1. Application

1.1 These Terms and Conditions are valid for all transactions between Daniela Schlöder (“we/us”) and our clients (“you”), unless otherwise agreed in writing. The Terms and Conditions shall be accepted by the client when placing the order and shall apply during the whole business relationship.

1.2 We shall feel bound by some other Terms and Conditions only if agreed so in writing.

2. Acceptance of Order

2.1 Before the order is accepted, we determine the level of difficulty of the source text and calculate the time needed to complete work. The evaluation of the source material with respect to its level of difficulty is at our discretion.

2.2 The client shall submit his/her order in writing (via fax, e-mail or conventional mail).

2.3 Unless otherwise agreed in writing between the client and us all translations will be treated as a standard translation. Any other services (double checking/proofreading, DTP, etc.) shall be charged separately.

2.4 If any changes are made in the source material or the client’s requirements at any time while the translation job is in progress, the translator’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.

3. Client’s duties

3.1 When posting the order, the client shall give a clear indication of special requirements for the performance of work (output format, number of copies, print preparation, layout, client-specific terminology, style guides etc.). The client shall indicate the purpose of the translation. Where the target material is to be published, the client shall check this material for errors and inaccuracies.

3.2 All the information and documents necessary for a high-quality translation (terminology lists, glossaries, previous translations, figures, illustrations, tables, abbreviations etc.) are to be made available to us at the time of submitting the order.

3.3 We shall not be liable for translation errors arising from non-compliance with the aforesaid duties.

3.4 Should the original text contain passages whose meaning is unclear, we reserve the right to check back with you. We may, however, choose to translate the passage(s) in question to the best of our ability according to what appears to be, in our opinion, their intended meaning.

4. Delivery dates

4.1 Delivery dates shall be agreed at the time of submitting the order. These dates are binding. Our work shall be deemed to have been completed upon dispatching the translation according to the agreed mode of delivery.

4.2 All time data relate to Central European Time.

4.3 If the accepted order cannot be carried out within the agreed time due to force majeur or other unforeseen reasons that render the performance of work difficult or impossible (sudden illness, accident, breakdown of internal or external transportation and communication systems etc.), we shall first be granted a reasonable additional period for completion. Only upon expiration of this additional period without completion of performance shall the client be entitled to demand cancellation of the contract, but in any event the client undertakes to pay us for the work already completed.

4.4 We accept no responsibility or liability, financial or otherwise, in the event that delivery schedules are not complied with. The Supplier shall not be liable to reimburse the client in respect of any delay payments or other penalties or damages for which the client may become liable to any client of the client as a result of delay by quick translation. Similarly, we shall not be held responsible for lateness due to late delivery by a third party (courier and postal service, etc.).

5. Delivery

5.1 The client determines on which way (fax, e-mail, ordinary post, courier) and on which medium (floppy disk, CD-ROM, hard copy) the target material is to be sent.

5.2 Delivery by post requires a free. Delivery by e-mail is offered free of charge.

5.3 We shall not be held responsible for loss of or damage to the source material and/or the target material during delivery.

6. Third party

6.1 We reserve the right to subcontract all or part of the work to be performed to any chosen supplier should we consider it necessary, but we shall retain responsibility for the work that is subcontracted. Our suppliers do not enter into any contractual relationship with the client.

7. Terms of payment

7.1 All bills are due for payment in full without discount within 14 calendar days of the invoice date. Payment is to be made by bank transfer. All charges arising in effecting payment are to be borne by the client. The Translator reserves the right to recover from the Client any deductions from the invoice amount incurred during the payment transaction.

7.2 Delayed payments (over 30 days) are subject to interest at the rate of 8% over the German Federal bank base rate until the entire amount due is received.

7.3 In the case of large translation jobs, we may request an initial payment and periodic partial payments for work accomplished. Where delivery is in instalments and notice has been given that an interim payment is overdue, the translator shall have the right to stop work on the translation job in hand until the outstanding payment is made. This action shall be without prejudice to any sums due and without any liability whatsoever to the client or any third party.

8. Rates

8.1 All services shall be charged according to our price-list in effect at the time of placing the order.

8.2 All prices are given in euros (net, VAT exclusive). The current exchange rate at the Deutsche Bank on the day of issue of the invoice is to be consulted if payment in a foreign currency has been arranged.

8.3 The rates for a translation job (Standard Service) shall be determined by a fixed rate per word or per line of 55 keystrokes including spaces.

8.4 An hourly rate is charged for time work (e.g. proofreading or DTP).

8.5 The client can decide if s/he wants to place an order immediately or wants to obtain a cost estimate first. We will estimate the cost of translation based on the source text or samples submitted by the client. The final invoice will be based, however, on the actual length of the text or amount of other services rendered. An estimate shall be non-binding, being for guidance or information only.

8.6 Should completion of work be necessary sooner than the normal time required for its proper production, or should the job require work outside normal office hours, we reserve the right to charge supplementary urgency rates. Other supplementary charges, for example those arising from poorly legible copies may also be charged.

9. Cancellation and Suspension

9.1 If the client cancels work before completion, the client shall pay the translator the full contract sum, unless s/he is legally or contractually entitled to do so. We reserve the right to claim indemnification for any consequential damage.

9.2 If the Client suspends or postpones work he or she has commissioned, charges will be payable for all commissioned work up to the date of suspension or postponement and for all other costs and expenses which may occur as a result of such suspension.

9.3 Cancellation or suspension shall be submitted in writing.

10. Complaints

10.1 All our work is executed with the utmost professional care.

10.2 A complaint by the client in respect of any work shall be notified to us in writing within 14 days of the receipt of the work by the client. The client may not demand a reworked or corrected translation after this 14 day period. Where complaints are found to be justified, the client has the right to a free corrected translation. We shall be granted a reasonable additional period of time to improve upon our work.

10.3 If the aforesaid correction also proves to be deficient, the right to a price reduction or withdrawal from the contract shall be re-instituted. Any further claims, on whatever legal basis, are excluded.

10.4 We shall not be liable for consequential loss or damage, except for gross negligence and intent.

11. Liability

11.1 We will only assume liability for gross negligence and intent; liability in the case of ordinary negligence will only take effect in the case of vital contractual obligations. Claims of recourse in the case of damage claims by third parties are explicitly precluded.

11.2 Our liability shall be limited to the invoiced value of the work.

12. Confidentiality

12.1 All texts shall be treated as strictly confidential and shall be made available only to subcontractors or third parties who may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.

12.2 In the case of electronic delivery of texts and data from the customer to us through some vicarious agents, we are unable to guarantee absolute protection of trade and industrial secrets and any other confidential data and information as it cannot be excluded that unauthorized third parties have electronic access to the transmitted texts.

13. Copyright and Translation Rights

13.1 All work supplied remains our property until paid for in full and the client has no right of use.

13.2 Any copyright accruing to us in the course of executing a translation will remain our property unless explicitly transferred to the customer.

13.3 If any claims are filled against us by third parties with respect to a translation for copyright violation or for other reasons, we will receive full indemnification by you.

14. Place of Jurisdiction and Applicable Law

14.1 Place of performance and jurisdiction for all claims and legal disputes arising out of the contractual relationship shall be Neuss.

14.2 All disputes will be settled by the law of the Federal Republic of Germany.

15. Miscellaneous

15.1 In the event that any of these provisions is or are invalid, the validity of the remaining provisions shall be unaffected. The contracting parties agree to replace any provision which is invalid by one which is equivalent in its business effect.

15.2 Any supplement, modification or waiver of any provision of this Agreement must be in writing.