General Terms and Conditions for Clients

§ 1 – General Provisions

1. (1) LangCor Service GmbH offers its clients high-quality translation and consulting services, medical writing and programming tailored to the clients' processes (in particular web-based solutions and interfaces). The General Terms and Conditions (GTC) below exclusively apply to all existing and future legal transactions between LangCor Service GmbH, Marlene-Dietrich-Strasse 5, 89231 Neu-Ulm, Germany (hereinafter "LangCor Service GmbH") and the client. Even without explicitly including the GTC, they apply to all future orders, offers, deliveries and services within the scope of an ongoing business relationship. The applicability of any client's terms of contract, business, purchase and delivery that are to the contrary is hereby expressly opposed, unless LangCor Service GmbH acknowledges them in writing in a particular case.

§ 2 – Contract Conclusion

1. LangCor Service GmbH submits an offer on the basis of the information provided and the data submitted by the client as well as existing agreements and experience from previous orders.
   In this connection the client ensures to specify company and project-specific requirements, at the latest upon request.

   The contract is concluded upon our written confirmation of the order which we send immediately after receipt of the client's declaration of consent. Email or fax are sufficient to comply with the written form requirement.

2. (2) LangCor Service GmbH may reject a requested service. This applies in particular to enquiries concerning texts submitted for translation/revision with contents that are liable to prosecution and texts which are against good morals. This also applies if the execution of the project seems unreasonable in adequate quality within the time period stipulated by the client due to the difficulty and/or the volume of the source text.

§ 3 – Scope of Services

1. LangCor Service GmbH renders the services under the conditions agreed with the client for the respective project. Unless agreed upon otherwise, LangCor Service GmbH prepares and provides a rough draft of a text, a work translation or revisions/reports that need to be checked. LangCor Service GmbH commits itself to having a text specified by the client translated into or revised in the agreed language(s) in a professional and appropriate manner and to making sure that the translation/revision is carried out without any shortenings, additions or other changes with regard to content. The meaning of the source text is translated literally or giving the general sense according to the average generally accepted quality standards of the translation industry of the respective language area. Texts are revised or generated in accordance with the generally accepted quality standards and the client's defined specifications. Customized specific terminology introduced by the client will only be considered if arranged accordingly.

2. For the provision of services LangCor Service GmbH is authorized to avail itself of qualified third parties (service providers). The contractual relationship exists exclusively between the client and LangCor Service GmbH.

3. For rush orders that require the service to be divided between several service providers, no responsibility can be taken for the consistency of terminology and a uniform linguistic style. Terminology lists and databases or glossaries will only be created or expanded upon explicit agreement.

4. LangCor Service GmbH delivers the completed service in the form agreed. Notarial certifications, authority reviews, adaptation of foreign-language advertising texts to the cultural area, typesetting and printing work, website and software localisation, generating texts, formatting and conversion work, proofreading, rush service, creating and expanding terminology lists or glossaries do not form part of a translation project. These services will not be rendered, unless they were defined as part of the scope of services and were included in the offer.

§ 4 – Delivery Dates

1. Delivery dates are only binding if they were expressly agreed by the parties. In the event of force majeure and circumstances which LangCor Service GmbH is not responsible for, the deadline extends accordingly. In individual cases the client is obliged to point out the relevance of the adherence to a certain delivery period to LangCor Service GmbH.

§ 5 Returning Source and Reference Texts

1. Source and reference texts will only be returned on the client's request and at its cost and risk.

§ 6 Publication/Use for Advertising Purposes

1. If the client wants to use the generated, revised or translated text(s) for publication or advertising purposes or if the texts are to be written using a particular style, the client must provide clear information, glossaries and specifications as to style and text when placing the order for the text to be published or for the adaptation of the text. If the client fails to disclose the above mentioned intended use when placing the order and if the text is published at a later date or, for instance, used for advertising purposes, the client may not demand compensation for damages resulting from the fact that the publication or advertising has to be repeated due to a translation error or an inadequate adaptation. In such a case LangCor Service GmbH additionally reserves the right to make claims for infringement of copyright provisions. If the texts are used as a master copy, the client has to send LangCor Service GmbH a proof for approval before printing. Unless otherwise agreed in the offer, the master copy is checked on the basis of the normal hourly rate charged for proofreading and revision. If the client prints the texts without the approval of LangCor Service GmbH, this is to the account of the client and the client is also fully liable for consequential damages.

§ 7 Client's Duty to Cooperate

1. The client must provide LangCor Service GmbH with the text to be revised/translated or information for the writing of new texts in a version that is editable with conventional word-processing programs. Additional costs may incur for texts/files that are sent in a format that cannot be processed using conventional word-processing programs. The additional costs are discussed with the client upon receipt of the data. Additional costs must be agreed in writing before the work is carried out.

2. When placing the order, the client must provide LangCor Service GmbH with all information, documents and materials required for the generation/revision/translation according to the contract. This includes in particular existing templates, source texts, pre-translations, word lists or specific terminology of the client as well as the intended use, target group, purpose of the texts and information as to the linguistic style.

3. One of the client's primary duties is the acceptance of the service or delivery, including partial deliveries.

§ 8 Archiving

1. Data received from the client within the scope of the order and the revisions/translations in file form themselves remain with LangCor Service GmbH for archiving purposes. The data will be archived for 10 years. This data will only be deleted at the client's explicit request.

§ 9 – Rights of Use

1. For the agreed purpose of the contract LangCor Service GmbH assigns the necessary rights of use to the generated, revised and translated texts to the client. This includes the right to change and to further assign these rights to third parties, subject to the condition precedent of the unreserved full payment of the agreed remuneration to LangCor Service GmbH.

§ 10 – Remuneration

1. The remuneration agreed upon in the offer applies. Our prices are quoted exclusively in euros. The prices are net amounts to which the applicable statutory amount of value-added tax must be added insofar as required by law.

2. Translations are usually paid as a lump-sum or based on exact word counts calculated from the source text and taking into account the individual costs of the respective specialist translators, difficulty and specialist field of the translation. Surcharges may be imposed for rush projects or projects carried out outside business hours. The agreed terms of the service contract apply. The generation or revision of texts is paid as a lump-sum or on an hourly basis taking into account the difficulty and specialist field. Surcharges may be imposed for rush projects or projects carried out outside business hours.

3. The agreed remuneration is payable immediately strictly net upon delivery of the service and after invoicing. LangCor Service GmbH will send a corresponding invoice to the client. The term of payment for the settlement of our invoices is 14 work days. In case of delay in payment, LangCor Service GmbH is entitled to claim the damage caused by delay. In case of delay in payment, LangCor Service GmbH is entitled to charge default interest amounting to 8 % above the respective discount rate of the European Central Bank p.a. If LangCor Service GmbH is able to prove a higher damage caused by delay, LangCor Service GmbH is entitled to claim these damages. The client is entitled to prove to LangCor Service GmbH that no or less damage has occurred due to the delay in payment.

4. For initial orders LangCor Service GmbH is entitled to demand an advance payment of 50 % of the contract volume upon conclusion of the translation contract and prior to the commencement of the performance of the service. Subsequent orders are payable on account after performance of the service.

5. Special services or additional services agreed on are subject to a surcharge or are charged on a time basis. Notarial certifications, checking for compliance with authorities' requirements, adaptation of foreign-language advertising texts, website and software localisation, text generation, typesetting and printing work, formatting and conversion work, proofreading-only, revision work, rush service, creating and expanding terminology lists and glossaries are shown on a time basis or by agreement under a separate item on the invoice.

§ 11 – Reservation of Rights

1. The generated, translated or revised texts and the associated rights (e.g. author's personal rights, exploitation and utilisation rights) are subject to LangCor Service GmbH's reservation of title and rights until all existing claims against the client have been settled in full.

§ 12 – Offsetting

1. The client may only offset claims against counterclaims that have been established by final judgement or are undisputed.

§ 13 – Acceptance and Warranty

1. Upon delivery, the client must immediately check the delivered documents for defects. LangCor Service GmbH must immediately be notified in writing of obvious defects in the translation/revision or newly generated texts by submitting a detailed description.

2. If the client fails to give notice of a defect in writing within 10 days at the latest, the service is deemed rendered and accepted as agreed upon. This particularly applies if a proof copy is returned and if the corrections made by the client have been implemented correctly.

3. The client is liable for defects in the source text for translations or defects regarding the information for revisions and the generation of texts.

4. Insofar as the service rendered deviates from the respective requirements agreed upon, the client has to set an appropriate time limit for LangCor Service GmbH to rectify the defects. A rectification is excluded if the deviations were caused by the client itself, e.g. due to inaccurate or incomplete information, incorrect source texts or changes in the submitted documents. In other respects the statutory warranty regulations apply. In the case of justified and duly notified defects, LangCor Service GmbH has the right to rectify or regenerate the documents at least twice at its own choice. The client remains obliged to accept and pay the service rendered.

5. The client is only authorised to withdraw from the contract or to perform the services by itself in cases of delay of performance, rectification and justifiable impossibility as well as in other cases if the deadline has been exceeded considerably and if the client has set LangCor Service GmbH an appropriate grace period.

§ 14 – Liability

1. LangCor Service GmbH is not liable for ensuring that the respective revisions, newly generated texts and translations are permissible and suitable for the client's intended purpose. The client is obliged to inform LangCor Service GmbH about the intended use, the target area as well as the cultural background so that this can be taken into account when rendering the services. If the client fails to do so, LangCor Service GmbH is not liable for damages resulting from a professional translation of the submitted text since the readers' horizon of expectation could be missed. This applies in particular in case the delivered texts are published or used for advertising purposes. Solely the client bears the legal risk of usability or publication.

2. LangCor Service GmbH is not liable for imprecise, unclear, incomplete, incorrect and wrong information or terms and definitions in the source texts, templates, information and specialist terminology provided by the client or in the phrasing of the order.

3. No liability applies to delays or any failure to carry out the service correctly arising from the incorrect, incomplete, ambiguous and illegible client specifications, including specifications regarding translations and revisions, and circumstances which LangCor Service GmbH is not responsible for.

4. As for the rest, LangCor Service GmbH is only liable for damages caused by wilful or grossly negligent breach of duty by LangCor Service GmbH, its legal representatives or vicarious agents. This applies correspondingly in case of a breach of the pre-contractual or collateral duties as well as in case of damages due to defects and consequential defects resulting from damages. LangCor Service GmbH's liability for damages pursuant to the Product Liability Act as well as its liability resulting from an injury to life, body, or health remain unaffected of this disclaimer of liability.

5. LangCor Service GmbH is not liable for disturbances either due to force majeure, shutdown and operational restrictions, network and server errors, viruses as well as connection and transmission errors and other disturbances which LangCor Service GmbH is not responsible for. In such cases LangCor Service GmbH is entitled to withdraw from the contract in whole or in part. The same applies if LangCor Service GmbH has to completely or partly close or restrict the business for good cause, in particular the online service, on single days or for a certain period of time.

6. LangCor Service GmbH does not assume liability for damages caused by any virus, trojan, autodialer, spam mail or comparable data. The IT system (network, workstations, programs, files, etc.) are checked for viruses and harmful content on a regular basis.

7. With regard to the delivery of files by e-mail or other means of remote transmission, the client is responsible for a final virus and file check of the transmitted data or text files. Any possible claims for damages will not be approved by LangCor Service GmbH. Electronic transmission is at the client's risk. LangCor Service GmbH does not assume liability for texts and data that is defective, incomplete or has gone lost due to electronic transmission. Absolute protection of secrets cannot be guaranteed when texts and data are transmitted electronically between the client and LangCor Service GmbH due to the possibility of external access.

8. LangCor Service GmbH does not assume liability for a possible loss of profits of the client with regard to the above mentioned cases.

9. In case of slight negligence, liability is otherwise limited to twice the invoice value of the harmful delivery or service and to a maximum of ten thousand euros and in commercial dealings in case of gross negligence on part of the vicarious agents to the triple invoice value of the harmful delivery or service and to a maximum of twenty thousand euros. The liability for damages mentioned herein is always limited to typical direct damages foreseeable when the contract is concluded. The client has comprehensive duties to cooperate: The client commits itself to check each and every service rendered by LangCor Service GmbH for faultlessness and usability in the specific situation before the service is used for other purposes. LangCor Service GmbH is not liable for consequential damages such as defective printing if the client did not fulfil its duty to cooperate in full and in a timely manner.

§ 15 – Third Party Rights and Indemnity

1. The client ensures that no third party rights to the texts to be revised or translated exist which exclude a revision and translation as well as a disclosure to third parties for revision and translation purposes. If necessary, LangCor Service GmbH is entitled to request appropriate documents to clarify these rights.

2. The client indemnifies LangCor Service GmbH and its subcontractors from any liability for third party claims based on the use, processing, utilisation or reproduction of this information, these documents and other items and the processing thereof.

§ 16 – Confidentiality

1. LangCor Service GmbH will treat as confidential the information about the client it gained knowledge about and the documents and material it was provided with within the scope of the contractual relationship and commits itself to neither use nor utilise these without the explicit written approval nor to disclose them to third parties, except if this is necessary for the fulfilment of the contract. A disclosure to third parties for the purpose of rendering the services (e.g. translation) determined together with the client is permissible. LangCor Service GmbH commits itself to bind these third parties to confidentiality.

2. Should stricter confidentiality obligations be required when processing certain documents, the client will inform LangCor Service GmbH of these explicitly in writing when placing the order and make available any code keys, programs and passwords to be used.

3. Within the meaning of the data protection law the client agrees to its data being stored with LangCor Service GmbH to fulfil the order.

§ 17 – Advertising Rights

1. The client authorises LangCor Service GmbH to state the client's name and brand as a reference for self-promotional purposes.

§ 18 – Non Solicitation

1. Insofar as LangCor Service GmbH avails itself of third parties to perform the services, the client may neither directly nor indirectly hire, employ, or commission them without LangCor Service GmbH's approval before expiry of 12 months after completion of the order. For each case of culpable contravention the client commits itself to pay a contractual penalty the amount of which is to be set by LangCor Service GmbH and to be checked by the competent court in case of dispute.

§ 19 – Final Provisions

1. Supplements to this contract have not been agreed upon. Amendments or additions have to be made in writing in order to be legally effective. The same applies to the waiver of the requirement for a written form.

2. Should a provision of this contract be or become void or should the contract contain a loophole, the legal effectiveness of the remaining provisions remains unaffected thereof. The ineffective provision is to be replaced by an effective provision which comes closest to the economic purpose intended by the parties. The same applies in the event of a loophole in the contract.

3. The place of jurisdiction for any disputes arising in connection with this contract or the individual transactions concluded during its fulfilment is our place of business (Neu-Ulm/Germany). However, each party to the contract is also entitled to sue the other party at its general place of jurisdiction.

   This contract is subject to the laws of the Federal Republic of Germany.