General Terms and Conditions of EnglishBusiness AG
These General Terms and Conditions apply to all legal transactions between the client and EnglishBusiness AG (hereinafter EnglishBusiness), unless otherwise agreed in writing in individual circumstances. Part II comprises the Standard Terms and Conditions for Translation Services. Part III comprises the Standard Terms and Conditions for Training. Part IV comprises other Standard Terms and Conditions that apply to both Translation Services and Training.
Contradictory or varying standard terms and conditions of the client are not accepted, unless expressly accepted in writing.
II. TRANSLATION SERVICES
a) EnglishBusiness undertakes to supply a high-quality translation. For this reason, it is important that the client provides EnglishBusiness with information about the purpose of the translation. If the client does not provide this information, EnglishBusiness will provide the translation in a standard and understandable format. Specialist terminology will be translated using generally accepted terminology. The technical and linguistic correctness of the source text is the exclusive responsibility of the client. If the client wishes specific terminology to be used in the translation, this should be notified in writing when the order is placed.
b) The client is responsible for ensuring that any documentation it provides is free of any problems arising under competition law, copyright law or other legal requirements.
c) Unless otherwise agreed, the client will provide documents by email in standard formats such as MS Word, MS Excel or MS PowerPoint (further formats upon request). Emails are deemed received by EnglishBusiness when they can be recovered from the email inbox at EnglishBusiness’ premises. Unless otherwise agreed, EnglishBusiness will supply the translation via email in the format agreed upon acceptance of the order.
2. Delivery times
a) Delivery times are only binding if they are confirmed in writing by EnglishBusiness. EnglishBusiness is only bound by agreed delivery times if the client provides all documents on time and provided that the documents are of the scope and nature previously agreed (all source texts and any necessary background information).
b) Delivery times given in terms of days are calculated on the basis of working days; Saturdays do not count as working days.
c) If EnglishBusiness is late providing a translation, the client is initially entitled to give EnglishBusiness a reasonable supplementary deadline in which to deliver the translation. If this supplementary deadline expires without delivery being made, the client is entitled to withdraw from the contract. The client will only be entitled to claim damages in lieu of performance under such circumstances if the delay was due to intentional or grossly negligent conduct, or negligent breach of a material contractual term.
d) If the agreement made is a defined fixed date transaction, the client may withdraw from the contract before setting a supplementary completion date.
e) If the client withdraws from the contract without meeting the requirements of Part II 2 (c) or (d), the client shall pay all costs and fees incurred by EnglishBusiness until notice of the contract termination is received. EnglishBusiness may charge a 20% lump sum of the contract value unless the client can demonstrate lower actual expenses, including lost profits. EnglishBusiness retains the right to claim higher levels of expenses in all circumstances.
3. Warranty claims
a) The client shall immediately make a complaint in writing about any evident defect in the translation. The client shall issue notification of hidden defects in writing immediately after discovery, but no later than two weeks after delivery of the translation. Section 377 of the German Commercial Code (Handelsgesetzbuch – HGB) applies with respect to business persons.
b) The client shall sufficiently outline all defects in writing. No warranty claims may be asserted for an insignificant defect. An insignificant defect includes, but is not exclusively defined as, the use of a technically correct translation that is criticised by the client for reasons of style. There shall also be no defect if the client has supplied incorrect, incomplete or unclear formulations in the source text.
c) Before the client may assert a legal claim against EnglishBusiness for a defect for which EnglishBusiness is responsible, the client must permit a reasonable supplementary deadline for EnglishBusiness to have the opportunity to improve or correct the translation. If the supplementary performance fails after two attempts at improvement, or if improvement or correction is not possible or reasonable for the client, the client may then withdraw from the contract or reduce its fee accordingly. If the client elects to withdraw from the contract, it may not use the parts of the translation already supplied.
d) EnglishBusiness advises that numerical data in tables in the source document will not be translated, but merely directly transposed into the translation. This is due to the fact that tables often contain hidden formulas that are beyond the control of EnglishBusiness. Therefore, the client is responsible for checking and adjusting numerical data and their written format within the translated document.
EnglishBusiness undertakes to provide high-quality training services. The respective extent and design of the training course is derived from the general content and objectives of the course and its adaptation to the individual needs of the course participant or client.
2. Cancellation of a course
EnglishBusiness may cancel a course for good cause, such as insufficient course participants, unavailability or sudden illness of a trainer, or force majeure. If there are insufficient course participants, the cancellation will be made no later than two weeks before the start of the course. In all other circumstances of cancellation for good cause, EnglishBusiness will inform course participants or clients as soon as possible. If a course needs to be cancelled by way of exception, EnglishBusiness will immediately refund any fees paid. All other claims are excluded, except if there is intentional or grossly negligent behaviour on the part of the legal representatives, employees or other agents of EnglishBusiness.
3. Withdrawal by course participant or client
Unless otherwise agreed in writing, it is possible to withdraw from a booked course free of charge up to six weeks before the start of the course. An administration fee of €30.00 will be charged by EnglishBusiness for each registered course participant for cancellations made between six weeks and two weeks before the start of the course. Any cancellation made at a later date will be deemed as termination of the contract.
Unless otherwise agreed, termination of a contract normally requires six weeks’ notice to be given to the end of a month. This does not affect the right of extraordinary termination without notice. Notice of termination must be given in writing.
The obligation to pay course fees remains even if the participant does not attend classes or misses some classes.
6. Cancellation of classes
If individual classes within a training course are cancelled, attempts will be made to agree alternative dates with the course participants to catch up on the missing course units. If this is not possible, cancelled course units will be reimbursed.
IV. STANDARD TERMS AND CONDITIONS
a) All prices are based on the most recent EnglishBusiness price lists.
b) Unless otherwise agreed, the source text for translation provides the basis for prices that are calculated on the basis of text lines or slides.
c) Work that goes beyond normal text processing, including editing, proofreading, adaptation, amendment or production of texts ……… [see price list] or work carried out in special data formats will be charged separately by expense according to the price list.
d) The client will reimburse any expenses (such as courier costs) separately upon provision of receipts.
e) EnglishBusiness retains the right to charge a minimum amount of € 80.00 for each job.
f) If EnglishBusiness makes a quotation based on a source text it has received, EnglishBusiness will request the authority of the client before proceeding if, during the performance of the contract, it turns out that the actual costs will exceed the quotation by more than 15%. Estimates made without EnglishBusiness having sight of the full text are not binding.
g) All invoices are due with immediate effect and without deductions.
h) The client will only be entitled to exercise a right of retention and/or setting off if its claims have been acknowledged by EnglishBusiness in writing, or are legally binding.
a) Where permitted by law, EnglishBusiness shall only be liable for damages caused by intentional or grossly negligence breach of a material contractual term, or for damage caused to life, limb or health.
b) EnglishBusiness shall only be liable for intentional or grossly negligent action where there is loss and/or damage to documents provided to EnglishBusiness by the client, and EnglishBusiness shall only be liable for the replacement cost of the materials.
c) EnglishBusiness shall only be liable for simple negligence with respect to typically foreseeable damage. If the client is faced with an especially high level of potential damages, this shall be notified to EnglishBusiness in advance and in writing, so that EnglishBusiness has an opportunity to check this with its liability insurers and, if necessary, take out extra insurance coverage. A high level of damage is normally any damage that is equal to more than twice the level of the order value. Without prior notice that there is potentially a particularly high level of damages, EnglishBusiness shall only accept liability for simple negligence up to the amount of two times the order value.
d) This does not involve any reversal of the burden of proof.
3. Force majeure
EnglishBusiness shall not be liable to the client for non-performance of contractual obligations if the non-performance is due to force majeure. Force majeure applies, but not exclusively, to circumstances such as employment disputes, acts of God, political circumstances, and breakdown of communications links or electricity supplies that are not the responsibility of EnglishBusiness.
4. Right to subcontract
EnglishBusiness is free to subcontract contractual obligations to agents.
Naturally, EnglishBusiness will treat the content of the documents you provide in the strictest confidence. If required, EnglishBusiness will sign a separate confidentiality agreement.
6. Place of jurisdiction and performance, applicable law
Where permitted by law, the place of jurisdiction and performance is Hamburg or the registered office of EnglishBusiness. The law of the Federal Republic of Germany applies.
7. Written form
Any varying agreements must be made in writing; this includes amendment of this written form clause. Email communications are deemed made in written form. The party seeking to rely on the receipt must provide proof of receipt of a statement. Emails are deemed received as soon as they may be read in the receiver’s email inbox.
8. Data protection
Pursuant to Section 33 of the German Data Protection Act (Bundesdatenschutzgesetz – BDSG), EnglishBusiness advises that personal data is saved, used and processed during the performance of orders. If third parties are charged to carry out performance of the order, EnglishBusiness shall be entitled to reveal client data where this is relevant to performing services under the contract. The client hereby agrees to this transfer.
The invalidity of any individual provisions of these Standard Terms and Conditions shall not affect the validity of the remaining provisions. The parties shall seek to replace any invalid provision with a valid provision that most closely meets the economic intent of the parties.