These Terms and Conditions are applicable to all assignments for translation and/or related services, accepted by David Boniface Consulting and the Client unless otherwise agreed in writing or required by law.

Assignment:
Acceptance of assignment:

An assignment agreement is entered into when the Client accepts the price estimate proposed by David Boniface Consulting in respect of an assignment or the parties come to a specific agreement. To the extent that an assignment is initiated or implemented without a written contract or acknowledgement of order, the relevant parts of these Terms and Conditions shall apply.

David Boniface Consulting reserves the right to decline an assignment if David Boniface Consulting considers the assignment to contain a criminal element or if the nature of the assignment in general is in breach of David Boniface Consulting’s Ethical Policy or Code of Conduct. David Boniface Consulting also reserves the right to decline an assignment if the Customer fails to satisfy David Boniface Consulting’s credit policy.

Implementation and basis of assignment:

The work of David Boniface Consulting is carried out with accuracy and care by competent personnel and in accordance with the assignment agreement entered into by both parties. David Boniface Consulting abides by the Code of Good Practice appropriate to its line of work. Unless otherwise agreed by David Boniface Consulting and the Client, David Boniface Consulting will employ the methods and standards pertinent to its work.

The Client shall provide David Boniface Consulting with the material required in order for David Boniface Consulting to carry out the assignment in accordance with the assignment agreement whereupon David Boniface Consulting shall notify the Client if it is not in receipt of the full material required. If the necessary material is not received from the Client, David Boniface Consulting is entitled to an extension of delivery in addition to compensation for any expenditure incurred. If the absence of the material required renders it significantly more difficult for David Boniface Consulting to carry out the assignment, David Boniface Consulting has the right to terminate the assignment with immediate effect whereupon David Boniface Consulting shall be entitled to compensation from the Client for work carried out until the date of termination in addition to the cost of terminating the assignment and loss of revenue.

Terms of delivery:

Terms of delivery are agreed in association with each individual assignment contract.

Delay in delivery:

Should a delay in delivery from David Boniface Consulting occur for reasons that do not involve the Client and such delay is not accepted by the Client, the Client will be compensated for the delayed part of the delivery with up to 3 % per week or a maximum of 15 % of the total order value. If a delay in delivery entitles the Client to the maximum amount of compensation, the Client has the right to terminate the delayed part of the assignment. If the Client decides to terminate the delayed part of an assignment, no additional compensation other than the compensation specified herein is payable.

If a delay in delivery from David Boniface Consulting is considered significant given the volume and frequency of the assignment, the Client is entitled to terminate the assignment with immediate effect and, if relevant, is liable to pay for the completed parts of the assignment with a deduction for the compensation specified herein. No other sanctions shall apply owing to a delay in delivery from David Boniface Consulting.

Liability for fault or defect:

David Boniface Consulting is liable for any fault or defect arising from the implementation of an assignment that is not of insignificant importance to the Client unless the fault or defect is caused by a fault or defect in the original material submitted by the Client or any other circumstances of the Client. In the event of a fault or defect arising from the performance of David Boniface Consulting, such fault or defect shall be corrected by David Boniface Consulting.

If making a complaint about a delivery of material, the Client shall file its complaint within fourteen (14) days from the date of delivery. David Boniface Consulting reserves the right to request payment as per applicable price list for any amendment made as a result of a complaint filed subsequent to this period. An amendment made as a result of a complaint filed over sixty (60) days after a delivery of material is always considered to be a new assignment and dealt with accordingly.

Confidentiality:

Confidential documents and files made available to David Boniface Consulting in connection with an assignment are treated as strictly confidential and will not be disclosed to a third party without the approval of the Client with the exception of David Boniface Consulting’s team members or authorised advisers or consultants. David Boniface Consulting shall ensure that all relevant team members, advisers and consultants have signed a Confidentiality Agreement vis-à-vis David Boniface Consulting to the same effect. Confidential information does not include information that is or will be known to the general public or that in any other way (unrelated to the assignment) is received by David Boniface Consulting.

Unless the Client has requested in writing that David Boniface Consulting use a specific alternative delivery mode, David Boniface Consulting is not in breach of the confidentiality clause above if delivering the assignment to the Client via the same delivery mode used by the Client to supply the original and related material to David Boniface Consulting.

Ownership and right of use of end product:

The end product of the assignment submitted to the Client is the property of the Client for unconditional use subject to David Boniface Consulting having received full payment. However, David Boniface Consulting is entitled to have free disposal and use of glossaries and translation memories created in conjunction with the assignment.

Prices:
Price of assignment:

The price is agreed on an individual assignment basis.

Amendments and supplements:

a) If the Client asks for an amendment to be made to the agreed schedule, David Boniface Consulting is entitled to charge the Client for the extra work involved with such amendment as per applicable price list.

b) If the Client wishes to make any other amendment to the assignment, David Boniface Consulting is entitled to deduct a surcharge in addition to the agreed price. Such amendment includes the addition of supplementary conditions. The surcharge deduction is made in line with the applicable price list whereupon David Boniface Consulting is required to update the relevant terms of delivery and price in line with the amendment made.

Termination:

The Client is entitled to terminate an assignment prior to delivery conditional on the Client compensating David Boniface Consulting for the work carried out prior to notice of termination in addition to the cost of terminating the assignment and loss of revenue.

Travel time:

Any relevant compensation for travel time is specified in the price estimate or acknowledgement of order. A surcharge applies to travel time outside ordinary working hours unless such travel time is included in the agreed price.

In the event that compensation for travel time and subsistence allowance has not been agreed, David Boniface Consulting will charge the actual cost of travel time and subsistence allowance in compliance with the Travel and Subsistence Code or applicable collective agreement.

Value Added Tax:

The price listed in the assignment contract or price estimate proposed by David Boniface Consulting does not include value added tax except when intended for private individuals.

Terms of payment:

David Boniface Consulting will invoice the Client upon completion of the assignment and following a credit rating. All invoices are payable within ten (10) days from the date of invoice. Interest on overdue payments is charged in accordance with respective country’s Interest Act (for example the Swedish Interest Act (1975:635)).

Due to the nature of the assignment or the customership, David Boniface Consulting is entitled, if it so deems necessary, to request the issue of a monthly or advance invoice. In case of monthly invoicing, David Boniface Consulting will charge for the work carried out throughout the month adding up to the total price of the assignment.

In case of advance invoicing, 30 % of the agreed or estimated total price is invoiced at the time of accepting the order. When an assignment incorporates a number of part deliveries, David Boniface Consulting will only issue an advance invoice if the value of one or more of the part deliveries exceeds EUR 10,000 and the estimated delivery period is over thirty (30) days. The invoice amount is then calculated on the basis of the agreed or estimated price of the part delivery.

Overdue payments:

David Boniface Consulting is entitled to terminate the assignment in the event of the Client being in arrears with payments of significance importance to David Boniface Consulting. David Boniface Consulting is also entitled to claim compensation from the Client for work carried out until the date of termination in addition to the cost of terminating the assignment and loss of revenue.

Other terms and conditions:
Legal infringement:

David Boniface Consulting is liable to ensure that the services offered by David Boniface Consulting do not infringe on the rights of another entity such as a patent, brand name or copyright subject to and in so far as the material submitted to David Boniface Consulting forming the basis of the services offered by David Boniface Consulting , do not infringe on the rights of another entity such as a patent, brand name or copyright. The Client is liable to ensure that the material submitted to David Boniface Consulting and subsequent handling of such material does not infringe on the intellectual property rights of another entity. The Client shall indemnify David Boniface Consulting for any claims made by a third party in connection with an assignment carried out by David Boniface Consulting on behalf of the Client.

Limited liability:

Aside from these General Terms and Conditions, the Client cannot make a claim against David Boniface Consulting in connection with an assignment. The Client is not entitled to any compensation for loss of production, loss of revenue or any other indirect damage and on no account is David Boniface Consulting liable for damage in connection with the payment of compensation to a third party. As regards delivery of an assignment by electronic means or data media (e.g. CD), David Boniface Consulting shall not be held liable for any damage caused by a so-called computer virus or any other problem beyond the control of David Boniface Consulting. Moreover, David Boniface Consulting disclaims all liability in connection with a problem that occurs as a result of the Client using the end product of the assignment or that is pertaining to the technical equipment or software used by the Client or another entity. The liability of David Boniface Consulting and its subcontractors is limited to an amount equal to the agreed total value of the assignment.

In order to be able to provide entitlement to compensation, any claim for damages shall be submitted to David Boniface Consulting in writing as soon as possible after the damage has been discovered, and no later than six (6) months after completion of the assignment.

Force majeure:

David Boniface Consulting shall not be held responsible for any loss caused if David Boniface Consulting or its subcontractors are late in delivering an assignment due to unforeseen circumstances beyond the control of David Boniface Consulting or its subcontractors, including but not limited to illness, fire, stroke of lightning, natural disaster, strike, boycott, industrial conflict, war, mobilisation or unexpected call-up for military service, exchange currency restrictions, insufficient or deficient power supply, telecommunications including network communications, insurrection and riots or any other comparable circumstance or unanticipated Government action.

Personal Data:
Processing of personal data:

Documents sent to David Boniface Consulting for processing may contain personal data. As the Data Controller, it is the Customer’s responsibility to obtain consent from data subjects mentioned in documents sent to David Boniface Consulting for processing or to make sure that another legal basis for the processing is in place.

De-identification:

When processing documents, David Boniface Consulting may use CAT tools that store the content of the documents (including the personal data) in a translation memory specific to the Customer. If David Boniface Consulting may not store the personal data from Customer documents in translation memories or other databases as part of the processing, the Customer must de-identify documents before sending them to David Boniface Consulting for processing.

Storage:

David Boniface Consulting stores customer project files on our file servers for 7 years, after which they are deleted. Translation projects handled in Memsource are deleted from Memsource after one year. The content of translation memories will be stored for as long as the Customer wishes us to store it. The content of Machine Translation engines is relations between uses of words in phrases used for algorithmic purposes. As such linguistic assets can never be retrieved from a trained machine translation engine.

Ownership:

The data stored in translation memories and other databases used for processing Customer documents are the Customer’s data, and David Boniface Consulting processes the data according to the Customer’s instructions.

Deletion:

If personal data needs to be deleted from translation memories and other databases, David Boniface Consulting would either delete the entire translation memory and/or database, or charge a fee for filtering out the data, where possible.

Governing law:

The interpretation and application of these General Terms and Conditions shall be governed by Swedish law.

Any disputes relating to the validity, interpretation or application of these general terms and conditions shall be decided in a Swedish court.