General Terms and Conditions of Service
Preamble to the English Version of these General Terms and Conditions of Service
The following text represents a translation of the Terms and Conditions or "Allgemeine Geschäftsbedingungen – AGB" set out on the German Language version of this page. Language Landscapes undertakes to update this English-language translation whenever a change is made to the German-language original. We thus undertake take all reasonable steps to ensure that this translation is, as far as humanly possible, identical in content to the German text. However, where there should be any inconsistency between the German and the English-language version of these Terms and Conditions, the German-language version shall take precedence.
- These terms and conditions shall apply to contracts between Language Landscapes and its clients insofar as no other terms have been expressly agreed or are required by law.
- Language Landscapes shall be bound by any terms and conditions set out by the client only if they have been expressly accepted by the former.
2. Scope and commissioning of translation, localization, post-editing, revision, terminology management, development, consultancy services
- All our translation, localization, post-editing, revision, terminology management, development and consultancy services will be provided with due care in accordance with the professional standards acceptable in the sector and and with the descriptions provided in our business documentation and web presence. Indeed, we generally commit ourselves to a standard of service substantially above the average quality generally expected in our industry. The client will receive any translated, localized, or other material in whatever form has been agreed with the client.
- Commissioning may be carried out either in writing by post or by telephone, fax or e-mail. The confirmation of any commission by means of any of these media shall be taken as binding. This shall apply equally to the commissioning of orders by the client and to the commissioning by Language Landscapes of any professionally competent third parties that may be engaged by Language Landscapes to complete the commission.
3. Duty on the part of the commissioning party to collaborate and provide clarification
- The client must inform Language Landscapes in good time of the form in which the relevant translation, localization or other deliverable is required (its destined purpose, the media to be used for delivery, number of copies, proofs, the external form of the document, etc.). Unless otherwise agreed, Language Landscapes will submit finished translations and localizations to two rounds of revision/post-editing, to check the translation's or localization's quality on the basis of the quality dimensions defined in our business documentation and web presence.If the translation, localization or other material is destined for print, on-line or other means of publication, the client will provide Language Landscapes with a proof, or acccess to a text website or software package or other suitable final test environment in good time before publication deadline, so that Language Landscapes can remove any errors and infelicities that it may contain before publication.
- It may be necessary for website localizations, single-source texts, software packages and other materials to be subjected to more than one iteration of final checking.
- Language Landscapes will seek details from the client on the destination, purpose and indented audience of any translation, as well as on the terminology and style to be followed in producing it. It will generally do so by asking the client to fill out a form containing relevant questions. For localization, terminology and consultancy tasks, Language Landscapes will normally require very close collaboration with the client. The conditions (timing, location, means of communication, pricing, etc.) of such collaboration will be agreed in advance with the client on an individual basis.
- The client will provide Language Landscapes with any and all information and materials necessary for producing the translation, localization or other material (a list of client terminology, illustrations, graphics, tables, abbreviations, internal expressions, etc.) upon award of the commission.
- Language Landscapes will not be responsible for any errors or delays resulting from incomplete or delayed delivery of information and instructions from the client.
- The client will be responsible for the intellectual property rights associated with any text or image, and for ensuring that any permission that may be necessary in order to translate or localize a text or image has been obtained (in the case of a translation or localization commission). Language Landscapes will not be responsible for any claims made by third parties in relation to intellectual property rights, irrespective of whether such claims are made on the basis of source or target texts.
4. Rights of the commissioning party in case of errors or omissions
- Language Landscapes reserves the right to remedy any defects or omissions in its work. The client shall initially only be entitled to the resolution of any defects or omissions in any translation, localization or other deliverable that may be at issue.
- Unless expressly agreed otherwise in writing, any entitlement to remedy must be claimed within 5 working days. Any such claim must be accompanied by a precise indication of the defect or omission. After the expiry of this period, the translation, localization or other deliverable shall be deemed to be correct and to have been accepted as such by the client.
- If Language Landscapes should fail to make good the reported defects or omissions within a reasonable period or if it should refuse to make good such defects, or if the correction process should fail to resolve the defects, then after giving Language Landscapes sufficient opportunity to give its grounds for refusal, the client may cause the defects to be resolved by another translator, localizer or other service provider at the reasonable expense of Language Landscapes, or may either require a markdown in the remuneration for the work or terminate the contract. The correction process shall be taken to have failed if the translation, localization or other deliverable should continue to exhibit the defects identified by the client after several attempts to remove them.
- Language Landscapes shall be responsible only for any gross negligence or deliberate act. Damages due to computer failures or to transmission errors in e-mail deliveries or through viruses shall not be considered gross negligence. Language Landscapes undertakes to take all due care to minimize such risks through the use of anti-virus software and other software protection measures. Responsibility for simple negligence shall apply only in cases of failure to discharge primary duties of care.
- Any claim by the client against Language Landscapes to make good any damages as described in Section 5 (1) Point 4 shall normally be limited to € 5,000, though in individual cases it may be possible by express prior written agreement to fix a higher level of compensation.
- The exclusion or limitation of responsibility described in Section 5 (1) and (2) shall not apply to damages to a consumer arising from injury to the life, limb or health of any person.
- Except where there bad faith can be proven, any claim by the client against Language Landscapes arising out of defects or omissions in a translation, localization or other deliverable (in accordance with Section 634a of the German Civil Code – BGB) shall expire after one year has elapsed from client acceptance of the translation. (Note: This provision shall be applicable only to contracts with businesses, and not to contracts concluded with final consumers).
- However, liability for consequential damages shall be limited to the legal limitation period set out in Section 634a BGB. The terms of Section 202 Para. 1 BGB shall remain unaffected.
6. Professional confidentiality
- Language Landscapes undertakes to treat all information revealed to it during the course of its work for its clients in the strictest confidentiality.
- Language Landscapes undertakes neither to pass on any confidential information to which it may have access through its work with any client nor to re-use any such information in any work carried out subsequently for any other client.
7. Third party involvement, Non-compete clause
- Language Landscapes shall have the right to contract employees or suitably qualified third parties to carry out its instructions.
- Where it engages suitably qualified third parties, Language Landscapes agrees to ensure that such third parties also undertake to respect the duty of confidentiality set out in Section 6 of these Terms and Conditions of Service.
- Where clients should come into contact with qualified third parties in the course of, through or as a result of the activity of the latter in fulfilling a commission made by that client to Language Landscapes, that client undertakes not to commission or employ that qualified third party to undertake any task in relation to translation, internationalization, localization, copywriting, post-editing, text adaptation or any other activity that may be understood to compete with the activities of Language Landscapes without the express consent of Language Landscapes for a period of one year from completion of that commission.
- Language Landscapes will not unreasonably refuse consent for such an engagement by a client of a qualified third party brought into contact with the client by, through or as a result of their activities for Language Landscapes.
- However, Language Landscapes shall not be responsible for any delay, error or failure to deliver any service to the client due to any engagement by that client of any person commissioned by Language Landscapes to participate in the work required in order to provide that service.
- Unless otherwise agreed Language Landscapes's invoices shall become due and payable without discount within 30 days of date of invoice.
- All prices are net of Value Added Tax at its current applicable rate.
- In addition to its entitlement to agreed fees, Language Landscapes shall be entitled to remuneration for any expenses actually incurred and agreed with the client. Value Added Tax shall be added to the amount invoiced wherever legally required. Where translations require particularly largescale effort, Language Landscapes may require a reasonable advance payment. Language Landscapes may agree in advance with the client that the delivery of its work may be made conditional on payment of its full fee.
- If the fee amount has not been agreed, then reasonable and usual remuneration in consideration of the type and difficulty of the work shall be due. This remuneration shall not be less than the applicable rate fixed by German Law on remuneration and compensation (JVEG). However, Language Landscapes shall make every effort to fix a concrete per hour or per word rate, or combination of rates, before commencing any work.
- Remuneration for translation, post-editing and revision tasks will generally be calculated on the scale and difficulty of the task commissioned. The scale of such work shall be calculated either on a per word, per standard page or per character (including white space) basis, or on a per hour basis. Percentage-based supplements may be added for urgent commissions or commissions considered to involve significant extra effort due to their difficulty or for any other reason. Other tasks will generally be charged in terms of effort actually expended on them in terms of hours worked, with possible percentage-based supplements added for urgent commissions or commissions considered to involve significant extra effort due to linguistic, structural, formatting or other issues. Percentage-based discounts may also be applied in individual cases in appropriate circumstances.
- Price quotations made by Language Landscapes shall be considered binding only if the quotation document contains an express undertaking by Language Landscapes to be bound by the prices and conditions contained therein. Where such an express undertaking is not present, such quotations should be considered by the client to be merely non-binding estimations of the cost and effort required for the relevant task and of its projected date of delivery. Language Landscapes undertakes to inform the client of any risk of delay or of any unexpected extra cost related to a commission immediately upon becoming aware of it.
- No acceptance by Language Landscapes any quotation as binding shall affect the terms of Sections 1 to 7 of these Terms and Conditions of Service.
- Language Landscapes reserves the right – especially in the case of large-scale commissions – to require the payment of a reasonable down payment from the client before commencing work on that commission. Such a down payment will generally be calculated at between 25% and 50% of the total projected price of the task. In such cases, services will be provided immediately upon receipt of the down payment in Language Landscapes's account.
- The payment of any suitably qualified third parties by Language Landscapes will be made exclusively by bank transfer. Language Landscapes will not make any payments on a cash-on-delivery or similar basis. Subcontractors (translators, post-editors, copywriters, programmers, analysts, etc.) assigned to projects by Language Landscapes agree to these payment conditions by virtue of their acceptance of a commission from Language Landscapes.
9. Reservation of title and copyright
- All deliverables shall remain the property of Language Landscapes until full payment has been received. Until that point the client shall have no right to make use of any deliverables submitted to them.
- Language Landscapes reserves any copyright that may arise from the services that it provides.
- All materials provided in Language Landscapes documentation and in the Language Landscapes web presence are protected by copyright.
10. Right of rescission
- If the award of a translation commission is based on Language Landscapes offer of translation services on the internet, the client waives any possible right to rescission in cases where Language Landscapes has already begun the translation and has already informed the client of that fact.
11. Applicable law
- German Law shall apply to any commission and to all entitlements arising from any such commission.
- The language of the contract shall be German.
- The court of jurisdiction shall be Berlin.
12. Severability clause
- The nullity or inapplicability any individual terms of these Terms and Conditions shall not affect the applicability of the remaining terms. Any null or inapplicable term shall be replaced by a valid term coming as close as possible to the intended objective of the null or inapplicable one.
13. Changes and clarifications
- Any changes and clarifications made to these General Terms and Conditions shall only be applicable insofar as they have been agreed in writing. This shall apply even to the requirement for written agreement itself.
Status as of: 11 July, 2014