General Terms and Conditions
General Terms and Conditions (GTC) of Freelance Translator Britta Weber
[Dated: June 2020]
1.1 These General Terms and Conditions define the content and the execution of contracts between the client (hereinafter referred to as the “Client”) and the freelance translator (hereinafter referred to as the “Translator”) as the contractor. By placing an order, the Client acknowledges these GTCs, and they shall apply for the entire duration of the business relationship. They shall also be the applicable basis for future business between the two parties.
1.2 The Customer’s General Terms and Conditions of Business are only binding for the Weber Translation Agency if the Weber Translation Agency has expressly accepted them in writing in advance.
2. Cooperation Between Customer and Translator
2.1 The Client shall support the Translator, as far as possible and reasonable for the order, by providing the documents and information necessary for the provision of the Service and shall also provide the Translator with appropriate contact persons for queries. The following documents must be provided to the Translator by the Client, if available and obviously relevant for translation: Style guidelines, internal company terminology, specialist terminology; existing translations, relevant translation units from “translation memories”; publications referenced in the source text, technical documents and illustrative material, training material; Internet addresses; parallel texts; background texts; certain technologies (in particular other than the usual “office” applications).
2.2 Furthermore, the customer is obliged to inform the translator of the intended purpose before the offer is submitted, e.g. whether the text is to be used for the customer’s own information only; for publication and/or advertising; for legal purposes and/or patent proceedings; or for any other purpose where a special translation of the text by the translator involved is of importance
2.3 The Translator shall clarify obvious defects (e.g. contradictory statements, formal errors or ambiguities in content etc.) in the source text with the Client or draw the Client’s attention to them.
2.4 However, the technical and linguistic accuracy of the source text is the sole responsibility of the customer. The translator shall not be liable for any defects resulting from inadequate specification, linguistic and terminological inaccuracies of the source text, etc.
2.5 The figures provided by the translator refer exclusively to the source text. The customer is solely responsible for the conversion of figures, measurements, currencies and the like. The same applies to names and addresses of persons.
2.6 The target texts are transmitted exclusively by e-mail transfer or relevant data transfer software.
3. Offer/Order and Scope of Services
3.1 The scope of services towards the customer basically only includes pure translation.
3.2 In the case of texts that can be edited using standard office applications, the formatting of the source text is retained. Unless otherwise agreed, the Translator shall deliver the completed translations to the Client in electronic form.
3.3 Any special requests must be agreed separately and compensated according to the additional time required (special formats, flag correction, CMS, project management for multilingual orders, etc.).
3.4 The Translator undertakes to perform all work assigned to her to the best of her knowledge and belief and to deliver to the Client on time.
3.5 The client may only use the translation for the purpose specified by him. In the event that the customer uses the translation for a purpose other than the agreed purpose, the translator shall not be liable in this respect.
3.6 The translator has the right to pass on the order to equally qualified translators in consultation with the customer. However, in such a case she remains the exclusive contractual partner of the customer.
3.7 A quotation from the Translator, including a cost estimate, shall only be binding if it has been made in writing (in the original, by fax or e-mail) and after submission of the documents to be translated. Other quotations shall always be considered as non-binding guidelines only. The quotation is always prepared to the best of the translator’s knowledge, but no guarantee can be given for its accuracy. Should cost increases of more than 15% occur after the order has been placed, the translator will inform the customer immediately in writing.
4. Delivery Dates, Delivery
4.1 With regard to the deadline for delivery of the translation, the respective agreement between the client and the translator shall be decisive. If the date of delivery is an indispensable part of the order accepted by the Translator and cannot be extended by a reasonable extension of the deadline, and if the Client is not interested in a late delivery, the Client shall be required to notify the Translator in advance.
4.2 The Client and the Translator agree on the receipt of the source text and all documents necessary for background information by the Translator; if necessary, the receipt of a proof copy by the Client, the return of the proof copy to the Translator and the receipt of the translation by the Client in the agreed form of delivery.
4.3 The prerequisite for compliance with the delivery period and the delivery date of all transactions is the timely receipt of all documents to be supplied by the customer to the extent specified (e.g. source texts and all necessary background information documents) and compliance with the agreed terms of payment and other obligations. If these conditions are not met in time, the agreed delivery period shall be extended accordingly by the period by which the necessary documents were made available to the Translator late. 5.4 The risks associated with the delivery of the translation and the documents shall be borne solely by the customer.
4.4 Unless otherwise agreed, the documents provided to the Translator by the Client shall remain with the Translator upon completion of the translation order. The Translator shall ensure that these documents are kept in safekeeping for a period of four weeks after completion of the translation order. After this period the translator is entitled but not obliged to destroy the documents.
4.5 For the duration of storage, the Translator shall be obliged to store the documents in such a way that unauthorised persons do not have access to them, her obligation of confidentiality is not violated and the documents cannot be used in breach of contract.
5. Fees and Payment Conditions
5.1 Unless otherwise agreed (e.g. by individual offer), the prices for translations, proofreading and editing are determined by the translator’s price list applicable to the respective type of translation.
5.2 The basis for calculation is the respective agreed basis, e.g: words, standard pages, hourly rates or offered and agreed flat rates.
5.3 Unless otherwise agreed, order changes or additional orders may be invoiced at reasonable prices.
5.4 Appropriate surcharges may be charged for urgent or weekend work, which must be agreed in writing in advance.
5.5 Unless otherwise agreed, the Translator’s services shall be due for payment without deduction within 14 days upon delivery of the translation.
5.6 The translator shall be entitled to demand a reasonable down payment of the total invoice amount. This is particularly the case for new customers and orders with a high volume that require a high time commitment.
5.7 If the customer and the translator have agreed upon partial payments (e.g. a down payment), the translator shall be entitled, in the event of the customer’s default in payment for any type of order, to suspend work on the orders placed with her without legal consequences for her and without prejudice to her rights until the customer fulfils his agreed payment obligations. The translator shall be entitled to retain the translation and any documents provided. In the event of default of payment, default interest at the statutory rate (5%) as well as reasonable reminder fees will be charged.
6. Force Majeure
6.1 In the event of force majeure, the Translator shall inform the Client immediately, if possible. Force majeure shall entitle both the Translator and the Client to withdraw from the contract. However, the client shall compensate the translator for any expenses already incurred and shall pay a reasonable fee for the services already rendered.
6.2 Force majeure shall be deemed to be, in particular industrial disputes; acts of war; civil war; standstill of the administration of justice and/or administration, interruption of the means of communication; occurrence of unforeseeable events beyond the Translator’s control which demonstrably and decisively prevent the Translator from being able to execute the order as agreed.
7. Warranty and Compensation
7.1 All defects must be sufficiently explained and proven in writing by the customer (detailed written error report). The customer must report obvious errors in the translation within one week of receipt of the translation.
7.2 In the case of proofreading and editing, the service shall not be deemed to be defective if only negligible errors remain in the text. Absolute freedom from errors in the edited texts cannot be guaranteed. The error tolerance is at most 5%. In the case of extensive corrections (many errors and severe weaknesses in wording), it may be advisable for the client’s text editing to be reworked. This final correction does not constitute a rectification of the service provided by Weber Translation Agency and is therefore subject to a fee.
7.3 The customer shall grant the translator a reasonable period of time and the opportunity to remedy the defects and improve her performance. If the defects are remedied by the Translator within a reasonable period of time, the Client shall not be entitled to a price reduction or to rescission of the contract.
7.4 If the Translator refuses to make improvements or allows the reasonable period of grace to elapse without remedying the defect, or if the improvement would cause considerable inconvenience to the Client, the Client may withdraw from the contract (redhibitory action) or demand a reduction of the agreed price (price reduction). In case of minor defects, there is no right to rescind the contract.
7.5 Warranty claims do not entitle the customer to withhold the entire invoice amount, but only a reasonable part of it, either on his own authority or otherwise. The customer also waives the possibility of offsetting.
7.6 In the case of translations used for printed works, the Translator shall only be liable for defects if the Client expressly states in writing in his order that he intends to publish the text and if the Translator is provided with galley proofs up to and including that version of the text after which no further changes are made by the Client.
7.7 For source texts, originals and the like provided by the Client, the Translator shall be liable as custodian for the duration of four weeks after completion of the order only, unless they are returned to the Client with the delivery. However, there is no obligation to take out insurance.
7.8 Due to the technical conditions, the Translator shall not be liable for any defects and impairments (such as virus transmissions, breach of confidentiality obligations, damage to files, electronically automatically changed formatting) arising from the transmission of target texts by means of data transfer (such as e-mail), unless the Translator is at least grossly negligent.
7.9 All claims for damages against the translator, including consequential damages, are limited to the (net) invoice amount, unless otherwise stipulated by law. This shall not apply in cases of gross negligence or intent on the part of the Translator [i.e. only the translation itself, not the source text] or in cases of personal injury under the German Product Liability Act.
7.10 In the event that the client uses the translation for a purpose other than that stated, the translator shall not be liable for damages.
8. Retention of Title, Copyright and Confidentiality Obligation
8.1 All documents provided to the client in connection with the order shall remain the property of the translator until all liabilities have been paid in full.
8.2 Any kind of documents not included in the order, such as translations, proofreading, editing, translation memories, terminology lists, scripts, etc. produced by the Translator herself, remain the intellectual property of the Translator. The documents may only be passed on and duplicated with the Translator’s consent. A handover of these documents to the customer on his request will be charged additionally.
8.3 The Translator is not obliged to check whether the Client is entitled to translate the source texts or have them translated and is therefore entitled to assume that the Client is entitled to all such rights vis-à-vis third parties. The client therefore expressly warrants that he/she has all rights necessary for the execution of the order.
8.4 The client is obliged to indemnify the translator against all claims raised by third parties arising from infringements of copyrights, ancillary copyrights, other industrial property rights or personal rights. This shall also apply if the customer has not stated a purpose of use or uses the translation for purposes other than those stated.
8.5 The translator is the author of the translation. Therefore, she is entitled to be named as the author. Upon full payment of the fee, the customer acquires the respective agreed rights of use of the translation. The name of the translator may only be added to a published text or part of a text if the entire service is provided by the translator without alteration or with her subsequent consent.
8.6 The Translator shall be bound to secrecy and shall also oblige service providers commissioned by her to maintain secrecy to the same extent.
9. Termination of Contract and Withdrawal Agreement
9.1 The client may only terminate the contract until completion of the commissioned work for good cause. The termination is only effective if it has been declared in writing to the contractor. In this case, the contractor is entitled to compensation for loss of profit in the amount of the contract value as well as reimbursement of the costs incurred up to the time of receipt of the notice of termination.
9.2 In the event that the client terminates the contract or reduces the scope of the commissioned project, the services no longer to be provided will be invoiced with a lump-sum cancellation fee amounting to 30% of the fee claims not accrued as a result of termination, as well as a possible minimum quantity surcharge on services already provided. If, after the binding determination of the start date of individual project runs, there are delays which are not caused by the contractor, cancellation fees may be charged.
10. General Information
10.1 If parts of these terms and conditions are or become invalid, the validity of the remaining provisions shall not be affected. In this case, the invalid or unenforceable provision shall be replaced by a valid and enforceable provision which comes closest to the regulatory objectives pursued by the invalid or unenforceable provision. The same applies to the filling of any contractual gaps. The contract remains binding in its remaining parts even if individual points are legally ineffective.
10.2 These General Terms and Conditions are based on German law. Place of jurisdiction is Frankfurt a.M., Germany (of Translation Weber or the translator Britta Weber).