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General Terms and Conditions

1. Introduction

These General Terms and Conditions apply to all current and future business relations between ITS International Translation Services GmbH, hereinafter referred to as “ITS”, and its clients, even in cases where ITS does not make reference to these General Terms and Conditions when accepting individual orders. ITS is a language service provider with several agency brands; the language services provided by ITS (interpreting and translation) are pure services. Orders are fulfilled in accordance with the following conditions. Any differing conditions of the client which are not expressly recognised in writing by ITS are not binding for ITS and shall be regarded as refused. Verbal agreements require written confirmation by ITS to be legally effective.

2. Offers and order confirmations

Verbal offers are non-binding and require written confirmation by ITS. An effective contractual relationship with ITS does not come into being until written order confirmation is issued.

3. Services

The task of the language service provider is to render the linguistically and factually correct meaning of a given wording in another language. The client shall be liable for errors in the source text. ITS shall not be held liable for errors in printed documents if ITS did not receive the proofs for inspection before printing. Harmonisation with specialist terminology introduced by the client shall be by agreement only and can only be undertaken if sufficient and complete documents, such as glossaries or dictionaries, are provided at the time the order is placed. Additional services such as DTP, printing, HTML files, programming services, etc. shall be agreed separately upon conclusion of the contract and invoiced accordingly.

4. Deadlines

Delivery deadlines shall only apply if confirmed in writing by ITS. Should a delay in delivery by ITS occur, ITS should first be granted a reasonable extension to the deadline. Only after the said extension period has expired with no subsequent delivery can the client claim for cancellation of contract or reduction of purchase price. Any further claims are excluded. The client remains liable to pay for the services provided by ITS up to the point at which the client threatened to cancel the contract. In instances where ITS is prevented from completing contracted services through force majeure or other unavoidable circumstances for which ITS is not itself responsible, the client shall not be entitled to cancel the contract or reduce the level of payment due.

5. Payment conditions

Invoices from ITS are payable upon receipt without deduction, at the latest 30 days after the invoice date. Should the client be in default of payment, ITS can charge interest at a rate 3 % above the basic interest rate of the German Central Bank until full payment of the outstanding amount is received. The client alone is liable for payment; payments by other parties shall be accepted conditionally, only if they are received on time in the full amount of the invoice and the identity of the client, the invoice number and the order number are clearly recognisable. A right of retention in respect of payments is excluded. The client may not offset payment against other claims unless these are uncontested or recognised with final and binding effect.

6. Fulfilment and transfer of risk

The service by ITS shall be deemed as provided upon handover of the translation to the company commissioned to transport the text or from the recorded point at which the text is entered into the agreed electronic data transfer medium (e.g. the Internet). Unless agreed otherwise, the services shall be delivered as a file via e-mail. Source texts shall be returned only upon request and at the risk of the client.

7. Warranty and liability

ITS must be notified of any errors in the translation within a period of 4 weeks after dispatch (date of e-mail delivery or invoice). Liability for damages resulting from the fact that the client passed on the service unchecked is excluded. In the event of justified complaints, ITS shall be entitled to provide subsequent improvement. Only if the subsequent improvement fails shall the client be entitled to withdraw from the contract. Any further claims, irrespective of their legal grounds, are excluded. In the event that a translation goes to print, ITS shall assume liability for consequential damages only if the proofs for approval were provided to ITS before printing commenced. If the client requires the use of its own specialist terminology, ITS shall be released from any associated liability whatsoever. In any case of negligence on the part of ITS, ITS’s liability shall be limited to the amounts insured under the terms of its professional indemnity insurance.

8. Copyright

The client is liable for ensuring that any copyright restrictions relating to the documents for translation are observed and shall release ITS from all liability in respect of third-party rights to those documents. All copyrights and rights of use to translations, text adaptations and documentation produced by ITS remain the property of ITS until full payment of the invoice. Only after payment of the invoice has been received in full do these rights transfer to the client. The glossaries and translation memories created by ITS remain the property of ITS even after payment.

9. Data protection

The client hereby agrees that its data may be stored and processed for the purposes of order fulfilment and administration under the terms of the German laws on data protection.

10. Place of jurisdiction and applicable law

The place of fulfilment and jurisdiction for all claims and legal disputes arising from the contractual relationship is Freiburg.
German law applies.

11. Non-solicitation agreement

Each party to the contract hereby agrees not to recruit or otherwise employ employees of the other party during a period of 12 months subsequent to the completion of the contracted services. This agreement shall also apply to any freelance employees.

12. Amendments to these GTC

ITS reserves the right to amend these GTC at any time and without specifying reasons. The basis for the contract is always the version of the GTC applicable upon placing the order.

13. Severability clause

Should individual provisions be or become ineffective, this shall not affect the validity of the remaining provisions. The parties to the contract agree to replace an ineffective provision with a provision which is equivalent in its economic effect.