General terms and conditions
Definitions:
The following terms and conditions form the basis of your contract with Lingualife, hereinafter referred to as "the agency". Upon placing your order with Lingualife, the following terms and conditions shall be regarded as having been accepted.
1. General:
These general terms and conditions shall apply to all legal relationships between Lingualife ("the agency") and the client, and supersede any terms and conditions referred to, produced or relied upon by the client, unless the agency expressly agrees to the applicability of such terms and conditions in writing.
2. Offers, conclusion of contracts:
2.1. All offers and cost estimates submitted by the agency shall be subject to change. The agency reserves the right to correct or cancel offers and delivery dates, if the agency is not given the opportunity to evaluate the entire source text before submitting an offer, or if changes and/or additions are made to the text by the client following the receipt of the initial offer.
2.2. The customer's verbal or written acceptance of an offer or cost estimate as submitted by the agency shall constitute a contract. If no offer has been submitted, a contract is established by the agency's written confirmation of acceptance of the project.
2.3. If the customer is acting on behalf of a third party, the customer must state this in their order and, if different, include the name, address and billing address of that third party.
2.4. All agreements made on behalf of the agency by its employees or representatives must be in writing.
3. Amendment or cancellation of orders:
3.1. Any changes or additions made to a text after the project has been transferred to the agency shall be considered as additional text and shall be charged at the same rate as the original translation. The agency reserves the right to refuse the carrying out of orders, should the client fail to agree to pay the additional costs for such changes. Any changes to the final and approved source material after the start of the translation will result in both additional costs and possibly a delay in the delivery of the translation.
3.2. Should an order for a language service be canceled while this service is already being performed, the client must compensate the agency according to the extent of the work performed up until that point. As soon as payment is made for the services already provided, the agency shall provide the completed work to the client, but shall not accept any responsibility for its quality. The agency reserves the right to charge the client for any costs incurred in relation to research work or other investments so as to carry out the project, and the client herewith undertakes to pay these.
3.3. Should the agency have reserved resources for carrying out the respective order and have entered into payment obligations accordingly, it may charge the client a pro rata fee for the part of the work, which is not executed.
4. Processing of orders, confidentiality:
4.1. The agency is herewith obligated to carry out the customer's orders in a competent and professional manner.
4.2. The agency shall treat all information received from the client as strictly confidential and shall demand the same from its employees. The agency shall not be liable for breaches of confidentiality by its employees or subcontractors, as long as evidence can be provided that appropriate measures were taken to ensure data protection and confidentiality.
4.3. The agency shall be authorized engage subcontractors so as to execute the order (in whole or in part), provided that the agency takes reasonable measures to protect the client's right to confidentiality.
4.4. The agency shall be obligated to finalize binding confidentiality and non-disclosure agreements with all subcontractors and employees.
4.5. The client herewith agrees to provide any additional information, documentation or other reference material relating to the language service ordered at the agency's request. The provision of such material and/or information to the agency shall be at the expense and risk of the client.
4.6. The agency and the client mutually agree to treat all business data, as well as proprietary and other confidential information of the other party, which may become known to either party both during the business relationship and after the termination of said business relationship, in a strictly confidential manner. Both parties shall be obligated to take special care to keep such information secret from third parties not involved in matters relating to the business relationship between the agency and the client. All contractual agreements between the client and the agency must be kept secure and protected from unauthorized access. This confidentiality obligation shall continue to apply even after termination of the business relationship or the contractual agreement(s).
5. Delivery times and dates:
5.1. All stated delivery dates are to be regarded as provisional, unless or until the customer receives an express written confirmation from the agency. The agency undertakes to notify the client without delay of any circumstances that could delay an agreed delivery date and/or time.
5.2. Should the agency, for reasons beyond its control, be unable to meet the delivery date or time confirmed to the client in writing, and should the client not be reasonably expected to accept such a delay, the client shall have the right to cancel the project. In such cases, however, the agency shall not be obliged to pay compensation.
5.3. By means of submitting the delivery via the internet portal or by transferring it via e-mail, fax, modem or via the internet, or by handing over the delivery to a forwarding agent, the delivery shall be deemed to have been effected, whereby the risk is transferred to the customer. The agency shall retain a copy of the product for a period of one year and shall provide the client with another copy free of charge in the event of any loss or damage thereto on the part of the client.
5.4. The client undertakes to cooperate with and assist the agency in the execution of the language project in order to facilitate the guarantee of a professional and timely execution.
6. Prices and payment
6.1. The prices and/or rates quoted only apply to products or services in accordance with the original specifications.
6.2. Subject to the inclusion of reasonable funds, the agency shall be entitled to adjust the agreed price or rate, should additional work become necessary, or should unforeseen costs arise, which could not be foreseen at the beginning of the project.
6.3. Unless agreed otherwise in writing, the customer undertakes to pay the net invoices in full upon receipt, namely in the agreed currency and without making deductions. In case of large-volume projects or long-term assignments, the agency reserves the right to request periodic advance payments based on the agreed terms.
6.4. Late payments will be charged at an interest rate of 2.4% per annum. If payment is not made by the respective due date, interest on arrears shall be charged without the need for a notice of default.
6.5. The agency may, at any point, require a client to provide security for payment.
7. Quality complaints and disputes
7.1. Should the customer have a quality complaint about a product delivered by the agency, he must report this in writing within 14 days of receipt of said product. It should be noted that the notification of a quality complaint does not necessarily release the customer from their payment obligation.
7.2. If no quality complaint is lodged within the period specified in paragraph 7.1 above, the product or service shall be deemed to have been accepted in full. Should the agency make changes to any part of the translated or edited text at the client's request, this shall in no way constitute an acknowledgment on the part of the agency that it has delivered an inferior product.
7.3. In the event of a justified quality complaint, the agency must be given a reasonable period of time to rectify or replace the product or service. Should it not be reasonable to expect the agency to make the necessary rectifications or replacements, the agency has the option of granting the client a discount.
7.4. In accordance with paragraph 7.3, the client must first give the agency the opportunity to revise, correct, improve or replace a product or service subject to a justified quality complaint before handing the product over to an outsider for inspection.
7.5. Should the client themselves have processed part or parts of the product to which the quality complaint relates or should they have had these processed on their behalf, the agency shall not be obliged to rectify or replace the product and/or to reimburse the client for the costs incurred as a result of such processing, irrespective of whether or not the client has subsequently entrusted the product to a third party.
8. Liability, indemnification
8.1. The agency's liability shall in no case exceed the amount indicated for the product in question in the invoice or offer, excluding applicable taxes. The agency shall under no circumstances be liable for any other form of damage, such as consequential damage, loss of profit or loss due to delay.
8.2. A possible ambiguity of the source material shall release the agency from any liability.
8.3. The client shall assume all costs and/or risk of damage or loss resulting from the decision of whether to use the text version to be translated/edited or the translated/edited version of that text as produced by the agency.
8.4. The agency shall not be liable for any damage to or loss of documents, data or media provided by the client to facilitate the completion of the project. Furthermore, the agency shall not be liable for any costs and/or damage arising from (a) the use of information technology and telecommunication means, (b) the transport or dispatch of data or data carriers, or (c) computer viruses in the files or data carriers supplied by the agency.
8.5. The customer shall be obliged to indemnify the agency from all third-party claims arising from the use of the product or service and thus shall exclude any liability of the agency based on this paragraph.
9. Termination of contract & force majeure
9.1. As soon as the customer fails to fulfill their obligations, as well as in the case of bankruptcy, moratorium or liquidation of the customer's company, the agency shall be entitled to either dissolve the contract (in whole or in part) or to postpone its execution, namely without the client being able to claim compensation. In such cases, the agency shall also be entitled to demand immediate payment.
9.2. Should the agency be unable to meet their obligations for reasons beyond their control, they shall be entitled to dissolve the contract without any liability for damages. Such circumstances include, but are not limited to: Fire, accident, illness, strike, riot, war, obstruction and delay of transportation, governmental action, interruption of service by Internet providers, and other force majeure events.
9.3. Should the agency be forced to stop the further execution of the contract due to force majeure, the customer shall nevertheless be obliged to pay for the work carried out up until this point in time, as well as all costs and expenses incurred.
10. Copyright
10.1. Unless expressly agreed otherwise in writing, the agency reserves the copyright to all translations or other texts produced by the agency. Upon payment of the full invoice amount in accordance with the agency's payment terms, the copyright to a product shall be transferred to the client. Use of a product prior to receipt of payment in full shall be deemed as an acceptance of the product without reservation or qualification.
10.2. The client undertakes to indemnify the agency from all third-party claims relating to an alleged infringement of property rights, patent rights, copyrights or other intellectual property rights in connection with the performance of the contract.
11. Applicable law
11.1. All legal matters shall be exclusively subject to the jurisdiction of Berlin, Germany.