Partnertrans® GmbH Localisation Solutions - General Terms and Conditions

I. Scope of Application

 
1. These general terms and conditions shall apply to all contracts and working agreements entered into between Partnertrans® and contracting clients unless different terms are expressly prior agreed upon or stipulated.
 
2. The general business terms of the client are only to be deemed binding for Partnertrans® if Partnertrans® has explicitly accepted these terms in writing.. 
 

II. Scope of the Localization Project

1. The localization project will be completed with the greatest possible diligence according to the principles of normal business practice for the profession. The client shall receive the localized material that has been agreed upon in the contract.. 

III. Client Obligations as to Cooperation and Clarification

 
1. The client shall inform Partnertrans® in due course about special requests for the execution of the localization project (translation on disks or CD-ROMS, number of copies, readiness for press, formal aspects of the translation, audio resolution, etc.). Should the translation be intended for print or publication, the client is required to provide Partnertrans® with a correction copy
 
2. The client is to promptly and of his/her own accord furnish Partnertrans® with any and all available information and documents that may be necessary for the duly proper production of the translation (glossaries, illustrations, figures, tables, abbreviations, terminology lists, reference material, etc.). .
 
3. Any and all errors which may result from the disregard of these obligations shall not be remedied at the expense of Partnertrans®. 
 

IV. Complaints and Remedy

1. Partnertrans® reserves the right to remedy any possible errors or shortcomings. The client has the right to request remedy of any possible errors or shortcomings contained in the localization. A claim for such remedial action on the part of the client is not deemed valid without exact and precise indication of said error(s) or shortcoming(s) in writing. Should the revision or substitute delivery not be deemed acceptable as furnished, the parties are to revert to the applicable legal warranties regarding quality defects provided no other agreement has been reached 

V. Liability

 
1. Partnertrans® is to be liable solely in the event of gross negligence or intent. Liability in the event of slight negligence shall only be deemed present should contractually essential obligations be violated
 
2. Liability is in each case limited to the value of the relevant order.. 
 

VI. Occupational Secrets

 
1. Partnertrans® is herewith obliged to maintain confidentiality with respect to any and all facts which may become known to it in connection with its activity for the client. Partnertrans® agrees to treat all the material with the utmost confidentiality and shall only allow employees that are immediately involved with the localization project access to those documents unless it has received permission from the client.
 
2. Because texts, data, and other communication are sent electronically between the client and Partnertrans® as well as any persons contracted to perform the localization, Partnertrans® cannot guarantee absolute protection of corporate secrets and information and other confidential data and information. 
 

VII. Delivery Deadlines

 
1. Delivery deadlines shall only be binding once Partnertrans® has confirmed the deadlines in writing. The job shall be officially considered late once the first deadline mutually agreed upon in writing has passed. The client has the right to withdraw from the contract and refuse to accept the documents only after the delivery date has passed.
 
2. The client shall set delivery deadlines to the best of his knowledge and belief. These deadlines can only be estimated deadlines. A localization project shall be considered delivered once the localization material has been sent to the client.
 
3. In the case of delays that occur due to force majeure or other reasons which are not within the liability of Partnertrans® and if the delays substantially impede or make it impossible to meet the delivery deadline (i.e. strikes, lockouts, official orders, breakdown of important means of communication, etc.) – even if the delay occurs on the part of the subcontractors or clients, Partnertrans® shall be entitled to request a reasonable grace period even if the deadlines are mutually agreed upon.
 
4. In case the problem continues or promises to exist beyond the mutually agreed upon or guaranteed time period or appears that it will take longer, the client shall be entitled to withdraw from the agreement as far as the uncompleted portions of the agreement are concerned. If there is a delay or if Partnertrans® is released from its obligations, the client cannot make any claims for damages.
 

VIII. Remuneration

 
1. Partnertrans® shall be entitled to receive remuneration within the stipulated time period after the client has accepted and been billed for its services. The deadline for acceptance must be fair and reasonable and shall be a week at most.
 
2. In addition to the stipulated fees for its services, Partnertrans® has the right to be reimbursed for its actual expenditures as long as it is agreed upon with the client. For invoices for private customers, the statutory value added tax is included in the final price and listed separately on the invoice. In all other cases, it will be added to the final price where applicable. The supply of services to customers in non-EU countries is not liable to VAT. The supply of services to customers in EU countries is not liable to VAT if the client has supplied Partnertrans® with the company’s valid VAT ID number when placing the order.
 
3. In the case of extensive and/or lengthy localization projects, Partnertrans® may require an advance partial payment that is objectively necessary in order to realize the localization. In duly justified cases, Partnertrans® can stipulate that the delivery of work is contingent upon prior payment of the full fee.
 
4. If the final fee is not contractually agreed upon in advance, the final fee shall be contingent upon the type and difficulty of the text and based on an appropriate standard price. In this case, the rates listed in the Act on the Compensation of Witnesses and Expert Witnesses (Gesetz über die Entschädigung von Zeugen und Sachverständigen) shall be considered the minimum appropriate standard rates.
 
5. If an order is cancelled, all work that has already been completed shall be delivered to the client and the client will be billed for the work. 
6.  

IX. Reservation of Ownership and Copyright

 
1. The localization and any and all materials delivered by Partnertrans® remain the property of Partnertrans® until full and complete payment has been made.
 
2. Partnertrans® reserves all applicable copyrights.
 
3. The programs, methods, and systems used by Partnertrans® to create the localizations as well as any software developed by Partnertrans® for the preparation, processing, or post-editing of the localizations remain the property of Partnertrans®. The client may use the software within the scope of the relevant project; however, the client may not pass the software on to third parties without the express written consent of Partnertrans®. 
 

X. Applicable Law

 
1. This contractual relationship and all claims resulting from the relationship are governed by German law.
 
2. The effectiveness of the above-mentioned conditions shall not be affected by the invalidity or unenforceability of individual provisions.
 
3. Should individual provisions be or become ineffective, they shall be replaced by provisions that are effective and which come closest to the intent of the ineffective provisions.
 
4. Insofar as legally permissible, the place of performance and court of jurisdiction for both parties is the registered office of Partnertrans®.