I Scope of coverage and general provisions
- For all legal relationships between the Client and Apostroph Germany GmbH (hereinafter: ‘Contractor’), these General Terms and Conditions of Business apply exclusively.
- Any conditions, special agreements or side agreements that contradict or deviate from the present General Terms and Conditions of Business shall only be valid if the Contractor has provided express written confirmation of their acceptance. Agreements made individually with the Contractor (including side agreements, additions and amendments) shall take precedence over the present General Terms and Conditions of Business. For the content of such an agreement, a written contract or the express written approval from the Contractor shall prevail, subject to proof of the contrary.
- The Contractor reserves the right to amend and/or make additions to the present General Terms and Conditions of Business without stating reasons. The Client shall be notified of any amended General Terms and Conditions of Business at least two weeks before these come into effect. If the Client does not object within two weeks, the amendments shall be considered accepted.
- The Contractor reserves the right to wholly or partially refuse to process a project. This applies in particular to cases in which projects contain illegal content or offend common decency, or in which processing the project to an appropriate standard seems unreasonable within the time frame given by the Client due to its difficulty or scope.
- For the provision of conference interpreter teams (simultaneous or consecutive), the terms and conditions of the Geneva-based International Association of Conference Interpreters (AIIC) apply in addition.
II Scope of service and obligations of the Client
- The scope of the services performed by the Contractor shall be determined through a binding order, which the Client shall provide to the Contractor in writing, as well as the corresponding order confirmation from the Contractor.
- Proper names, URLs (Uniform Resource Locators) – i.e. website addresses – and residential or business addresses, will only be checked or translated if the Client instructs us to do so in writing.
- All translation work is completed in accordance with the principles of proper professional practice. If no instructions and/or additional information have been provided by the Client, texts shall also be translated and/or edited using standard lexicographical and comprehensible language.
- Unless expressly prohibited by the Client or otherwise agreed by the contracting parties, the Contractor shall be entitled to use machine (pre-)translation for the translation of texts wherever it helps the Contractor to complete orders efficiently, provided that the quality required in accordance with the Client's requirements is ensured.
- The Client shall provide the Contractor with the texts to be processed in due time and in clearly legible form. Interpreters are to be briefed on the subject matter by the Client in advance.
- The Client is responsible for ensuring that the projects provided by the Client do not infringe on any competition, trademark or proprietary name rights and/or are not objectionable for any other reason.
- If the service ordered is intended for printing or imprinting on signs or goods (production), the Client must inform the Contractor of this and provide the Contractor with a copy for correction purposes prior to printing.
- Errors and delays that result from non-compliance with the obligations of the Client are not to be borne by the Contractor.
III Fees and terms of payment
- The fees for the Contractor’s services are based on the Contractor’s currently valid price list. The layout of texts, as well as the proofreading of documents on screen, shall be charged on the basis of actual time expended. Prices do not include any applicable value-added tax (VAT).
- For interpreting, the services provided are invoiced according to the time expended; hours started are rounded up to 30 or 60 minutes. Travel times are invoiced at 50% of the respective fee rate and the travel costs actually incurred.
- Unless otherwise stated in the order confirmation or invoice, the Contractor’s fee is payable, without deductions and including any incurred bank fees (if applicable), within 14 (fourteen) days of the invoice date. In case of delayed payment, legal regulations shall apply.
- The Contractor is entitled to demand an appropriate advance payment for which the Client will receive a corresponding invoice. Final delivery of the translation/text processing may be made dependent upon prior settlement of the invoice amount.
- If the Client withdraws from the contract without being legally or contractually entitled to do so, the Client shall bear the costs and translation fees incurred up to the receipt of the declaration of withdrawal (cancellation). The Contractor is entitled to invoice the costs to be reimbursed in this respect as a lump sum as follows, unless the Client provides evidence that the costs actually incurred by the Contractor were in fact lower: 10% of the intended interpreting fee shall be invoiced for cancellation of interpreting orders up until the 30th calendar day before the agreed service, 50% for cancellations from the 30th calendar day and 100% from the 14th calendar day; for all other orders, 50% of the agreed order amount will be invoiced.
IV Offsetting, right of retention, reservation of title
- The Client’s right to offset payments shall only exist if the Client’s counterclaim has been validated by a court of law, has not been contested or has been unequivocally accepted by the Contractor.
- The Client is only entitled to assert a right of retention due to counterclaims that arise from the same contractual relationship.
- Until payment in full of all outstanding claims, the translation remains the property of the Contractor; until then, the Client has no right of use.
- Delivery deadlines shall only be applicable if they have been expressly agreed as binding and confirmation of this has been sent to the Client. In all other cases, delivery times shall be considered non-binding guidelines. Delivery times are calculated based on working days (excluding Saturdays). If no specific deadline has been agreed between the parties to the contract, then the delivery of the reworked project materials shall be sent within a period deemed reasonable for the accurate and careful completion of the project.
- Unless the parties have agreed otherwise, the Contractor shall be authorised to send the corrected, edited or translated texts to the Client via email or fax.
- The deadline shall be considered fulfilled if the reworked project materials are sent at such a time that, with the usual transit times for the mutually agreed delivery method taken into consideration, the Client should have received them by the deadline. The Contractor shall not be liable for any delays due to force majeure or to reasons beyond its control.
- If the Client agrees to an appropriate subsequent deadline once a delay has occurred, the Client then has the right to withdraw from the contract if the subsequent deadline is not met. A grace period is unnecessary if a commercial dated transaction was agreed or the Client can claim that, as a result of the Contractor’s delay, the Client no longer has any interest in fulfilment of the order. Section VII shall apply for any assertion of claims for damages.
VI Liability for errors
- The Client’s claim of an error assumes that the Client has, upon receipt of the revised project materials from the Contractor, immediately inspected the materials and has promptly provided a detailed written reference of contest to the Contractor concerning any obvious errors and informing the Contractor of any hidden errors after they have become apparent. If the Client does not report any defects within 14 days of receiving the processed texts, the texts shall be deemed accepted.
- An error claim shall not exist if the error is trivial. Stylistic variations that represent realistic and correct translations are, in their nature, trivial and cannot be claimed as an error by the Client.
- If the Contractor acknowledges having made an error, the Contractor shall be entitled to supplementary performance. However, before the Client shall be able to make further claims or take legal action (through withdrawal, mitigation, damages, expense recuperation, own discretion, etc.), the Client shall be required to give the Contractor an appropriate grace period to submit a rectified version of the documents, insofar as no other warranty terms have been agreed with the Contractor. If, after two unsuccessful attempts at improving the quality of the documents have been made, it is not possible to rectify the documents, the supplementary work is deemed unacceptable by the Client or the Contractor declines further supplementary performance, the Client shall be entitled to withdraw from the contract or reduce payment. Section VII shall apply for the assertion of claims for compensation and reimbursement.
- The statute of limitations for error claims is 12 months from acceptance, unless the Contractor has caused the damages through wilfully or grossly negligent behaviour. This limitation period shall also apply to consequential damages. The legal statute of limitation in case of malicious concealment of an error and with regard to claims mentioned in Section VII, Paragraph 1, remain unaffected.
VII Compensation for damages
- The Contractor provides its services with the greatest possible care and due diligence. Should damages nevertheless occur to the Client in connection with the contractual relationship, the Contractor shall only be liable – regardless of the legal reason – within the scope of liability for culpability in cases of wilful intent or gross negligence. In the case of damage to property and financial losses caused by negligent behaviour, the Contractor shall only be liable for breach of a material contractual obligation as well as limited to the amount foreseeable and typical at the time the contract was concluded. Material contractual obligations in this context are those whose fulfilment makes the proper execution of the contract possible in the first place and on whose observance the Client regularly relies and may rely. Excluded from the above-mentioned limitations of liability are claims for injury to life, limb or health as well as fraudulent concealment of a defect or the assumption of a guarantee.
- If, at the time of placing the order, the Client does not indicate to the Contractor that the translation or the texts to be processed are intended for printing or production and/or does not provide the Contractor with a copy for correction purposes prior to printing and prints or produces without the approval of the Contractor, any liability – subject to the aforementioned liability circumstances – is excluded.
- If, in accordance with the present General Terms and Conditions of Business, the Contractor’s liability is limited or excluded, this shall also apply to the Contractor’s legal representatives, employees and vicarious agents if claims are made directly against these parties.
- The provisions of the Product Liability Act remain unaffected.
VIII Copyright, claims of third parties
- Should a claim be made against the Contractor on the basis of processing a text or translation due to the violation of an existing copyright or should claims be asserted by third parties, the Client is obliged to indemnify the Contractor in full against such claims.
- If the Contractor is entitled to copyrights or other industrial property rights through the processing or translation of a text, these remain expressly with the Contractor, insofar as they are not contractually transferred to the Client. The same applies to the glossaries, terminology databases and translation memories that are created in the course of the collaboration.
IX Data protection
- The Contractor treats all the Client’s data as confidential and handles it in compliance with the statutory data protection regulations. The Client’s data will only be disclosed to third parties if this is required for processing the contract or the Client has consented to its disclosure in advance.
- Project-related data may be erased at the request of the Client once the project has been completed and once the statutory and contractual warranty and guarantee rights have expired, as long as the erasure does not conflict with any storage obligations under provisions of commercial or tax law.
X Applicable law, jurisdiction, place of fulfilment, validity
- The legal relationship between the Contractor and the Client shall be subject exclusively to German law.
- In cases of business transactions with traders, legal persons under public law, special funds under public law and persons without a place of general jurisdiction within the Federal Republic of Germany, the court of jurisdiction shall be Hamburg (-Mitte), Germany. Mandatory legal provisions on exclusive jurisdictions remain unaffected by this.
- Dispute resolution: For out-of-court settlement of disputes, the EU Commission has created an internet platform for online dispute resolution. More detailed information is available at the following link: http://ec.europa.eu/consumers/odr.
The Contractor shall be neither prepared nor obligated to participate in dispute resolution proceedings before a consumer arbitration body.
- Unless otherwise stated in the order confirmation, the place of fulfilment for services of the Contractor is the Contractor’s place of business. Place of fulfilment for interpreting services not provided at the place of business of the Contractor is the location specified in the order confirmation.
5. If one or individual provisions of the present General Terms and Conditions of Business should become legally ineffective, the validity of the other provisions shall remain unaffected.
Status: 1 April 2022