The term "Translation" for the purposes of these terms and conditions means a translation or any other translation-related tasks such as transcreation, editing (revision and review), proofreading, etc., that require the skills of a translator/proofreader.
1. Area of application
(1) These terms and conditions shall apply to agreements between the translator and her customer, unless otherwise agreed or legally mandatory.
(2) The customer's general terms and conditions are not binding for the translator, unless she has explicitly agreed to this beforehand in writing.
2. Scope of the translation order
The translation shall be performed in accordance with the principles of due diligence. It will be delivered to the customer in the agreed form.
3. Cooperation and information to be supplied by the customer
(1) The customer shall undertake to inform the translator in due time about the required forms of the translation (purpose, translation on data media, number of copies, ready for printing, outer form of the translation, etc.). In case the translation is meant to be printed, the customer must provide the translator with a proof well in time prior to printing, thus enabling the translator to correct any errors. Names and figures are to be proofread by the customer.
(2) When placing the order the customer shall be obligated to provide the translator with all information and documents required to carry out the translation (customer glossaries, illustrations, drawings, tables, abbreviations, in-house terms, etc.).
(3) The translator shall not be held responsible for any errors or delays incurred by the faulty or delayed supply of information and instructions.
(4) The customer assumes the liability for the rights regarding the text and ensures that nothing speaks against a translation thereof. The customer releases the translator from any third party claims.
4. Rights of the customer in case of errors
(1) The translator shall reserve the right to rectify any errors.
(2) The customer's right to rectification of errors must be asserted in writing with exact details of the error(s) at the latest two weeks after receipt of the translation.
(3) In the event the translator does not rectify the errors within an adequate period of time, or if the rectification of errors is deemed to have failed, the customer shall be entitled to have the errors rectified by another translator, following consultation with the assigned translator and at her expense.
Alternatively, the customer can request a reduction of the remuneration or cancellation of the order. The rectification of errors is deemed to have failed if the translation still contains errors even after several attempts to rectify.
(1) Each party shall indemnify and hold harmless the other and such indemnified party's subsidiaries, directors, officers, agents, and employees from and against all claims, liabilities, and expenses, including reasonable attorneys' fees, which may result from acts, omissions, or breach of contract by the indemnifying party, its subcontractors, employees, or agents. This provision shall survive the termination of the contract.
(2) Notwithstanding anything to the contrary, except in case of willful misconduct or gross negligence, the translator's entire liability to the customer for damages or other amounts arising out of or in connection with the services provided by the translator shall not exceed the total amount of payments made by the customer to the translator.
6. Relationship between parties
The translator serves as an independent contractor of the customer. Nothing contained or implied in these terms and conditions creates a relationship of employer-employee between translator and customer nor does any agreement with the customer create a joint venture, partnership, or similar relationship between translator and customer unless explicitly stated. The translator is free from direction and control over the means and manner of providing the Services, subject only to the right of the customer to specify the desired results.
7. Professional secrecy
The translator shall undertake to maintain secret any facts that have come to her knowledge in connection with her activities for the customer.
8. Cooperation of third parties
(1) The translator reserves the right and therefore shall be entitled to sub-contract or otherwise outsource all or any part of the Services to any third party she selects and shall be under no obligation to notify the customer of either the selection of such third party or any subsequent change to the identity of the selected third party.
(2) In the event a qualified third party is consulted, the translator must bind this person to secrecy.
(1) The translator's invoices are due for payment in full within 14 days after the date of invoice.
(2) In addition to the agreed remuneration the translator shall be entitled to reimbursement of any expenses actually incurred and agreed upon beforehand with the customer. In case of extensive translation orders the translator shall be entitled to request an adequate advance payment. Prior to commencing her work, the translator can agree in writing with the customer that the delivery of this work is subject to the full payment of his remuneration.
10. Retention of title and copyright
(1) The translation remains the property of the translator until payment is made in full. The customer shall not have the right to use the translation until then.
(2) The translator will retain any copyright arising from the translation.
11. Dispute resolution
(1) In the event a dispute arises between the parties that they are unable to resolve among themselves, the parties agree to participate in mediation in accordance with the mediation procedures of the American Arbitration Association's Mediation Services.
(2) The parties agree to share the costs of such mediation.
(3) If mediation fails to resolve the dispute, the parties agree that the dispute may be submitted to final arbitration upon written request of one party served on the other. The arbitration will be governed by the American Arbitration Association. Judgment on the arbitrator's award may be entered by any court of competent jurisdiction.
12. Choice of law
The laws of the State of Virginia will govern the validity of these terms and conditions and the interpretation of the rights and duties of the parties.
13. Severability clause
The validity of these terms and conditions as a whole shall not be affected by the invalidity and ineffectiveness of individual clauses. The invalid clause is to be replaced by a valid one, corresponding as near as possible to the economic result and/or the intended purpose of the invalid clause.
14. Changes and amendments
Changes and amendments of these terms and conditions are not valid unless made in writing. This also applies to the change of the legal requirement of the writing itself.