General Terms and Conditions of Translation and Business
§ 1 General information and remit
1. The following Terms and Conditions of Translation and Business apply to all contracts between COMLOGOS GmbH & Co. KG (hereinafter: COMLOGOS) and its clients if they are businesspeople or a legal person under public law.
2. Deviating or supplementary general terms and conditions of the client shall only become part of the agreement once COMLOGOS has expressly acknowledged them.
3. The contractual language is German. Only German law applies.
§ 2 Contractual conclusion
1. COMLOGOS shall make the client a quotation for the translation or service requested on receipt of an oral, written or e-mail enquiry to this effect. A binding agreement is first subject to the purchase order being sent by the client by e-mail, fax or in the form of a signed purchase order. The agreement takes effect once COMLOGOS has confirmed the content of the purchase order in writing, in text format or by providing the service.
2. The quotations made by COMLOGOS are subject to change and non-binding. The prices quoted in each individual quotation are valid. The respective valid value added tax is payable in addition to the net prices quoted in the quotations.
§ 3 Services, terminology and subcontractors
1. COMLOGOS undertakes to translate the text provided by the client into the agreed target language in such a way that it does not contain any defects. COMLOGOS shall ensure that the text is translated in such a way that it is neither reduced nor supplemented, and that no changes are made to its content. However, COMLOGOS does reserve the right to insert comments, footnotes, etc. into the text in the target language for the purpose of text comprehension and/or to correct obvious errors; COMLOGOS shall point out such corrections to the client.
2. Unless otherwise agreed, the service to be provided by COMLOGOS shall comprise exclusively translating the text provided by the client into the target language. Proofreading, revision, subsequent formatting of the text, copy-editing, adding images and pictures as well as setting up texts, creating digital artwork or HTML/XML documents, shall be charged on the basis of the time spent unless otherwise agreed by the parties. In terms of the use of language, spelling and grammar, texts shall be translated in accordance with the generally accepted rules of the agreed target language. Specialist terminology and specialist vocabulary shall be translated on the basis of the most common and usual meanings. If the client would like specific terminology or a specific form or terminology or a form which differs from the generally accepted terminology or form to be used, this shall be used only if this has been expressly agreed. In such cases, the client shall provide instructions (sample texts, parallel texts, glossaries and similar). Upon request by COMLOGOS, the client shall provide specialist consultation.
3. COMLOGOS is certified according to DIN EN ISO 17100.
4. COMLOGOS is authorised to deploy subcontractors to fulfil its contractual duties. COMLOGOS warrants that it chooses each subcontractor properly and that the order is fulfilled expertly. Subcontractors of COMLOGOS are also trained, native speaker translators. COMLOGOS shall also oblige a subcontractor to confidentiality, as envisaged by the regulation in § 9 of these T+Cs.
§ 4 Client’s duties of cooperation
1. When requesting a quotation, the client shall inform COMLOGOS about the way in which it would like the text to be translated (purpose, delivery on data carriers, file format, where appropriate the number of copies, print-ready, external form of the translation, etc.). If the translation is intended for printing, COMLOGOS receives a proof for verification before printing. As a rule, the client shall provide COMLOGOS with the texts to be translated in electronic format. The source material must be legible and transmitted to COMLOGOS at the time and in the form specified by COMLOGOS. Amendments and additions to the source material shall, as a matter of principle, be transmitted to COMLOGOS after agreement with COMLOGOS; the amendments as against the original version shall be indicated. Alterations and additions may have an effect on both the agreed price and delivery time.
2. The client shall provide COMLOGOS with the information and documents necessary to translate the text when the assignment is granted (client’s specialist terminology, pictures, drawings, tables, abbreviations, internal terms, etc.).
3. The client warrants that translating the source text as well as publishing, distributing, selling and any other use of the translation to be provided does not breach rights of third parties and that it is has unrestricted authorisation to have the text translated. The client shall indemnify COMLOGOS against all related claims by third parties.
§ 5 Acceptance, duty to notify of errors, subsequent improvement, warranty period
1. Once the service has been completed, the text or the agreed service shall be provided to the client in the requested form in writing or in text format. If the client does not raise any objections within 14 days from receipt of the translation or the agreed service, the translation or the agreed service shall be deemed to have been contractually accepted.
2. Apparent defects shall be reported without delay and within 14 days at the latest.
3. The client shall notify COMLOGOS of an apparent defect in writing or in text form within the 14-day period and ask COMLOGOS to remedy the defect concerned within a reasonable period. Should subsequent improvement fail, the client shall grant COMLOGOS a second opportunity to remedy the defect. If this is also unsuccessful, the client is entitled to request that the agreement be reversed or that the agreed fee be reduced.
4. Concealed defects shall be notified to COMLOGOS within a period of 14 days after discovery of the defect. In all other respects, § 5.3 of these General Terms and Conditions applies.
5. The warranty period is 12 months from acceptance. This shall not apply where COMLOGOS’ liability is mandatory under the statutory provisions as set out under § 6. Statutory provisions apply in such cases.
§ 6 Liability
1. COMLOGOS’ liability is subject to the statutory provisions in cases of intent or gross negligence. Liability for warranties is regardless of fault.
2. For simple negligence, COMLOGOS shall be liable only under the provisions of the Product Liability Act (Produkthaftungsgesetz) for injury to life, body or health or for the breach of essential contractual duties. An essential contractual duty is one which must be met for the contract to be properly performed at all and on the performance of which the contractual partner is regularly entitled to rely. However, compensation claims for slightly negligent breaches of essential contractual duties are limited to the foreseeable damage, typical for the type of agreement, unless there is liability for injury to life, body or health. Foreseeable damage, typical for the type of agreement, is damage which falls under the respective contractual or statutory provision infringed. COMLOGOS shall be liable to the same extent for the fault of vicarious agents and representatives.
3. The provisions of the above subsection also apply to compensation in addition to the service, compensation in place of the service and reimbursement claims owing to futile expenditure, irrespective of the legal ground, including liability for defects, default and impossibility.
4. No reversal of the burden of proof to the disadvantage of the client is associated with the above provisions.
§ 7 Delivery times and default
1. Unless COMLOGOS has expressly specified that a delivery date is binding, it shall not constitute a binding or guaranteed delivery date.
2. If COMLOGOS negligently defaults on the agreed service and if the client makes it credible that it suffered damage as a result of the default, the client can claim liquidated damages (pauschalierter Schadenersatz). The liquidated damages shall be 1 % of the agreed fee for each full day of the delay up to a total maximum of 50 % of the agreed fee. The client’s right to rescind the agreement remains unaffected.
3. No reversal of the burden of proof to the disadvantage of the client is associated with the above provisions.
§ 8 Rights of use and copyrights
1. If through the service provided by COMLOGOS entire works or parts of works, within the meaning of copyright law, are created, the client is entitled to use and commercialise the works in consideration of the service provided to it for the contractually-agreed purpose. This right is not restricted in terms of territory, content or time. Within the framework of the contractually-agreed purpose, the client is entitled to edit and change the service and to transfer it to third parties. In this case, the client is authorised to name the third parties as the originator only in coordination with COMLOGOS. Use of the service provided by COMLOGOS for a purpose other than the contractually-agreed purpose is subject to the express consent of COMLOGOS.
2. § 8.1 sentences 1 and 2 of these General Terms and Conditions do not apply to certified translations. A certified translation is a translation which a court-appointed translator certifies is a complete and accurate translation of the original. Translations of official documents (e.g. commercial register extracts, deeds or references) must usually be certified. The client may not edit or change a certified translation.
3. If COMLOGOS creates a specific terminology database or a translation memory (‘TM’) during the activity for a client or if COMLOGOS adds to existing databases, in derogation from § 8.1 COMLOGOS shall be exclusively entitled to the copyrights and utilisation rights in the database. This does not apply where the parties have expressly agreed otherwise.
§ 9 Confidentiality
1. COMLOGOS shall treat the assignments and the information received with the assignments strictly confidentially even after completion of the respective assignment.
2. COMLOGOS shall offer to enter into separate confidentiality or non-disclosure agreements with clients.
§ 10 Remuneration and terms of payment
1. Unless the parties have expressly agreed otherwise, COMLOGOS shall invoice the client for the agreed service directly after transmitting the translation or the service agreed in accordance with § 3. The invoice shall be due for payment immediately.
2. Where the order volume exceeds € 2,000, 30 % of the agreed fee shall be due for payment when the contract is awarded. § 10.1 of these General Terms and Conditions applies to payment of the remaining amount.
3. The rights associated with the translation or the service shall remain exclusively with COMLOGOS until full payment of the remuneration
§ 11 Data privacy provision
1. These data privacy notices apply to data processing by COMLOGOS.
Responsible body: COMLOGOS GmbH & Co. KG, Welfenstr. 15 70736 Fellbach, Germany.
2. Clients of COMLOGOS can expect their orders to be processed smoothly. In the process, storing certain items of client data using technical means is unavoidable. When accepting an order, COMLOGOS collects a series of items of personal data as ‘basic data’ which are necessary to process the order smoothly. Only those items of data which are absolutely necessary to perform the contract are saved. COMLOGOS collects and uses client personal data only in the framework of the data protection law provisions applicable in the Federal Republic of Germany. COMLOGOS collects, processes and uses the following information:
title, first name, surname, a valid e-mail address, address, telephone number (landline and/or mobile number), further information necessary for the purpose of processing any claims to performance or warranty claims as well as enforcing any claims against the client.
The data is collected for the purpose of identifying the client as a client, performing the service commissioned properly and promptly, invoicing, and for the purpose of processing and enforcing reciprocal claims. The data processing is performed at the request of the client and necessary within the meaning of point (b) of the first sentence of Article 6(1) GDPR.
3. The personal data collected by COMLOGOS for the purpose of processing the order will be saved until expiry of the statutory retention obligation and will then be routinely deleted unless they are still required for the purpose of performing the contract or for contractual negotiations and/or COMLOGOS has a legitimate interest in continuing to store them. Should erasure be necessary following the exercising of intervention rights, the data concerned will be erased without delay.
4. Personal data of the client will be passed on to third parties where this is necessary on the basis of point (b) of the first sentence of Art. 6(1) GDPR for the purpose of processing the order. This especially includes forwarding personal data to subcontractors of COMLOGOS or to the postal service commissioned to deliver the translation. The forwarded data may be used by the third party only for the purposes mentioned. In all other respects, personal data shall be forwarded to third parties only with the client’s consent.
Should it be necessary to transmit personal data to third parties who have their Registered Office in a country in which GDPR does not apply, COMLOGOS will forward this data only to third parties which he contractually agreed to comply with GDPR regulations.
5. The client has the right on the basis of Art. 7(3) GDPR to withdraw any consent it has already granted at any time by informing COMLOGOS accordingly. The consequence of this is that COMLOGOS in future must not continue to process data based on this consent; on the basis of Art. 15 GDPR to request information about the personal data processed by COMLOGOS. The client can especially request information about the purposes of the processing, the categories of the personal data processed, the recipients or the categories of recipients to whom its data have been or will be disclosed, where possible, the envisaged period for which the personal data will be stored or, if not possible, the criteria used to determine that period, the existence of the right to request rectification or erasure of personal data or restriction of processing of personal data or to object to such processing, the existence of the right to lodge a complaint with a supervisory authority, the information available about the source of its data where these were not collected by COMLOGOS, as well as the existence of automated decision-making, including profiling and any meaningful information about the logic involved; on the basis of Art. 16 GDPR to have inaccurate personal data concerning it stored by COMLOGOS rectified or to have incomplete personal data completed; on the basis of Art. 17 GDPR to have its personal data stored by COMLOGOS erased without undue delay unless the processing is necessary for the purpose of exercising the right of freedom of expression and information, for compliance with a legal obligation, for reasons of public interest or for the establishment, exercise or defence of legal claims; on the basis of Art. 18 GDPR to request the restriction of processing of its personal data if the accuracy of the personal data is contested by it, the processing is unlawful but it opposes the erasure, COMLOGOS no longer needs the personal data but the client requires this data for the establishment, exercise or defence of legal claims or it has objected to processing pursuant to Article 21 GDPR; on the basis of Art. 20 GDPR to receive the personal data which it has provided to COMLOGOS in a structured, commonly used and machine-readable format or to request that they be transmitted to another controller; on the basis of Art. 77 GDPR to lodge a complaint with a supervisory authority. As a rule, the client can contact the supervisory authority of its usual place of residence, place of work or the place where COMLOGOS is established.
6. Where personal data of the client are processed on the basis of legitimate interests in accordance with point (f) of the first sentence of Art. 6(1) GDPR, it has the right, in accordance with Art. 21 GDPR, to object, on grounds relating to its particular situation, to the processing of its personal data.
7. If the client wishes to exercise its objection right, it is sufficient to send an e-mail to: firstname.lastname@example.org
8. COMLOGOS has implemented technical and organisational security measures to protect data, particularly against loss, tampering or unauthorised access. COMLOGOS adjusts the security precautions regularly to meet continuous technical development.
§ 12 Place of jurisdiction
Place of jurisdiction for all claims and legal disputes from the contractual relationship is Waiblingen (Waiblingen Local Court and Stuttgart Regional Court). However, COMLOGOS is also furthermore authorised to take legal action at the client’s head office.
The text of the above General Terms and Conditions has been produced by Rechtsanwalt (lawyer) Hermann J. Bauch, Paul-Finger-Str. 12, 50858 Cologne, where it is not a literal or equivalent rendering of the statutory requirements. The content is subject to German copyright law. Reproduction, processing, dissemination and any kind of use outside of the limits of copyright law shall require the written consent of the law firm Rechtsanwaltskanzlei Hermann J. Bauch.