§ 1 Scope
(1) These General Terms and Conditions ("GTC") apply to all orders and follow-up orders for translations or related services (editing and proofreading) which the client submits to the language service ADVERBISMAX Dr. M.A.Dudley (hereinafter collectively referred to as "ADVERBISMAX"), unless otherwise expressly agreed upon in writing or required by law.
(2) The contract which comes about comprises a service contract within the meaning of § 611 of the German Civil Code BGB. In stark contrast to a work contract (§ 631 BGB), a service contract obligates performance (i.e. an effort), but guarantees no success.
(3) The contract enters into effect when ADVERBISMAX receives the written order from the client, whether by e-mail, instant messaging, mail, fax, etc. With the conclusion of the contract, these GTC are effective and recognized by the client.
(4) The GTC of the client are binding for ADVERBISMAX only if they have been explicitly acknowledged in writing by ADVERBISMAX.
§ 2 Execution of the order
The order will be executed carefully in accordance with the principles of proper professional practice. The client receives the contractually agreed-upon services. .
§ 3 Obligation to cooperate and to inform as well as the liability of the client
(1) The client must notify ADVERBISMAX punctually as to any special forms of the order (including transfer to data carriers, number of copies, readiness for printing, external forms, etc. If the work is intended for printing or publication, the client is obliged to provide a proof sheet to ADVERBISMAX in a timely manner.
a) ADVERBISMAX reserves the right to charge additional processing time for formatting that deviates from the formatting or the format or file type of the source text.
(2) The customer must provide ADVERBISMAX with information and documents necessary for the preparation of the work without being asked (glossaries of the client, illustrations, drawings, tables, abbreviations, etc.).
(3) The client confirms that ADVERBISMAX is the owner of the logos, trademarks, etc. used in the documents submitted for processing. He indemnifies ADVERBISMAX against any claims asserted by third parties.
(4) The possible use of a specific terminology of the client is to be agreed upon when placing the order.
(5) ADVERBISMAX reserves the right to ask the client if there are ambiguities in the source text. Alternatively, however, ADVERBISMAX has the right, in such a case, to make a translation to the best of its knowledge and belief on the basis of the meaning to be understood.
(6) Categorically, ADVERBISMAX is not liable for errors resulting from non-compliance with these obligations on the part of the client.
§ 4 Remedy of errors
(1) ADVERBISMAX reserves the right to remedy errors found. The client is entitled to the elimination of possible errors contained in the translation. Errors in this respect are defined as terminological, grammatical, linguistic or content-related, as well as omissions and additions contrary to the original text. If the client asserts that there is an error of a not insignificant nature in the text within the scope of the period of the remedy of defects, in accordance with § 4 (2), the client is entitled to the free removal of the defect in the translation by ADVERBISMAX.
(2) The claim for the remedy of defects must be asserted in writing within 14 (fourteen) calendar days of delivery by the customer, stating the defect in detail, otherwise the translation shall be deemed free of defects. ADVERBISMAX reserves the right to charge any remedy of defects made after expiry of the period of the remedy of defects, expressly also with reference to the obligation to cooperate, to inform and / or the liability of the client.
(3) In the event of failure of the remedy or a replacement delivery, the statutory warranty rights shall resume in their applicability, unless another agreement has been made in this regard.
§ 5 Subsequent change requests
ADVERBISMAX reserves the right to charge for any subsequent changes requested by the client to already faultless translations (e.g. stylistic changes, specific terminology not agreed at the time of placing the order, formatting).
§ 6 Cancellation of an order
(1) If the client cancels an order, whether completely or only partially, without being legally or contractually entitled to do so, already completed work will be made available to the client and charged to him. A partially canceled order includes, among other things, the subsequent, not insignificant restriction of the scope of the order by the client. ADVERBISMAX reserves the right to the assertion of any further damage. This case shall apply, in particular, if ADVERBISMAX, acting in good faith, refrains from accepting or continuing to execute any orders from third parties in order to carry out the work commissioned by the Client.
(2) Any cancellation or partial cancellation of work commenced by ADVERBISMAX by the client requires the written form to be valid.
(3) If ADVERBISMAX, acting in good faith, waives the acceptance or continued execution of any orders from third parties to carry out the work commissioned by the Client and does not provide any initial order execution text to ADVERBISMAX after 14 (fourteen) calendar days have elapsed without having canceled the expected order in writing and without having made any down payment that may have been agreed AVDERBISMAX is entitled to charge a surcharge of 20 (twenty) percent of the agreed gross amount (e.g. according to the promised written offer) for immediate payment. In addition, ADVERBISMAX reserves the right to consider the order as de facto canceled.
§ 7 Liability
ADVERBISMAX is liable for gross negligence and intent. The term gross negligence does not include damage caused by computer breakdowns and transmission errors caused by e-mail or viruses. The liability for simple negligence occurs only in case of breach of essential contractual obligations as well as injury of life, body and health.
§ 8 Confidentiality obligation
ADVERBISMAX undertakes to maintain secrecy about all facts that become known in connection with its activities for the client. Similarly, ADVERBISMAX will oblige all persons who act as its vicarious agents to secrecy.
§ 9 Remuneration and invoicing
(1) If no advance payment has been agreed, the remuneration shall be due immediately upon acceptance of the translation, but at the latest within the period of payment specified in the invoice issued by ADVERBISMAX. The acceptance and payment deadlines must be appropriate.
(2) In addition to the agreed fee, ADVERBISMAX is also entitled to the reimbursement of expenses actually incurred and agreed with the client. In all applicable cases, statutory sales tax will be charged additionally.
(3) For large orders, ADVERBISMAX may demand the advance, which is objectively necessary for the execution of the order. In justified cases, the handover of the work can be made dependent on the prior payment of the full fee.
(4) For the purpose of settlement by bank transfer, the invoice created by ADVERBISMAX will be sent to the client as a PDF including a letterhead by e-mail. Thus, the billing complies with the tax simplification law of 2011, according to which invoices may be sent by e-mail without digital signature and without the so-called EDI procedure.
(5) Should a settlement of the invoice amount take place in cash, irrespective of the place of such payment, the customer or, if applicable, his authorized representative shall receive the original invoice in writing from ADVERBISMAX together with the letterhead. At the same time, ADVERBISMAX and its signature on the invoice will acknowledge the receipt and the amount of the contribution received, confirming this, depending on whether the amount accepted is fully or only partially due.
(6) Pursuant to § 14 (4) of the German Value-Added Tax Act UStG, the invoice produced by ADVERBISMAX together with the letterhead shall in all cases contain the address of the client, the name of the assigning natural person, the tax number and VAT identification number of ADVERBISMAX, the date of the invoice, the serial number, details on the scope, type and timing of the service or delivery, the payment period, the fee, the applicable tax amount and the tax rate (eg 19% VAT) and any applicable special comments (eg consideration of advance payments or installment payments).
(7) The invoice mentions the corresponding net calculation bases, e.g. whether according to the extent of the text (the number of words or characters of the source text), by time required (hourly rate) or according to a package offer. Also any discounts, e.g. for regular customers and / or as part of a quantity discount, as well as any surcharges, e.g. where appropriate, will be mentioned accordingly for express services or because of increased effort.
(8) The deduction of cash discount requires special written agreement.
(9) In the case of translation, editing and proofreading services, the standard page, as designated by the collecting society VG Wort, is used as a guideline in order to determine the length of the source text. Accordingly, a standard page contains exactly 1,500 total characters including all spaces. Thus, for example, a starting text consisting of 10,000 total characters including all spaces consists of 6.66 standard pages (10,000 / 1,500). (10) If the amount of the fee has not been agreed upon, a fee which is appropriate and customary according to type and degree of difficulty is due. At least the rates listed in the JVEG (Judicial Compensation and Remuneration Act) are deemed appropriate and customary.
§ 10 Refusal of service, retention
(1) Pursuant to § 321 BGB, ADVERBISMAX is entitled to refuse a service if, despite careful prior examination, it is determined only after conclusion of the contract that the client's ability to pay is jeopardized, even if its financial position has deteriorated even before the conclusion of the contract.
(2) The customer has the right of retention or offsetting only with respect to uncontested, legally established or explicitly accepted by ADVERBISMAX claims. The withholding of payments by the client is only permitted if his counterclaims are based on the same contractual relationship. This does not affect rights that arise for the client due to performance defects.
§ 11 Retention of title, copyright, right to be mentioned, changes by others
(1) The executed translation remains the property of ADVERBISMAX until full payment. Until then, the client, regardless of a previous delivery, has no right of use. If the order is canceled, all rights to the translation will be returned to ADVERBISMAX.
(2) ADVERBISMAX reserves categorically all of its rights to copyright.
(3) For works that achieve the personal intellectual level of creation according to §2 of the German Copyright Act UrhG, ADVERBISMAX reserves the right to be mentioned and, also in accordance with the law, has the freedom of choice, the actual personal name or a pseudonym as name. This applies in particular, though not exclusively, to works intended for publication, including books, screenplays, art catalogs and lyrics. Prior to publication, the client must in any case allow ADVERBISMAX to view the entire work – including the targeted section.
(4) If a work to be published in which ADVERBISMAX is to be named in terms of translation services has subsequently been changed more than negligibly by the client or a third party, whether in terms of content, style or in a distorting manner, the client must timely inform ADVERBISMAX accordingly before publication, so that ADVERBISMAX has the possibility to revoke its claim to be mentioned. The remuneration sum shall remain unchanged
(5) Any claims that may be proven to result from joint efforts are to be considered within the meaning of § 8 UrhG.
§ 12 Validity of the GTC / modification
(1) The GTC of ADVERBISMAX are applicable exclusively in the German-language version.
(2) ADVERBISMAX is only entitled to unilaterally modify these terms and conditions with retroactive effect in so far as such action is necessary to eliminate equivalence disturbances arising in the meantime or to adapt to changed legal or technical conditions. If a subsequently applicable change of the GTC during an ongoing contractual relationship (i.e. during the execution of the order) affects the client, ADVERBISMAX will inform the client by notifying him as to the contents of the amended regulations, using the last-known email address of the client. The change becomes an integral part of the contract if the client does not object in writing or text form to ADVERBISMAX within six (6) weeks after receipt of the notification of change.
§ 13 Applicable law & severability clause
(1) The law of the Federal Republic of Germany applies to the contract and all claims arising therefrom.
(2) The effectiveness of these terms and conditions is not affected by the invalidity and invalidity of individual provisions.
Version: 21 March 2019