The relationship between VILLAM Language Services translation agency and the Subcontractor providing language services on its behalf is governed by the following agreement. Upon accepting an order, the Subcontractor thereby accepts this agreement as well.
The Parties
The Subcontractor (the language service provider), who uses the Work Account and has registered the following information there: name, address, tax number, bank account number, email address, and phone number.
VILLAM Language Services (operated by: Villam Language Services (Villámfordítás Kft.), registered seat: Babér utca 1-5., Budapest 1131, Hungary, representative: Tunde Gal-Berey, company registration number: 01-09-888737, tax number: HU14097063, email: office@villamtranslation.com).
1. Subject matter of the contract
The Parties agree that translation or other language services (interpreting, revision, editing, copywriting) commissioned by VILLAM Language Services shall be executed by the Subcontractor according to the terms and conditions laid forth in this agreement.
The Subcontractor declares to have native proficiency in the source and/or target languages that they have indicated to be in possession of and to be qualified as a technical translator in accordance with the law. The Subcontractor further declares to be in possession of the skills and technical knowledge required for translation and to perform their services according to the best of their knowledge, taking into account professional and linguistic rules and conventions.
The Parties agree that the Subcontractor shall transfer the contents created by them under the order and the related rights to VILLAM Language Services unconditionally and irrevocably and that VILLAM Language Services shall be exclusively entitled to use, disclose, and adapt such contents and related rights and shall be exclusively entitled to dispose of them without restriction of time and space. The respective consideration for this shall be considered entirely included in the order fee.
2. The order
An ‘order’ is a specific request made by VILLAM Language Services to the Subcontractor for the performance of language services which the Subcontractor has accepted and confirmed and which confirmation VILLAM Language Services has approved. The Parties may communicate the order via the Work Account, email, phone, or text message.
The order shall only be established once the request, acceptance, and approval have all taken place.
3. Source material
VILLAM Language Services shall provide the source material necessary for the translation to the Subcontractor either to be downloaded via the Work Account or made available on its memoQ server. If a technical problem arises during the transfer of the source material, the Subcontractor shall notify VILLAM Language Services immediately.
4. Execution of work
The Subcontractor shall exclusively perform their language services personally, without making use of further subcontractors or other contributing partners. The execution of the work may only take place in the manner in which it was agreed upon by VILLAM Language Services (e.g. using memoQ, Word, or another program). Using the QA check or spell check feature of memoQ or Word, respectively, constitutes part of the work.
Upon the completion of the work, the Subcontractor shall upload the final product to their Work Account and signal its completion in their memoQ client. The filename shall remain unchanged after saving, apart from the given language code appended to the end (e.g. filename_EN.doc). The submission shall then be confirmed by VILLAM Language Services.
5. Deadline for Delivery
The deadline for the completion of the work shall be specified in the order, which the Subcontractor shall undertake. The Subcontractor further acknowledges that the liability for losses sustained by VILLAM Language Services arising from late submission shall be borne by the Subcontractor up to the value of the order fee.
Legal and economic interests are attached to the timely execution of services by VILLAM Language Services. As such, actual losses resulting from late submission that are not ascribable to VILLAM Language Services may be transferred to the Subcontractor. The value of late penalty transferred to the Subcontractor may not exceed the order fee.
The completion of a work shall be considered late if it takes place more than 15 minutes after the deadline specified in the order. In case of any delay, VILLAM Language Services shall be entitled to unilaterally terminate the order. In the event that VILLAM Language Services does not terminate the order as a result of the Subcontractor’s delay, it shall be entitled to reduce the order fee unilaterally by 25% at the beginning of each calendar day commenced after the deadline.
6. The order fee
The settlement of accounts between the Subcontractor and VILLAM Language Services shall be executed according to the fee specified in the order. Payment shall be made by bank transfer against the invoice provided by the Subcontractor.
VILLAM Language Services and the Subcontractor agree that in the interest of reducing administrative burdens, orders with fees of less than EUR 100 or USD 100 shall be settled collectively once a month. For orders with larger fees, the Subcontractor shall be entitled to request VILLAM Language Services at any time to settle the account within 3 business days.
In the absence of a separate request, VILLAM Language Services shall prepare the account settlement on the last business day of the given month. This settlement shall include all of the Subcontractor’s orders accepted by VILLAM Language Services and not included in prior settlements.
VILLAM Language Services shall initiate the settlement by sending an invoice request to the Subcontractor. In response to the invoice request, the Subcontractor shall draw up an invoice and upload it to the Work Account. VILLAM Language Services shall settle the received invoice within 5 business days at the latest, if not on the day of the receipt of the invoice, without delay.
7. Warranty
The performance of the language service shall be reviewed by VILLAM Language Services. If the final product may be presumed flawed, VILLAM Language Services shall return it to the Subcontractor for correction. The Subcontractor shall undertake the task of correction immediately.
If the translation is still not suitable after correction, the Subcontractor does not undertake the task of correction, or the correction is not possible for some other reason (e.g. lapse of interest), VILLAM Language Services shall be entitled to reduce the order fee by the expense required to have the correction executed by someone else. Insofar as VILLAM Language Services sustains losses (late penalty, claim for damages on the part of the customer) due to sending the translation back for correction, it shall be entitled to impose the consequential losses and expenses on the Subcontractor. The Parties agree that the Subcontractor’s liability shall be limited to the fee of the given order at most.
The Contracting Parties establish that flawed translations shall mean linguistic, content, stylistic, and formal errors, as well as mistranslations because of which the source material is not represented with the proper general, linguistic, and technical phrasing, terminology, or content in the final translation. Otherwise, the regulations of the Civil Code shall apply to the flawed execution.
8. Termination of the framework agreement
This agreement is concluded between the Parties for an indefinite period of time and may be terminated without cause with a 30-day notice period. The Contracting Parties may amend or terminate the agreement at any time by mutual agreement and in written form.
VILLAM Language Services may terminate ad hoc order contracts under the circumstance of compensation for proven losses caused to the Subcontractor. After the acceptance of the translation, however, the translation fee shall be due to the Subcontractor, unless the Subcontractor failed to provide the translation by the deadline specified in the contract, in the quality or format standards agreed upon, or has denied or failed to complete corrections. VILLAM Language Services shall be entitled to terminate the order contract immediately if the Subcontractor fails to meet the deadline or in the event of flawed execution if corrections are not possible due to a lapse of interest.
The Subcontractor may terminate an order contract if VILLAM Language Services does not comply with its obligations under the present contract or materially breaches it in some other manner.
In the event of a mutual agreement to terminate the contract, the Parties shall settle the accounts with one another immediately.
9. Confidentiality
The Subcontractor declares that any information—especially business secrets and such data, content, or facts that may harm the interests of third parties in any way—which they have become aware of throughout the execution of the present framework agreement and the orders shall be kept confidential and not disclosed to anybody. The Subcontractor declares further that within 10 days of the completion of the orders and the acceptance thereof by VILLAM Language Services, any source material received from VILLAM Language Services or a third party, as well as the final translation, shall be deleted from their computer. This obligation shall not regard the files uploaded to the Work Account for delivery. Liability for the failure to comply with the confidentiality provisions shall be entirely borne by the Subcontractor.
10. Non-competition
The Parties agree that the Subcontractor may not directly seek, make quotations to clients who are in a contractual relationship with VILLAM Language Services—with whose translations the Subcontractor comes into contact during the orders—, or otherwise circumvent the principal. The Parties establish that such behavior of the Subcontractor shall be considered as a violation of economic interests, which entails compensation for financial and non-financial damages sustained by VILLAM Language Services. The consideration for the non-competition of the Subcontractor shall be included in the order fee, the rate of which shall be 15%.
11. Final provisions
The Parties declare that they shall work closely together during the performance of the work and inform one another about any problem that arises and may impede or delay the performance. They further declare to acknowledge emails and notifications in the Work Account as written notices.
The Subcontractor acknowledges that VILLAM Language Services operates according to the MSZ EN ISO 17100 and ISO 9001 standard (‘Requirements for translation services’) as specified under the Hungarian National Standards. The Subcontractor declares to be acquainted with the basic requirements of the standard and to carry out their activities with these in mind.
The Parties commit themselves to settle their disputes primarily through amicable means. Should this prove unsuccessful, they shall stipulate the jurisdiction of the Budapest-Capital Regional Court. Issues not regulated by the provisions of this Agreement shall be governed by the Civil Code and Hungarian legislation as amended from time to time.
Following perusal and understanding, the Parties had accepted this Agreement as one being in full compliance with their respective wills, prior to the commencement of the first order.
The Parties confirm their knowledge and acceptance of this Agreement upon the creation of each order.
