Our General Terms and Conditions
§ 1 Scope of Application
Unless expressly agreed otherwise or required by law, the following General Terms and Conditions (GTC) shall exclusively apply to contracts concluded by ProLinguo GmbH, Im Werkhof, Schaufelder Str. 11, 30167 Hanover – hereinafter “ProLinguo” – and the customer – hereinafter: the “Client”. In addition, ProLinguo’s Terms and Conditions for Interpreting Services shall apply to interpreting assignments.
Unless expressly approved on a case-by-case basis, ProLinguo herewith expressly objects to any contradictory business terms of the Client.
§ 2 Conclusion of Contract
- ProLinguo provides translation, interpreting, localisation, subtitling and foreign language services. Where the object of the contract is to provide translations, localisation of software or websites, subtitling or other linguistic work results, the term “work” will be used below. The term “interpreting services” is used if the subject of the contract is interpretation.
- Based on the information and documents provided by the Client, ProLinguo will provide a quotation. For this purpose, the Client must provide ProLinguo with, in particular, information about the source and target language, the technical subject and purpose of the text, special requirements regarding terminology, and specifications for the execution of the work (external appearance of the work, storage on certain media, etc.) and delivery deadlines. The Client must provide ProLinguo with all information and documents required for the production of the work or provision of the interpreting service.
- The contract between the Client and ProLinguo is concluded upon acceptance of the quotation and is subject to the conditions stated in the quotation.
§ 3 Scope of Performance
- ProLinguo will produce the work or provide the interpreting service according to the agreed terms and conditions. Unless otherwise agreed, ProLinguo will create and deliver translations, software and website localisations as well as subtitling in accordance with ISO 17100, prepared by a native-speaker translator and reviewed by a second translator who is likewise qualified. Interpreting services are provided by a qualified interpreter. ProLinguo undertakes to convey the text provided by the Client correctly and in accordance with the typical, generally accepted quality standards of the translation industry. If the Client does not provide any specific terminology, technical terms will be translated, unless otherwise agreed, into the commonly used, lexicographically acceptable or generally comprehensible target version.
- If the work is to be printed or published online, the Client shall verify – prior to printing or online publication – that the final text does not contain any errors. ProLinguo offers to perform such verification (proofreading in the original layout), which may be part of the initial assignment or commissioned separately. If a Client prints or publishes the work without prior release by ProLinguo, they shall do so at their own risk and shall be fully liable for any subsequent damages.
- ProLinguo is entitled to make use of suitable, qualified third parties to provide the agreed service. A contractual relationship shall exist only between the Client and ProLinguo.
- ProLinguo shall deliver the completed work in the agreed form.
- Delivery dates shall be binding only if expressly agreed by the Parties. In the event of force majeure or circumstances beyond the control of ProLinguo, the delivery deadline shall be postponed accordingly.
§ 4 The Client’s Duties of Cooperation
- The Client shall make the text to be processed (source text) available to ProLinguo in a version that can be processed with conventional text and graphics processing programs.
- When commissioning the service, the Client shall provide ProLinguo with all information and documents that are necessary for the contract-compliant performance of the agreed services (illustrations, explanations of abbreviations, lists of company-specific technical terms, previous translations, etc.).
- With interpreting assignments, the Client is obliged to provide a full set of all relevant documents in time to ProLinguo. See also in this regard ProLinguo’s Terms and Conditions for Interpreting Services.
- Acceptance of the services or deliveries, including partial deliveries, is a cardinal obligation of the Client. If the Client fails to accept the services or deliveries, the Client shall be in default of acceptance without further notice and shall be liable for all resulting damages.
§ 5 Rights of Use
- Subject to full payment of all due and uncontested remuneration, ProLinguo shall transfer to the Client the temporally, substantively and geographically unrestricted, exclusive rights of exploitation and rights of use in the work.
- Rights of use and copyright in the interpreting services remain with the interpreter. See also in this regard ProLinguo’s Terms and Conditions for Interpreting Services.
- ProLinguo works with computer-assisted translation tools (CAT tools) based on translation memory systems and term bases. Unless the agreement expressly stipulates that translation memories or other databases compiled by ProLinguo are to be provided or are part of the delivery, those memories or databases remain the property of ProLinguo. At ProLinguo’s sole discretion, the translation memory or other databases may be provided to the Client at a subsequent stage. ProLinguo reserves the right to charge a processing fee for any necessary updates.
§ 6 Remuneration / Payment Terms
- The agreed remuneration shall apply.
- Prices cover the scope of delivery and performance stipulated in the order confirmation. Additional or special services shall be calculated separately. All prices are stated in euro and are exclusive of the applicable value-added tax.
- The agreed remuneration shall be due for immediate payment upon delivery and after invoicing, without deductions. ProLinguo shall issue an invoice to the Client for the relevant amount. The invoice is payable within 14 days.
- ProLinguo is entitled to exercise – after prior notification – a right of retention for all performances still outstanding or demand an advance payment.
§ 7 Acceptance and Warranty
- The Client is required to check the delivered work for error without undue delay. Evident errors must be notified without undue delay to ProLinguo; errors which are not immediately evident must be notified without undue delay after their discovery.
- Unless a written notification is made at the latest within two weeks after delivery, the work shall be deemed to have been delivered and accepted as contract compliant.
- The Client shall be liable for any defects in the source text.
- If the work deviates from the requirements agreed in each case, the Client shall be entitled to a remedial measure within a reasonable period. The right to remedial measures is excluded if the Client caused those deviations, e.g. through incorrect or incomplete information, erroneous source texts or corrections improperly carried out by the Client after delivery. In all other respects, the statutory warranty provisions apply. In the case of properly notified errors, ProLinguo shall have – at their choice – the right to twice attempt a remedy of the error, or to compile a new work. The Client shall remain obliged to accept the delivered work and to pay the agreed remuneration.
- The Client shall be entitled to withdraw from the contract or to self-help if the performance or remedial measure is delayed, or in the event of the impossibility of performance for reasons within the control of ProLinguo, or in any other case, only if the performance deadline has been substantially exceeded and if the Client has set a reasonable grace period for ProLinguo.
§ 8 Retention of Title/Set-off
- ProLinguo reserves all rights in and retains title to the work and related rights until full and final settlement of all existing claims against the Client.
- The Client may offset their own claims against ProLinguo only when those claims are uncontested or have been established to be final and binding by a court of law.
§ 9 Liability
- ProLinguo does not warrant that the work concerned is admissible and suitable for the intended purpose of the Client.
- ProLinguo shall not be liable for inaccurate, unclear, incomplete, deficient and false information or terms in the source texts, text templates, information and technical terms provided by the Client or in the wording of the purchase order.
- There shall be no liability for delays or defects in execution caused by incorrect, incomplete, misleading or illegible information provided by the Client or for circumstances beyond the control of ProLinguo.
- In all other respects, ProLinguo shall only be liable for damages based on an intentional or grossly negligent breach of duty by ProLinguo, their legal representatives or people used by them to perform an obligation. This shall apply mutatis mutandis in the event of a breach of pre-contractual obligations or ancillary duties, as well as for damage caused by defects and consequential damage. This exclusion of liability shall not apply to ProLinguo’s liability for damages in terms of the German Product Liability Act [Produkthaftungsgesetz] as well as to the liability for damage from an injury to life, body or health.
- In all other respects, liability is limited to a maximum of € 100,000 (in words: one hundred thousand euros). The indemnification obligation referred to herein is always limited to the contract-typical, direct damages, which are foreseeable at the time of conclusion of the contract.
- If ProLinguo offers any technical advice or consultation that is not part of the due and contractually agreed scope of performance, such advice or consultation shall be provided free of charge and without any warranty for defects.
§ 10 Rights of Third Parties
- The Client shall ensure that no rights of third parties exist in the texts to be processed, which would conflict with processing or translation by, or disclosure to third parties for processing or translation purposes. ProLinguo is entitled to request, if appropriate, suitable documentation to clarify those rights.
- The Client shall indemnify ProLinguo and their subcontractors for any liability for claims asserted by third parties based on the use, processing, exploitation or reproduction of the documents to be processed.
§ 11 Identification of the Author
The Client undertakes to identify the translator even without his/her specific instruction as the author of the translation or of the work in a suitable manner. When concluding licensing agreements with third parties, the Client is obliged to impose a corresponding obligation on the licensee.
§ 12 Confidentiality
- ProLinguo shall treat the information about the Client and the documents provided to ProLinguo in terms of the contractual relationship as confidential and undertakes not to use or exploit them, or disclose them to third parties without express written consent, unless such disclosure is necessary as part of the performance of the contract. Disclosure to third parties for the purpose of translation is permitted. ProLinguo undertakes to impose a duty of confidentiality on those third parties.
- The Client agrees to the saving of their data within the meaning of data protection by ProLinguo for the performance of the assignment.
§ 13 Final Provisions
- Amendments and addenda to this contract must be made in writing. No oral side agreements have been concluded.
- The laws of the Federal Republic of Germany shall apply.
- The registered office of ProLinguo GmbH shall be the place of performance. The place of jurisdiction for all disputes arising from the contractual relationship is Hanover if the Client is a trader within the meaning of section 14 of the German Civil Code [BGB]. In all other instances, the statutory place of jurisdiction applies.
- The validity of these General Terms and Conditions shall not be affected by the invalidity or ineffectiveness of individual provisions. Any ineffective provision shall be replaced by an effective provision that comes closest to the economic purpose of the omitted provision in a lawful manner.
As of 30 August 2022