General Terms and Conditions of Assignment
1. Scope of application
(i) These terms and conditions of assignment apply for contracts between Alexandra Cox (hereafter also: the Translator) and her Client, unless other terms are expressly agreed or laws indispensably prescribe otherwise.
(ii) General terms and conditions of business of the Client will be binding for the Translator only when she has expressly acknowledged them.
2. Scope of the translation assignment
Translation will be performed with care according to the principles of good professional practice. The Client will receive the contractually agreed copy of the translation.
3. Client’s duty to collaborate and clarify
(i) The client is responsible for the proper provision of all documents to be worked on. All documents to be worked on of the Client must be presented in written form, or in an editable form, respectively. The Client must inform the Translator in good time about desired forms of execution of the translation (purpose of use, delivery on data carriers, number of copies, print readiness, external form of the translation etc.).
(ii) Additionally, the Client has a duty to collaborate constructively during execution of the translation work and to appoint a competent contact partner for factual queries.
(iii) A cost estimate will be issued by the Translator only once all documents to be worked on have been presented.
(iv) In the case of books and substantial printed items the Client will hand over to the Translator an original or a copy to serve as a template and a basis for working, which will remain with the Translator after completion of the work (unless agreed otherwise in writing).
(v) Number (iv) above applies particularly in the case of paintings, art objects and photographs of which a written description is to be produced. If no reproduction of the painting, art object, photograph described in writing is presented, there can be no guarantee of an accurate and vivid written description in the translation.
(vi) Poorly legible or handwritten documents will be worked on with no guarantee for the correctness of content. Defects in the translation which can be attributed to poorly legible, erroneous or incomplete text templates, or to erroneous or incorrect in-house terminology of the Client, do not fall under the scope of responsibility of the Translator. In the event that the written form of names, addresses, dates, etc. has not been clarified impeccably in advance, the Translator will carry out the assignment to the best of her knowledge and belief.
(vii) If the translation is destined for printing, in good time prior to printing the Client will hand over to the Translator a proof so that the Translator is able to eliminate potential errors. Names and figures are to be checked by the Client. Any corrections by the Translator of the proof will be limited to objective (i.e. typographical, grammatical, linguistic) errors. Concerning objective errors, or defects, respectively, see also 4 (ii) below.
On this subject, the Translator refers to German copyright law, in particular to §3 (Translations are copyright-protected as independent works), to §23 (Revisions…may be published or exploited only with the consent of the author [see §3] of the revised or redesigned work) as well as to §14 (The author has the right to prohibit a distortion or other impairment of his work that is liable to jeopardise his legitimate intellectual or personal interests in the work.).
(viii) Further with reference to (vii), the copy editor of the English translation must have the German or, respectively, French text to hand, so as to be able to compare the translation with the original at the content-based or linguistic level. Potential changes in the English, in terms of content or language, on the part of the copy editor must unconditionally be clarified with the Translator. See on this subject the references to German copyright law at (vii) above.
(ix) The Translator undertakes to return the proof corrected by her in good time prior to printing. In most cases this takes place on the day of receipt.
(x) Information and documents that are necessary for the production of the translation will be provided by the Client to the Translator upon awarding of the assignment (terminology of the Client, illustrations, diagrams, tables, acronyms and abbreviations, in-house glossary etc.).
(xi) Errors and delays that arise from the omitted or delayed delivery of information material and instructions will not be imputed to the Translator.
(xii) The Client assumes responsibility for the rights on the text and will ensure that translation of the text is permissible. The Client will release the Translator from corresponding third-party claims.
4. Rights of the Client in the event of defects
(i) The Translator reserves the right to render supplementary performance. Initially, the Client will have claim only to elimination of defects potentially contained in the translation.
(ii) The claim to supplementary performance must be asserted by the Client under provision of an exact indication of the defect. Notification of obvious defects must be made to Alexandra Cox with a factual justification within 10 working days of dispatch of the worked-on documents. Deemed as defects will be only such that can be registered based on objective criteria. Objective criteria are those that do not concern matters of design, taste or interpretation.
(iii) If the Translator fails to eliminate the asserted defects within an appropriate period or if she refuses the defect elimination or if the defect elimination is to be deemed unsuccessful, the Client, after consultation with the Translator, can have the defects eliminated by another translator at the Translator’s expense or optionally demand a reduction of the payment or withdraw from the contract. The defect elimination will be deemed unsuccessful if, even after several attempts at rectification, the translation continues to show defects.
(i) The Translator will be liable in the event of intent or gross negligence. Not to be classified as gross negligence is damage that has been caused as a result of computer malfunctions and disrupted transmission during e-mail dispatch or by viruses. The Translator takes precautions against this by means of anti-virus software. Liability in the event of slight negligence will apply exclusively in the case of breach of principal duties.
(ii) Claims by the Client against the Translator owing to defects in the translation (§ 634a German Civil Code, BGB) will lapse, unless there has been intent to deceive, one year after acceptance of the translation. (Note: This clause is applicable only for contracts with companies, not, however, for contracts with consumers)
(iii) The liability of the Translator on whatever grounds is limited to the total of the invoiced amount agreed on signing of contract, unless the possibility of such liability has been expressly communicated to the Translator in writing.
6. Professional secrecy
The Translator undertakes to maintain secrecy concerning all facts that become known to her in connection with an activity on behalf of the Client. Alexandra Cox is prepared to sign a confidentiality agreement compiled by the Client.
7. Third-party collaboration
(i) The Translator is entitled to call on the services of colleagues or specialist third parties for execution of the assignment.
(ii) If the services of specialist third parties are called on, the Translator must ensure that these third parties undertake to maintain secrecy according to number 6.
8. Agreement of fees
(i) Cost estimates are for guidance only and are non-binding. An exception will be made if a binding fixed sum is expressly agreed on when the assignment is awarded.
(ii) If a cost estimate is submitted but the text has not been presented, Alexandra Cox reserves the right to modify this cost estimate once the text has been examined. The work actually performed will be invoiced.
(iii) If a cost estimate becomes binding once the text has been examined, this binding cost estimate will remain valid for 30 days after issuing. Modifications to the cost estimate are reserved after that.
(iv) If after receipt and confirmation of the cost estimate, or after project commencement, respectively, the Client makes changes to fundamental framework conditions of the project such as, for example, scope, wording of the text and/or deadline setting, or if the work is considerably hindered by poorly legible or handwritten documents or as a result of other textual defects in the content, Alexandra Cox reserves the right to recalculate the price on the basis of these changed framework conditions, or of these hindrances, respectively, and to make submission of the finished document dependent upon a new written confirmation of the recalculation.
(v) If as a result of the conditions changed by the Client the project becomes a rushed assignment, the cost estimate will be raised accordingly. Concerning rushed assignments see 10 below.
(i) All prices are net prices and, for Clients based in Germany, are understood plus the value added tax currently prevailing in Germany.
(ii) Translations that are destined for publication (including among others book, magazine article, website) are billed according to standard lines in the translated text. A standard line corresponds to 55 keystrokes (including blanks). Figures are equally counted as keystrokes.
(iii) Variant pricing: The translation of Excel tables (including of those contained in annual reports), PowerPoint files and lists (e.g. price lists, menus), as well as proofreading, will be calculated at the Translator’s discretion according to time expenditure, i.e. at an hourly rate.
(iv) In addition to the agreed fee the Translator has a claim to reimbursement of the actually accruing expenditure as agreed with the Client. In all cases value added tax, as far as legally necessary, will be billed in addition.
(v) For extensive translations the Translator will be able to ask for an appropriate advance payment. The Translator can make a written agreement with the Client in advance that handover of her work will be dependent upon prior payment of her full fee.
10. Rushed assignments
(i) With rushed assignments it may be the case that other assignments need to be deferred, or even turned down. Work outside of normal office hours and on weekends may also be required as a result. This will be reflected accordingly in the cost estimate.
(ii) The principles of careful execution will naturally also be complied with in the case of rushed assignments; however, the requirement to produce a translation within a narrow timeframe may hinder the regular performance of the translation process, including correction by the Translator.
11. Delivery, payment
(i) All delivery dates will be deemed agreed on only when the Translator has seen all documents to be translated and full instructions have been given by the Client. Confirmation of the delivery date will then be made in writing. Without a written confirmation the delivery date will not be binding.
(ii) Invoices of the Translator are due and payable without discount within 14 days of the invoice date.
(iii) One reminder only will be sent. A fee of €10.00 will be charged for this reminder.
(iv) According to German law (§ 286 German Civil Code, BGB), the debtor is automatically in default from the 31st day.
(v) In the event of default of payment interest of 7% will be charged from the date concerned.
12. Retention of title, copyright, colophon
(i) The translation will remain the property of the Translator until full payment. The Client will have no right of usage until full payment has been made.
(ii) The Translator reserves any right to copyright that may arise.
(iii) If the translator is the sole translator of the main content of a bigger project (for example, of a catalogue accompanying an exhibition), and if a further translator has contributed e.g. to the proofreading or translated elsewhere in the project (for example, on the exhibition and for example picture titles, other brochures, website), the name of the Translator (Alexandra Cox) must be published in the colophon separately from the name of this other translator, so that it is clear that the translation of the main content of the bigger project (for example, of a catalogue accompanying an exhibition) involved no direct collaboration between the Translator and the other translator.
(iv) The separate naming of the Translator under (iii) above will naturally not be required if there has been actual direct collaboration between translators.
13. Right of withdrawal
(i) As far as the awarding of the translation assignment is based on the Translator’s having offered on the Internet to draw up translations, the Client will waive any right of withdrawal it may have in the event that the Translator has commenced with the translation work and has informed the Client of this.
(ii) If the Client cancels an assignment, without there being culpability on the part of the Translator, it must bear the costs accruing up until the time of the cancellation.
14. Validity of these General Terms and Conditions of Assignment
These General Terms and Conditions of Assignment are subject to change. They may be amended slightly, if necessary, as the particular assignment and assignment conditions require. Essentially, however, the conditions described here apply generally. See also on this subject 17 below.
15. Applicable law
German law will apply for the assignment and all claims arising from it.
16. Severability clause
The effectiveness of these terms and conditions of assignment will not be affected by the nullity or ineffectiveness of individual clauses. The ineffective clause must be replaced by a valid clause which matches the economic outcome, or the aspired purpose, respectively, as closely as possible.
17. Modifications and supplements
Modifications and supplements to these General Terms and Conditions of Assignment will be valid only when they are agreed on in writing. This applies also for modification of the written form requirement itself.