Terms and Conditions

Verbal quotes are given for guidance only. They are not binding on AbroadLink and are subject to written confirmation on receipt of the Original Works. Written quotes remain valid for 30 calendar days after despatch. The Price of a Service is determined either on the basis of standard prices negotiated with the Client or on the basis of quotes prepared by AbroadLink.

Any Prices agreed for the Work Products and/or Services are also conditional on the accuracy and adequacy of your description of the Original Works, the purpose of the Work Products and/or Services, and any other instructions. In the event that, in our opinion, your description of the Original Works, the purpose of the Work Products and/or Services, or any other instructions are in any respect inaccurate and/or inadequate, we reserve the right to amend any quote or reasonably to increase any previously agreed Price for the Services and/or the Work Products unilaterally.

Each Quote shall be accompanied by project-specific “Specific Terms and Conditions”, which form an integral part of the Quote and of the Agreement between the Parties. The Specific Terms and Conditions set out the applicable quality specifications and service levels for the project, including, where relevant, the processes to be followed (such as procedures compliant with ISO 13485, translation and revision workflows conforming to ISO 17100, and quality-management controls in line with ISO 9001), as well as any other technical or regulatory requirements expressly agreed in writing between the Parties.

Client agrees to pay to AbroadLink for the Services the Price set forth on the applicable Order in the currency specified therein.

All payments are due to AbroadLink as specified in the Order. All payments shall be made without deduction or set-off of bank charges. If the Client fails to pay AbroadLink any sum due pursuant to these T&C, the Order or otherwise, the Client will be liable to pay interest to AbroadLink on such sum from the due date for payment at the rate of 2 percent (2%) per month or the highest rate permitted by governing law, whichever is less, accruing on a daily basis until payment is made, whether before or after any judgment. If any such sum remains unpaid on the due date, all other outstanding sums payable by the Client shall become due and payable immediately. Unless otherwise stated, all amounts due to AbroadLink hereunder are exclusive of carriage, packing, insurance and any and all taxes (including value added tax and withholding taxes), assessments, charges and levies of any governmental authority, all of which shall be the sole obligation of Client, except for taxes payable on the income of AbroadLink.

We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes.

An additional fee of between 15 – 50% plus VAT shall be added to the ordinary Service fees where the Service needs to be provided within 24 hours of instruction. This should be specified in the Order.

Payment shall be made by the Client to AbroadLink by cheque, direct debit, bank transfer or cash in the currency set out in the quote. Cheques shall be made payable to AbroadLink Translations, S.L. and sent to Paseo de la Castellana 40, 8th Floor, Madrid, 28046, Spain. The Client shall be responsible for paying bank charges and/or any other additional charges.

Failure to pay any invoice in accordance with the terms hereunder, or other terms specified in the Contract, shall entitle AbroadLink to suspend further work both on the same Order, and on any other Order from you, without prejudice to any other right we may have.

Retention of Title and payment. Without prejudice to Clause 7 (Delivery and notice) and Clause 8 (Intellectual Property and Retention of Title), ownership of the Work Products and any associated Intellectual Property Rights shall not pass to the Client until all amounts due for the relevant Work Products and/or Services have been received by AbroadLink in full. Until such time, title shall remain vested in AbroadLink, even though risk passes to the Client upon delivery under Clause 7. To the extent permitted by applicable law, AbroadLink may treat any licence granted in respect of the Work Products as automatically suspended or revoked in the event of non-payment until full payment is received.

The Client is solely responsible for complying with all applicable copyright and related laws in any and all countries of the world.

The Client represents and warrants that it owns, is licensee of, or is otherwise lawfully entitled to possess, use, reproduce and translate the Original Works and all components thereof, and that the translation of the Original Works or other Services in relation to them, as well as the publication, distribution, sale or other use of the Work Products, shall not infringe any copyright, trademark, patent or other right of any third party.

The Client agrees not to hold AbroadLink responsible for any infringement of copyright or other intellectual property rights arising from the Client’s use of AbroadLink’s Services or any copyrighted material, and shall indemnify AbroadLink in respect of any claims, proceedings, costs and expenses arising out of any infringement of copyright, patent or other third-party right in connection with the Original Works and/or the Work Products.

The Parties expressly agree that, to the fullest extent permitted by applicable law, title to and ownership of the Work Products, including copyright and all other intellectual property rights therein, shall remain vested in AbroadLink by way of retention of title until AbroadLink has received payment in full of all amounts due in respect of the relevant Work Products and/or Services. Risk in the Work Products passes to the Client upon delivery, but title remains with AbroadLink until such payment has been received in full.

Where documents, advertising and promotional material are to be used for normal business purposes (and not for publication and sale in the open market), it is accepted as standard business practice and expressly agreed that all Work Products and the copyright, know-how and trade secrets therein shall remain the property (but not the risk) of AbroadLink until AbroadLink has been paid in full for the Work Products and/or Services, in accordance with the retention-of-title arrangement set out in Clause 8.2.1. Upon such full payment, and unless otherwise agreed in writing, the Client shall acquire the economic rights in the Work Products necessary for such normal business purposes.

However, for texts which are published and sold in the open market, in the absence of a specific written agreement to the contrary, copyright in the Work Products shall remain the property of AbroadLink even after full payment. Where the Work Products are known by AbroadLink to be intended for publication, it is agreed that, in consideration of the agreed fee and upon payment thereof in full, AbroadLink grants to the Client a licence to publish the Work Products on a single occasion.

Where copyright in any Work Products is expressly assigned to the Client by written agreement, such assignment shall take effect only upon payment of the agreed fee in full. Until such payment has been received, copyright and all other intellectual property rights in those Work Products shall remain vested in AbroadLink by way of retention of title as described in Clause 8.2.1.

The Parties acknowledge that the retention-of-title provisions in this Clause 8.2 are intended to apply to the Work Products and to any associated intellectual property rights to the extent permitted under the governing law of the Contract and any mandatory local rules on retention of title.

Notwithstanding the above allocation of rights in the Work Products, the Client acknowledges that AbroadLink is and shall remain the sole and exclusive owner of all right, title and interest in and to:

(i) all methodology, information, software and databases used in producing the Work Products and/or providing the Services on the Original Works; and (ii) any inventions, methodology, innovations, know-how, databases and other materials developed by AbroadLink in the course of producing the Work Products and/or providing the Services on the Original Works.

For the avoidance of doubt, nothing in this Clause 8 shall be construed as assigning or licensing to the Client any intellectual property rights in such methodology, tools, platforms (including any AI tools and aiHubLink), software or databases, other than as strictly necessary for the Client to benefit from the Work Products in accordance with these T&C.

Except as provided below, and (on our part) save as necessary in order for us to provide the Services neither party may use any of the other party's Confidential Information.

Except as provided below, neither party may disclose to any other person any of the other party's Confidential Information.

Either party may disclose the Confidential Information of the other:

(i) 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:

(a) promptly notifies the owner of any such requirement; and

(b) 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.

(ii) To its (or any of its associated company's) personnel, sub-contractor’s personnel or any person whose duties in connection with these T&C reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:

(a) is informed of the obligations of confidentiality under these T&C; and

(b) complies with those obligations as if they were bound by them.

This clause shall not apply to information which: (i) becomes generally available to the public through no fault of the receiving party; (ii) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from transferring the information to the receiving party by any contractual, legal or fiduciary obligation.

The obligation of confidentiality contained within this clause shall survive termination of the Contract howsoever caused and the parties agree that each party shall, upon request, return or delete all documents and electronic media containing the other party’s Confidential Information, including all copies thereof.

AbroadLink represents and warrants to Client that: (i) it has the right to perform the Services in accordance with the terms of these T&C; (ii) it will perform the Services in accordance with customary industry standards although, such Services being the product of human endeavour, AbroadLink does not represent that they shall meet the Client’s specific requirements and shall be error-free; (iii) the Services offered by AbroadLink comply with the requirements of the ISO 9001 Quality Management standard. Translation work, which includes editing, complies with the ISO 17100 standard for Translation Services. and (iv) all Services will meet reasonable commercial standards, and, to this end, AbroadLink shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the Work Products and perform the Services.

For ISO 13485-certified services, AbroadLink guarantees the selection of translators and editors in accordance with the requirements set out in AbroadLink's quality manual for language service providers specialising in the fields of health, medicine and life sciences.

AbroadLink hereby disclaims all other representations and warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Work Products including, without limitation, implied warranties of merchantability, unless expressly set out in the Contract. Furthermore, AbroadLink does not warrant that or make any representation regarding the use of the Work Products in terms of their accuracy, correctness, reliability or otherwise.

In performing the Services, we may, at our discretion, use automated tools and systems, including but not limited to machine translation engines, terminology extraction tools, automated quality-assurance tools and generative artificial intelligence (together, “AI Tools”), where we consider this appropriate to improve, streamline or help guarantee the quality, consistency, safety or efficiency of the Services.

The use of AI Tools shall not reduce the level of human involvement or quality specified in the Contract, in any Order or in any project-specific Specific Terms and Conditions. Where the Services are ordered as ISO 17100-compliant translation services and/or as ISO 13485-certified translation services, AI Tools are used only as support tools within a human-in-the-loop workflow and do not replace the required human translation and revision steps.

We use, among other tools, our proprietary platform “aiHubLink”, which is an AI-assisted translation and quality-management environment that combines secure generative machine translation based on large language models, translation memories, terminology databases and automated quality checks in a controlled, human-in-the-loop workflow. aiHubLink is designed to pre-translate and analyse content and to support our translators and revisers, not to replace professional human judgement, and its generative machine translation component relies on large language models configured and, where applicable, customised to client specifications in order to achieve state-of-the-art translation performance for the relevant subject matter.

Any use of AI Tools, including aiHubLink, shall be subject to the confidentiality obligations set out in Clause 9 and to any applicable data protection obligations. We shall not intentionally use Client Confidential Information to train or improve publicly available AI models, nor shall we intentionally configure any AI Tool in a manner that allows third parties to access Client Confidential Information, except where we have obtained your prior written consent or where this is strictly required by law.

We may retain Original Works and Work Products within aiHubLink and other internal systems for purposes of (i) providing the Services, (ii) ensuring traceability and quality control, and (iii) improving our internal, non-public language resources and AI models, in each case in accordance with these T&C and any applicable data protection laws. For the avoidance of doubt, such use does not affect the allocation of Intellectual Property Rights as set out in Clause 8.

If your internal policies, your notified body or any applicable regulatory requirements prohibit or restrict the use of certain types of AI Tools for specific projects, you shall inform us of this in writing before placing the Order or, at the latest, before we begin work. In such cases, we will adapt our processes accordingly, and we reserve the right to adjust the Price, Delivery Date and/or Service level to reflect any additional effort or constraints that result from such restrictions.

Without prejudice to Clause 10 (Services Warranty), we undertake to perform the Services in conformity with: (i) the specifications set out in the applicable Order and in any project-specific “Specific Terms and Conditions”; (ii) our documented quality management system; and (iii) any applicable regulatory or normative requirements expressly agreed in writing between the Parties (including, where relevant, ISO 9001, ISO 17100 and ISO 13485).

We shall implement and maintain appropriate measures to ensure traceability of the Services performed, in particular enabling identification, for each Order and project, of the personnel involved, the subcontractors (if any), the key tools and systems used, and the quality controls carried out. The level of detail and retention periods for such traceability shall be determined by our quality management system and, where applicable, the Specific Terms and Conditions or any separate quality agreement between the Parties.

We may subcontract the performance of the Services, in whole or in part, provided that: (i) we remain fully responsible to you for the performance of the Contract; (ii) all subcontractors are bound by written obligations of confidentiality and quality comparable to those set out in these T&C and in the Specific Terms and Conditions; and (iii) where required by applicable law, by your notified body or by the Specific Terms and Conditions, we notify you in advance of any material subcontracting and obtain your prior written approval.

We shall ensure that all requirements communicated by you and accepted by us (including any specifications, quality or regulatory requirements, change control, audits, traceability, complaint handling and archiving requirements) are effectively flowed down to, and controlled with respect to, any subcontractors involved in the performance of the Services.

We shall maintain up-to-date documentation reasonably necessary to demonstrate control of the Services, including, where applicable, records relating to: (i) operating instructions and project workflows; (ii) qualification and monitoring of translators, revisers and other relevant personnel; (iii) validation and maintenance of key tools, systems and linguistic resources used in the provision of the Services; and (iv) management of non-conformities and corrective actions.

Upon your reasonable request, we shall provide evidence that personnel involved in the performance of the Services are qualified for the tasks they perform in accordance with our quality management system and, where relevant, with ISO 17100 and/or ISO 13485 requirements.

We shall manage any non-conformities relating to the Services in accordance with our internal procedures and shall inform you without undue delay of any non-conformity identified which may affect the safety, regulatory compliance or fitness-for-purpose of the Work Products or Services delivered to you.

We shall cooperate with you in the investigation of complaints relating to the Services, including, where applicable, complaints received by you from your customers, distributors, notified body or competent authorities that may be linked to the Services we have provided. In case of confirmed non-conformity, any corrective actions to be implemented with respect to the Services shall be defined in collaboration between the Parties, without prejudice to the limitations and exclusions of liability set out in these T&C.

We shall notify you in advance of any material change to our processes or organisation that is reasonably likely to have an impact on the quality, safety or regulatory compliance of the Services we provide to you. Such changes may include, in particular: (i) significant changes to key procedures or tools used to deliver the Services (including, where applicable, translation workflows, quality-control steps, or core IT platforms); (ii) material changes in our quality management system that may affect Services provided under ISO 9001, ISO 17100 or ISO 13485; and (iii) material changes in the scope of subcontracting or in the location where the Services are performed, where such changes are relevant for regulatory or quality purposes.

Where Services have been specifically validated or qualified by you or your notified body, and where this has been expressly recorded in the Order, the Specific Terms and Conditions or a separate quality agreement, any change referred to in Clause 13.1 that may impact such validated Services shall, where required by those documents, be subject to your prior written approval before implementation for such Services.

Subject to reasonable prior notice and during normal business hours, you (and, where applicable, your notified body or competent regulatory authorities acting in connection with your regulatory obligations) shall have the right to: (i) carry out on-site or remote quality audits or assessments of our facilities, processes and quality management system to the extent reasonably necessary to verify our compliance with these T&C, the Specific Terms and Conditions and any applicable regulatory or normative requirements expressly agreed in writing; and/or (ii) request completion of quality questionnaires or similar documentary assessments.

The Parties shall agree in advance on the practical arrangements for any audit or assessment, including its scope, duration, participants and the categories of information to be reviewed, so as to avoid undue disruption to our operations and to preserve the confidentiality of information relating to other clients and to our proprietary methods and tools.

Nothing in this Clause shall oblige us to disclose information that is not reasonably required for the purpose of verifying compliance with these T&C, with the Specific Terms and Conditions or with applicable regulatory or normative requirements, or that is protected by legal privilege or by confidentiality obligations owed to third parties. In such cases, we shall use reasonable efforts to provide alternative evidence that is sufficient for the intended verification.

The costs of routine audits initiated by you shall be borne by you, unless otherwise agreed in writing. Where a regulatory authority or notified body requires an audit of our facilities specifically and solely in connection with the Services we provide to you, the Parties shall agree in good faith how to allocate the related costs.

We shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Contract, whether orally or in writing, and you shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.

Other than the death or injury to any person resulting from our negligence, AbroadLink shall not be liable to the Client or any third party for any consequential loss or damage of any kind (including loss of profit) nor for any claim against the Client by any other person or entity, arising from or relating to Services or Work Products rendered by AbroadLink, regardless of the nature of the claim or the form of the cause of action, and even if AbroadLink has been advised of the possibility of such damages. Nor shall AbroadLink be liable for any claim that any deliverable of the Services infringes the Intellectual Property Rights of a third party where the infringement arises from materials supplied by Client to AbroadLink.

Other than for physical injury or death caused by a party’s negligence, notwithstanding anything in these T&C to the contrary, the parties agree that each party’s aggregate liability under these T&C shall not exceed, under any circumstances, the amount of fees paid to AbroadLink pursuant to these T&C during the preceding twelve (12) month period or sixty thousand euros (€60,000), whichever is the lesser.

AbroadLink does not accept any liability for translations undertaken over the telephone or by fax.

You must notify us within 30 calendar days of delivery of the Work Products of any claim arising out of the provision of the Services and/or the Work Products, together with full details of such claim. In any event, we shall not be liable to you if you fail to notify us of any claim within a reasonable time of delivery of the Work Products.

In the event of the use of the Work Products by the Client for a purpose other than that for which it was supplied, the Client shall not be entitled to any compensation by AbroadLink, and the Client shall indemnify AbroadLink against any loss arising as a result to AbroadLink, in goodwill or otherwise.

You acknowledge that any Original Works and Work Products submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Work Products.

AbroadLink takes no responsibility for stylistic errors in translations where no style guides have been accepted or specified by AbroadLink in advance as applying. Both parties understand that translation is not an exact science and no two translators will translate any text in the same way as each other.

Times for expected receipt of the Work Products are approved at the time of Order. AbroadLink undertakes to offer a courtesy discount if, for reasons beyond the Customer's control, the Work is delivered late, in accordance with the discounts published on our website in line with our Timely Delivery Guarantee. AbroadLink reserves the right to amend the Delivery Date and will make all reasonable efforts to contact the Client if there is any change in the Delivery Date.

Client shall, within thirty (30) calendar days of receipt of any finished deliverable of the Services, notify AbroadLink in writing of any suspected defects or errors, including outright mistranslation, omission, typographical error, grammatical mistake, or non-adherence to any approved glossary or reference work, at which point AbroadLink’s liability will be no more than to rectify any such alleged defects or errors, that we feel to be justified, free of charge within a reasonable timeframe. At no time will such allegations delay payment. In the absence of such notification Client shall be deemed to have accepted the deliverable of the Services. Client shall not withhold acceptance because of any discrepancy which does not significantly compromise the accuracy of any Work Products.

Client accepts that it is responsible for verifying that the Services are suitable for its needs. Client shall supply all components, information and materials reasonably necessary to enable AbroadLink to provide the Services.

Force Majeure. Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract if the delay or failure is due to 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), computer systems failure or any other cause whatever beyond its control or of an unexpected or exceptional nature. In such cases the party affected by the events of force majeure shall give prompt notice the other without delay, indicating the circumstances, and shall use its reasonable endeavours to avoid or remove the causes of non-performance. Force majeure shall entitle both AbroadLink and the Client to terminate the Order affected by such event of force majeure, but in any event, the Client undertakes to pay AbroadLink for work already completed.

Urgency. An additional payment in respect of urgent Services may be charged in accordance with clause 5 above (15–50%). However, due to the fact that such urgency may preclude the necessary time to check the Work Products, AbroadLink will not accept any liability for any Work Products submitted on an urgent basis.