SECTION 1: SCOPE OF APPLICATION
1.1 The scope of application of the terms and conditions extends to all dealings between the agency Lennon.de Language Services, Ludgeristr. 9, 48143 Münster, Germany (hereinafter “we”, “us”, etc.), and its clients (hereinafter “client”). The terms and conditions only apply if the client is an entrepreneur (pursuant to Sec. 14 of the German Civil Code [Bürgerliches Gesetzbuch]), a legal person under public law or a special fund under public law.
1.2 The terms and conditions apply as amended to all, including future, dealings, such that their validity does not have to be agreed again with an existing client for future transactions.
1.3 The terms and conditions apply exclusively. Divergent and/or supplementary conditions on the part of the client, even if we are aware of them, apply only if we have agreed expressly to their validity in writing.
1.4 Special agreements with the client – including any additions and/or changes to such an agreement – take precedence over these terms and conditions. A special agreement of this kind is only valid if the parties have agreed to its content contractually or in the form of a written confirmation.
1.5 Declarations that the client makes to us after the contract has been concluded (e.g. changes to deadlines, complaints, withdrawal notice) must be made in writing to take effect.
1.6 All relevant statutory provisions apply, provided that they have not been expressly amended or excluded as part of these terms and conditions.
SECTION 2: ORDER PLACEMENT
- General information
2.1 Requesting a quote:
2.1.1. The client requests a quote from us by email, fax, post, telephone or orally. For translations, the request can also be made using our online form at www.lennon.de.
2.1.2 The request for a quote should include the client’s name and address. For translation services, the source language and the desired target language(s) should also be specified.
2.1.3 The client’s request for a quote does not constitute an offer.
2.1.4 We send the client an automatic confirmation of receipt by email that can be printed out for requests for quotes submitted electronically. This confirmation is neither an offer nor an offer confirmation.
2.2.1 We provide the client with a quote by email, fax, post or orally. If the client decides to accept this offer, acceptance must be confirmed within four weeks. Confirmation of acceptance may be made by email, fax, post or orally.
2.2.2 Our offers are always subject to change and non-binding, unless expressly stated otherwise.
2.3 Additional information from the client
188.8.131.52 For the purpose of optimising services to be rendered, the client should include in the request for a quote for translations additional information about the subject matter of the text(s), as well as any reference material, terminology specifications, top 20 key terms and/or background information, such as the intended use of the translation (print form or online) or instructions for adaptation.
184.108.40.206 The texts that we deliver to the client are working translations. Services that go beyond strictly producing text or which deviate therefrom – including, among other things, layout and printing services, text formatting and file conversion, proofreading and the creation of term bases or glossaries – must be specified by the client in the request for a quote or commissioned in a timely manner in a separate order.
220.127.116.11 In the request for a quote for interpreting services, the client should include information about the required type of interpreting (simultaneous or consecutive interpreting) and the desired interpreting technology. We must be provided with materials for familiarising and preparing ourselves for the assignment at least two weeks prior to the first day on which the interpreting services are required.
18.104.22.168 In addition, the client must include information in the request for a quote for interpreting services on the location and date of the assignment and provide the name of a contact person.
We assume no liability for errors for proofreading/copy-editing services that we perform. The client bears sole responsibility for the materials that it provides and undertakes to adequately review these materials for errors prior to publication or printing.
SECTION 3: TRANSFER OF CLAIMS
The client is permitted to transfer claims arising from the contract only with our prior written consent and only if the transfer does not adversely affect our interests to an unreasonable degree.
SECTION 4: PARTNERS
We are entitled to commission third parties (hereinafter “partners”) to perform any and all services offered. This applies in particular to target languages and industries that we do not handle ourselves. The contract is concluded exclusively between us and the client in these cases as well.
SECTION 5: PRICES, CANCELLATION COSTS
5.1 We agree on the prices for our language services individually with the client. All prices are calculated in euros. The prices that we list in our quotes and informational materials are net prices (without value-added tax). We do not charge for postage, fax and telephone expenses.
5.2 The prices for interpreting assignments are calculated on a daily or hourly basis. Partial hours are invoiced as full hours. The total number of hours used as the basis for calculating the prices of interpreting services includes the time that the interpreter is present at the location where the services are rendered, as well as the time the interpreter spends travelling to get there (round trip). The interpreter’s residence is the starting and end point of the journey. The client bears the costs of travel, accommodation and food for the interpreter, if they are incurred.
5.3 If the client cancels the order, the client must bear all costs already incurred, but at least 15% of the net price that was agreed on. Cancellation is no longer possible once the service agreed on has been rendered completely. The following conditions apply to interpreting orders: If the client cancels the order, the client must bear the costs already incurred, but at least 70% of the total order value if the cancellation is made beginning four weeks prior to the first day of the assignment, or 80% if the order is cancelled beginning two weeks prior to the first day of the assignment. The client must pay the full price agreed on if the order is cancelled beginning one week prior to the first day of the assignment.
SECTION 6: PAYMENT, DEFAULT
6.1 Invoice amounts must be paid within 14 days after they become due. Balances become due when invoices are issued. The key factor used to determine possible payment default is receipt of the payment in the account listed on the invoice. The client must pay interest on the invoice amount, which is calculated using the default interest rate, for the entire period the client is in default of payment. We reserve the right to assert claims for potential further damages arising from the default.
6.2 In the event that an invoice is settled with a cheque or bill of exchange, we are entitled to pursue the exploitation and assertion of claims against third parties arising therefrom at the expense of the client. We are entitled to request an appropriate advance from the client for this purpose.
SECTION 7: REFUSAL OF SERVICE, WITHHOLDING
7.1 On the basis of Sec. 321 of the German Civil Code, and in addition to its provisions, we declare that we are also entitled to refuse service if, despite careful previous examination, we ascertain only after the contract has been concluded that the solvency of a client is in jeopardy, even if the client’s financial situation already deteriorated prior to the conclusion of the contract.
7.2 The client has the right to invoke withholding or to offset claims only with respect to undisputed claims, legally established claims or claims that we expressly recognise. The client is only permitted to withhold payment if the client’s counterclaims are based on the same contractual relationship. Rights of the client that arise due to deficiencies in the performance of the services rendered are not affected by 7.2.
SECTION 8: DEADLINES, DELAYS
8.1 Deadlines that we cite for providing deliverables are only binding if expressly agreed. Deadlines and dates that we provisionally provide for planning and organisational purposes should be regarded as approximations. All times are given in Central European Time (CET).
8.2 A service is considered to be fully rendered once the document in question has been verifiably sent or delivered to the client, or once the interpreter’s assignment has ended upon his or her leaving the assignment’s location. We assume no liability for technical transmission problems, particularly concerning digital data transmission.
8.3 We undertake to immediately notify the client in the event that a binding deadline cannot be met for reasons beyond our control and to agree on a new delivery date. If it is not possible to provide delivery within the new time frame either, we reserve the right to withdraw from the contract, in part or in whole, and reimburse any payments that may have already been made. Statutory requirements concerning withdrawal and termination rights in our favour, as well as the rescission of the contract under the exclusion of the obligation to fulfil the terms of the agreement, are not affected by 8.3.
8.4 A delay in delivery requires the reminder of the client in writing.
8.5 In the event of a delay in delivery for reasons for which the client is responsible (e.g. default of acceptance pursuant to Sec. 293 of the German Civil Code), there is a claim for damages on our part.
SECTION 9: COMPLAINTS, RECTIFICATION
9.1 Complaints must be submitted in writing. The deadline for complaints concerning obvious faults is eight working days after the service has been provided. Complaints about other faults may be made within a time frame of eight working days after the fault has been discovered. For the purposes of observing the deadline, the following applies: The time of transmission for digital deliveries is the time at which we send them, and for postal items, the date on which we send them plus two working days. A complaint is considered submitted at the time at which the client sends it.
9.2 We are entitled to either correct or redo a deliverable about which the client has lodged a complaint through the proper means and within the specified time frame, provided a right of rectification may be exercised in accordance with the kind of service/deliverable in question. The client is obliged to give us the time and opportunity to rectify the faults at least twice.
9.3 Complaints that prove to be null and void give us the right to claim reimbursement for the expenses incurred as a result of such complaints.
9.4 We are entitled to make the rectification dependent on the client rendering payment for the amount quoted in the offer. For its part, the client is entitled to withhold a portion of this amount, provided the amount withheld is in proportion to the faults identified.
9.5 If a fault is identified, and if it cannot be remedied as part of the rectification process – either because the type of deliverable/service in question rules out subsequent modification or because the rectification failed, extends over an unreasonably long period of time or can be refused on lawful grounds – the client is entitled to reduce the price in proportion to the severity of the faults identified or, if the faults are of considerable gravity, to withdraw from the purchase contract.
9.6 Claims on the part of the client for damages and other similar claims are based solely on the provisions outlined in Section 10.
SECTION 10: LIABILITY FOR FAULTS AND OTHER LIABILITY
10.1 We are liable for damages, provided proof of intent and gross negligence on our part can be demonstrated on any legal grounds.
10.2 In the event of ordinary negligence pursuant to Sec. 276 (2) of the German Civil Code, we are liable solely for damages that arise from a breach of a material contractual obligation. The amount of compensation that we must pay is limited to the foreseeable damages that typically arise, which generally do not exceed twice the invoice amount for the service in question and come to no more than EUR 10,000.00. In the event of ordinary negligence pursuant to Sec. 276 (2) of the German Civil Code, we are also liable if damages arise from injury to life, limb or health. In cases in which a fault was maliciously concealed or in which product liability law entitles the client to corresponding claims, the liability limitations pursuant to Section 10.2 do not apply.
10.3 Cases excluded from liability include, but are not limited to, the following:
- Faults or delays in performing the service which result from a faulty or incomplete transmission of the source text by the client to us
- Faults that are due to misleading or incorrect wording in the source text
- Errors during electronic transmission that result in damage to or loss of the document
- Damages arising from the inapplicability of the deliverable, such as in the case of texts that prove unsuitable for their intended use or which cannot be used due to insufficient adaptation in the form delivered, provided the intended use was not communicated when the contract was concluded
- Damages from a loss of image or reputation for the client resulting from the use of the deliverable/service
- Damages that arise from printing a faulty deliverable, provided the printing occurred without our knowledge and/or our approval
10.4 Withdrawal from or termination of a contract is only permitted due to a breach of obligation that did not result in a fault if we are responsible for the breach of obligation. The statutory provisions shall otherwise apply.
10.5 In all cases in which our liability is either excluded or limited, this also extends to the personal liability of our employees and partners.
10.6 The statutory limitation periods apply to claims under product liability law and for other claims pursuant to Section 10, except for material and title defects, which become time-barred one year after the commencement of the statutory limitation period.
SECTION 11: MAINTAINING CONFIDENTIALITY
11.1 We undertake to maintain silence and confidentiality regarding any materials or content marked confidential (“confidential content”) to which the client gives us access. We provide our assurance that we will use the confidential content exclusively for the purpose of performing the contract and will not share it with or pass it on to unauthorised third parties.
11.2 Inasmuch as electronically transferred data between us and the client harbours the risk of possible unauthorised external access beyond our control, we assume no liability for confidentiality during transmission.
11.3 The following is not considered to be “confidential content” pursuant to Section 11.1:
- Information that, at the time of its disclosure by the client, was already public knowledge or which becomes public knowledge afterwards, without it entailing a breach of these terms and conditions, special agreements with the client or a statutory provision
- Information obtained by third parties after the contract was concluded, without it entailing a breach of these terms and conditions, special agreements with the client or a statutory provision
SECTION 12: RESERVATION OF PROPRIETARY RIGHTS
All proprietary rights and rights of use related to the service rendered are transferred to the client upon payment of all claims against the client to our account listed on the invoice. Until payment has been rendered, we retain the exclusive rights of use related to the service as the owner of the intellectual and material rights.
SECTION 13: THIRD-PARTY RIGHTS
The client guarantees that all content and materials it sends to us to be worked on are free of any third-party rights. The client shall indemnify and hold us and our partners harmless from all claims by third parties regarding the content and materials the client sends.
SECTION 14: FINAL PROVISIONS
14.1 These terms and conditions and all agreements between us and the client are governed solely by the laws of the Federal Republic of Germany. All international and supranational legal systems, in particular the United Nations Convention on Contracts for the International Sale of Goods, are excluded.
14.2 The place of jurisdiction for any potential legal disputes arising from the contractual relationship with the client is, at our discretion, Münster or the client’s registered place of business.
14.3 The German version prevails concerning the interpretation of the terms and conditions.