TERMS AND CONDITIONS
1. General Regulations
These General Terms and Conditions apply to all business dealings between us (Expression Matters) and our clients. By placing an order, the client accepts our General Terms and Conditions, which apply for the entire duration of the business relationship, including all future transactions.
The client's General Terms and Conditions shall be deemed binding for us only if we have explicitly recognised and accepted them in writing.
2. Order Placement
The client shall place an order usually in written form (also in an electronic format). In case an order is placed informally, e.g. by phone, in order to make collaboration as efficient as possible, any potential problems arising from informal order placement shall be borne by the client. When the client places an order, he shall specify the type and volume of the transaction and the target language, topic, subject area, and the special field, for translations also the target country. Any delays or faulty workmanship resulting from unclear, incorrect or incomplete order placement shall be borne by the client.
3. Client's Duty of Cooperation
With order placement at the latest, the client shall inform us of any special wishes regarding the implementation of the order, e.g. special terminology, data storage, amount of issues, format, etc.. The purpose of a target text shall be indicated, especially if the text is to be published and/or to be used for advertising. If a translated or proofread text is intended for printing, the client shall provide us with a proof print for approval prior to printing. The client shall provide us with any information and documents necessary for the execution of the order or the performance of the translation, e.g. glossaries, pictures, designs, tables, abbreviations, etc..
4. Performance by Third Parties
If deemed appropriate or necessary by us, we shall be entitled to employ third parties for the performance of transactions; in this case, our liability is limited to careful selection of these third parties. On principle, the business relationship exists exclusively between the client and Expression Matters. Any contact between our client and a third party employed by us requires our prior consent.
5. Confidentiality / Professional Secrecy
We commit ourselves to treat as confidential all facts that become known to us within the scope of our work for a client. Confidential documents are kept in safe custody and inaccessible to third parties. We cannot guarantee absolute privacy for texts and data that are electronically transferred to us as the risk cannot be excluded that unauthorized third parties can gain access to the transmitted data electronically.
6. Delivery Time
Delivery schedules are agreed on with order placement to the best of our knowledge. However, they are only estimated deadlines on principle. We shall not default as long as performance is faulty as a result of a condition for which we are not responsible. Delivery is considered to have been made as soon as the commissioned work or the translation has been sent to the client. The client is obliged to confirm receipt of the translation or other text by a short communication.
7. Transmission
Postal delivery(including courier delivery) or electronic transmission is at the client's risk. We do not accept liability for faulty or detrimental transfer of any texts or their loss, nor for damage or loss of the texts if they are not transmitted electronically.
8. Guarantee of Quality
All assignments shall be performed by professionally experienced and technically versed staff. If a certified translation is required, the assignment can be performed by one of our certified translators. This must, however, be specifically requested by the client when placing the order.
9. Disruption and Force Majeure, Network and Server Errors, Viruses
We cannot be held liable for damages resulting from disruptions of our operations, including but not limited to force majeure, e.g. acts of God and disruption of communications or traffic, network and server errors, other potential line or transmission disruptions, or other obstacles that are beyond our control. In case of force majeure, we cannot be held liable for any damage or loss of data. In such exceptional circumstances, we are entitled to withdraw from the agreement in whole or in part. In case of modification of the subject matter of an agreement, delivery times and fees must be renegotiated. The same applies to temporary closure or curtailment of business operations in whole or in part for good cause. Likewise, we cannot be held liable for damages caused by viruses. If translations or other texts are electronically transmitted as files, the client is responsible for a final check of the transferred files and/or texts. Claims for compensation for damages resulting from events as stipulated herein above are excluded.
10. Terms of Payment
Unless otherwise agreed, we shall invoice the fee for our service to the client immediately after the commissioned task has been completed. Payment is due no later than 14 days after the date of invoicing by bank transfer or in cash. If payment has not been made by the due date, the client shall be deemed in default of payment without further notice. If there was no agreement as to the fee, a remuneration that is adequate and customary for work of this sort and degree of difficulty is due. For large orders we are entitled to ask for an advance payment at an amount that is objectively necessary for the performance of the order. For well-founded reasons, we are entitled to make the delivery of our work conditional on prior payment of our fees. If the client is in arrears with his obligations within the scope of our business relationship, or if we receive notice of conditions that diminish the creditworthiness of the client (e.g. execution of a court or administrative court judgement, commencement of bankruptcy or settlement proceedings, etc.), we are entitled to make further deliveries subject to advance payment and to immediately call due any deferred receivables.
11. Reservation of Ownership and Copyright
The client has a right of use of a translation or other text processed by us only after full payment. Any delivered translation shall remain our property until all receivables have been fully paid. We claim the copyright of all our translations unless otherwise agreed.
12. Liability and Complaints
Unless a separate agreement has been made regarding the quality of the translation or other text and/or unless special requirements are apparent from the type of work order itself, we will translate or process the text for the purpose of information in accordance with our highest standards so that the translation is both grammatically correct and true to the spirit of the source text.
All and any notices of defects must be given promptly, but no later than within 5 days (date of receipt in our office). Otherwise the translation or other text shall be deemed free of defects and accepted. In this event, the client waives any and all legal claims resulting from any potential shortcomings in the translation. Any errors or defects must be adequately described and substantiated in written form. We must be given the opportunity to remedy an error or defect within an adequate period of time, this also applies to rush jobs. If a remedy remains verifiably unsuccessful, the client is entitled to a price reduction or to cancel the work order.
Liability is limited to the maximum value of the corresponding work order. We are liable solely in case of gross negligence or intent. Liability for slight negligence arises only in case of violation of substantive contractual obligations. In the event of damage claims by third parties, any right of recourse is excluded. We shall not accept liability for any errors or faulty workmanship resulting from the client's failure to comply with his duty of cooperation or from faulty, incomplete, or late information or files provided by the client or by faulty or illegible (in whole or in part) source texts.
If the client does not state that a translation or other text is intended for publication or advertising, or that a translation or other text is intended for printing, or if he fails to provide us with a proof print for approval prior to printing and if the text is printed without our approval, any shortcomings or errors are the client's responsibility.
13. Late Delivery, Impossibility of Delivery, Cancellation
Should the client cancel a translation assignment awarded to Expression Matters then services rendered up the point of cancellation shall be charged and al expenses incurred shall be paid. The client has the right to cancel the agreement in the event of late delivery or impossibility of delivery for which we are responsible only if the delivery date agreed upon has been unreasonably exceeded and the client has given us written notice stating a reasonable grace period.
14. Applicable Law and Jurisdiction
The contractual relationship and any resulting business relations between the client and us are subject to German law. The sole place of jurisdiction for any and all disputes for both parties is Hamburg Local Court, Germany.
15. Salvatory Clause
If a provision of these General Terms and Conditions should be, or become, entirely or partially invalid or unenforceable, the validity and enforceability of all the other provisions shall remain unaffected.
The invalid or unenforceable provision shall be replaced or amended as agreed by both parties by such valid and enforceable provision which comes closest to the economic purpose pursued by the parties with the invalid or unenforceable provision and to the provision originally intended by the parties as far as legally possible.
[Last update: 20th May 2008]
