General terms and conditions of WorkGenius GmbH
1. Scope of performance
1.1 Unless otherwise agreed in writing, these General Terms and Conditions shall govern all present and future contracts between a client (the customer) and the company that provides the services specified in section 1.2 (hereinafter referred to as the service provider).
1.2 The scope of performance with regard to the client principally includes all types of language services as well as leasing of interpreting systems.
1.3 The service provider shall carry out all assignments entrusted to them to the best of their ability and in accordance with the principles of sound financial management.
1.4 The client shall inform the service provider of the intended use of the translation during the quotation process, i.e. if they require the translation either:
a) for a particular destination country
b) for informational purposes only
c) for publishing and advertising
d) for use in a legal context or in patent proceedings
e) or for any other purposes which make it important that the translator concerned translate the texts in a particular way or style.
1.5 The client may only use the translation for the specified purpose. In the event that the client uses the translation for a purpose other than the agreed purpose, the client shall have no right whatsoever to claim compensation from the service provider.
1.6 Unless otherwise agreed, the service provider shall provide translations in single copy via e-mail.
1.7 If the client requires the use of specific terminology, the client shall make this clear at the time the order is placed. At the same time all necessary material and documentation shall be submitted
1.8 The technical and linguistic accuracy of the source text is the client's responsibility exclusively.
1.9 The service provider may assign orders to equally qualified third parties. In this case, the service provider remains the client’s exclusive service provider and contractual partner.
1.10 The name of the service provider may only be added to a published translation if the entire text was translated by this service provider and no changes were made to the translation.
1.11 Unless otherwise agreed the provisions of DIN EN 15038:2006 shall apply with respect to formal requirements.
2. Fees, additional conditions for invoicing
2.1 The translation fees are based on the rates (price list) of the service provider, which apply to the respective type of translation ordered.
2.2 Translations are charged according to the agreed criteria (for example: target text, source text, hourly rate, number of pages, number of lines).
2.3 If a binding cost estimate has been submitted, it shall only be valid if given in writing and after submission of the documents to be translated. Other cost estimates shall be considered guidelines which are completely non-binding. Cost estimates are drawn up to the best of knowledge, however, it is not possible to guarantee their correctness. If an increase in the cost of more than 15% is unavoidable after the placement of the order, the service provider shall notify the client immediately. If cost increases of less than 15% are unavoidable, a notification is not necessary and the adjusted fees may be charged accordingly.
2.4 Unless otherwise agreed, the service provider shall be entitled to charge reasonable prices for changes of the order and additional orders.
2.5 Stability of value of all initial and additional claims is agreed. The basis for calculation is the CPI which is published monthly or an index replacing the CPI. The index published for the month of the placement of the order shall serve as the reference index. Deviations in the index (upward or downward) of up to 2.5% are not taken into account. If the deviation exceeds 2.5% a new margin must be calculated, using the first index figure outside the current margin of deviation as the new reference index for calculating both the outstanding claims and the new margin. Collective agreement wage and salary increases or decreases also entitle the service provider to the corresponding subsequent price correction.
2.6 Unless otherwise agreed, a reasonable price may be charged for the proof-reading of third-party translations.
2.7 For express orders and orders to be finished over the weekend reasonable surcharges may apply.
3.1 With respect to the term of delivery of the translation the respective agreement between the client and the service provider shall be decisive. If the delivery date is of essential importance to the order accepted by the service provider, the client shall explicitly inform the service provider thereof in advance.
A precondition for adherence to the stipulated delivery deadline is the prompt submission of all documentation required in the agreed scope (e.g. source texts and all necessary background information) as well as the observance of the stipulated terms of payment and other obligations by the client. If these preconditions are not fulfilled in time, the delivery period shall be extended accordingly by the period that the necessary documents were provided too late to the service provider; in case of a fixed term contract, it is for the service provider to assess whether the agreed delivery deadline can be kept due to the late provision of documents by the client.
3.2 Risks arising from the delivery (transmission) will be borne by the client.
3.3 Unless otherwise agreed, the materials provided to the service provider by the client shall remain with the service provider upon completion of the translation. The service provider must ensure that these documents are stored carefully so that unauthorized persons cannot gain access to them, the obligation to maintain secrecy is not breached and the documents cannot be used contrary to the contract terms.
3.4. If the client cancels a confirmed order or if the contractor is forced to cancel a confirmed order due to the late payment of the advance payment by the client, a cancellation rate of 100% of the calculated final invoice amount plus 20% VAT shall apply.
4. Force Majeure
4.1 The service provider shall inform the client immediately upon the occurrence of an event of force majeure. Force majeure entitles both the service provider and the client to cancel the agreement. However, the client shall indemnify the service provider for any expenses incurred and services rendered.
4.2 Events of force majeure shall include but not be limited to: labour disputes; acts of war; civil war; occurrence of unforeseeable obstacles which decisively impair the service provider‘s ability to carry out the order as agreed.
5. Liability for errors (Warranty)
5.1 The client shall explain in writing any errors in reasonable detail and provide evidence thereof (error log).
5.2 The client shall grant the service provider a reasonable period and an opportunity to rectify and improve the translation. If the service provider rectifies the errors within the reasonable period of time granted to it, the client shall not be entitled to any reduction in the price.
5.3 If the service provider fails to rectify the error within the reasonable period of time granted to it, the client may rescind the contract or demand a reduction in the price. In case of minor errors, the right of rescission or to a price reduction shall be excluded.
5.4 Warranty claims shall not entitle the client to retain the entire invoice amount, but only a reasonable portion of it; in this case, the client rules out the possibility of offsetting claims.
5.5 If it is intended that the translation be used in printed works, the service provider shall only be liable for errors if, in their order, the client explicitly states that they intend to publish the text and if the service provider is provided with the proofs (correction by the author) including that version of the text to which no more changes will be made. In such a case, the service provider shall be paid adequate cost compensation.
5.6 No liability for errors is assumed for translation of originals which are difficult to read, illegible or incomprehensible. This shall also apply to proof-reading of translations.
5.7 Improvements in style or harmonisation of specific terminology (in particular of terms which are typical of a particular industry or of a business enterprise, etc.) will not be recognised as errors in the translation.
5.8 No liability for errors exists for abbreviations which are specific to the order and were not explained by the client at the time the order was placed.
5.9 The service provider shall not be liable for correct transcription of names or addresses in case of originals which are not written in Latin characters. In such a case, the client is recommended to spell names on a separate sheet in capital Latin letters.
5.10 Numbers will only be stated according to the source text. The client is responsible for the conversion of numbers, measurements, currencies or the like.
5.11 Unless they are returned together with the translation, the service provider shall be liable for source texts, originals and the like provided by the client as a custodian within the meaning of the General Civil Code (BGB) for a period of four weeks after completion of the order. The service provider shall not be obliged to take out insurance for that purpose. With respect to returning the documents, section 3.3 shall apply accordingly.
5.12 The transmission of target texts by data transfer (such as e-mail, modem etc.) shall be carried out by the service provider in accordance with the latest technological standards. However, the service provider cannot be held liable for any errors or impairments caused in the transmission (e.g. virus transmission, violation of secrecy obligations, damage to files) due to technical conditions, unless in the case of major fault of the service provider.
6. Compensation for damages
6.1 Unless otherwise provided by law, all claims for damages against the service provider shall be limited to the (net) amount invoiced. Damage caused by gross negligence or wilful intent and personal injury shall be excluded from this limitation.
7. Reservation of proprietary rights
7.1 All documents of the assignment that were submitted to the client shall remain the property of the service provider until all liabilities arising from the contract are settled.
7.2 Any kind of documentation that does not constitute a part of the assignment, such as parallel texts, software, leaflets, catalogues and reports as well as any documents entailing costs, such as literature or scripts shall remain the intellectual property of the service provider and under the protection of the relevant statutory provisions.
7.3 The transfer and duplication of documents shall only be permitted upon consent on the part of the service provider.
7.4 Unless otherwise agreed, translation memories created during the execution of one or more assignments shall be the property of the contractor.
7.5 Unless otherwise agreed, translation memories provided by the client shall remain the property of the client.
8.1 The service provider shall not be obliged to check whether client is entitled to translate or have the source texts translated. The client expressly represents that they hold all those rights which are required for performance of the order.
8.2 The client shall make known the purposes for which a translation is to be used if the translation is protected by copyright laws. The client shall acquire only those rights that correspond to the stated purpose of the translation.
8.3 The client shall be obliged to indemnify and hold harmless the service provider against any and all claims asserted by third parties on the grounds of infringement of copyrights, rights related to copyrights, other industrial property rights or personal rights. This shall also apply if the client fails to inform the service provider about the intended use and/or uses the translation for purposes other than the purpose indicated. The service provider undertakes to immediately notify the client of such claims and in the case of legal action the service provider shall give the client notice of intervention. If upon notification of intervention the client fails to join the proceedings as the service provider's joint litigant, the service provider shall be entitled to accept the claim of the plaintiff and to recover its loss from the client irrespective of whether the claim accepted was lawful or not.
9.1 Unless otherwise agreed, payment shall be effected at the time the translation is delivered to the client and after invoicing. The service provider shall be entitled to demand a reasonable payment on account in advance. If it has been agreed that the client will collect the translation and if they fail to do so in time, the client's payment obligation shall commence as of the agreed day the translation is made available for collection.
9.2 In the case of default in payment, the service provider shall be entitled to retain the documents provided (e.g. manuscripts to be translated). In the case of default in payment, an appropriate rate of default interest will be charged.
9.3 If the terms of payment (e.g. payment on account) agreed between the client and the service provider are not complied with, the service provider shall be entitled to suspend working on the orders placed with it until the client fulfils his payment obligations. This shall also apply to orders with fixed delivery dates (see section 3.1). Suspension of work shall not entitle the client to any legal claims; and the service provider shall in no way be prejudiced in its rights.
10. Obligation to Maintain Secrecy
The service provider shall be obliged to maintain secrecy and take the necessary precautions to ensure the confidentiality of any sub-contractors.
11. Severability clause
The invalidity of individual provisions of these Terms and Conditions shall not affect the validity of the remaining provisions. If a clause is or becomes invalid or unenforceable, both parties shall undertake to replace this clause with a legally permissible, effective and enforceable clause that comes closest to the economic purpose of the clause to be replaced.
12. Written form
Any changes, additions to these General Terms and Conditions and other agreements between the client and service provider must be made in writing.
13. Applicable Law and Place of Jurisdiction
The place of performance for all contractual relationships which are governed by these General Terms and Conditions is the registered office of the service provider. Any dispute arising from the contractual relationship shall be settled by the court of competent jurisdiction for the registered office of the service provider.
German law shall apply excluding the principles on conflicts of law and the United Nations Convention on Contracts for the International Sale of Goods (UN-Kaufrecht) as agreed.