TERMS AND CONDITIONS DELANEYTRANSLATIONS
1.1 These Terms and Conditions shall apply to all legally binding transactions between Annina Pfennig - LinguaWays (hereinafter “Translator”) and the Customer, to the exclusion of any Terms and Conditions of the Customer, unless the Parties have agreed in writing that the Customer’s Terms and Conditions should apply. Where these Terms and Conditions refer to the male form, this shall also include the female. These Terms and Conditions shall also apply where the Translator does not explicitly refer to these Terms and Conditions when accepting individual jobs.
1.2 Language services (translation and interpreting) as well as any other services offered by the Translator (e.g. proofreading, cultural consultancy, professional development courses) are purely services. Jobs shall be carried out as per the below conditions, any conditions of the Customer that deviate from this, and which have not been expressly agreed by the Translator in writing, shall not be binding and shall be deemed to have been rejected. Any agreements that depart from these Terms and Conditions need to be confirmed in writing by the Translator in order to be valid.
2.1 Any oral offers are not considered binding and need to be confirmed in writing.
2.2 A valid and binding contract with the Translator shall only be concluded by written confirmation.
2.3 In the event that the Translator was unable to view the entire text at the time of making an offer, the Translator shall be entitled to rescind any originally agreed fees and delivery dates, even after the offer has been accepted by the Customer.
a) The Translator’s job is to transfer source language statements into another language, and to do so in a manner that is both factually and linguistically correct.
b) If there are any errors in the source text, the liability for this shall rest with the Client. In the event that the translation is to be printed, no liability shall be assumed if the proofs were not submitted for approval prior to printing.
c) Any harmonisation with any specialist terminology used by the Client shall only be done if agreed, and if sufficient and complete documentation, such as previous translations, terminology databases, word lists, or similar are made available at the point of the job being assigned. Any such services, as well as any other additional services, shall be separately agreed and charged.
d) It is the responsibility of the Translator to perform the job to the best of their knowledge and belief, diligently and using their specialist expertise for the purpose stipulated by the Client.
e) Upon the Translator’s request, the Client shall make available all information that is available to them, which relates to the text to be translated, including any terminology lists and paperwork. The transfer of any such documents shall be at the Client’s expense.
a) Seminar prices are the prices for the seminar itself, exclusive of any additional costs that may arise (travel expenses, hotel costs, room hire, etc.).
b) The specific conditions for the respective seminars shall be agreed individually between the service provider and the client.
3.3 Expert Opinions
a) Any expert opinions shall be produced independently by the expert, neutrally assessing the facts available. The expert shall be free in their assessment of facts.
4.1 The Translator shall treat all materials and information made available to them as part of the job as confidential.
4.2 If the Translator cooperates with colleagues, then any such colleagues shall be placed under at least a corresponding obligation of confidentiality.
4.3 Documents shall be considered confidential if they are marked as confidential, or where it is clear from that they are confidential in nature. Information shall no longer be considered confidential, where such information has entered the public realm through no fault of the Translator, where the Translator had already obtained that information elsewhere without having been placed under any confidentiality obligations, or where the Client agrees that certain information does not need to be treated as confidential (any more).
5. Changes to /Cancellation of a Job
5.1 In the event that the Client changes the job, other than in cases of merely minor changes, the Translator shall be entitled to adapt the agreed delivery date and/or the fee, or to reject the job retrospectively.
5.2 In the event that the Client cancels the job, they shall be under an obligation to pay for any parts of the job that have already been done, as well as paying for any preparation, carried out by the Translator as part of them performing their contractual obligations.
5.3 In the event that the Translator set aside time for a particular job, and is unable to fill that time with other remunerated work, then the Client shall pay the Translator 50% of the fee that would have been due for that (part of a) job that was cancelled.
6. Dates for Delivery
6.1 Delivery dates shall only be valid, if these have been expressly confirmed in writing. In the event that the Translator is late in delivering, then initially a reasonable grace period shall be granted. It is only once this grace period has expired, that the Client may demand redhibition or a reduction in price. Any further reaching claims are excluded. The Client remains liable for payment for the services rendered up until the point of the Client’s having given notice of redhibitory action.
6.2 Delivery dates are calculated on the basis of the length of time the job is expected to take, unless something else is agreed. As soon as it becomes evident that it is unlikely that the agreed delivery date can be met, the Translator must notify the Client thereof without delay.
6.3 Where the Translator is prevented from completing the job as a result of force majeure, or other circumstances beyond the Translator’s control, any entitlement of the Client to redhibition or a reduction in price shall be excluded.
7. Payment Terms
7.1 Invoices shall be payable within 14 days of receipt, without any deductions, unless anything different is stipulated on the invoice. In the event that the Client is late paying, the Translator may assert late payment interest as per the statutory provisions in force from time to time.
7.2 Responsibility for payment generally lies exclusively with the Client; any payments from third parties shall only be accepted, if they are received on time and are for the full amount of the invoice amount, and where the Client, the invoice number and the job number (if applicable) are clearly recognisable. There shall be no right of retention in respect of payments.
7.3 The Client shall not be entitled to off-set against any other claims, other than where such claims are undisputed or have been legally determined.
7.4 Fees are generally agreed on a per-word basis, or as stipulated in the offer. Work other than translation work shall be charged at an hourly rate. The Translator shall be entitled to also charge for any additional costs that are incurred as part of performing the contract (research, material costs, postage costs, etc.).
7.5 Any charges (if any), such as bank charges or similar, shall be borne by the Client.
7.6 Rates quoted by the Translator do not include value added tax (VAT).
8. Performance and Passing of Risk
8.1 The Translator’s services shall be concluded upon sending the translation by email, by mail, or handing it to some other courier service.
8.2 Any documents provided by the Client shall only be returned upon request and at the risk of the Client.
8.3 In the event that the Client fails to comply with their contractual obligations, or where bankruptcy proceedings, composition proceedings or winding up proceedings are issued against the Client’s business, the Translator shall be entitled to rescind the contract, either in its entirety or in part, or to delay working on it, without incurring any liability for damages. Moreover, in such an event the Translator shall be entitled to demand payment for any outstanding sums immediately.
8.4 In the event that the Translator is unable to fulfil their contractual obligations due to circumstances beyond their control, the Translator shall be entitled to rescind the contract without giving rise to a claim for damages. Such circumstances shall include in particular: Fire, accident, illness, industrial action, civil war, war, civil unrest or limited availability of transport infrastructure, government measures, or any other circumstance that is beyond the control of the Translator.
9. Intellectual Property Rights
9.1 The copyright as well as any and all usage rights in translations, text adaptions, terminology databases and documentation shall remain with the Translator until such time as the invoice is paid in full. However, operating on the bona fide assumption that payment will be made as it falls due, the Client is granted an immediate, interim usage right until such time as payment under the invoice has fallen due. That said, in the event of payment not being made as it falls due, any such interim usage right shall be deemed to have been revoked.
9.2 The full usage rights shall only pass to the Client upon receipt of full payment of the amount owed.
9.3 Unless expressly agreed otherwise in writing, the Translator shall retain the intellectual property rights in the translation and any other texts produced by the Translator.
9.4 The Client shall indemnify the Translator against any claims by third parties in respect of any alleged breaches of contract in respect of property, patent rights, copyrights or trademark rights in connection with the performance of the job.
10.1 In the event that the Client should have any complaints in respect of the translation, any such complaint must be made to the Translator, stipulating in detail the reasons for the complaints. Any such complaint should be made in writing and without delay, but in any event no later than 10 days from the translation job having been delivered. Notification of a complaint or a claim for rectification does not absolve the Client from their contractual rights (e.g. payment of the fees for the work done).
10.2 If the complaints are justified, the Translator shall re-work and improve the original translation and shall resubmit this within a reasonable period, or, where there are reasonable grounds for either the Translator or the Client not agreeing to such corrections within a reasonable period, a reduction in price shall be agreed.
10.3 The right to have the translation revised shall lapse, where the Client has already made changes to the translation.
10.4 In the event that the Client demands that documents should be deleted, the translation shall be deemed to have been accepted, and any right of reclamation shall be excluded.
11.1 The Translator shall only be liable for such permanent losses as can be shown to be a direct consequence of any dereliction of duty, for which the Translator can be held responsible. At no point shall the Translator be liable for any other types of losses, including in particular any consequential losses or losses resulting from any delay/late delivery, any loss of income, or lost profits. Any liability shall be restricted to the amount of the invoice, not including VAT, for the job in question.
11.2 In the event that there is any ambiguity in the source text, this shall release the Translator from liability in this respect.
11.3 The Translator shall not be liable for any losses incurred as a result of the loss of documents or lost data or data carriers, which are provided to the Translator for the purposes of performing their contractual obligations (performance of contract). Moreover, the Translator shall not be held liable for any losses arising from the use of information and telecommunications technology.
11.4 The Client undertakes to indemnify the Translator against any and all claims by third parties, that arise out of the use of the work provided, and which exceed the Translator’s scope of liability as set out in this section.
12. Place of jurisdiction and Applicable law
The place of performance and the place of jurisdiction for all claims and legal disputes shall be Berlin. German law applies.
13. Data Protection
The Client agrees that their data may be stored for administrative purposes in compliance with data protection regulations.
14. Severability Clause
The invalidity of individual provisions shall not affect the validity of the remainder of the provisions in these Terms and Conditions. In the event that any provisions should be or become invalid, the Parties agree that any such invalid provision shall be replaced by such a valid provision as most closely reflects the commercial purpose of the original provision.