General terms and conditions (GTC) and cancellation policy of ÜZM GmbH
The following general terms and conditions (hereafter: GTC) shall determine the conditions under which Übersetzerzentrale MÜnchen und Landshut GmbH (hereafter: ÜZM GmbH) under the name of “Übersetzerzentrale” and “Dolmetscherzentrale” provides services to its clients.
1. Field of application
These GTC shall apply to all contracts between ÜZM GmbH and its clients, unless otherwise expressively agreed or required by law. With awarding this contract, the respective client expressively agrees to the application of these GTC and recognises having taken note of the content of the GTC.
The general terms and conditions of the client shall only be binding upon ÜZM GmbH if this was expressively confirmed in written form by ÜZM GmbH prior to the conclusion of the contract.
ÜZM GmbH offers translation and interpreting services, which sometimes can also be delivered online via the ÜZM GmbH website and by telephone. Contracts may be concluded in written form, in text format or by telephone, depending on the order.
2. Scope of services
Any order shall be executed based on the proper practice of the profession with accuracy and to the best of our knowledge and belief. The client shall receive the service as provided in the contract.
ÜZM GmbH reserves the right to reject or abandon the execution of an order in a given case if indictable or illegal content is being communicated, if content is contrary to accepted principles of morality, if content is so complex that it exceeds the qualifications of the available personnel or if any other particular circumstances apply that make the execution of the offer unacceptable.
3. Conclusion of the contract
The client can request the execution of a translation or interpreting order by ÜZM GmbH in written form, by telephone, via email or via the ÜZM GmbH website. Usually, ÜZM GmbH will then make an offer to the customer by one of the aforementioned means. The contract shall be deemed concluded when the customer accepts this offer by telephone, in written form, via email or online. However, ÜZM GmbH is entitled to subsequently refrain from a contract if one of the reasons for a rejection of the offer mentioned in 2.2 applies. In case of a rejection there are no claims for compensation between ÜZM GmbH and the client.
Unless otherwise regulated, offers of ÜZM GmbH are always subject to confirmation and non-binding. ÜZM GmbH can condition the conclusion of a contract on a documentary proof of the proper authorisation or the payment of a reasonable advance. Clients based abroad shall always pay the full fee before the contract begins. The precise content of the order is being saved by ÜZM GmbH after conclusion of the contract and sent to the client via email upon request, if no written contract was concluded.
4. Duty to cooperate and inform by costumer
The client shall inform ÜZM GmbH about particular forms of the order (e.g. on data storage devices, number of copies, ready for printing, external form of the service, formats etc.) upon placing of order at the latest. Should the order be designated for printing, a proof sheet shall be confirmed.
The client shall provide all information and documents necessary to execute the order (e.g. particular glossaries of the principal, images, drawings, charts, abbreviations, specialised terminology, presentations etc.) unsought, in their entirety and in due time to ÜZM GmbH before the execution of the order begins, thus enabling an appropriate preparation.
Should no particular requirements according to 4.1 and 4.2 be imposed, the execution of the order shall be carried out in accordance with the general standards of 5.1. ÜZM GmbH shall not assume any liability for mistakes resulting from non-compliance with 4.1 and 4.2 by the client.
5. Execution of the order and remedy of defects
The service provided in the contract shall be carried out in proper practice of the profession (i.e. “to the best of one’s knowledge and belief”). Technical terms shall be translated or interpreted into the commonly known, lexically acceptable or generally comprehensible version, unless any documents or particular instructions were given by the client.
Flaws in the translation that are due to badly readable, faulty or incomplete text sources, or faulty or incorrect costumer terminology, are not part of the area of accountability of ÜZM GmbH. Therefore, the latter shall not assume any liability under the aforementioned conditions.
Should the client notify a significant defect objectively existent in the translation, ÜZM GmbH shall remediate the defects in the translation (supplementary performance). This supplementary performance shall be asserted by the client against ÜZM GmbH immediately upon delivery and in written form, specifying the alleged defect. The client shall allow reasonable time for the supplementary performance.
The claim to supplementary performance shall be rejected, if the notice of defect has not reached ÜZM GmbH within 14 days upon the delivery of the finished translation to the client. In this case, the service shall be deemed accepted (section 640 BGB – German Civil Code). Legal warranty rights of clients that are not entrepreneurs shall remain unaffected.
Should the supplementary performance or a substitute service fail, the legal warranty rights shall apply, unless otherwise agreed.
The date of delivery is binding and agreed upon when placing the order. However, should circumstances arise that are beyond the control of ÜZM GmbH, the latter shall not be held liable for non-compliance with a time limit or a date of delivery. Should the non-compliance with a time limit or a date of delivery be due to force majeure, ÜZM GmbH reserves the right to rescind the contract or to demand an appropriate grace period. In these cases, the client has no further right to claim damages or other forms of compensation from ÜZM GmbH.
Should the object of the order be subsequently altered, delivery dates and fees shall be agreed upon anew.
ÜZM GmbH shall assume liability in case of gross negligence and premeditation at the appropriate level (no more than the order value). In case of an injury to life, body and health, ÜZM GmbH shall be held liable without limit. In cases of slight negligence, ÜZM GmbH shall only be held liable if essential contractual obligations are being neglected, and if so, only for the damage typically occurring. Essential contractual obligations are contractual obligations which have to be complied with to enable the orderly execution of the contract and the compliance of which can be, and regularly is, trusted in by the client. Typical, predictable damages are those which are subject to the protective purpose of the respective neglected contractual or statutory norm. ÜZM GmbH shall not be held liable in case of slight negligence. The aforementioned limitations of liability also apply to the organs and vicarious agents of ÜZM GmbH.
ÜZM GmbH shall not be held liable for damages or losses of the material provided by the client. The client shall be responsible for creating sufficient backups of his data.
The maximum amount for any claims for damages shall not exceed the maximum amount of the order value.
Unless expressively agreed upon in written form, ÜZM GmbH shall not assume any warranty for the respective service being valid or suitable for the client’s purpose.
7. Professional secret
ÜZM GmbH shall undertake to treat all information and documents provided by the client as confidential and to not disclose any information included therein to third parties.
8. Terms of payment and how fees are calculated
Usually, upon preparation of the offer for a translation, ÜZM GmbH and the client agree upon a flat-rate fee, or a framework agreement in case of large-scale or follow-up orders.
Should no agreement according to 8.1. be made, the volume of the translation is determined by the number of standard lines of the completed translation. A standard line consists of 55 characters, including empty spaces.
The payment for interpreting assignments is based on hour flat-rates, fixed half-daily and daily rates, individual agreements or on the expenditure of time (hours and minutes).
Aside from the fee agreed upon, ÜZM GmbH is entitled to remuneration of the actually accruing costs. Usually and whenever possible, these are being agreed upon with the client. ÜZM GmbH is entitled to a reasonable advance payment in case of large-scale translation orders. Reviews are calculated on an hourly basis.
The payment shall be settled within 14 days after the delivery of the translation. The calculation does not include the respective statutory VAT, which is currently at 19% and which shall be paid as well. Payments with a debt-discharging effect can only be made by the modes of payment stated by ÜZM GmbH.
Should no other agreements between the client and ÜZM GmbH have been made regarding the fees or the settlement of the service, the provisions of the JVEG (Justizvergütungs- und Entschädigungsgesetz, Section 3, para. 8-14) apply. These articles regulate the compensation for court experts, interpreters, translators as well as the remuneration for lay judges, witnesses and third parties in court proceedings in Germany (www.jveg.de).
9. Reservation of proprietary rights and copyright
ÜZM GmbH shall retain all proprietary rights for the commissioned work until all due charges are settled by the client. Until this point, the client shall have no right of use.
ÜZM GmbH reserves the copyright. Interpreting services shall only be used during the time of their respective delivery. A recording shall only be permitted after a prior separate agreement and with the consent of ÜZM GmbH.
The client agrees that after the conclusion of the order, ÜZM GmbH will state him or her as a reference on the ÜZM GmbH website.
11. Non-solicitation agreement
The client shall undertake not to entice away any translators or interpreters working for ÜZM GmbH and/or to employ them without the consent of ÜZM GmbH for the duration of the contractual relationship and for one year after that. In any case of a culpable non-compliance, the client shall undertake to pay ÜZM GmbH a reasonable contractual penalty, which must not fall below 5,001.00 EUR.
12. Early termination of the contract
Should the client wish to rescind the contract prior to the execution of a translation or interpreting order, the follow ing regulations shall apply:
The client may rescind the contract at any point prior to the execution of the order by means of a written declaration. In this case, ÜZM retains the right to demand reasonable remuneration for the costs incurred. This remuneration is being calculated in a flat rate based on the following percentages of the prices provided in the contract for all the individual services ordered:
-’ in case of rescission up to 14 days prior to the date of execution of the order provided in the contract 25 % of the price provided in the contract for all individual services ordered,
-’ in case of rescission between 14 days and 7 days prior to the date of execution of the order provided in the contract 50 % of the price provided in the contract for all individual services ordered,
-’ in case of rescission from 7 days prior to the date of execution of the order 100 % of the price provided in the contract for all individual services ordered.
The client is free to prove that ÜZM GmbH has suffered little or no damage in a given case.
The client shall only cancel the contract for cause after it has begun and until the translation or interpreting work is completed. The cancellation shall only be valid if ÜZM GmbH receives it in written form. ÜZM GmbH reserves the claim for damages for a lost profit up to the amount of the order value. In all other respects, the statutory provisions apply.
The regulation concerning the right of cancellation shall remain unaffected by this.
13. Applicable law, court of jurisdiction
German law shall exclusively apply to all orders, to these GTC and to all resulting claims.
The court of jurisdiction shall be the site of ÜZM GmbH in Munich.
14. Severability clause
The validity of these GTC shall not be affected by the invalidity and illegality of one or more individual provisions. In case of illegality of individual provisions of these GTC, the parties already agree that a valid regulation which is closest to the economic interests of the parties and to the purpose of the illegal provision shall replace the latter.
Amendments and additions must be given in writing. This shall also apply to the waiver of the written form. If the parties have agreed upon the written form, this shall include email and telefax.