GENERAL TERMS AND CONDITIONS OF

ad hoc  DOLMETSCHER & ÜBERSETZUNGEN -INTERPRETERS & TRANSLATIONS GMBH

FOR INTERPRETING SERVICES

I. GENERAL

The following Terms and Conditions shall govern all interpreting contracts with clients unless agreed otherwise in writing. If documented in writing by ad hoc or if in line with the customs of the industry, oral agreements shall be of equal validity as the written agreements referred to in these Terms and Conditions. Once these Terms and Conditions have been acknowledged by a client, with client referring to the institutional customer and not to the individual officer, they shall equally apply to all and any subsequent contracts between that client and ad hoc even if not explicitly agreed in each individual case.  Any amendment requires the explicit written confirmation and must be duly signed and provided with the official stamp of ad hoc to become legally valid. The client explicitly renounces on applying its own Terms and Conditions.

II. SCOPE

1. OBJECT OF THE AGREEMENT

The object of the agreement is the organisation of teams of interpreters including the entire preparation for the respective assignment, the provision of the interpreters, and any possible follow-ups for the client's event based on the requirements stipulated by the client and agreed in writing in the contract.

2. DEFINITION OF THE SPECIFIC REQUIREMENTS - AMENDMENTS

Upon the conclusion of the contract the client shall inform ad hoc in writing about the specific requirements for the assignment regarding the desired language combination, team compositions, any specific knowledge required beyond the standards customary for experienced conference interpreters, etc. Any later amendments shall only be legally valid if agreed in writing and must be duly signed and provided with the official stamp of ad hoc.

3. DOCUMENTATION TO BE PROVIDED FOR PREPARING THE ASSIGNMENT

The client shall provide ad hoc with sufficient information material and documentation for each and every interpreter on the team as the quality of interpreting services largely depends on the interpreters' opportunities to prepare themselves for the assignment and thus on the information material provided by the client (presentations, programs, invitations, agendas, reference materials from earlier events, a list of websites with relevance for the event on hand, general websites on the topic, websites of the participating companies/institutions/ associations, glossaries etc.), which is especially relevant for texts that will be read out and all video/audio material to be presented. All material shall be sent to ad hoc GmbH as soon as available, but in no case later than 3 days before the start of the event, by email to  This e-mail address is being protected from spambots. You need JavaScript enabled to view it or to any other email address specified by ad hoc for the occasion, whenever possible in MSWord, but in no case in any programs other than MS Power Point or as pdf-files. Any documentation provided in programs other than the ones mentioned above must be accompanied by the respective software with the client responsible for obtaining and providing the user licences for all interpreters and the ad hoc office. The same applies for any videos and/or audio recordings for which interpreting is requested. In the event that the documentation material cannot be provided electronically, it shall be sent to ad hoc by messenger service/standard mail express service to arrive no later than 3 working days before the start of the conference and the number of copies equalling the number of interpreters assigned for the event plus one additional copy for ad hoc office purposes/archives. The documents shall then be forwarded by ad hoc to the individual team members with the appertaining costs to be charged to the client as part of the final bill. If documents are provided in insufficient numbers, ad hoc shall be entitled to produce any additional copies required at the client's expense.  Any failure by the client to provide ad hoc with documents at all, provide such documents in time, or in sufficient quantity shall release ad hoc from all liability with regard to the quality of the interpreting services provided.

Any briefings/preparatory meetings outside the conference hours as in the contract held at the  client's request shall be billed separately at ad hoc's standard rates and terms for interpreting assignments.

4. EXPENSES

The client shall bear all expenses incurred in connection with events taking place outside Vienna as well as events held in Vienna if the particular nature of the event requires contracting interpreters/technicians whose habitual/professional residence is anywhere else (e.g. language combinations not/no longer available locally, etc.). Expenses include, although not exclusively, travel costs, accommodation and board during the period required in the specific case. For events outside Vienna expenses shall be calculated based on the team member's real habitual/professional residence.

a) TRAVEL COSTS

Regardless of the actual mode of travel chosen for assignments within Austria at venues located along the main ÖBB railway lines (Westbahn, Südbahn) travel costs shall be calculated on the basis of the standard fares displayed at the ÖBB website (www.oebb.at) plus local transport costs at the conference venue. Taxis are the transport mode of choice at the conference venue. In the event of conferences taking place off the ÖBB main lines (Westbahn, Südbahn) the client shall be free to organise its own shuttle service for the team members subject to an acceptable frequency for the individual team members and avoiding unacceptable delays with regard to transit waiting times (more than 30 minutes).

At the client's request and if timewise preferable flights shall also be acceptable for domestic travel with costs to be assumed directly by the client.

For international assignments the choice of transport mode for team members shall be at ad hoc's discretion. Costs shall be assumed by the client.

If for reasons of Force Majeure the intended mode of transport is no longer an option (e.g. problems arising as a result of catastrophes or terror attacks) ad hoc shall at its discretion for the sake of guaranteeing the smooth delivery of the agreed services be free to opt for a different transport mode with (any additional) costs to be assumed by the client even though such costs may not be incurred with the standard transport modes used by ad hoc (kilometre allowance, road charges, etc.).

b) COSTS FOR ACCOMMODATION AND BOARD

For events held outside Vienna and events taking place in Vienna whenever interpreters/technicians from outside Vienna are required (language combination not/no longer available locally etc.) the team is due to arrive on the day before the event. The client shall assume the costs for accommodation at a hotel or comparable establishment of the 3 star category or above.  A number of single rooms equalling the number of team members shall be provided. Rooms shall be organised and paid directly by the client with reservations to be made in the name of „ad hoc". If for any particular circumstances due to the details of the event installation of the equipment must start more than 1 day in advance of the event accommodation and board shall be provided for all technicians as from the evening preceding the start of the installation. If contrary to expectations room standards fail to meet the stipulated criteria ad hoc shall be entitled to take rooms elsewhere at a hotel or establishment  of the agreed category and bill the client accordingly. Departure is usually scheduled on the last day of the event. If this is not possible for reasons of time/logistics (departure is possible only after last train to intended destination has left, conference closes later than 8.00 pm etc.) the client shall also provide accommodation for the following night.

On conference days as well as the day of arrival, the day of departure, or any idle days in between assignments for the same client the client shall provide 3 main meals (on arrival day if not a conference day and unless otherwise agreed dinner only, on departure day if not a conference day and unless otherwise agreed breakfast only), with breakfast usually to be provided at the hotel, lunch at the conference venue, and dinner at the team members' discretion. If total travel time one way is in excess of four hours the client shall bear the costs for meals taken en route. Unless agreed differently in writing the client shall, wherever possible, assume meal costs directly. Any meals not provided/directly paid for by the client shall be billed to it by ad hoc as part of the final bill or reimbursed by it in the form of a flat meal allowance.

The client shall provide beverages in sufficient quantities for the members of the team throughout the entire course of their interpreting assignment independently of the venue. The costs for such beverages as well as the costs for drinks/refreshments for team members during coffee breaks shall be borne by the client.

Telephone charges incurred by individual team members and unrelated to the event, minibar expenses, costs occasioned by accompanying persons of team members, etc. shall not be borne by the client. In the event of failure by the team member to pay these costs directly upon check-out the client shall notify ad hoc thereof within three days in writing, providing all necessary details as to the nature of these costs, the grand total occasioned, and the name of the person responsible so that these expenses can be collected and the client be reimbursed. The client shall, however, not be entitled to any set-off of any such costs against the grand total of the payments owed to ad hoc.

5. FEE

The fee charged for interpreting assignments shall be determined exclusively on the basis of the rates charged by ad hoc GmbH for specific services and/or the written quotations provided by ad hoc upon request.

Quotations shall require the written form to become valid. Any other type of quotation shall only be regarded as an unbinding estimate.

Interpreting fees are generally defined as half day and full day rates.

Half day rates cover a maximum presence of the interpreters at the event venue of 4 hours.

Full day rates cover a) either a maximum presence of the interpreters at the event venue of 8 hours or b) in the event that the conference is interrupted by long breaks of more than three hours each already scheduled in the original agenda a mere working time of 6 hours.

For working time in excess of the maximum hours mentioned above extra hours shall be charged for each interpreter.

The periods used as basis for calculating half and full day rates as well as extra hours shall commence from the point of time stipulated by the client in writing as the time by which it expects the interpreters to arrive at the venue. Any late start of the conference shall not be considered in calculating the total time span of the interpreting assignment. Fragments of hours in addition to full hours shall qualify as full hours for calculation purposes.

Alternatively, flat totals can be agreed for specific hours laid down in the contract. In this event extra hours shall be charged as from the end of the stipulated time span onwards.

Unless agreed differently, no extra costs shall be charged for organisation.

Any extra services requested by the client (e.g. audio taping of the interpreters' voices, publication of audiotapes thus produced, etc.) shall be billed separately.

6. COMPLAINTS

In the event of complaints by the client regarding the quality of the interpreting services provided it shall

1) notify the on-site contact person of ad hoc without delay (no later than within 10 minutes from its first perception thereof) providing a detailed definition of the presumed faults and clearly identifying the interpreter in question,

2) without delay (no later than within 30 minutes from its first perception thereof) contact ad hoc headquarters on the Viennese telephone number +43-1-585 19 50 providing a detailed definition of the presumed faults and clearly identifying the interpreter in question,

3) without delay (no later than within 1 hour from its first perception thereof) notify ad hoc in writing of the presumed faults by email or fax to +43-1-585 19 50 providing a detailed definition of the perceived faults and clearly identifying the interpreter in question,

4) provide proof of the presumed faults (e.g. tapes).

Any complaints raised only after the close of the event cannot be heeded.

Compensation claims by the client for faults shall be exclusively addressed to the individual team member concerned, but not to ad hoc.

7. EXCLUSIVITY

ad hoc shall be the client's sole contact for the assignment before, during, and after the event offering its services either individually or as part of a package. It is herewith specifically pointed out that all interpreters and translators contracted by ad hoc are explicitly banned from assuming direct assignments from ad hoc's clients or offering their services directly to the latter (e.g. by handing out business cards etc.). All ad hoc clients agree to notify ad hoc without delay of any such behaviour and to appear as witnesses for ad hoc in any court proceedings initiated by ad hoc as a consequence of any direct business relationships initiated between ad hoc clients and ad hoc freelancers for infringement of non-competition clauses.

8. PAYMENT

Unless agreed differently in writing interpreting services shall be due for payment right after the event closes. ad hoc shall be entitled to demand adequate advance payments. In the event that the client is a private individual or a foreign-based entity ad hoc shall be entitled to demand full advance payment of the entire bill. Delay interest of 8% shall be charged in the event of delayed payments. All collection costs and legal expenses incurred as a consequence of the client's default shall also be borne by the client.

9. CANCELLATION

Cancellation fees for cancellations of contracts before the event shall total:

a, 30% if the contract is cancelled more than one month before the scheduled start of the

conference

b, 50% if the contract is cancelled less than one month and more than half a month before the

start of the conference

c, 100% for any cancellations at any later point

plus 20% VAT in each case. Any costs incurred for third party services already used/booked  (e.g. plane tickets for interpreters, hotel rooms, etc) shall also be borne by the client. Office costs already occasioned (e.g. for bookings of interpreters, briefings etc.) shall equally be borne by the client in full. A cancellation fee of 100% shall be charged for all events scheduled to take place during the top conference seasons (May, June, September, October) for all cancellations less than 2 months before the start of the conference.

10. FORCE MAJEURE

In the event of Force Majeure ad hoc shall notify the client accordingly without delay. Force Majeure shall entitle both ad hoc as well as the client to resign from the contract. The client shall, however, reimburse ad hoc for all expenses already made or services rendered.

Force Majeure shall include in particular but not exclusively: labour conflicts, acts of war, civil war, unexpected events severely impairing ad hoc's possibilities to render the services agreed in the contract in desired quality, chance, accident, death.

11. DATA PROTECTION

Any personal client data revealed to ad hoc as part of the business relationship shall be processed by ad hoc or any of its partner companies in compliance with the respective legal provisions.

12. CLOSING STIPULATIONS

All and any supplementary agreements, amendments, and/or changes to these Terms and Conditions as well as the respective individual agreements require the written form to become legally valid.

Should any of the provisions - no matter for what reason whatsoever - prove or become ineffective the validity of the remaining provisions shall not be affected thereby.

Vienna shall be the venue for all disputes arising from these Terms and Conditions.

AUSTRIAN LAW SHALL GOVERN.

Dated: 1^st May 2007.