Terms and Conditions
General terms and conditions
Globeltag GmbH, 2017
§1 Effectiveness of terms
Globeltag renders its services exclusively on the basis of these terms and conditions. Deviating purchasing conditions or other terms of the customer’s are herewith expressly rejected. With regard to merchant customers, these terms shall also apply to all future business relations, even if they are not expressly agreed again. Ancillary agreements, assurances, and other agreements, as well as changes and amendments to the contract must be made in writing to be effective. Globeltag operates a consulting service, a documentation service, a translation service, and implements adaptation programming projects. The translations are not performed directly by Globeltag but by the independent technical translators contracted by Globeltag. In all cases, however, the contractual relations exist exclusively between the client and Globeltag and not the individual translator directly.
§2 Conclusion of the contract
Upon acceptance of a written offer based on a pricing calculation delivered to the customer by Globeltag via HUBTREE portal or e-mail, or upon performance of the first contractual act based on an offer proffered by Globeltag, the contract with the customer shall be concluded. Unless otherwise agreed, pricing calculations by Globeltag shall always be subject to change and non-binding. Globeltag may make the conclusion of the contract contingent upon the presentation of a written proof of authority, advance payment, or a certificate of guarantee from a German bank. Delivery dates shall only be binding if they have been confirmed in writing by Globeltag.
§3 Scope of services/rights of use for translation projects
Globeltag undertakes to represent a text specified by the customer in a different language, correct in subject matter and terminology, and to ensure that the translation is implemented without abbreviation, addition, or other changes of contents. Such translations are implemented, depending on the nature of the source text, literally or figuratively and true to its intention, based on the average generally accepted quality standards of the translation industry for the respective language area. Only text is translated. Additional services such as DTP, printing, HTML files, etc. will be specially agreed upon concluding the contract and invoiced separately.
§4 Acceptance/duty of inspection, notification, and rejection
When the translation is completed, the translated text is provisioned to the customer via data record on the HUBTREE server or via e-mail to be downloaded. At the same time, the customer will be notified by e-mail or fax of the completion of the job. Notice shall be given in writing of obvious shortcomings of the translation or edited texts immediately after download or receipt by the receiving area of the customer (if sent by other channels), detailing the specific shortcomings. In case of obvious shortcomings, phrase 1 shall apply immediately after the inspection to be implemented without delay, in case of hidden shortcomings, it shall apply immediately after discovery. Globeltag will inform customers specifically of the significance of the duty of inspection, notification, and rejection when notifying them of project completion. If a written notification is not issued within 14 days at the latest, the translation shall be considered rendered in compliance with the contract. Other forms of delivery, e.g. by post, e-mail, or fax, will only be employed after special express agreement.
If the translation or edited text deviates from the respective agreed requirements, the customer shall set a reasonable deadline to allow Globeltag to remedy the shortcomings. A correction is impossible if the deviations were caused by the customer themselves, e.g. by providing incorrect or incomplete information or defective source texts. After expiry of the deadline given, the customer may demand the rescission (amendment) of the contract or the reduction of the compensation (abatement) if the shortcoming was not remedied in a timely fashion. Claims shall be excluded if the deviation for the purposes of para. 1 reduces the value or usefulness of the translation only negligibly. A deadline need not be defined if the customer expressly declared upon concluding the contract that, after expiry of the stated delivery date, the rendering of the contractual service becomes useless to them.
§6 Remuneration/payment conditions
Unless contractually agreed otherwise, Globeltag shall invoice the agreed services to the customer at the respective applicable rates or minimum project fees and conditions plus the respective applicable compulsory value-added tax. The respective remuneration due will be payable immediately without deductions upon issuance of the invoice. In case of default, Globeltag shall be authorized to charge interest on arrears at the rate of 8% above the respective rate of the European Central Bank p.a. If Globeltag is able to prove greater damage caused by the delay, it shall be entitled to claiming compensation therefor. The customer is entitled to proving to Globeltag that the delayed payment resulted in no or a significantly lesser damage. The translation and the edited content and the pertinent rights (e.g. moral rights, property rights, and rights of use) shall be subject to retention of title (legal proviso) until the remuneration is paid in full.
§7 Right of setoff and retention/ covenant not to assign
The customer can only offset the claims made by Globeltag with uncontested or legally determined claims. The customer is granted the claim to a right of retention only for such counterclaims as arise from the same contractual relation as the claims to be offset by the right of retention. The assignment of rights arising from this contract shall not be permissible without prior consent by Globeltag.
The customer can terminate the contract at any time prior to the translation being completed. If a contracted project is cancelled by the customer, the cost incurred up to this point in time must be paid on a prorated basis, depending on the degree of completion as applicable. The claim for payment of costs shall in any case amount to a minimum of 50% of the contract value. Documents provisioned by the customer for the translation or edited texts shall be promptly returned without further demand after completion or termination. The data received from the customer within the scope of the contract or the translation in electronic file form itself shall remain with Globeltag for archiving purposes. Such data shall only be deleted upon express request by the customer.
§9 Liability/limitations of liability
The customer shall be liable for shortcomings of the source text. For defects in artwork masters, liability is excluded if the galley proofs were not made available to Globeltag. Liability for damage arising from the customer passing on the delivered product without inspection is excluded. Claims for damages arising from the contract, fault upon concluding the contract, positive breach of contract, or delay, both vis-à-vis Globeltag and related to its employees and vicarious agents, are excluded, unless there is willful intent or gross negligence, or if assured characteristics are absent. This disclaimer shall not apply if significant contractual obligations (cardinal obligations) are affected in cases of slight negligence. Globeltag does not assume liability for loss of performance or delays caused by force majeure and due to unpredictable temporary impediment to performance not caused by Globeltag, in particular strike and lock-out, as well as failure of communication networks and gateways of other providers. Unless other provisions of these terms and conditions exclude liability, the latter shall be limited in its scope to the proven, predictable damage vis-à-vis merchant customers in case of damage arising from the use of Globeltag services, or the transmission and storage of data by Globeltag, because the storage or transmission of data was not performed by Globeltag as required, or was caused by the loss of texts and documents for which Globeltag is at fault. There shall be no additional liability.
§10 Exclusion of warranty (caveat emptor)
Unless otherwise agreed, Globeltag does not warrant permissibility and suitability of the respective translation or edited texts for the purposes intended by the customer. This applies in particular in case such content is published or used for promotional purposes. The legal risk concerning usefulness or publication shall be borne solely by the customer in this respect.
§11 Confidentiality/computer viruses/data protection
Globeltag endeavours to maintain confidentiality of the transmitted texts using state of the art technology. However, Globeltag cannot warrant that 100% confidentiality is ensured, as unauthorized third-party access to the texts transmitted cannot be fully excluded due to the nature of electronic data communications. Globeltag also endeavours to check the electronic data communications for viruses or potentially present malware based on the technological state of the art. However, 100% protection against viruses or acts of sabotage cannot be ensured, even if due diligence is indeed applied. The customer is expressly informed about the remaining residual risk. The customer is hereby informed as per §33, para. 1 of the German Federal Data Protection Act (BDSG) that Globeltag electronically processes personally identifying data in machine-readable form to be used for tasks resulting from this contract. Where Globeltag contracts third parties to render the services offered, Globeltag shall be authorized to disclose data of its contractual partner in compliance with the provisions of §28 BDSG. In addition, it shall be authorized to transmit data in cases where the detection, control, elimination of disturbances and faults in the systems of the company Globeltag, as well as in the systems of contracted third parties, so require. Globeltag declares that its employees and vicarious agents who act within the scope of this contract have been committed to compliance with data protection as per §5 BDSG, and that Globeltag has taken the technical and organisational measures required as per §9 BDSG to demonstrate compliance with the provisions of the BDSG.
§12 Prohibition of enticement
The customer undertakes not to recruit translators/service providers employed in-house or subcontracted by Globeltag, or to hire them without consent from Globeltag, for the duration of the cooperation between the parties and for a period of one year thereafter. In each case of culpable breach of this provision, the customer commits to paying a contractual penalty the amount of which shall be determined by Globeltag as applicable and which, in case of dispute, shall be reviewed by the competent court. This commitment shall also apply to incitement, hiring, or subcontracting of sworn translators who had been active previously as subcontractor, employee, or in another capacity for Globeltag. A plea of continuation of the violating offence is precluded.
§13 Final provisions
Place of performance for all contractual services shall be the headquarters of Globeltag at Bardowick, Federal Republic of Germany. If the parties have agreed on the written form, such stipulation shall be deemed satisfied by e-mail and fax transmission, as well. Contracts that are concluded on the basis of these Terms and Conditions shall be subject to German law exclusively. The provisions of the UN Convention for the International Sale of Goods are invalid as far as possible. The Globeltag headquarters shall be the place of jurisdiction vis-à-vis merchant-only customers for all disputes arising from this contractual relation. The same shall apply to cases where the customer has no domestic general place of jurisdiction (any more) or if their place of residence or usual domicile is not known at the time of filing a claim. Globeltag is, however, also entitled to file a claim at the customer’s headquarters or place of residence. In case a provision of this agreement is or becomes null and void or unenforceable in part or as a whole, the effectiveness of the remaining provisions shall remain unaffected. Rather, a replacement provision to correspond with or at least approach the purpose of the contract, which the partners would have agreed to accomplish the same business result had they been aware of the unenforceability of the provision in question, shall take the place of the void provision. The same shall apply to omissions.