§ 1 Translation, editorial alterations and final corrections
Translation is a subjective process, in which different people may express the same conceptual content through use of different words. Personal preferences may influence the choice of words, which may be based on to the stylistic manner or familiarity of a person with company or branch specific terminology. Liability of the Accuracy LLC (hereinafter called the “LLC“) cannot be derived from these or similar deviations. The LLC will however make commercially reasonable efforts to use reference materials and glossaries, yet it is always probable that the client will want to insert or exchange words. Additional costs may emerge that are associated with the insertion of deviate terms or phrases in the final translated document.
§ 2 Accepting the Terms and Conditions
A copy of these General Terms and Conditions (hereinafter referred to as “GTC”) is attached inter alia to every cost estimate of the LLC and also downloadable over the LLC website(s), www.accuracyllc.com, www.accuracyllc.de oder www.accuracyllc.eu. The client accepts these Terms and Conditions through commissioning the LLC with executing the offer expressed by the LLC. If such an offer does not exist, the GTC are accepted at the time the commission is expressed by the client. The commission can come to exist through oral agreement, email, telefax or written correspondence.
§ 3 Price and Payment
§ 3.1 Unless otherwise stated, all prices are given in EURO. The prices change from time to time. The prices given on the website, www.accuracyllc.com, are herewith made part of this agreement. Irrespective of this, deviant prices can emerge from cost estimates, other or the commercial practice between the parties. The client will carry all costs attendant to transfer to the bank account specified in our invoice, including wiring fees and any charges for international transfer operations, irrespective of the side on which they lie. Insofar as reasonably predictable, this amount will be specified in the respective invoice. Unless otherwise agreed (e.g., in the invoice), the amount due shall be transferred in EURO.
§ 3.2 Default Payments
§ 3.2.1 Failure to pay any invoice in accordance with these Terms and Conditions or otherwise agreed upon terms shall entitle the LLC to suspend further work both on the same order and on any other order from the client without prejudice to any other rights of the LLC, if a) there is no legal claim to withhold any amount of the invoice (e.g. due to warranties, defects etc.), b) if the outstanding amount is not marginal with respect to the value of the project(s), or c) if there exists reason to believe that later invoices will not be paid properly and duly and d) such suspension of work on further projects does not seem unreasonable for any other reason. This does not apply, when based on the circumstances the delay in performance, in particular when due to relatively slight default of the outstanding amount, would be disproportionate.
§ 3.2.2. If an invoice is not paid within 30 days of its delivery date, the LLC will charge a default penalty of 5 % over the EURIBOR base rate. If the commissioning party is a merchant, the default penalty will be 8 points over the respective EURIBOR base rate.
§ 3.2.3 If the LLC charges a lower default penalty in deviation from § 3.2.2, the LLC is not precluded from asserting any claim for default payments outstanding under § 3.2.2.
§ 3.3 The cost estimate merely provides a calculation of foreseeable costs. The calculation is based upon specifications (e.g., source texts, duration of project, number of students) provided by the client. Deviations may
occur, which may have an affect on the amount stated in the invoice. The amount stated in the cost estimate is normally based on the amount of billing units (e.g., keystrokes, words, hours) in the source content. This is not always the case, e.g. in cases where an estimation of the amount of billing unit (e.g., keystrokes, words) present in the source content cannot be provided. In such cases the amount of billing units will be based upon a hypothetical unit applicable to that content. Our final invoice will however be based upon the amount of billing units present in the target document, unless otherwise agreed upon. The same is valid for the teaching and other activities of the LLC as applicable.
§ 3.4 The price is provided without VAT, unless otherwise provided. The LLC retains the right to invoice VAT or other due amounts, which are not stated in the initial invoice, at a later date
§ 3.5 If commission modalities change (e.g., shorter execution period, delayed delivery of necessary documents, increase of the commission volume, commissioning of additional services) after the LLC has begun processing the commission, the LLC is authorized to invoice the respective additional costs and increase the delivery deadline.
§ 3.6 Modification work of previously translated materials will be charged at out hourly translation rate, including all time associate with processing the commission to modify.
§ 4 Retraction
§ 4.1 If the Client retracts the commission without legal justification, the LLC will invoice for the work completed up to the time of retraction. The LLC will promptly inform workforce involved in the commission regarding the retraction. Any performance done between the declaration of retraction with respect to the LLC and informing the respective workforce must be remunerated by the Client. The remuneration will therewith be based upon the percentage of the completed work, rounded to the next full 10%.
§ 4.2 If the commissioning party retracts a commission for interpreting services more than three days before the prescribed date of performance without being legally entitled to do so. it must pay the LLC 50% of the amount that would have been due for the entire activity to be performed had it been executed. If it retracts it less than three days before the prescribed date of performance, it must pay 100% of the amount.
§ 5 Delivery
The commissioning party is responsible for correctly specifying your delivery address. Unless otherwise agreed upon, the dates for delivery and performance dates specified by the LLC are approximations only. Posting or delivery to a carrier (including the sending of e-mails) for purpose of delivery to the Client shall, for purposes of the Agreement, constitute delivery to the Client. Carries in this sense also include in particular email services. The danger of accidental destruction or deterioration (i.e., “risk”) in the goods passes to the Client on delivery.
§ 6 Risk allocation, guarantees, liability
§ 6.1 The services shall be carried out using reasonable skill and care in accordance with the standards of the industry. The LLC shall use all reasonable skill and care in selecting translators, interpreters, proofreaders, instructors and other personnel that provide services for us. The services shall be fit for the purpose made known to the LLC by the Client in writing. The commissioning party is solely responsible for the exact, clear and timely specification of the commission, in particular with respect to the purpose of the product or service or the planned use of the product or service.
§ 6.2 Statements of the LLC or its representatives only form a guarantee, when they are expressly denoted as such.
§ 6.3 Although the LLC processes all commissions with great care, accuracy and precision, errors may occur, product errors may occur. In any case the LLC is not liable for errors caused by e.g.:
- interruption in the communication networks of other providers,
- computer failure by an internet access provider or by an online service provider,
- through incomplete and/or updated offerings of proxy-servers (e.g., intermediate storage mediums) of commercial or non-commercial providers and online service providers,
- malicious software, e.g. Malware, which infiltrated in files of the LLC by third parties and could not be recognized by the reasonable and continually updated defensive program of the LLC.
- force majeure or other events beyond the LLC’s control or not caused by the LLC.
§ 6.4 The LLC is liable for damages based on intent of gross negligence on the part of the LLC, its representatives or vicarious agents, pursuant to the statutory regulations. The statutory provisions are moreover valid with respect to culpable injury to life, body, health or with respect to the product liability law and essential contractual duties. Compliance with a fixed delivery deadline named by the LLC is only a material contractual conditions, when this is expressly agreed upon between the parties in writing (including email, fax, etc.). Insofar as no material reach of contract is present, the LLC is only liable for the typically, foreseeable damages.
Insofar as not otherwise expressly regulated, the LLC`s liability is excluded.
§ 6.5 If the commissioning party is a merchant, it must immediately examine the product delivered to it by the LLC, and if a defect is present, immediately inform the LLC. If the commissioning party forbears this notification, the goods are deemed to be approved, unless it involves a defect that was not detectable during the examination. If a defect later appears, notification must be given immediately after its discovery; otherwise the goods are approved also with respect to the discovery. Timely sending of the notification of defect is sufficient to maintain this right. If the LLC has fraudulently concealed a defect, it cannot appeal to a delay in the respective notification of defect.
§ 7 Data Protection
§ 7.1 Accuracy treats the personal data of our clients and all information transferred in the context of your commission as confidential. The LLC does not sell or make your personal information available to third parties in another manner. Personal data will only be used for contact purposes. The LLC will occasionally send registered visitors and clients emails and mailings describing new services, promotions or events. The Client can opt-out of this service at any time.
§ 7.2 The LLC will comply with all applicable legal provisions regarding data protection (e.g., German Data Protection Laws, European Data Protection Directives) and any other applicable data protection legislation. In particular, the LLC will not provide or otherwise disclose any personal data of the Client to any third party without prior written authorization of the Client.
§ 8 Industrial Property Rights, Copyrights
§ 8.1 All content (e.g. translation) created by the LLC is protected by applicable copyright. All rights to such, including rights of reproduction, circulation and exhibition remain with the LLC. In particular any partial or complete republication or commercial use of the contents, outside the purpose expressed in the context of the commission, is forbidden. This includes in particular the circulation of any content created by the LLC for sale to multiple persons, inter alia circulation to third parties (e.g., forwarding translations of law to business partners, affiliated enterprises, internal or external posting, etc.). Insofar as legally permissible, the limited copyright applicable to the purpose of the commission transfers only at the time of complete payment by the Client. Any applicable industrial property rights, including e.g. patents, trademarks, designs, trade secrets and trade dress remain the property of the LLC and may not be used except through express authorization of the LLC.
§ 8.2 The Client ensures that in the event it is commissioning the LLC with the translation or editing of work whose copyright is held by a third party, that the translation or edit is exclusively for the private use of the Client, and will not be used in a manner violating the rights of the third party.
§ 8.3 The services, products and information offered by the LLC through its website or otherwise in no way constitute legal or financial-related advice. The Client should turn to appropriate experts for this. With respect to information not directly in the legal sphere or sphere of influence of the LLC (e.g., data of non-affiliated companies, stock prices, information in translations etc.), which are voluntarily provided on the website or otherwise made available by the LLC, the LLC provides no assurance regarding the correctness thereof.
§ 9 Indemnification
§ 9.1 If materials delivered to the LLC by the commissioning party in the context of a commission violate the rights of third parties, the commissioning party may either acquire all necessary rights for use of these materials or render these materials free of the rights of third parties.
§ 9.2 In cases of such an infringement of the rights of third parties, the Client agrees to indemnify and otherwise hold harmless the LLC, its officers, employees, agents, subsidiaries, affiliates, vicarious agents, other partners and similarly related parties from all claims of third parties. The commissioning party will carry or indemnify all costs, including legal and court fees, incurred by the LLC in this context. Other rights of the LLC, in particular claims for compensatory damages, are unaffected hereby.
§ 9.3 The same is valid in cases where the translation delivered by the LLC infringes the rights of third parties. The LLC assumes no responsibility to ascertain the holder of the legal title to any material delivered to it in the context of a commission.
§ 10 Changes to the Agreement
The LLC reserves the right to modify this Agreement, including fees for Services hereunder, at any time and without prior notice by posting amended Terms and Conditions on the website. The LLC will promptly inform the commissioning party of the changes. If the commissioning party does not object to these within two (2) weeks after receipt of the notice of the changes, the changed GTCs will become part of all existing agreements in place of the GTC`s to date.
§ 11 Severability
Should individual provisions of this Contract be or become partially or entirely invalid, or should this Contract contain gaps, the validity of the remaining provisions remains unaffected thereby. In place of the invalid or absent provision, a valid provision will apply, which objectively best approximates the commercial and legal purpose of the invalid or absent provision.
§ 12 Controlling Language
If interpretation of a provision of this GTC is necessary, the English version should be drawn upon, unless an interpretation on this basis would lead to the invalidity of the provision.(See § 13)
§ 13 Applicable Law, Venue
§ 13.1 This GTC will be governed by and construed in accordance with the laws of the Federal Republic of Germany, including those with regard to conflict of laws principles. International legal conventions like the United Nations Convention on Contracts for the International Sale of Goods do not apply.
§ 13.2 Place of performance for this Agreement and court venue is Düsseldorf. All provisions of this Agreement are subject to applicable, overriding law.