Terms and Conditions
1.1. ‘Client’ means visitors who are also registered users of the Service, or users who submit a quote on this website, who seek to use and use the Services. ‘Client’ is an individual, or if applicable, the company or other legal entity that the visitor represents. ‘Client’shall include Client’s shareholders, offices, employees, managers, members, agents and sub-contractors, partners, principals and associated or affiliated companies.
1.2. ‘Contractor’ is VIAX Corporate Language Solutions OOD (VIAX), a company registered with the Bulgarian Commercial Registry under company number 201375610 and VAT registration number BG201375610 whose registered office is at Chaika, Bl. 62, Apt. 60, 9000 Varna, Bulgaria. ‘Contractor’ shall include Contractor’s shareholders, offices, employees, managers, members, agents and sub-contractors, partners, principals and associated or affiliated companies.
1.3. ‘Users’ means visitors to this website or the Service who are not registered users.
1.4. ‘Translators’ means third parties who engage with the Contractor and Customer to provide translation services as contractors of the Contractor (not employees).
1.5. ‘Agreement’ means this standard agreement as set out below.
1.6. The clause headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
1.7. References to ‘documents’, ‘records’, ‘books’ and ‘data’ shall include information contained in computer programs, disks, records or any other machine-readable form or records kept other than in a legible form, but capable of being produced into a legible form.
1.8. The word ‘including’ shall be understood to mean ‘including without limitation’ and the word ‘includes’ shall be understood to mean ‘includes without limitation’.
1.9. Words of technical nature shall be construed in accordance with general trade usage in the computer industry in the United Kingdom.
1.10. In the event of any conflict between any part of a Contract, the documents constituting the agreement between the parties shall have priority in the following order:
1.10.1. Any other written Service Level Agreement (if applicable) entered into between the parties and/or signed by the parties.
1.10.2. This standard Service Level Agreement.
1.11. ‘Confidential Information’ means information (in any form) which is confidential either to Client or Contractor and which either Client discloses to contractor or Contractor discloses to Client in connection with the Services.
1.12. ‘Intellectual Property Rights’ means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information, Translation Memory and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
1.13. ‘Order’ or ‘Purchase Order’ means an order for the Services provided to Client.
1.14. ‘Original Works’ means the documents, files, materials and works provided by Client for the purposes of carrying out the Services.
1.15. ‘Services’ means translation services and other language, multimedia, consulting and business services performed or offered by Contractor to Client, as well as this website, and any related technologies and applications provided to Clients and Translators.
1.16. ‘Translated Works’ means the documents, files, materials and works translated and produced from the Original Works in accordance with Client instructions and provided to Client by Contractor.
1.17. ‘Work Products’ means all the products and/or Services supplied by Contractor.
1.18. ‘Contract’ means the contract between Client and Contractor, and consists of the Order or Purchase Order from the customer or a written order confirmation, Contractor Quote signed by Client and this Standard Service Level Agreement.
2.1. Quotations are not binding on Contractor and a Contract will only come into being when Client receives written confirmation of the offer.
2.2. The Contract will be subject to this Agreement. Any variation of the Contract must be confirmed in writing by one of Contractor directors.
2.3. Contractor’s written quotations are given on the basis that the terms quoted will remain open for the placing of orders for 30 days from the date of the quotation.
2.4. Quotations that are given on the basis of Client description of the Original Works, the purpose of the translation and any other instructions may be amended at any time if, in Contractor’s opinion, the description of the source materials is materially inadequate or inaccurate.
2.5. Information provided in Contractor’s brochures, catalogues, websites or other published material is a general description only and does not form part of the Contract.2.6. This Agreement applies to all Services provided to Client unless otherwise agreed between the parties in writing.
2.7. Users and Clients agree to be responsible for the activity in connection with their VIAX account, to keep their password confidential, to comply with all policies made available to you by Contractor, not to abuse or conduct illegal activities using our Service, not contact or attempt to contact Translators outside of the Platform that Contractor provides for communication, not defame or harass Contractor, or its employees, contractors, Clients, or Translators, not create multiple VIAX accounts for any reason.
2.8. Contractor may suspend or terminate your access to the Service or an Order if you do not comply with these Terms and Conditions, or if we suspect misconduct, fraudulent activities or payment, or a violation of this Terms and Conditions, with or without notice.
2.9. Contractor may modify or suspend the Platform or Service, at any time for any reason.
2.10. Client can cancel any Order if the project has not yet been engaged by a Translator. To attempt to cancel an Order, Customer must contact Contractor support directly at firstname.lastname@example.org to inquire if the Order can be cancelled. If the Order has been picked up by a Translator, the Order cannot be cancelled and there will be no refund.
2.11. Contractor may use and retain third party contractors (such as Translators) to provide the Service to Client. As such, you agree that Contractor may sublicense its rights under these Terms and Conditions to third parties to act on Contractor’s behalf, provided that such third parties are contractually bound by terms no less protective of Customer than these Terms and Conditions. Contractor is solely responsible for paying and resolving all disputes with third party contractors and Translators.
3. Price and Payment
3.1. Unless otherwise stated, prices are in Euro and are exclusive of value added tax and any other tax or duty. Contractor shall invoice Client for all appropriate taxes and expenses for which Contractor is liable to collect. Client shall be liable to pay any penalties or interest on such taxes which are payable by Contractor as a result of Client delay in paying such taxes.
3.2. Discounts included on quoted prices are only applicable if invoices are paid within 14 days of receipt.
3.3. Price includes transmission to the electronic address specified in Contractor quotation or confirmation of Order. Courier and data transmission fees will be charged at cost.
3.4. Quotations in a currency other than Euro are based on the rate of exchange at the time of quoting according to the conditions in clause 3.11. Unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
3.5. Revisions to work in progress and client review changes and updates will be agreed upon in advance, and will be charged at agreed upon rates.
3.6. Upon Contractor’s notification of delivery of the Translated Works, Client will have strictly 100 hours to review the Translated Works. If Client does not take action via email within the 100-hour review period, the Translated Works will be deemed ‘Approved’ and the Translator will be paid for the Translated Works. Once ‘Approved’, no alterations, revisions, or refunds of the Translated Works will be provided.
3.6.1. Due to the nature of language translation, errors in translations will inevitably occur. Client may reject the Translated Works within the 100-hour review period if it reasonably determines that it does not meet the Quality Level that was ordered. We will perform a quality audit and typically get back to you within two business days of the rejection. If Contractor determines that the Translated Works that you have rejected did not meet the quality level specified in the Order, then Contractor will honour the rejection and provide a retranslation or allow the Order to be cancelled.
3.7. Any project-related travel and per diem expenses will be charged at cost as required by the project in accordance with the Bulgarian legislation.
3.8. Payment shall be made in advance or within 5 days from the date of invoice.
3.9. Contractor does not accept checks. All invoices shall be paid via wire transfer or credit card unless the amount is under 200 €.
3.10. Payments via PayPal are available only for amounts under 200 €.
3.11. In the event that payment has not been received, then an administration charge of 50 € will be applied after 30 days and a further 50 € after each 30 days of delay thereafter. For foreign currencies the exchange rate will be taken from DSK Bank on the appropriate day.
3.12. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle Contractor to suspend further work both on the same Order, and on any other order from Client, without prejudice to any other right Client may have.
3.13. Contractor reserves the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 8 per cent above the interest rate on contractual damages published by the Bulgarian Council of Ministers. Costs of collection efforts including but not limited to collection agency fees and/or attorney fees incurred during the collection process will be the responsibility of the Client.
3.14. Contractor shall apply gross-up calculation to the payment. This means that the payment to Contractor must be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If you are compelled to make any such deduction, you will pay Contractor any additional amounts as are necessary to ensure receipt by Contractor of the full amount it would have received but for the deduction.
4.1. The dates for delivery of the Translated Works, or the dates for carrying out the Services, are approximate only and time is not of the essence for delivery or performance, and no delay shall entitle Client to reject any delivery or performance or to repudiate the Contract, unless otherwise expressly stated by Contractor.
4.2. Contractor will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform, including if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond Contractor’s control or of an unexpected or exceptional nature.
4.3. Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to Client shall, for the purposes of the Contract, constitute delivery to Client. Risk in the Translated Works shall pass to Client on delivery to such a carrier.
4.4. Non-performance of one Contract shall not be deemed in breach of another Contract, and it shall not become grounds for repudiating the Contract in general.
5. Contractor Responsibility and Liability
5.1. The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
5.1.1. Contractor will strive to provide a clear and accurate translation but cannot guarantee conformance to the subjective preference of the Client.
5.1.2. Contractor uses all available measures to ensure translation accuracy but shall not be held liable for damages due to error or negligence in translation, transcription or formatting. Ultimate responsibility rests with the Client.
5.2. Contractor shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the Translated Works and perform the Services.
5.3. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated unless expressly set out in the Contract.
5.4. Contractor shall incur no liability to Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of Contractor prior to the Contract, whether orally or in writing, and Client shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.
5.5. Contractor does not warrant that or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise. Contractor does not warrant that the Translated Works will meet Client specific requirements and, unless otherwise agreed, Contractor does not warrant that the operation of any Translated Works sent to Client will be uninterrupted or error free.
5.6. Client acknowledges that any Original Works and Translated Works submitted by and to Client over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that Contractor has no liability for the loss, corruption or interception of any Original Works or Translated Works.
5.7. Urgent or express translations or services may necessitate a rush surcharge. As the time period required may not allow the time needed to perform the standard thorough quality control check, Contractor will not be liable for the standard of any work submitted on an urgent basis.
5.8. Contractor liability to Client in respect of the provision of the Services and/or the Translated Works shall be limited as follows:
5.8.1 Contractor’s entire liability to Client under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to Contractor by Client under the Contract to which any claim relates.
5.9. Client must notify Contractor within 100 hours of delivery of the Translated Works of any claim arising out of the provision of the Services and/or the Translated Works, together with full details of such Claim. In any event, Contractor shall not be liable to Client if Client fails to notify Contractor of any Claim within a reasonable time of delivery of the Translated Works.
5.10. All client claims of the Translated Works must be provided in full detail of any claim, at which point Contractor’s liability will be no more than to rectify any alleged inaccuracies, that Contractor feel to be justified. In any event, Contractor shall not be liable to Client if Client fails to notify Contractor of any claim within 100 hours of delivery of the Translated Works. At no time will such allegations delay payment.
6. Client Responsibility and Liability
6.1. Client agrees, upon demand, to indemnify Contractor (which for the purposes of this clause includes contractor’s employees, agents and sub-contractors), and keep Contractor indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by Contractor to the extent that the same are caused by or related to:
6.1.1. The use or possession by Contractor of any of the Original Works or materials provided by Client in relation to the provision of the Services, including the breach of any Intellectual Property Rights of any third party in or to any such Original Works or materials.
6.1.2. The processing by Contractor of any data in the provision of the Services as anticipated by clause 9 below.
6.1.3. Any breach of warranty given by Client in this clause 6.
6.1.4. Any other breach by Client of these Terms and Conditions.
6.2. In the event that Client requires Contractor to provide the Services on Client’s premises, or any other premises designated by Client, the Client shall:
6.2.1. Assign members of staff with suitable skill and experience to be responsible for Contractor’s activities.
6.2.2. Provide such access to premises and facilities which may be reasonably required by Contractor.
6.2.3. Provide such information as may be required by Contractor to carry out the Services and ensure all such information is correct and accurate.
6.2.4. Ensure that all necessary safety and security precautions are in place at Client premise.
6.2.5. Contractor shall be entitled to charge Client for any additional costs and expenses which Contractor may incur as a result of any hazardous conditions or material encountered at Client premises.
6.2.6. Contractor shall not be obliged to continue to perform the Services where contractor considers, at Contractor’s sole discretion, this would constitute a breach of warranty given by client in this clause 6, an illegal act or a safety hazard.
6.3. Contractor’s liability will be limited to correcting the errors or providing a refund. In no event will Contractor or Contractor’s affiliates’ liability hereunder exceed the amount paid by Client to Contractor during the 12-month period before the event giving rise to liability.
7. Intellectual Property
7.1. All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and the Translated Works shall vest in Client (or Client licensors) but, for the avoidance of doubt, Client hereby grants to Contractor (and Contractor’s sub-contractors) a license to store and use the Original Works and the Translated Works for the purposes of providing the Services to Client and for improving Contractor’s Service.
7.2. The Service may include APIs or software to facilitate Client’s use of the Service and is deemed a part of the Service. Client may not copy, modify, distribute, sell, or lease any part of our Service, website or software, nor may you reverse engineer or attempt to extract the source code of the Service or software. Contractor does not guarantee the availability or performance of the Service. Client’s access or use may be limited or suspended at any time.
8.1. Subject to clause 8.2, and (on Contractor’s part) save as necessary in order for Contractor to provide the Services neither party may use any of the other party’s Confidential Information.
8.2. Either party may disclose the Confidential Information of the other:
8.2.1. When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:
184.108.40.206. Promptly notifies the owner of any such requirement; and
220.127.116.11. Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
8.2.2. To its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
18.104.22.168. Is informed of the obligations of confidentiality under this Agreement; and
22.214.171.124. Complies with those obligations as if they were bound by them.
8.3. The obligation of confidentiality contained within this clause 8 shall survive termination of the Contract howsoever caused.
8.4. We disclose the Original Works and all Client information necessary for the Service performance to potential Translators and contractors, in order to provide you the Service (e.g., previewing the content in order to decide whether to engage the Order).
8.5. Client is solely responsible for editing or removing any confidential or personally identifiable information in the Client Materials, if Client does not wish to disclose that information.
8.6. If Client opts in to allow Contractor to use Client’s Translated Works for “public usage,” Client grants Contractor a worldwide, perpetual, royalty-free, irrevocable, license to publish and display Client Materials and related Translated Works in connection with operating, promoting, and improving Contractor’s Services. This license continues even if Client stops using Contractor’s Services.
9. Data Protection
9.1. Each party shall ensure that in the performance of its obligations under this Agreement it will at all times comply with relevant provisions of the Data Protection Act.
9.2. Contractor acknowledges that if Contractor is required to process any data in the course of providing the Services, Contractor shall do so only on Client instructions.
Unless otherwise agreed by Contractor, the Client (which for the purposes of this clause includes any of the Client’s Affiliates) shall not, for a period of one year after termination of the agreement, either directly or indirectly, on its account or for any other person, firm or company solicit, employ, endeavour to entice away from Contractor or use the services of Contractor’s Staff, any of its freelancers or companies to which the Contractor subcontracted services ordered by Client. In the event of any breach under this clause, Client shall pay the Contractor an amount equal to the aggregate remuneration paid by the Contractor to that member of Staff for the year immediately prior to the date on which the Client employed or used the services of that member of Staff. In the case of a freelancer, the amount will be equal to the equivalent of a full year full time salary. In the case of a company, the amount will be equal to the equivalent of a full year salary payable to a Contractor employee or freelancer.
11. Intended use
11.1. In case that Client does not indicate the intended use of the Translated Works, Contractor shall execute the translation as if it were for information only.
11.2. If Client wants to use a translation for a purpose other than that for which it was originally supplied, the Client shall obtain confirmation from Contractor that it is suitable for the new purpose.
12. Warranties and Disclaimers
12.1 Client represents and warrants that it has all necessary right, title, and interest in the Original Works, and that the Original Works will not and do not infringe or violate any third party’s rights, do not violate any law, and do not contain any offensive or unacceptable content.
12.2 The Service and Translated Works are provided “AS IS”. Other than as expressly set out in these terms or additional terms, neither Contractor nor its translators, contractors, or suppliers make any specific promises about the services. Contractor does not make any commitments about the content within the services, the specific functions of the services, or their reliability, availability, or ability to meet your needs. Contractor provides the services “as is”.
12.3 Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, Contractors exclude all warranties.
13.1. Contractor shall be entitled to terminate the Contract immediately by written notice to Client if:
13.1.1. Client commits a material breach of the Contract and, in the case of such a breach which is capable of remedy, Client fails to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied;
13.1.2. Client makes any voluntary arrangement with Client’s creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of Client’s property or assets, or Client ceases or threatens to cease business, or an equivalent or analogous event occurs in any other jurisdiction;
13.1.3. Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
14. Dispute Resolution
15.1. Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.
15.2. Contractor may engage any person, firm or company as Contractor’s sub-contractor to perform any or all of Contractor’s obligations, and Contractor may assign any or all of Contractor rights and obligations under the Contract.
15.3. No waiver by Contractor of any breach of the Contract by Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.4. If any provision of this Agreement is or becomes invalid or unenforceable, it will be severed from the rest of the Agreement so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of the Agreement shall be rendered invalid, unenforceable or be otherwise effected.
15.5. The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with Bulgarian law and the parties hereby submit to the non-exclusive jurisdiction of the Bulgarian courts.
15.6. Contractor may modify these Terms and Conditions at any time. Client should look at the terms regularly. If Client does not agree to the modified terms for a Service, Client must discontinue their use of that Service.
If you have any questions about this Agreement or our business practices, please contact us at:
VIAX Corporate Language Solutions Ltd.
62-60 Chaika, 9000 Varna, Bulgaria
VIAX Corporate Language Solutions OOD is registered with the Commercial Register of Bulgaria with registration No 201375610. The company is also VAT registered in Bulgaria under registration No BG201375610.
These Terms and Conditions were last updated on April 15, 2021.