General Terms and Conditions for Customers

§ 1 - General

(1) The following General Terms and Conditions (GTC) apply exclusively to all existing and future legal transactions between Toptranslation GmbH, Ferdinandstraße 29-33, 20095 Hamburg (hereinafter "Toptranslation") and the customer. The GTC shall apply to all future orders, offers, deliveries and services within the framework of an ongoing business relationship, even without express inclusion. The application of all other contractual, business, purchasing and delivery conditions of the customer is hereby expressly rejected, unless Toptranslation explicitly recognizes this in individual cases. The written form is required in this respect. Any conflicting prohibition of assignment is hereby expressly contradicted.

(2) Toptranslation offers the client high-quality translation services.

§ 2 - Conclusion of contract

(1) Toptranslation prepares an offer for a translation on the basis of the information and data provided by the customer.

(2) Upon acceptance of this offer, the translation contract between the customer and Toptranslation is concluded on the terms and conditions stated in the offer.

(3) If the contract is concluded verbally, Toptranslation is entitled to have the terms of the contract set out in writing and to receive a signed version of the contract.

(4) Toptranslation can reject the translation of a text. This applies in particular in cases in which texts with criminal content and texts that offend common decency are submitted for translation, as well as if it appears unreasonable to expect the text to be translated to a reasonable quality within the period specified by the customer due to the difficulty and/or scope of the original.

§ 3 - Scope of services

(1) Toptranslation shall produce the translation on the agreed terms. Unless otherwise agreed, Toptranslation produces and delivers an edited translation. Toptranslation undertakes to translate a text provided by the customer into the agreed language(s) or have it translated and to ensure that the translation is carried out without abridgements, additions or other changes to the content. Depending on the meaning of the original text, translations are carried out literally or analogously and in accordance with the generally accepted quality standards of the translation industry in the respective language area. Individual specialist terminology introduced by the customer will only be taken into account if agreed accordingly.

(2) Toptranslation is entitled to use suitable and verified third parties to provide the translation service. The customer's contractual relationship exists exclusively with Toptranslation. In the case of urgent orders that require the service to be divided among several employees, no guarantee can be given for uniform terminology. The creation or expansion of terminology or a glossary shall only take place by express agreement.

(3) Toptranslation delivers the finished translation in the agreed form. Unless otherwise agreed, certifications, adaptations of foreign-language advertising texts, web and software localization, text entry, typesetting and printing work, formatting and conversion work, express deliveries, the creation and expansion of a terminology list or a glossary are not part of the contract.

(4) Delivery dates are only binding if they have been expressly agreed by the parties. In the event of force majeure and circumstances for which Toptranslation is not responsible, the deadline shall be extended accordingly. The customer is obliged to inform Toptranslation in individual cases of the relevance of meeting a specific delivery deadline.

(5) Text templates shall only be returned at the request and risk of the customer.

(6) If the customer wishes to publish the translated text or use it for advertising purposes or have the translation formulated in a certain style, he must provide clear information, glossaries and style and text specifications for the text to be published or for the adaptation of the advertising text when placing the order. If he conceals the aforementioned purposes of use when placing the order and the text is later published or used for advertising purposes, he may not claim damages resulting from the fact that the publication or advertising has to be repeated due to a translation error or a defective adaptation. In this case, Toptranslation reserves the right to assert claims for infringement of copyright regulations. The customer must send Toptranslation a proof for approval before printing. If he prints without Toptranslation's approval, this shall be at his full expense and he shall also be fully liable for consequential damages.

§ 4 - Obligations of the customer to cooperate

(1) The customer must provide Toptranslation with the text to be translated in an open version or in a version that can be edited with standard word processing programs.

(2) In addition, the customer must provide Toptranslation with all information, documents and materials required for the contractual translation when placing the order. This includes, in particular, existing pre-translations, word lists or individual specialist terminology of the customer as well as the intended use and purpose of the translation.

(3) The acceptance of the service or delivery, including partial deliveries, is a primary obligation of the customer. If the customer refuses or fails to accept the goods, he shall be in default of acceptance without any further reminder and shall be liable for all damages incurred.

(4) The data received from the customer as part of the order or the translation itself in the form of a file shall remain with Toptranslation for archiving purposes. This data will only be deleted at the express request of the customer.

§ 5 - Rights of use

Toptranslation transfers to the customer - subject to full payment of the due and undisputed remuneration - the exclusive exploitation and usage rights to the translation, without restriction in terms of time, content and location, as well as any other property rights to the translation. The customer may transfer these rights to third parties without notifying Toptranslation in advance and without Toptranslation's consent being required.

§ 6 - Remuneration

(1) The agreed remuneration shall apply. The remuneration details in the offer are exclusively in euros, unless another currency has been expressly agreed. Exchange rate risks shall be borne by the customer. These are net amounts to which the applicable value added tax must be added, insofar as this is required by law.

(2) Remuneration is usually based on word-based or line-based billing, taking into account the language combination, the difficulty, the subject area of the translation or as a lump sum. Surcharges are levied depending on how short the delivery times are. The agreed conditions of the translation contract shall take precedence.

(3) Unless otherwise stated in writing, the prices quoted for translation services are per translated word or per translated line. Started lines of more than 30 characters count as full lines. A minimum rate is charged if the agreed word price or line price multiplied by the number of words or lines does not exceed the minimum rate.

(4) The agreed remuneration shall be due for immediate payment without deduction upon delivery of the translation and after invoicing. Toptranslation will invoice the customer accordingly. The claims must be paid within 14 days. In the event of late payment, Toptranslation is entitled to claim damages for default. In the event of late payment, Toptranslation is entitled to charge interest on arrears at a rate of 8% p.a. above the prime rate of the European Central Bank. If Toptranslation is able to prove a higher damage caused by delay, Toptranslation is entitled to claim this. The customer is entitled to prove to Toptranslation that no or significantly less damage has been incurred as a result of the delay in payment.

(5) For initial orders, Toptranslation is entitled to demand an advance payment of 50% of the order volume upon conclusion of the translation contract and before the start of the translation service. Follow-up orders are due for payment after the service has been rendered. In the event of default on more than one debt, all of Toptranslation's claims against the customer are due for payment immediately.

(6) Special and additionally agreed services shall incur a surcharge or be invoiced on a time and material basis. Certification, adaptation of foreign-language advertising texts, web and software localization, text entry, typesetting and printing work, formatting and conversion work, exclusive revision, proofreading work, express deliveries, the creation and expansion of a terminology list or glossary are invoiced separately according to time and effort or by agreement.

(7) If the order is canceled by the customer, Toptranslation is entitled to charge the customer cancellation fees and cancellation fees of up to one hundred percent of the agreed fee. Toptranslation may, however, offset any expenses it saves as a result of the termination of the contract.

(8) Furthermore, Toptranslation is entitled, after prior notification, to exercise the right of retention for all pending deliveries or to demand advance payments.

§ 7 - Assignment/offsetting/right of retention/retention of title

(1) The translation and the associated rights (e.g. moral rights, exploitation rights and rights of use) are subject to retention of title and legal reservation until all existing claims against the customer have been settled in full. It is not necessary to withdraw from the contract in order to assert Toptranslation's rights of retention of title, unless the customer is a consumer.

(2) The assignment of the customer's rights requires written consent.

(3) The customer can only set off undisputed or legally established claims against Toptranslation's claims. The customer shall only be entitled to assert a right of retention on the basis of counterclaims arising from the same contractual relationship as the claims against which the right of retention is asserted.

§ 8 - Acceptance and warranty

(1) The customer must check the delivered translation for defects without delay. Obvious defects in the translation must be reported to Toptranslation immediately in writing, hidden defects immediately after their discovery.

(2) If no written complaint is made within 10 days at the latest, the translation shall be deemed to have been provided and accepted in accordance with the contract.

(3) The customer shall be liable for defects in the text template.

(4) If the translation deviates from the agreed requirements, the customer must set Toptranslation a reasonable deadline for rectification. Rectification is excluded if the deviations were caused by the customer himself, e.g. due to incorrect or incomplete information, incorrect original texts or changes to the translation provided. In all other respects, the statutory warranty provisions shall apply. In the event of justified and properly notified defects, Toptranslation has the right, at its own discretion, to rectify the translation at least twice or to produce a new translation. The customer remains obliged to accept the service provided and to make payment.

(5) The customer is only entitled to withdraw from the contract or to perform the service himself in cases of delay in performance, rectification and impossibility for which he is responsible, as well as in other cases, if the deadline has been significantly exceeded and he has set Toptranslation a reasonable grace period.

§ 9 - Liability

(1) Toptranslation is not liable for ensuring that the respective translation is permissible and suitable for the customer's intended purpose. This applies in particular in the event that the translation is published or used for advertising purposes. In this respect, the customer alone bears the legal risk of usability or publication.

(2) Toptranslation is not liable for inaccurate, unclear, incomplete, erroneous and incorrect information or terms within the source texts, templates, information and specialist terminology provided by the customer or in the wording of the order.

(3) There is no liability for delays or deficiencies in execution caused by incorrect, incomplete, misleading or illegible information provided by the customer, including information in the translation specifications, and circumstances for which Toptranslation is not responsible.

(4) Otherwise, Toptranslation is only liable for damages caused by intentional or grossly negligent breaches of duty by Toptranslation, its legal representatives or vicarious agents. This shall apply accordingly in the event of a breach of pre-contractual or ancillary contractual obligations as well as in the event of defects and consequential damages. Toptranslation's liability for damages under the Product Liability Act and for damages due to injury to life, limb or health remains unaffected by this exclusion of liability.

(5) Toptranslation is also not liable for disruptions due to force majeure, closure and restriction of operations, network and server errors, viruses and for connection and transmission errors and other disruptions for which Toptranslation is not responsible, absence of teachers or interpreters, and similar cases. In such cases, Toptranslation is entitled to withdraw from the contract in whole or in part. The same applies if Toptranslation has to close or restrict operations, in particular the online service, in whole or in part on individual days or for a certain period of time for an important reason. Toptranslation is not liable for damage caused by viruses, Trojans, autodialers, spam mails or similar data. The IT systems (network, workstations, programs, files, etc.) are regularly checked for viruses and harmful data. For deliveries of files by e-mail or other remote transmissions, the customer is responsible for a final virus and data check of the transmitted data and text files. Any claims for damages will not be recognized by Toptranslation. Electronic transmission is at the customer's risk. Toptranslation is not liable for damaged, incomplete or lost texts and data due to electronic transmission. When texts and data are transmitted electronically between the customer and Toptranslation, no absolute protection of confidentiality is granted due to the possibility of external intervention.

(6) Toptranslation is not liable for any loss of profit suffered by the customer in the above-mentioned cases.

(7) In the event of slight negligence, liability shall otherwise be limited to twice the invoice value of the delivery or service causing the damage and to a maximum of twenty thousand euros and, in commercial transactions, in the event of intent and gross negligence on the part of vicarious agents, to three times the invoice value of the delivery or service causing the damage and to a maximum of thirty thousand euros. The obligation to pay damages specified herein is always limited to typical direct damages foreseeable at the time of conclusion of the contract. The liability limits are reduced to one third if the customer is insured against damage. The customer has a comprehensive duty to cooperate: He undertakes to check that every service supplied by Toptranslation is free of defects and usable in the specific situation before using the service elsewhere. Toptranslation is not liable for consequential damages, such as faulty printing, if the customer has not fulfilled his obligation to cooperate in a comprehensive and timely manner.

§ 10 - Third-party rights and indemnification

(1) The customer shall ensure that there are no third-party rights to the texts to be translated that would prevent them from being edited and translated or passed on to third parties for translation. Toptranslation is entitled to request suitable documentation to clarify these rights if necessary.

(2) The customer indemnifies Toptranslation and its subcontractors from any liability for third-party claims based on the use, processing, exploitation or reproduction of this information, documents and other items or their processing.

§ 11 - Secrecy

(1) Toptranslation will treat as confidential the information about the customer that comes to its knowledge in the context of the contractual relationship, as well as the documents and materials handed over, and undertakes not to use or exploit this information or to pass it on to third parties without express written consent, unless this is necessary in the context of the fulfillment of the contract. Disclosure to third parties for the purpose of translation is permitted. Toptranslation undertakes to oblige these third parties to maintain confidentiality.

(2) If stricter confidentiality obligations are to be observed when processing certain documents, the customer is obliged to expressly inform Toptranslation of these requirements in writing when placing the order and to provide the programs, codes and passwords to be used.

(3) The customer agrees that his data will be stored by Toptranslation in accordance with data protection regulations for the purpose of fulfilling the order.

§ Section 12 - Advertising rights

Toptranslation is entitled to use the customer's name and brand as a reference in its own advertising.

§ 13 - Non-solicitation clause

If Toptranslation uses a third party to carry out the translation, the customer may not directly or indirectly employ, engage or commission this third party without Toptranslation's permission before 12 months have elapsed since the end of the order. For each case of culpable infringement, the customer undertakes to pay a contractual penalty to be determined by Toptranslation and, in the event of a dispute, to be reviewed by the competent court.

§ 14 - Final provisions

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance is the registered office of Toptranslation GmbH. The place of jurisdiction for all disputes arising from the contractual relationship is Hamburg, provided that the customer is an "entrepreneur" within the meaning of § 14 BGB. In all other cases, the statutory place of jurisdiction shall apply.

(3) Should individual provisions of the respective contract between the parties be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the respective contract.