Terms of Agreement
The following terms apply between Eubylon GmbH (contractor) and the client for the entire duration of the business relation and are understood as exclusive and binding. Conflicting or supplementary general business conditions of the client only obligate the contractor if specifically acknowledged in writing.
1. Contract Completion and Execution
All contract offers are generally transferred electronically (email, upload) and only to the recipients designated by the contractor (people, servers). Other types of communication do not justify a contractor obligation, which is acknowledged by the contractor with their receipt and contract confirmation. File formats accepted from the client for translation are listed on the website. File formats not listed there are processed by request for an extra fee.
Each contract must accurately specify the subject of the business with the relevant industry field, target language, and intended purpose. Modifications, acknowledgements, and/or repetitions are to be exactly given by the client as such. Contract offers are exclusively sent via online forms on the contractor’s website. The data given by the client is not binding for the contractor; the deciding factor is the respective nature of the text (regarding subject, length of text, degree of difficulty, etc.).
The client is to designate a contact person in its company on the contract form. The form is to be available for the duration of contract processing and is trusted with the material underlying the contract as well as having power of attorney to authorize legally binding decisions in the matter of the contract. The client has to provide the contractor, on demand, all information that is required to properly complete the task.
The contractor is to provide its translators all texts that are received for the translation. Through this offering for the translation no contract comes over execution the translation work. The contract offer of the client is only then understood as effective, if the contractor reports the client the confirmation for the translation in writing (communications by email are writing for the purpose of the contract equated.). For the subject matter of the contract the contract confirmation is determining if such takes place. Special verbal agreements are have no effectiveness if they are not acknowledged in writing. The contractor accepts the possibility of mistakes in its offers, calculations, and messages, e.g. writing and calculation errors, and agrees to correct the derived results at any time.
All offers and prices of the contractor are without obligation non-binding, if they are not expressly defined as binding in the confirmation of offer.
The contractor is expressly entitled to use a third party for tasks or parts thereof. If it uses this option, it is responsible only for the careful selection and supervision of the people assigned to it. This selection obligation is sufficiently performed if the assigned people are checked by the contractor using meaningful test procedures.
The contract relation exists fundamentally between the client and the contractor. Contacting the client for the processing of a contract assigned to a third party is only permitted with consent of the contractor. Claims against a contracted third party can be conveyed to the client.
2. Use of Translations
The client has the right to use translations for private or internal business purposes. Should another intended purpose be agreed upon in the contract confirmation, a right of use arises in the context of this purpose. The contractor will also consent to different types of use on request, so far as these do not entail a substantial conflict of interest. The consent is to be received beforehand.
The client ensures, with the commission of contract, that all copyrights and/or other rights of use necessary for processing apply. With the commission of contract, all necessary rights for the translation are conferred to the contractor to the required extent. If third party rights are infringed by the translation, the client declares the contractor free from all third party claims, including resulting prosecution costs. Translation Memorys created as part of the translation assignment are the property of the contractor. The delivery of a copy of the Translation Memories is only by separate agreement.
The contractor ensures the translator confidentiality appropriate to professional ethics under liability and compensation within the boundaries of the written restrictions. The client is to maintain silence about all known work processes and/or circumstances of the contractor for the course of the business relation, in so far as such processes and/or circumstances are not already public.
The parties commit themselves not to give or make accessible in any form details of their third party business relations. This concerns, in particular, contents of translated documents, price agreements, organizations, and work processes. Publication of such information is admissible only if the publication is suspended for an unavoidable legal duty to disclosure.
4. Terms of Delivery
The delivery takes place in the indicated in the offer file format. Given times for delivery are not binding and not integral parts of the contract. They are calculated at the time of contract confirmation, but they do not apply until all technical details and specifications are supplied by the client. A commitment to periods arises then only if one time for delivery between the parties is expressly agreed upon as a fixed period in writing electronically. An insubstantial delay of the contractor does not entitle the client to cancellation of the contract. The contractor is expressly entitled to partial deliveries.
Finished translations are transferred to the client in the text data formats (*.txt), Rich Text format (*.rft), and Microsoft Word 6.0 (*.doc) to the contract address.
5. Terms of Payment
The estimated prices result from the current respective price and fee lists of the client. The obligatory prices on a translation contract are the prices quoted in the electronically transmitted contract confirmation. All prices are net prices. Costs other than those concerning the translation procedure are calculated separately. The invoice amount is due in 14 days, without deduction, on receipt of invoice. If the client has not paid at this time, he comes into delay, without obligation of an overdue notice. If the contractor sends a notice, fees of 10 Euro can be calculated in the bill. The interest amounts to 8%. Proof of higher damage remains clearly to the client. Warranty claims do not entitle the client to withhold agreed upon payments or billing. Cheques and bills are only accepted as payment. Bills are accepted by special agreement, whereby discounts, exchange taxes, entrance fees, other costs, and fees go debited to the client.
6. Liability and Payment of Damages
The contractor is generally obligated to the creation of a faultless working translation (so-called convenient translation), though it can be that other expressly written standards are agreed upon. Slight errors are considered irrelevant. The contractor is liable in relation to all claims of the client only in the event of gross negligence or intent. A claim for damages is limited at most to foreseeable damage. A liability for simple negligence arises only with contract violation and is at most limited to double the amount of the contract.
A recourse liability for third party damage is expressly excluded. A liability for errors of low quality, in particular illegibility, handwrittenness, incompleteness, or delay of submission or pertinent sections thereof, is excluded. Damage arising from any type of publication – also presentations – or multiple circulations, cannot be validated. Also if the contractor in the written contract confirmation approves the publication or distribution purpose in writing, further use of translations is at the risk of the client.
The contractor is not liable for damage due to higher powers and/or labor disputes. With their entrance, both parties have the right to cancel the contract. The contractor is to be compensated for respective expenditures and services up to this time.
The contractor will regularly inspect its software and files for computer viruses. In addition, it will use current virus registries of an anti-virus software manufacturer – so far as available – not older than one month. Due to the variety of viruses and their transmission, liability for their transmission and damage caused is generally not possible. The client is finally for its part obligated to examine all sent and received data for virus infection.
The risk of data communication goes from the moment data is transferred from the contractor’s premises to the client. The contractor is not held liable for data communication disturbances that develop outside of its own operation.
Damage resulting from unauthorized, third party data sent with sender and/or name of the client will be charged to the client. The client is obligated to keep its sender and access data secret and to immediately notify the contractor in the event of unauthorized access.
The contractor, as a careful service provider, takes appropriate precautions so that unauthorized, third party (hacker) access to client data is avoided. Due to the nature of electronic media, however, there is no guarantee for cases to be taken on if such third party access is gained.
The client is to report, in writing, objective errors of the contractor within one week after receipt of translation. If an error report is not completed, the translation stands as stipulated in contract and no claims of error can be validated. This also applies, so far as admissible, to error damages.
If an error is reported, the client has to set an appropriate period for the contractor within which the client is granted the option to eliminate the designated error free of charge. Should the removal not be performed, the client can demand a discount or withdraw from contract.
Damage claims are to be reported to the contractor and substantiated in writing. The original and translation are to be made available upon request to the contractor to an independent advisor or a legal proxy of the contractor.
If parts of this agreement are or become ineffective, the effectiveness in all other respects still applies. The ineffective regulation is considered by agreement and is, as such, replaced after consideration of the interest position to achieve the best suitable desired and economic purpose.
So far as admissible, exclusive jurisdiction for disputes is in Berlin. Disputes are exclusively settled according to the law of the Federal Republic of Germany. Other legal standards, including international, are expressly excluded.