General Translation and Business Terms and Conditions


Clause 1 – General provisions and scope

1.
Ralf Lemster Financial Translations GmbH ("RLFT") operates a translation service that is available to clients around the globe via the internet/World Wide Web. The translations are undertaken either by qualified staff of RLFT or by independent translators who have been given access to the clients' texts following their qualifications being verified by RLFT.

2.
These General Translation and Business Terms and Conditions apply to all contracts between RLFT, Alt-Sindlingen 3-5, 65931 Frankfurt am Main, and its clients.

3.
Conflicting or supplementary general terms and conditions of the client will only become part of the contract if RLFT has expressly agreed to their application.

4.
The contract language is either German or English. German law applies.

Clause 2 – Formation of contract

1.
Upon request, RLFT will provide the client with an offer in text form for the requested translation. The contract between RLFT and the client is concluded by forwarding the translation order (i) via the client's service pages, (ii) via electronic mail, or (iii) by forwarding the signed translation order, and by RLFT forwarding an order confirmation in text form to the client.

2.
All RLFT offers are non-binding and subject to change. The prices quoted in the specific offer are the relevant prices. Value-added tax at the applicable rate will be added to the net prices quoted in any offers.

Clause 3 – Translation and terminology

1.
RLFT undertakes to perform all translations in such a way that they do not contain any defects; minor defects shall be disregarded. RLFT also undertakes to ensure that all translations are performed without abridgements, additions or changes to content. RLFT reserves the right to insert comments, footnotes, etc., into any translation should this be required to facilitate the understanding of the target text and to correct any obvious errors in such a way that they are not replicated in the translation. RLFT will inform the client of any such corrections.

2.
Unless agreed otherwise, the service provided by RLFT will consist solely in the translation of a text, provided by the client, into the target language. Review/proof-reading, subsequent editorial work, inclusion of diagrams, illustrations and pictures as well as text montages, creation of artwork/setting copies or HTML/XML documents and similar will be charged on the basis of the time involved, unless RLFT and the client have agreed otherwise.
In terms of spelling, grammar and linguistic usage, all translations will be performed in accordance with the generally accepted rules of the target language. RLFT translates technical terms and specialised vocabulary in accordance with their common and customary usage. If the client specifies terminological or formatting preferences that differ from generally accepted rules, such preferences will only be followed if expressly agreed at the time of order placement. For this purpose, the client shall also provide the relevant instructions (sample texts, parallel texts, glossaries and similar). Should RLFT so require, the client will provide further information on the specific context and understanding of the source text.

Clause 4 – Client's duty to co-operate

1.
At the time of requesting an offer, the client shall inform RLFT about any specific requirements with regard to the way the translation is to be carried out (intended use, delivery on data carriers, file format or number of original copies, readiness for printing, appearance of translated text, etc.). The texts to be translated are generally provided to RLFT in an electronic format. The source material must be legible and shall be forwarded to RLFT at the specified time and in the specified format. Any additions or amendments to the source material shall either be provided to RLFT as a "clean" version (without the marking of changes) or – upon consultation with RLFT – provided with all the changes marked to facilitate comparison with the original document.

2.
When placing the order, the client shall provide RLFT with all the information and documents required for the translation (specialised terminology of the client, illustrations, drawings, tables, abbreviations, in-house style guides, etc.).

3.
The client represents and warrants that the translation of the source material as well as the publication, distribution, sale or any other usage of the translation to be supplied do not infringe any patents,  copyrights, trademarks or other third-party rights and that the client has the unrestricted right to have the text translated. The Client shall indemnify RLFT against any and all claims in this respect.


Clause 5 – Acceptance, notice of defect and remedy of defect

1.
Once the translation has been completed, the translated text will be provided to the client in the requested format, either by letter or in text form. If the client does not give notice of defect within 14 days after receiving the translation, the translation will be deemed to have been delivered and accepted as contractually agreed.

2.
Where services are provided as part of business-to-business transactions, the client must examine the translation without undue delay (unverzüglich) and give notice of defect without undue delay.

3.
If the client gives notice of defect within the above 14-day period regarding an error that objectively exists and is not merely a minor error, the client shall describe this error in writing, by letter bearing the client's handwritten signature or in text form, giving as much detail as possible. At the same time, the client shall inform RLFT as to a reasonable period of time within which RLFT has to rectify/correct said error(s). Should the first attempt to remedy an error prove unsuccessful, RLFT shall be given a further opportunity to remedy said error(s). Should the second attempt at remedying the error also prove unsuccessful, the client will be entitled, at the client's choice, to either request a reduction of the agreed fee or rescind the contract.

Clause 6 – Liability

1.
In cases of intent or gross negligence, RLFT's liability is governed by the statutory provisions. With regard to any quality guarantees given by RLFT, no-fault liability applies.

2.
For ordinary negligence, RLFT will be liable solely in accordance with the provisions of the German Product Liability Act (Produkthaftungsgesetz) for injury to life or limb or harm to health or breach of material contractual obligations. A material contractual obligation is an obligation that is of the essence, i.e. its exact performance is so central to the purposes of the contract that the other contract party customarily relies – and is entitled to rely – on its fulfilment. Claims for damages for breach of material contractual obligations by way of ordinary negligence are limited to typical foreseeable damage, unless RLFT is liable for injury to life or limb or harm to health. Typical foreseeable damage is damage that falls under the protective purpose of the contractual or statutory provision breached. RLFT shall be liable for its vicarious agents and representatives to the same extent.

3.
The provision in the preceding paragraph applies to damages in addition to performance, damages instead of performance and compensation for fruitless expenditure for whatever legal reason, including liability for defects, default or impossibility of performance.

4.
The above provisions do not entail any change to the burden of proof to the detriment of the client.

Clause 7 – Delivery deadline and default

1.
As long as RLFT has not expressly committed to a delivery deadline being binding, delivery deadlines are neither binding nor guaranteed.

2.
Should RLFT be in default of performance and the client can demonstrate that the client has incurred a loss as a consequence of such default, the client may claim liquidated damages. Such liquidated damages will be 1% of the agreed fee for each full day of delay, but in any case no more than 50% of the translation fee. This will not affect the client's right to rescind the contract.

3.
The above provisions do not entail any change to the burden of proof to the detriment of the client.

Clause 8 – Copyrights and rights of use

1.
To the extent that the translation services provided by RLFT create, in whole or in part, a work protected by copyright law, the client can use such work – in the form of the translation provided to the client –  without any restrictions in terms of time, place and content. The client is entitled to edit and/or adapt the translation and to transfer any rights to the translation by way of licence or in any other way.

2.
The preceding provision does not apply to certified translations, however. A certified translation is a translation in regard to which a translator who is authorised by the court for this purpose has certified the translation as being accurate and complete. Translations of official documents (such as extracts from the commercial register, deeds and degrees, diplomas or certificates from educational institutions) generally require certification. The client is not entitled to edit and/or modify a certified translation.

3.
If RLFT, in the course of its activities for a client, develops a specific terminology database or translation memory ("TM") database, or develops existing databases, in departure from Clause 8 (1) above, RLFT alone will be entitled to any rights of use or copyrights to such databases. This does not apply if RLFT and the client have expressly agreed otherwise.

Clause 9 – Confidentiality

1.
RLFT will treat all translation assignments as well as all information obtained in connection with the assignment with the utmost confidentiality. This non-disclosure obligation will also apply after the completion of the respective assignment.

2.
Individual non-disclosure or confidentiality agreements may be concluded upon request.

Clause 10 – Payment and payment terms

1.
Unless expressly agreed otherwise, RLFT will invoice the client immediately upon forwarding the completed translation. Payment is due immediately, net without any deduction.

2.
Any copyright, licences or other rights to the translation will only pass to the client once payment has been made in full.

Clause 11 – Data protection

1.
RLFT's clients are not only entitled to expect a high-quality translation but also the smooth handling of the assignment. RLFT takes data protection concerns very seriously and seeks to ensure that the rights of its clients are protected.

2.
RLFT only collects, processes and uses personal data with the client's consent or if so permitted by law. RLFT will only collect, process and use such data as are required for the utilisation of its services or which the client voluntarily makes available to RLFT. Personal data are any data that contain information regarding the personal or material circumstances of an identified or identifiable person. This includes, for example, the name, e-mail address as well as the residential or business address. 
RLFT needs personal data (e-mail address, business address, delivery address) in order to process assignments and to be able to answer clients' questions or to contact the client with questions (e-mail address and possibly, telephone number).

3.
RLFT will only retain personal data for as long as may be necessary to provide the service or to maintain the relationship with the client as per the client's requirements. There may be situations where RLFT is required by law to store data for a longer period.

4.
RLFT uses both technical and organisational security measures to protect data, particularly from loss, manipulation or access by unauthorised persons. RLFT regularly updates its security measures in line with ongoing technical development.

5.
Clients have the right to request, at any time, disclosure of any data related to themselves that are held by RLFT. If any data prove to be incorrect or there is no legal basis for any such data being stored, RLFT will correct, block or delete any such data. RLFT asks that clients give notice of any changes to their personal data. Clients should direct any questions, complaints or suggestions regarding data protection and privacy they may have to Ralf Lemster Financial Translations GmbH, Attn. Mr Ralf Lemster,  Alt-Sindlingen 3-5, 65931 Frankfurt, by fax: +49 69 37561999 or by e-mail to: ralf@lemstergroup.de.

Clause 12 – Legal venue

If the client is a registered business (Vollkaufmann), legal entity or a legal entity under public law or a public-law Special Fund (öffentlich-rechtliches Sondervermögen) the courts in Frankfurt/Main will be the exclusive legal venue.    



The German text of the above General Translation and Business Terms and Conditions was prepared in German by Hermann J. Bauch, German lawyer, Paul-Finger-Str. 12, 50858 Cologne, Germany, unless this text quotes statutory requirements, either verbatim or analogously. The content of these terms and conditions is subject to German copyright law. The reproduction, editing, distribution or any type of exploitation outside the boundaries of copyright law require the written consent of the Hermann J. Bauch law office.