General Terms and Conditions

Dated: November 2009

1 Scope of agreement

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to any agreements with regard to translation and text services between Isabell Freund, Rechtsanwältin – Übersetzerin, 63571 Gelnhausen, Germany, (hereinafter referred to as “Translator“) and the ordering party (hereinafter referred to as “Client“) unless explicitly agreed otherwise or provided by law.
1.2 These GTC shall be deemed accepted by the Client with the ordering of the respective services and shall apply during the total duration of the business relationship.
1.3 Any general terms and conditions provided by the Client shall only be binding for the Translator to the extent explicitly confirmed by the Translator in writing.

2 Services; Client’s cooperation duties

2.1 Any translation or, respectively, other textual service shall be provided as soon as practicable and applying highest diligence and care in accordance with industry standards. Client shall receive the contractually agreed copy of the translation or text.
2.2 Information and material (such as terminology lists, glossaries provided by the Client, reference documents, drawings, tables, abbreviations, previous translations in the same case, etc.) which are necessary to perform the respective translation or text service shall be provided to the Translator by the Client without request and in due time.
2.3 The Translator shall not be liable for any defects and defaults which are the result of a failure or a delay to supply information material or instructions by the Client.

3 Rates; Terms of Payment

3.1 Unless otherwise stated, all prices are given in EURO. Prices may be subject to change from time to time. Any rates that are provided in connection with offers, cost estimates, etc. are exclusive of VAT.
3.2 Any offers based on a cost estimate merely provides a price calculation which is based on the source text, including any shortenings or extensions of the size of the text in accordance with the Translator’s experience. However, for the calculation of the final rate the actual length of the text provided by the Translator or any separate agreement in writing shall be decisive.
3.3 In general, the cost of services provided and any additional cost, if applicable, shall be invoiced to the Client following the completion and delivery of the ordered services and shall be due and payable not later than 14 days following this date and receipt of the respective invoice.

4 Time of delivery

4.1 Any delivery dates or times which are agreed, whether binding or non-binding, between the parties must be agreed in writing und shall be complied with to the best of the Translator’s knowledge and belief.
4.2 If the Client’s cooperation is required or agreed with regard to the Translator’s performance, the delivery time shall be extended by the time the Client fails to fulfil its obligation.
4.3 The Translator shall not be liable insofar as she fails or defaults to provide the services agreed due to force majeure or any other events or circumstances beyond her reasonable control. In these cases any further rights, in particular claims for damages, shall be excluded.
4.4 If the subject of any assignment is changed, delivery times and rates of the services are subject to renegotiation.
4.5 The sending of the translation or edited text shall be decisive with regard to determination of the punctual delivery of the translation or text.

5 Order cancellation

If the Client retracts the commission of an order without legal or contractual justification, the Translator shall be compensated for the services provided up to the time of retraction.

6 Performance by third parties

6.1 Translator may employ third parties to provide services to the extent she considers reasonable and required. In this case she shall only be liable for a careful selection of any third party provider.
6.2 Translator shall cause any third party commissioned to sign a confidentiality agreement in order to maintain existing confidentiality obligations vis-à-vis her Client.

7 Client’s rights in case of defects

7.1 Translator preserves the right to supplementary performance. Initially, Client shall only be entitled to claim the correction of any potential defects of the translation or other text service.
7.2 Any claim for supplementary performance has to be made by the Client specifying the error. Any such claim for supplementary performance shall be excluded if the Translator does not receive such notice of defect within two weeks following the supply of the translation/text.
7.3 If the Translator fails to remedy any defects claimed by the Client within reasonable time or rejects the remedy of defects or if the remedy of defects is deemed to be failed, Client shall be entitled, following a hearing of the Translator, to commission another person to remedy such defects on her expense or alternatively to claim mitigation of payment or rescind of contract. The remedy of defects shall be deemed failed if the translation or other text still shows defects even following several supplementary performances.

8 Liability

8.1 Liability of the Translator and her vicarious agents is limited to typical, foreseeable damages and a breach of material duties. The amount of liability shall be limited to the respective contract value.
8.2 Translator provides her services in accordance with the instructions provided by the Client in writing. Client shall be responsible for the clear, unambiguous and timely specification of the assignment, in particular with regard to the purpose or intended use of the service. Translator shall not be liable for defects of any translation or text which are the result of incorrect or incomplete information or information which was not made available in time or due to defective or illegible source texts.
8.3 Any statement of the Translator shall only constitute a representation or guarantee if expressly designated as such.
8.4 Translator shall not be liable for any damage or loss during despatch. Furthermore, the Translator shall not be liable for damages caused by computer breakdowns and transmission failures in case of despatch by e-mail or by a virus.
8.5 In addition, the Translator shall be liable for damages based on intent or gross negligence of the Translator, her representatives or vicarious agents pursuant to statutory regulations. Furthermore, the statutory provisions shall apply with respect to culpable injury of life, personal injury, health injury and breach of material contractual obligations.
8.6 If not provided to the contrary in the foregoing, Translator’s liability shall be excluded.

9 Confidentiality; Data Protection

9.1 Translator shall treat the personal data of her Clients and all information transferred in the context of their assignment as strictly confidential. Translator shall not disclose or make her Clients’ personal information available to third parties in another manner. Personal data will only be used for contact purposes.
9.2 Translator will comply with all applicable legal provisions regarding data protection (e.g., German Data Protection Laws, European Data Protection Directives) and any other applicable data protection legislation. In particular, Translator will not provide or otherwise disclose any personal data of the Client to any third party without prior written authorization by the Client.

10 Delivery

Client determines the media and the manner of delivery of the translations or, respectively, texts. Generally, translations and texts shall be delivered by e-mail. Any cost, if applicable, with regard to express and/or courier delivery shall be borne by the Client. Upon delivery to a mail or courier or carrier or e-mail service provider the risk of dispatch shall pass over to the Client.

11 Retention of title; Intellectual Property Rights and Copyrights; Indemnification

11.1 Translator reserves title to the translation or edited text until receipt of full payment of the respective services. Client shall be granted the right to use the translation or text upon receipt of full payment of the respective services.
11.2 All material provided by the Translator (e.g. translations) is copyright protected. Translator reserves all rights in connection with this material. Any intellectual property rights remain with the Translator and may not be used without the express authorization by the Translator.
11.3 Client shall indemnify the Translator from any claims arising out of copyright infringements that may be enforced – including by third parties - vis-à-vis the Translator based on the translation or text service.

12 Amendments

Translator reserves the right to modify these GTC at any time and without prior notice by posting the amended GTC on the website. Translator shall promptly inform the Client of the changes. If the Client does not object to these within two (2) weeks after receipt of the notice of the changes, the amended GTC shall become part of all existing agreements and assignments.

13 Severability

Should any provision of these GTC be or become invalid in whole or in part, or should these GTC contain any gaps, the validity of the remaining provisions shall remain unaffected. In place of the invalid or absent provision, a valid provision will apply, which reflects as close as possible the commercial and legal purpose of the invalid or absent provision.

14 Language

In case of inconsistencies between the German and the English version of these GTC the German version shall be binding.

15 Applicable Law; Jurisdiction

15.1 These GTC will be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding those with regard to conflict of laws principles.
15.2 Place of jurisdiction for any disputes arising under these GTC shall be Gelnhausen, Germany.