TERMS AND CONDITIONS
Last updated: February 1st, 2023 by Ophidian Group
2. CUSTOMER'S RESPONSIBILITY
3. COMPANY’S RESPONSIBILITY AND LIABILITY
4. GROUNDS FOR INVOICING
5. DEADLINE, DELAY AND CANCELLATION OF WORK
These Terms and Conditions are applied to all assignments between Ophidian Group (hereafter “the company”) and the customer.
The term “customer” refers to the person or organization paying for the work, or to the contact person authorized to represent said person or organization.
The term “assignment” refers to any project as agreed in writing to be performed for the customer by the company.
These Terms and Conditions are applied by both parties when verbally, or written, have agreed to partake in a project. If other contract documents conflict with each other, the contract separately entered into by the parties takes precedence over these General Terms of Contract.
2.1. Handing Over of Material
Within the timetable agreed, the customer shall hand over all the documents necessary for the work that has been ordered, as well as auxiliary material, such as previous translations, lists of terms, publications, illustrations, background information, example work and other basic information in the customer's possession, to the extent necessary. Whenever needed, the customer shall introduce the company to special or specific methods of performing the work, or to information not readily available to the company that is necessary to finish the assignment. The customer is responsible for the basic information, instructions and stipulations pertaining to the order that the customer gives to the company. The customer is also responsible for the suitability of the delivered work to its intended purpose.
If the customer wishes to make changes to the originally provided material or information, while the assignment is in progress, the company must be informed of the desired changes in writing and without delay. As soon as possible, the company, in turn, must inform the customer as to how the desired changes will affect the company's deadline and the fee to be charged. The customer is responsible for the costs incurred because of the changes.
3.1. Execution of the Work
The company shall carry out the assignment with the necessary professional skill and in accordance with good practice as is expected from any professional. Unless there is an express impediment, the company has the right to consult experts representing various fields during the assignment. The customer is responsible for the costs of such expert assistance if this has been agreed upon in advance. Otherwise, the costs are included in the fee received by the company, and the company is responsible for compensating the experts consulted.
3.2. Responsibility for Errors and Changes
The company is responsible for executing the assignment as agreed. The company is also responsible for the assignment as concerns any experts who have been consulted unless the customer and the company agreed otherwise. If the source material that has been handed over by the customer is ambiguous or flawed, and the customer or the contact person authorized to represent the customer does not provide the necessary clarification upon request, the ambiguity in the source material must be indicated in the relevant parts of the assignment. The company is not responsible for corrections and changes that the customer or someone else makes to the assignment materials after it has been delivered to the customer. If errors or flaws are detected in the assignment, the company has the right and the duty to correct them, at the company's own expense, within a reasonable time. In addition, the company is responsible for compensating for the damage so caused, as described under 3.3 herein.
3.3 Amount of Damages
The company is responsible for direct damage the company has caused the customer. However, the total sum of damages which may be payable by the company is at most the total sum received for the assignment. The company is not responsible for any indirect or consequential damage that may occur. These limitations, however, do not apply in cases where the damage results from the company’s intentional act or gross negligence.
3.4. Duration of Liability
The customer shall immediately check the assignment delivered by the company. Unless the customer has filed a written claim concerning either the quality of the work or potential errors within 14 calendar days of the posting or other delivery of the assignment to the customer, it is considered that the customer has approved the assignment. After said period, the company is still responsible for errors or flaws that the customer can prove to be caused by the company's intentional act or gross negligence and that the customer could not reasonably detect within 14 days of the posting or other delivery of the translation to the customer. The company is released from this liability one year from the date when the assignment is delivered to the customer.
The company invoices the customer in accordance with the grounds that have been agreed upon in advance. If the payment is delayed past the due date mentioned on the invoice (14 days), the customer is additionally required to pay interest for late payment in accordance with the Interest Act, and to compensate for any recovery fees that may be incurred.
5.1. Deadline and Mode of Delivery
The customer and the company may agree upon the assignment either orally or in writing. When an agreement is made, the deadline for the assignment must be set. The completed assignment and the invoice are delivered to the customer digitally, unless the parties have agreed upon some other mode of delivery
The assignment must be done in accordance with the timetable set. If changes of the type referred to in section 2.2. above increase the amount of work or otherwise slow down the working process, the company is entitled to have the timetable extended as needed. The company is not responsible for a delay in the work resulting from the customer's failure to supply the company with the source material or auxiliary material either when the agreement was reached or at some other time that had been agreed upon; nor is the company responsible for a delay stemming from some other reason attributable to the customer. Unexpected difficulty of the work may constitute grounds for terminating a contract or for transferring the work to a third party. Having found the work to be more demanding than assessed in advance, the company must immediately notify the customer thereof. If the company's lateness is caused by some force majeure situation, the parties shall agree upon an extension of the deadline or termination of the contract. The customer must be notified of a failure to meet the deadline in writing as soon as the deadline has passed or as soon as the failure to meet the deadline can be anticipated. Measures to be taken as a result of a failure to meet the deadline are agreed upon separately.
5.3. Cancellation of Work
If the customer cancels an assignment, the company has the right to compensation for work done up until the day of cancellation, for preparatory work done in view of the incomplete portion of the assignment, for the time reserved to do the assignment, for any delivery costs involved, for other extraordinary expenses and for damage and loss stemming from the cancellation. If the customer considers that the company is not entitled to the above compensation, the customer has the burden of proving that the company has not done the work or preparations claimed. Similarly, the customer has the burden of proving that the company has not incurred extraordinary expenses or damage or losses.
The company has the copyright, as referred to in the Copyright Act (404/8 July 1961 with amendments), to the work produced in the assignment he or she has done. The work produced in the assignment may be used only for the purpose agreed upon with the customer when the order is placed. If the worked produced in the assignment is used for purposes other than those originally agreed, separate agreement must always be made on the extended use and on the compensation payable for it. Without the company's consent, the work produced in the assignment may not be edited, abridged, or otherwise altered. If the customer gives the work produced in the assignment to a third party for the purpose of revision, the company must be informed thereof and the company must be given the opportunity to approve the revised text. The company's name must always be given on films, in television programmes and radio broadcasts, in translations of literature and in other printed works, unless the company expressly forbids publication of his or her name. In other situations, a separate agreement is made on whether the company’s name is mentioned.
If a dispute concerning the quality of the work or the grounds for invoicing arises between the company and the customer, the parties may separately or jointly seek advice and information. Disputes between the company and the customer arising from their contract are settled either by the District Court of the company's domicile or by Helsinki District Court, in accordance with Finnish law.