General Terms and Conditions
This is a professional translation of our general terms and conditions into English from the original German version. Only the German version is valid.
Scope of Application
(1) These terms and conditions apply to contracts between the agency Agora Strategy Consulting and the client, unless otherwise expressly agreed or prescribed mandatorily by law.
(2) The client’s general terms and conditions are only binding for us if we have expressly acknowledged them.
Contract Conclusion
(1) In principle, a contract is concluded through confirmation (contract award) of a written offer submitted by us in electronic form.
(2) If a contract is awarded via telephone on the basis of a previously submitted offer, the award must be confirmed electronically in writing. Contract execution can only begin after receipt of written electronic confirmation.
(3) The employees of Agora Strategy Consulting are authorized to submit offers in its name and on its behalf, as well as accept offers submitted by the client.
Remuneration
All offers and prices are subject to change. Prices are in euro, unless agreed otherwise. All prices stated in our offers are net prices without VAT.
A deposit or a payment in instalments according to the amount of finished text may be required for large assignments.
Scope of Translation Assignments
Translations are done meticulously according to the principles of proper professional practice. The client receives the contractually agreed form of the translation. For urgent orders which require dividing task performance among several employees, no guarantee can be given for uniform terminology.
Time of Contract Fulfillment, Delays
(1) Deadlines are agreed on contract conclusion. Deadlines are binding only if a delivery period is explicitly agreed electronically in writing as a fixed deadline between the parties.
(2) A delivery is considered to have been effected once the translation has been sent to the client via email.
(3) An insignificant delay by the contractor does not directly entitle the client to withdraw from the contract. Other than that, the contractor must first be granted a reasonable deadline for delivering the performance which has been delayed. Only after fruitless expiry of this period may the client demand withdrawal from the contract.
(4) The client remains obliged to pay for any performance accepted by the client as fulfilled and rendered by the contractor until declaration of withdrawal. (4) The contractor is expressly entitled to partial deliveries insofar as is it reasonable for the client to accept partial deliveries.
Client’s Obligations to Cooperate and Clarify
(1) The client must inform Agora Strategy Consulting in time about the desired forms of translation (intended purpose, readiness for printing, external form of translation, etc.).
(2) The source text submitted by the client must be formulated according to the rules of the respective language. In the case of complex technical texts, the client is required to participate in clarifying the technical terminology. In an absence of such participation, the commonly accepted terminology will be used during translation. Translation flaws resulting from poorly readable, incorrect or incomplete source text, or faulty or incorrect terminology of the client’s, do not fall within our area of responsibility. The costs of any required rectifications will be borne by the client in this case.
(3) The client shall notify Agora Strategy Consulting of a qualified contact person who will support us during execution of the entire project, and who can bindingly release material provided by us. If such a contact cannot be named or is not reachable during contract execution, the client is not entailed to raise any claims regarding style, form, layout or terminology.
(4) Information and documents needed to prepare the translation will be provided by the client to Agora Strategy Consulting on order placement (client’s terminology, illustrations, drawings, tables, abbreviations, internal expressions etc.).
(5) Agora Strategy Consulting is not liable for errors or postponements resulting from inadequate or delayed delivery of information or instructions.
(6) The client assumes liability for the rights to a text, and ensures that translation is permissible. The client exempts Agora Strategy Consulting from related claims by third parties.
Client’s Rights in Case of Defects
(1) Unless the client immediately raises objections in written, electronic form, but no later than within 5 days, the translation is considered approved. In this case, the client waives all claims which they might be entitled to as a result of any defects in the translation.
(2) If the client criticizes an objectively existent and not just negligible defect within this 5-day period, the defect must be described as accurately as possible, and we must first be provided with an opportunity for rectification. This also applies to urgent assignments with a very short delivery time.
(3) If a rectification is demonstrably unsuccessful, the client has the right to reduction or rescission. Any further claims, including claims for damages due to non-fulfilment, are excluded.
Liability
(1) The agency Agora Strategy Consulting is responsible for ensuring fault-free translation of source text forming part of an order into the agreed language, and delivers the translation in the agreed file format, or as a Word file unless otherwise agreed. Further liability for correct further processing of text (e.g. printing) or any errors occurring here is not assumed.
(2) Liability on the part of Agora Strategy Consulting – regardless of the legal reason – occurs only in the event of damage resulting from culpable violation of a major contractual obligation in a manner which endangers contract fulfilment, or attributable to gross negligence or intent by Agora Strategy Consulting. The same applies in the event of damage due to gross negligence or intent by the contractor’s employees or representatives.
(3) Liability in any case is limited to the value of the related contract. In any case, Agora Strategy Consulting shall be liable only for gross negligence and intent; liability for slight negligence occurs only on violation of essential contractual obligations. Recourse liability in the event of damage claims by third parties is expressly excluded.
(4) If Agora Strategy Consulting is responsible for violation of an essential contractual obligation in the absence of gross negligence or intent, liability is limited to the extent of damage which Agora Strategy Consulting would typically have had to expect on contract conclusion on the basis of the circumstances known to them at that time. The client’s claim against Agora Strategy Consulting for compensation of incurred damage is limited to EUR 2,500; limitations of liability do not apply to personal injury.
(5) Agora Strategy Consulting is not liable for damages outside our technical area of responsibility, in particular, delays, interruptions or erroneous transmission of data, or loss or deletion of data during transmission, especially if caused by computer viruses. In the event of a failure or prolonged interruption in data transmission, Agora Strategy Consulting will immediately endeavour to remedy the error. Agora Strategy Consulting takes precautionary measures against this by way of anti-virus software. The client has the same obligation.
(6) Liability for faults attributable to low quality, in particular, illegibility, handwriting or incomplete or delayed submissions of templates or associated components by the client is excluded.
Confidentiality
(1) Agora Strategy Consulting is committed to maintain strict confidentiality over all facts which become known to us in connection with activities for clients. However, we are entitled to make text accessible to potential subcontractors.
(2) In view of electronic transmissions of text and data, as well as other possible forms of electronic communication between the client, Agora Strategy Consulting and any vicarious agents, absolute secrecy of confidential or classified content cannot be guaranteed because it is not possible to rule out external intervention.
(3) Unless agreed otherwise, all documents remain with Agora Strategy Consulting after contract conclusion, and are kept or saved, together with the translations, in a manner ensuring confidentiality and observance of data privacy provisions.
Participation by Third Parties
(1) Agora Strategy Consulting is entitled to consult staff or expert third parties as part of contract execution.
(2) When engaging expert third parties, Agora Strategy Consulting is to ensure that they are committed to maintain confidentiality according to Item 8.
Copyright
(1) Insofar as a translation is subject to copyright, Agora Strategy Consulting reserves the right to utilize the translation, until transfer following full remuneration.
(2) If copyright infringement claims or third-party claims are asserted against Agora Strategy Consulting with regard to a translation, the client will indemnify us fully from liability.
Contractual Amendments
If, following contract award, the client desires amendments which are not encompassed by the original contractual agreement, Agora Strategy Consulting is entitled to charge the client an appropriate additional remuneration. If requests for amendment contribute to a delay in contract execution, any agreed completion date will be extended accordingly.
Applicable Law
(1) German law applies to contracts and all resultant claims.
(2) The place of fulfilment and performance is the professional headquarters of Agora Strategy Consulting.
(3) The court of jurisdiction is the place of fulfilment.
(4) The contractual language is German.
Severability Clause
The effectiveness of these contractual conditions is not influenced by a nullity or invalidity of individual provisions. Each ineffective clause is to be replaced by the corresponding statutory regulation.