General terms and conditions

(Source: Suomen kielipalveluyritykset SKY ry)

1. GENERAL

These general terms of agreement are applied to all translation, proofreading and language service assignments arranged between Lempisana Oy (hereinafter “Lempisana”) and the client (hereinafter “the Client”), unless otherwise agreed between Lempisana and the Client in connection with the assignment. These general terms of agreement come into effect on the 1st of January 2019 and are valid until further notice.

2. RESPONSIBILITIES OF THE CLIENT AND LEMPISANA

2.1 The Client agrees to hand over for Lempisana’s use all documents necessary for the completion of the ordered work, and, when needed, other reference material, such as previous translations, glossaries, publications, images and other basic information in its possession.  The Client must deliver the necessary clarifications to Lempisana upon request (e.g. if the source text is unclear or deficient). The Client is required to inform Lempisana of the purpose and target audience of the text to be translated prior to the start of the work.  The Client and Lempisana shall agree on the method of revision, the method and form of delivery and the layout of the text. The Client is responsible for verifying the content.

2.2 Lempisana shall make sure it receives adequate information from the Client to be able to complete the work to the best of its abilities, with the professional skills required and according to good translation practices. Lempisana shall notify the Client in case it does not receive adequate information.

3. PRICING AND QUOTES

The basis for the price, the pricing and the payment terms of the language services will be determined in advance. The price is affected by the following factors, among others: the quality level according to the Agreement, the degree of difficulty of the text, the area of specialisation, volume and delivery schedule. If a precise price cannot be determined in advance, an estimated price is provided, if necessary, and this can be specified further as the work progresses.

4. DELIVERY TIME

Lempisana and the Client agree on the delivery time for the translation when agreeing on the assigment. Any changes in the schedule will be agreed on separately.

5. DATA PROTECTION AND CONFIDENTIALITY

Lempisana and the Client handle all information received with the utmost confidentiality both during and after the contractual relationship. Confidentiality does not apply to information that Lempisana has received prior to the assignment or after that rightly from a third party who has not required their confidentiality and who has not received them directly or indirectly from the Client. A specific data protection policy may also be defined concercing material that has been specified as confidential by Lempisana and the Client. The Client and Lempisana ensure in their respective areas that data protection laws and regulations are being respected.

6. RECTIFYING OR CHANGING AND VERIFYING AND ACCEPTING THE TEXT

Lempisana’s responsibility continues until the Client has verified and accepted the work produced by Lempisana. Lempisana’s responsibility ends fourteen (14) days after the work has been delivered to the Client if the Client has not by this time provided Lempisana with a complaint in writing regarding errors or deficiencies. Even after the aforementioned time period Lempisana is responsible for such errors and deficiencies that the Client proves to be due to Lempisana’s intentional actions or gross negligence and which the Client could not have reasonably detected fourteen (14) days after the translation was delivered to the Client. Lempisana is released from the responsibility in question one (1) year after having delivered the work to the Client. Lempisana reserves the right to rectify or correct any errors or deficiencies in the translation within a period agreed. If the Client wishes to make other changes to the translation that do not concern any errors or deficiencies, they shall be made in co-operation with Lempisana. Lempisana is not responsible for corrections or changes made to the translation by the Client or another party after Lempisana has delivered the translation to the Client.

7. COPYRIGHTS

Lempisana holds the copyrights of the translations as covered by the Finnish copyright act (404/1961), unless otherwise agreed. Lempisana will grant access rights to the extent necessary for the purposes and extent of the assignment. 
Unless otherwise agreed, Lempisana holds all rights of the translation memories created during the assignments.

8. PAYMENTS

If the Client does not comply with the agreed terms of payment, Lempisana reserves the right to interrupt assignments that are currently underway and send an invoice for the work completed.

9. FORCE MAJEURE

Lempisana shall promptly inform the Client in case of potential force majeure. Force majeure justifies both Lempisana and the Client to waive the assignment, however the Client adheres to pay for the work that has already been completed. Lempisana makes all efforts so that the assigment can be done by some other supplier. 

Force majeure is an event or circumstance such as labour dispute, strike, lockout, revolt, natural disaster, state of war, sudden disease or other exceptional circumstance that can be shown to have affected Lempisana’s ability to fulfill the assignment as agreed.

10. DISPUTES AND LEMPISANA’S LIABILITY TO COMPENSATE

Any disputes between the Client and Lempisana should be resolved through arbitration. Disputes that cannot be resolved through arbitration shall be resolved by the District Court of Lempisana’s domicile or the District Court of Helsinki according to Finnish law. 

Lempisana’s liability never exceeds the value of the assignment in question. Lempisana is liable exclusively for those losses or damage incurred as a direct result of an error or deficiency on the part of Lempisana. Lempisana is liable exclusively for those losses or damage incurred as a direct result of an error or deficiency on the part of Lempisana. These limitations do not, however, apply to events in which the loss or damage has been incurred as a result of intentional actions or gross negligence on the part of Lempisana. 

The general terms and conditions shall be interpreted according to Finnish law.