Terms and Conditions (T&Cs)

I. Scope of application

Seprotec Germany GmbH (formely known as tsd Technik-Sprachendienst GmbH), Köln (hereinafter: tsd) performs its individually specified services based on these Terms and Conditions (hereinafter: T&Cs).
These T&Cs of tsd apply exclusively; conditions of the contracting partner (hereinafter: client) that oppose or differ from these T&Cs are not recognised, unless tsd has explicitly approved their validity in writing.

II. Services, duties of cooperation of the Client

tsd’s services include translation, interpreting and termi-nology services, as well as services upstream and downstream of these services.
The client shall acquaint itself with particular models of translation (number of counterparts, outer form of the translation, purpose of translation, specific terminology, etc.) or security requirements (safe, or similar) before the order is placed. The contractor shall provide tsd with any information and documents that are required to produce the translation when placing the order.
Texts submitted by the client are drafted according to modern spelling and punctuation rules and only contain clearly comprehensible (even for those outside the busi-ness), unambiguous phrases and terms.
If submitted texts contain names, company-specific designations and/or addresses not in the Latin script (e.g. Russian, Greek, Japanese), their spelling in Latin script must be attached on a separate sheet to ensure that they are correctly reproduced. This also applies to illegible names and numbers in birth certificates or similar documents.
Technical terms will be translated into the customary, lexically verifiable version if no special instructions are transmitted by the client when placing the order.

III. Confidentiality

All services for the client are handled with confidentiality and in accordance with all relevant legal obligations.
Our employees and subcontractors are accordingly bound by contract to observe confidentiality.

IV. Handover of services

The services provided for the client are delivered by e-mail, unless special instructions from the client exist. If dispatch takes place by post per the customer’s wishes and a desired delivery date is to be observed, then, if necessary, dispatch takes place by special delivery at the client’s expense.
The risk of shipping is transferred to the client upon the handing over of the services to the post office or to a courier of the client.
These provisions also apply when delivery is performed by a third party on behalf of tsd (employee or subcontractor) from a location other than the registered office of tsd.

V. Compensation

The calculation basis for translations is the respectively applicable price per line for each language combination. A typical line equals 50-55 characters including spaces.
Interpreting services, external translation services, such as those taking place in the customer’s own offices, and terminology services shall – unless agreed otherwise – be billed on an hourly basis, whereby any hours only partially completed shall be considered as complete hours.
tsd shall create a non-binding cost estimate upon re-quest. The fee calculated in cost estimates is an approximate price – subject to any individual deviating agreement. The service actually rendered (e.g. length of the produced text, period of interpreting service) is crucial for the calculation. A surcharge of 30 % shall be added to all urgent orders. The client shall bear courier costs.
If the total price is not agreed, typical compensation appropriate to the type and difficulty of the job shall be paid. As a minimum, the clauses listed in the German Law on Payment and Compensation by Judiciary Authorities (JVEG) in the applicable version at the time the order was placed are appropriate for pricing.

VI. Payment conditions

Payments shall be made to the registered office of tsd.
If no deviating agreement is made, the following applies: payments are to be made immediately after delivery strictly net without deduction. All prices are in euros including the respectively applicable value added tax. If the target payment is exceeded, default interest and fees are calculated as per the respective bank rates for temporary credit as well as a reminder fee of up to 3.50 euros per reminder.
Granted discounts and rebates only apply if the respec-tive invoice is paid on time.
Until final payment of all claims resulting from the busi-ness transaction has been made, the goods supplied by tsd shall remain the property of tsd.

VII. Order termination

If an order placed for translation and terminology services, including the services upstream and downstream of these services, is withdrawn as per § 648 of the German Civil Code (BGB), then the costs incurred prior to withdrawal, amounting to the part of the contractually agreed total price, which corresponds to the ratio of the partial services rendered of the contractually agreed full service, shall be paid. Furthermore the client shall pay the lost profits amounting to a lump sum of 15 % of the partial amount of the total price, which does not apply to the part that tsd has not performed before withdrawal.
For interpreting jobs, the full compensation shall be paid in case of withdrawal – provided that it takes place for a compelling reason according to § 626 of the BGB.
These claims consolidated according to clauses 1 and 2 shall not be due to tsd if the client demonstrates that tsd has incurred no damages or significantly fewer damages.

VIII. Subcontractor

tsd may draw on third parties to perform all its business, insofar as it deems this appropriate and necessary. tsd therefore commissions third parties, which have been selected as per the requirements of the certified quality management system according to DIN EN ISO 9001:2015 and ISO 17100.
If a subcontractor is disclosed, the client is forbidden, for the duration of the order and for a year after its completion, from directly or indirectly commissioning the subcontractor with equivalent services, in particular translation, interpreting and terminology services as well as services either upstream or downstream of these.
The client shall pay tsd compensation for damages in the form of a lump sum of 10,000 euros for each individual case violation of clause 2 above. Both tsd and the contractor are free to provide evidence that greater or lower/no damages have been incurred.

IX. Claims for defects

In the event of complaints regarding defects, tsd shall always have the right to rectify the problem within an appropriate timeframe. The additional delivery period begins from the day that tsd receives the request for rectification. If rectification is not possible, ultimately refused or if attempts at it fail, the client then has a right to a price reduction or to rescission due to a defect.
The client can refuse to accept the service and withdraw from the contract only after the additional delivery period has elapsed, whereby the client remains obligated to provide payment in as far as the rendered services have an objective benefit for the client.
Complaints shall be submitted immediately after receiv-ing the services, however at the latest within 2 weeks. If a translation job contains errors and the client refrains from commissioning a proof-read, then the client is not entitled to reduce or to refuse payment of the order for this reason. For translation jobs that are to be reproduced in printing by the contractor, it shall submit to tsd a copy for correction before printing.
tsd assumes no liability for delays and/or errors in trans-lations that are caused by the client due to the incorrect, incomplete or delayed submission of texts or the provision of information/instructions (including during execution), in particular of those deviating from the client’s duties of cooperation regulated in clause II.

X. Desired dates/Delivery dates

Desired dates shall be confirmed by tsd in writing in order to agree a binding delivery date.
If no binding delivery date is agreed for a service, tsd is only considered delayed when the client reminds tsd in writing about the rendering of the service and sets an additional delivery period appropriate to the scope of the work. The additional delivery period begins from the day that tsd receives the request for rectification.
tsd will inform the client immediately if a binding delivery date cannot be met for reasons, for which tsd is not responsible. These reasons are in particular, however not exclusively, instances of force majeure, for example due to storm, fire, flood or other environmental damage or operating interruptions that occur at tsd or its subcontractors (e.g. power failures, strikes or lockouts). In these cases, the dates are extended by the duration of the disruptions to services listed above.

XI. Exemption/Liability

If a third party makes a claim against tsd because of a translation or terminology service for violation of an existing copyright on the documents transmitted by the client, the client is obliged to exempt tsd in full.
tsd is liable for damages – irrespective of their legal reason – in the event of intent and gross negligence in the context of fault-based liability. In case of simple negligence, tsd is only liable subject to a milder liability standard according to statutory specifications (e.g. for caution in its own affairs) for
a) damages from harming life, limb or health,
b) damages from not insignificant violation of a crucial contractual obligation (an obligation that must be fulfilled to allow the contract to be correctly executed and which the contracting partner regularly trusts and can trust to be met); in this case however, liability is limited to replacing the foreseeable damage that typically occurs.
The liability restrictions arising from section 2 also apply in case of violations of obligations by or to the benefit of individuals, whose culpability is the responsibility of tsd according to statutory specifications. They do not apply insofar as they maliciously conceal a deficiency or have assumed a guarantee for the quality of the service.
tsd has pecuniary damage liability insurance for transla-tion errors of over 7.5 million euros; in addition to business liability insurance for property damage and personal injury of over 7.5 million euros.

XII. Other conditions

The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of fulfilment and exclusive place of jurisdiction is the registered office of tsd, insofar as the client is a commercial trader, corporate body under public law or special fund under public law.
If individual or several of the aforementioned terms and conditions are or become legally invalid, the validity of the other provisions remains unaffected by this.
tsd shall inform the client in writing of changes to the terms and conditions. They are considered approved if the client does not object in writing within four weeks of being informed. Changes shall only apply to future transactions.

Last updated: July 2018