GENERAL TERMS AND CONDITIONS
These General Terms and Conditions hereby issued shall apply to all contractual agreements concluded between Alpha Translation Service GmbH (hereinafter called the “Contractor”) and the Customer (hereinafter called the “Client”), unless explicitly agreed otherwise or unless the law provides otherwise. The Contractor and the Client immediately enter into business relations. By placing an order, the Client agrees to the proposed Terms and Conditions and they shall apply for the entire duration of the business relations. The General Terms and Conditions of the Client shall only be binding if explicitly accepted by the Contractor.
Placing an Order
Orders have to be placed in writing. Any oral agreements shall only be binding if confirmed in writing or the Contractor shall otherwise be entitled to require the Client to make a down payment. The minimum down payment required is 80% of the estimated order value. An order is considered accepted by the Contractor if not immediately refused. No special order confirmation is required. Written order confirmations shall only be issued on request or when considered necessary.
The Client will transmit the source text to the Contractor either in person, by post, or electronically. An order shall be deemed to have been finally placed as soon as all relevant material has been handed over and a written order has been issued by the Client. No liability is assumed for delays resulting from an incorrect or incomplete transmission of the source text.
The Client is obliged to inform the Contractor about special requirements concerning the translation at the latest when the order is placed (translation on data storage media, number of copies, layout/formatting of the translation etc.) The intended purpose of the translation shall be specified. Whenever a translation is intended for publication, the Client is obliged to provide the Contractor with a copy of the translation for proofreading.
Client’s duty to cooperate and provide information
The Contractor reserves the right but is not obliged to consult the Client for clarification purposes regarding descriptions or statements in the source text. This obligation will also be fulfilled entirely even in cases where the translation can be compiled on the basis of the meaning of the text as it may be understood by employing due care and attention and general linguistic appreciation. Therefore each source text ought to be compiled in accordance with the rules of modern, correct orthography and punctuation and should only contain coherent (also comprehensible to non-experts outside the Client’s enterprise), unambiguous wording and terms. An alignment with the Client’s company-specific terminology will only be performed if sufficient and complete documentation are made available (without being specifically requested) before or when placing the order (particularly glossaries of the Client, pre-translations, illustrations, drafts, tables, abbreviations etc.). Errors resulting from non-compliance with these obligations shall be borne by the Client.
Execution of Orders
If it is considered necessary, the Contractor is entitled to use third parties in order to carry out the work. The Contractor shall only be liable for a careful selection. A direct contact between the Client and any third party shall only be permitted with the consent of the Contractor. The original business relation however exists exclusively between the Contractor and the Client.
The translation will be compiled in accordance with the principles of proper professional practice. It is the Contractor’s duty to convey the linguistically and factually correct meaning of the given text and translate it into another language. The same quality standards are equally applicable to the translation and the source text. It is certainly not necessary to surpass the quality of the source text, because it is not the translator’s responsibility to improve texts without any particular reason; for example remedy deficiencies such as distorting orthographic or punctuation errors, ambiguous meanings, long-winded wording or other deficiencies. The Client is liable for all source text defects.
Unless otherwise expressly agreed, all translations shall be drafted as fair copies; they should not contain significant orthographic or grammatical errors and they should be compiled in accordance with appropriate standards of writing. Before further processing these first drafts and releasing printed publications of high quality, the drafts ought to be subject to reviews and, if necessary, improvements made by the Client. The Contractor agrees to edit the document until it is ready to print and will proof-read the galley proofs only upon the Client’s express request (additional fees apply). Technical terms shall be translated into common, lexically justifiable and generally understandable versions unless special documentation or special instructions have been provided by the Client. Errors in translation which are attributed to non-readable, inaccurate or incomplete source texts or inaccurate or incorrect customer specific terminology are not part of the Contractor’s responsibility.
The above mentioned quality commitments can not be ensured and the quality requirements can not be met in the event of time pressure imposed by the Client; i.e. essential reviews and improvements of the translation can not be implemented, or the completion of the work is delayed because of certain circumstances for which the Client is responsible. Such disruptions of service do not justify claims of the Client for losses suffered. Possible savings concerning work stages in cases such as this are considered to be balanced out because of the resulting surplus load due to involuntary time pressure.
Complaints and Rectification of Deficiencies
In cases in which the Client is a businessperson, complaints will only be acknowledged if uttered in writing with a precise description of the deficiency.The complaints will only be acknowledged in cases of obvious deficiencies uttered immediately upon delivery of the translation or performance of service, in cases of noticeable deficiencies uttered immediately upon the analysis of the deficiencies without any delay and in cases of hidden deficiencies uttered immediately upon discovery. In non-commercial communication, complaints also have to be uttered in writing with a precise written description of the deficiency. In the case of commercial communication as well as non-commercial communication, obvious deficiencies are to be documented in writing within two weeks of delivery of the translation or fulfilment of another service. In the case of commercial communication, noticeable deficiencies are to be documented in writing within four weeks of delivery of the translation or fulfilment of another service and within two weeks of discovery of hidden deficiencies. The Contractor is obliged to remedy, exchange, reduce or change (§§ 633, 634 BGB) properly notified and justified deficiencies at his discretion. A reasonable period should be allowed by the Client for the correction of deficiencies. The Client has the right of impairment or cancellation of the order if the improvement or replacement does not result in a removal of the deficiencies.
The Contractor shall be liable for cases of gross negligence and wilful misconduct at a reasonable amount. Liability in the event of slight negligence shall apply only if obligations which are essential for the purposes of the contract are infringed. A Contractor’s liability shall be excluded in the case of damages or losses of the electronic material provided by the Client. The Client is responsible for storing copies or creating backups of the provided material.
Should nevertheless a justified claim arise, the Contractor is liable for financial loss up to € 50,000.00 (in individual cases).
If the Client fails to indicate the purpose of the text, especially if it is to be published or used for advertising, then he is not allowed to demand compensation for damages arising because the target text is inappropriate for the purpose of the text or the publication, or advertisement has to be repeated because of inadequate translation, or the text leads to damage or loss of the company’s reputation. If the Client fails to indicate that the translation is intended for printing and does not send a proof sheet prior to printing and prints without permission, all mistakes or losses incurred are fully borne by the Client.
Periods and dates of delivery are to be explicitly stated and agreed to at the time of contract award and are binding. The Client shall only be entitled to completely withdraw from the contract in cases in which the Contractor fails to meet the agreed deadline and in cases of impossibility of delivery, if the agreed deadline has been unreasonably exceeded and a new deadline has been set by electronic or written communication. In business communication, the Contractor is only liable for late delivery, non-delivery and vicarious agents. Liability claims in commercial and non-commercial communication in the case of slight negligence is limited to double the invoice value of the damaging delivery or service up to a maximum of € 15,000.00. The limit of liability shall be restricted in commercial communication in cases of gross negligence of our vicarious agents who are not leading employees to three times the invoice value of the delivery or service which is the cause of the damage and to a maximum of € 40,000.00. The limit of liability in commercial communication is reduced to a third if the Client is insured against the damages caused by us. The Contractor shall not be in default if the services cannot be rendered as a result of circumstances beyond the Contractor’s control (e.g. dispatch by mail, server problems etc.) If the delay is due to force majeure, the Contractor has the right to withdraw from the contract or to ask the Client for an adequate extension of time. Further rights, especially claims for damages, shall be excluded for such cases. In case of changes to the contract, dates of delivery and fees are to be renegotiated. The Client is not entitled to assert any rights or claims of impairment or cancellation because of a non-adherence of deadlines indicated by the Client. The right to cancel the contact on the basis of legal requirements remains unaffected.
The Contractor is obliged to treat all client-related information and documents with absolute confidentiality. In case of electronic transfer of texts and data or any other confidential communication in electronic form between the Client, the Contractor and any third party, the absolute protection of company secrets and other secret information as well as other confidential customer data and information can not be guaranteed, because the possibility of unauthorised third parties reading texts cannot be excluded.
Terms of Payment and Basis of the Calculation
The billing will be carried out immediately upon completion of the translation. All invoices are to be paid upon receipt, but at the latest 14 days from the invoice date. The total amount stated on the invoice is to be paid without deduction either by bank transfer or in cash. In case of long-term orders, partial invoices may be issued for partial deliveries as required by the progress of the work. These invoices are to be paid on the dates stated above, regardless of previous or future invoices for the same order. Other terms of payment (e.g. prepayment or cash on delivery) are applicable in particular cases, e.g. first orders by unknown clients without information about sufficient creditworthiness. The size of each translation is determined based on the number of standard lines or the number of words of the source text. A standard line consists of 50 characters including spacing. If it is not possible to electronically calculate the number of words/lines of the provided format of the source text (e.g. delivery by fax or by post), or if the source language uses an alphabet with non-latin or non-cyrillic characters, the target text will be used to calculate the standard line or word count. Commenced lines with less than 30 characters including spacing are converted to standard lines. Apart from the agreed fee, the Contractor is entitled to receive compensation for actual costs incurred. Proofreading and formatting will be charged on a time basis. For express and weekend work, reasonable additional fees may apply, which are to be agreed upon in advance. For interpreting services, hourly and daily rates will be charged, and a set minimum fee is required. This fee will be charged based on an hourly rate (the fee for conference interpreters will be charged based on a daily rate). Each hour commenced is charged at the full hourly rate. Time spent travelling will be calculated based on an hourly rate. Costs for travelling and, if necessary, any other expenses will be added to the fee. Additional expenses such as postal services, telephone charges, costs for travelling and accommodation, photocopies, certifications etc. will be added to the fee. The statutory value added tax (VAT) is not included in our prices and is charged separately at the amount required by law. If the total fee is not agreed in advance, the Client shall pay the translator or interpreter an appropriate remuneration corresponding to the nature and difficulty of the services rendered. In this respect, at least the rates laid down in the German law for the Reimbursement of Witnesses and Experts (ZSEG) shall be considered to be appropriate and usual. All offers and prices are non-binding. Prices shall be quoted in Euro unless another currency is specified.
Reservation of Title and Copyright
The Client has the right to use the translation only after complete payment has been received. The translation copyright lies with the translator.
Termination of the Contract
In addition to other valid reasons, an existing contract may be terminated immediately by the Contractor without previous notice if there is reason for thinking that the fees agreed can not be paid (or not be paid in due time) by the Client because of a delayed payment or other circumstances (§ 626 BGB). In this case, no special form of termination is required. Any claims for compensation made against the Contractor shall be excluded. In the event of termination of the contract by the Client, the Client is by all means obliged to pay all costs incurred which are directly related to the Contractor’s working time spent until the end of the contract period. The Contractor’s records alone are the decisive factor of the Contractor’s working time spent and work performed. In the event of termination of the contract concerning interpreting services by the Client, the Client shall pay for any administrative and preparatory work completed as well as an adequate compensation for loss of earnings for the requested but not used service at a rate as follows: Cancellations up to 28 days before using our services are free of charge; up to 14 days before using our services – 25% of the order value have to be paid; up to 10 days before using our services – 50% of the order value have to be paid; less than 10 working days before using our services – 100% of the order value have to be paid. The Client is entitled to lead provide proof, whether and to which amount no damage has occurred.
Disturbances, Force Majeure, Network and Server Errors, Viruses
The Contractor is not liable for any damage caused by force majeure (e.g. natural disaster, industrial disputes, network or server problems, other transaction or transmission disturbances or other circumstances beyond our control). The Contractor cannot be held liable for any damage resulting from computer viruses. The Contractor’s computer facilities (network, workstations, programmes, files, etc.) are regularly inspected for viruses. When delivering files and data via e-mail, FTP-Server or any other form of data transfer, the Client is responsible for the final check of the data and texts transmitted. Claims for damages concerning this matter can otherwise not be accepted.
Applicable Law and Place of Jurisdiction
The contractual relationship and further business relations between the Contractor and the Client are exclusively subject to German Law, excluding international sales law. Where admissible, for all disputes arising out of the contractual relationship, Berlin (Germany) shall be regarded as the exclusive place of jurisdiction.
In the event that any provision of these General Terms and Conditions is determined to be unenforceable or invalid, the validity of the rest of the terms and conditions will not be affected. A valid provision which comes closest to the legal and economic intention shall then be deemed to have been agreed.
1st February 2018
This agreement has been prepared in both German and English. In the event of any inconsistency, the German version shall apply and be binding upon the parties.