Scope of validity

These terms and conditions apply to contractual agreements concluded between more-translations (hereinafter referred to as the Service Provider) and its Client. They are valid for all cases which are not either expressly agreed otherwise or subject to divergent legal requirements. The conclusion of a contractual agreement between the Service Provider and his Client (hereinafter referred to together as the Contracting Parties) represents the inauguration of a business relationship between them. With the issue of instructions to the Service Provider for the provision of services the Client demonstrates implicit recognition of these terms and conditions, which shall then remain in force for the duration of the business relationship. Terms and conditions issued by the Client shall only be binding for the Service Provider insofar as these have been expressly acknowledged by the latter.

Assignments for the provision of services

Assignments for the provision of services shall be communicated to the Service Provider by the Client in writing. An assignment shall be considered to have been accepted when it has been confirmed in writing.

The source text shall be delivered to the Service Provider personally, by post, by telefax or by means of an electronic communication system. The assignment shall be considered to be binding for both of the Contracting Parties when it has been received in writing by and the source text has been delivered to the Service Provider. The Service Provider shall not be liable for delays resulting from erroneous or incomplete transmission of the source text. The Client shall inform the Service Provider at the time of issuing the assignment (or earlier) of any special requirements in respect of the implementation of the translation (translation on electronic media, number of copies, layout and formatting of the translation etc.). The purpose which is to be served by the translation is to be stated. If the translation is to be printed, the Client shall provide the Service provider with a proof for the purpose of proofreading.

Requirement to provide information and explanations on the part of the Client

The Service Provider reserves the right to direct queries relating to statements or descriptions contained in the source text to the Client; however, he is not obliged to do so. The Client undertakes to provide comprehensive information of this nature even in cases where the translation can be performed on the basis of the sense of the text as it may be understood by employing due care and attention and general linguistic appreciation. Therefore every source text should be drawn up according to accepted rules of modern orthography and punctuation and contain only clearly intelligible, unambiguous terms and phrasing (accessible to non-experts). Texts shall only then be adapted to conform with the Client’s company specific terminology where sufficient and complete documentation to this effect (especially company glossaries, previous translations, images, drawings, tables and abbreviation lists etc.) is provided unbidden with the commissioning of the assignment or earlier. Liability for errors arising on account of this requirement not having been fulfilled shall be borne by the Client.

Execution

The Service Provider may at his discretion engage the services of third parties in order to carry out the assignments with which he has been commissioned. His responsibility in this respect is limited to his paying due care and attention in selecting subcontractors. Contact between the Client and third party subcontractors is only permissible in agreement with the Service Provider. The translation shall be executed according to the principles of proper professional practice. The task of the Service Provider consists in the correct and appropriate rendering of a given text in another language. It may be required of a translation that it fulfils the same quality standards as the original text. It is not, however, to be expected that a translation exceeds the quality standards displayed by the original text, for it is not the task of the translator to provide for improvements in the formulation of a text whilst translating it. Examples of this include the correction of orthographic or punctuation mistakes which render the text unintelligible or ambiguous and stylistic or other improvements of awkwardly phrased passages. Liability for shortcomings in the source text shall be borne entirely by the Client.

Insofar as no differing agreement between the Contracting Parties has been reached, all translations shall be delivered in the form of unformatted proofs free from serious orthographic or grammatical mistakes and in accordance with normal standards of writing. Before such proofs are properly typeset they should be reviewed and altered if necessary by the Client. If expressly commissioned to do so, the Service Provider shall undertake the processing to the stage of final proof including all proofreading stages, which service shall be invoiced separately. Technical terms shall be translated on the basis of commonly accepted, lexically appropriate and generally intelligible usage unless the Client has issued specific documents and/or instructions for particular treatment. The Service Provider shall not be liable for any shortcomings in the translation which can be attributed to poorly legible, incorrect or incomplete source texts or to erroneous or false Client specific terminology.

For work which has to be carried out under time pressure for which the Client is responsible, e.g. for which the necessary proofreading and corrections cannot be carried out adequately, hand-made corrections to the first proofs cannot be integrated into the text or any other part of the work flow is rendered impossible or restricted for reasons for which the Client is responsible, no guarantee can be given that the quality standards referred to above can be maintained. The Client is not entitled in such cases to reduce the contract price. Where parts of the work process are not executed in such cases, the extra load accruing to the Service Provider on account of the time pressure for which he is not responsible shall be considered to cancel out possible claims for reduced payment.

Interpreting assignments shall be executed according to the principles of proper professional practice. The task of the Service Provider consists in the correct and appropriate rendering of speech in another language. It may be required of an interpreting service that the result rendered in the target language fulfils the same quality standards as the original spoken word.

Complaint procedure and redressal of shortcomings

If the Client is acting as a businessperson, then claims for redressal shall only be accepted as follows: In the case of obviously apparent shortcomings when they are lodged in writing immediately after delivery of the translation or fulfilment of another service; in the case of recognizable shortcomings encountered during the required inspection of the goods or services which shall be carried out without delay following their delivery when they are lodged in writing as soon as possible after their discovery. In each case the shortcoming shall be described in detail. Complaints brought by non-businesspersons shall also be lodged in writing accompanied by details of the nature of the shortcoming. All complaints in respect of shortcomings shall become null and void insofar as they fail to be notified in accordance with the following schedule: In the case of commercial transactions as well as non-commercial transactions obviously apparent shortcomings are to be lodged in writing within two weeks of delivery of the translation or fulfilment of another service. In the case of commercial transactions recognizable shortcomings are to be lodged in writing within four weeks of delivery of the translation or fulfilment of another service and hidden shortcomings are to be lodged in writing within two weeks of their discovery. In cases where the Client has notified the Service Provider of shortcomings and proven the validity of his complaint in compliance with the above the Service Provider undertakes to provide for replacement, rectification, annulment or other form of redress at his discretion (see Sections 633 and 634 of the Federal Legal Code). The Client shall declare a reasonable period of time within which the shortcoming is to be removed. Should the replacement or rectification prove to be ineffective, then the right to claim mitigation or annulment shall be reactivated.

Liability

The Service Provider is liable to provide for an appropriate redressal for gross negligence and wilful malice aforethought. Liability in cases of minor negligence shall be restricted to those cases in which essential contractual obligations fail to be observed. No liability shall be borne by the Service Provider for loss or damage occurring to electronic media or equipment provided by the Client. It is the responsibility of the Client to ensure that his data is adequately protected.

Should nevertheless a justified claim arise, the Service Provider shall be liable for damage to property up to the insured pecuniary detriment sum in each case.

Should the Client fail to indicate the purpose of the text on commissioning the assignment, especially in cases in which the target text is intended for publication or for advertising purposes, then he shall not be able lodge claims against damages incurred on account of the target text proving to be inadequate for the purpose, nor on account of the publication or advertisement needing to be repeated because of an inadequate adaptation, nor on account of resulting damage to the firm’s image or reputation. Should the Client fail to indicate that the translation is to be printed and further fail to provide the Service Provider with proofs for inspection before the material is printed, then the responsibility for shortcomings of all kinds shall be borne entirely by him.

Delivery times

Delivery times and schedules shall be agreed on placement of an order for an assignment and are binding. The Client shall only be entitled to abrogate the contract in cases in which the Service Provider fails to provide the services agreed or meet the agreed deadline when the deadline has been exceeded by an unreasonably large margin and he, the Client, has already set an extension deadline in writing or by means of electronic communication. In respect of commercial transactions the Service Provider shall bear liability for late delivery, non-delivery and also for vicarious agents. For both commercial and non-commercial transactions the liability shall be restricted in cases of minor negligence to double the invoice value of the delivery or service which is the cause of the damage. For commercial transactions the liability shall be restricted in cases of wilful malice aforethought or gross negligence on the part of the Service Provider’s vicarious agents who are not part of his senior management team to three times the invoice value of the delivery or service which is the cause of the damage and to a maximum of 20,000 Euros. In respect of commercial transactions, the liability restrictions named in the previous sentence shall be reduced to a third of the named amounts where the Client is insured against damage caused by the Service Provider. However, the Service Provider shall not be considered to have failed to fulfil his contractual obligations in cases where delay occurs for reasons over which he has no control (e.g. postal delays, third-party server failure etc.). If a deadline cannot be met for reasons of force majeure, then the Service Provider may withdraw from the contract or request an appropriate extension of the deadline from the Client. Further claims on the part of the Client, especially claims for damages, shall be excluded in such cases. In cases where the object of the assignment undergoes change deadlines and fees are to be renegotiated. The Client is not entitled to establish claims for annulment or mitigation on account of failure to fulfil deadlines as perceived by him. The right to terminate the contract on the basis of the current legal framework governing contractual agreements remains unaffected.

Maintenance of confidentiality

The Service Provider undertakes to maintain confidentiality in respect of information and documents made available to him by the Client. Where text and data is transmitted using electronic communication equipment and in other cases of communication via electronic channels between the Client, the Service Provider and his vicarious agents it is not possible to guarantee absolute security in respect of company and classified information and other confidential data as the possibility cannot be excluded that unauthorised third parties may obtain access to the texts during transmission via electronic channels.

Fees and their calculation

The Service Provider shall draw up a calculation of the fees due for the translation immediately following its completion. Invoices are due for payment immediately on receipt, at the latest within 14 days of the date of the invoice. In each case the amount payable is the total amount shown in the invoice without any reduction. Payment shall be made by bank transfer or in cash. For long-term projects intermediate invoices may be drawn up according to the progress of the work. These shall be payable as indicated above irrespective of previous or future invoices relating to the same project. In certain cases, e.g. initial orders placed by previously unknown clients whose creditworthiness is unproven, other methods of payment may be employed such as payment in advance or payment on delivery. The fees due are to be negotiated on a case by case basis according to tender. If the fees payable are not agreed in advance, then payment according to usual rates taking account of the type and degree of difficulty of the assignment shall become due. In this respect at least the rates laid down in the law on the remuneration of expertise providers, interpreters, translators and on the compensation for honorary magistrates, witnesses and third parties (Legal Remuneration and Compensation Act – JVEG) shall be considered to be appropriate and usual. All tenders and prices quoted shall be regarded as issued without obligation on the part of the Service Provider. Prices are given in Euros unless another currency is specified. All prices are quoted net, i.e. without value added tax.

Retention of title and copyright

The Client shall obtain the right to use the translation only after it has been paid for in full. The translator retains the copyright of the translation.

Termination of contract

In addition to other important reasons the Service Provider reserves the right to terminate a contract without notice if he has reasonable grounds to assume that his claim for remuneration of the services provided shall not be fulfilled or not fulfilled within the required period of time (e.g. in cases of actual arrears of payment or for other reasons, see Section 626, Federal Legal Code). No particular form of termination needs to be observed in such cases. No claims for damages for whatever reason can be lodged against the Service Provider. In cases where the Client terminates the contract he shall be liable to pay the fees accruing up to the termination of the contract on the basis of the work performed. The assessment of the work performed in such cases shall be based entirely on the Service Provider’s records. The Client has the right to provide evidence as to whether damage has not occurred and how much this may be.[

Interruption, force majeure, network or server failure, viruses

The Service Provider shall bear no liability for damage arising as a result of operational interruptions, especially those due to force majeure such as natural events and traffic hold-ups, network and server failures as well as any other transmission disturbances over which he has no control. Further, the Service Provider shall bear no liability for damage arising on account of computer virus attacks. The Service Provider’s data processing equipment and software (networks, workstations, programs, files etc.) are regularly scanned for injurious software. In cases where files are delivered using electronic channels such as email, file transfer or any other kind of remote transmission the Client shall be responsible for performing a final check of the transmitted material. Claims for damages in this respect cannot be acknowledged.

Applicable law and competent courts of law

The contractual and further relationships between the Contracting Parties shall be entirely subject to German law to the exclusion of international purchasing law. Insofar as this is admissible, the court of law exclusively competent for the hearing of any disputes arising shall be the district court responsible for the place of residence of the Service Provider.

Effectiveness of individual provisions

The validity and effectiveness any part of these General Terms and Conditions shall not be affected by any case of inoperativeness which may prove to be present from the beginning or arise in the subsequent course of events in respect of any other provision of the General Terms and Conditions. In place of a provision which proves to be inoperative that alternative and valid provision which most closely reflects the legal or commercial purpose of the inoperative provision shall be deemed to be effective.