General Terms and Conditions of Business
of
ALPHATRAD Germany GmbH Lebacher Strasse 4, D - 66113 Saarbrücken
Phone: 0 800 101 43 63
From abroad:
Phone: +49 681 99 63 825
Email: info@alphatrad.de
06 December 2022
I. COMMON PROVISIONS FOR ENTREPRENEURS AND CONSUMERS
ARTICLE 1: DEFINITIONS
For the purposes of these General Terms and Conditions (GTC), the following definitions shall apply:
ALPHATRAD Germany GMBH: Limited liability company (GmbH) under German law, registered with the Saarbrücken Commercial Register under HRB 14761 with registered office in 66113 Saarbrücken, Lebacher Straße 4 (email: info@alphatrad.de, phone: +49 (0)800 1014363).
Client: the natural or legal person with whom ALPHATRAD GERMANY enters into a contract for the delivery of translations, interpreting services, interpretation by telephone or videoconference, voice recordings, subtitling, proofreading, foreign language typesetting and transcription of audio files.
Consumer: any natural person who enters into a legal transaction for purposes which can be primarily attributed neither to their commercial nor to their independent professional activity.
Entrepreneur: any natural or legal person or a legal partnership who is concluding a legal transaction in their commercial or independent professional capacity.
Service(s): translations, interpreting services, interpretation by telephone or videoconference, voice recording (voice off and voice over), subtitling, proofreading, foreign language typesetting and transcription of audio files offered to the client by ALPHATRAD GERMANY within the framework of an offer or a contract signed between ALPHATRAD GERMANY and the Client.
Contract: the contract concluded between ALPHATRAD GERMANY and the client, by which the delivery of translations, interpreting services, interpretation by telephone or videoconference, voice recordings, subtitling, proofreading, foreign language typesetting and transcription of audio files by ALPHATRAD GERMANY against payment of a price by the Client is agreed.
ARTICLE 2: SCOPE OF APPLICATION
These GTC, in addition to the offer, estimate, order, order confirmation, shall form the sole basis of the contractual relationship between the parties. They can be viewed by Entrepreneurs at any time on the website of ALPHATRAD GERMANY: https://www.alphatrad.de. They are sent to Consumers with the offer.
These GTC define the conditions under which ALPHATRAD GERMANY provides to the Client, upon request through the website https://www.alphatrad.de, by email or on the basis of a paper medium sent directly to ALPHATRAD GERMANY, translations, interpreting services, interpretation by telephone or video conference, voice recordings, subtitling, proofreading, foreign language typesetting and transcription of audio files.
Deviating, conflicting or supplementary general terms and conditions of our Clients, even if we do not expressly object thereto, shall only become part of the Contract if we expressly acknowledge their inclusion in text form prior to or upon conclusion of the Contract. Any counter confirmations of the Client with deviating terms and conditions are now and herewith opposed.
Should one or more provisions of these GTC be invalid, the remaining provisions of the same shall remain applicable. Furthermore, attention is drawn to the fact that these GTC may be subject to later amendments. In this case ALPHATRAD GERMANY informs the Client in text form at least one month before the change becomes effective. In this context, the Client shall be deemed to have tacitly accepted the change made unless they object thereto in text form within a period of two weeks after having been notified.
ARTICLE 3: ORDERS AND CONCLUSION OF THE CONTRACT
The offer presented by ALPHATRAD GERMANY, regardless of the form in which it is submitted, is – insofar as it is directed at Entrepreneurs – subject to change. We are bound to offers to Consumers for 2 weeks, calculated from the date of the offer.
The Client selects the required services. At this point, attention is drawn to the fact that the Client is solely responsible for selecting and purchasing their Service. In this sense, it is the Client’s responsibility to verify the accuracy of the order before sending it to ALPHATRAD GERMANY in whatever form.
The Contract is concluded only after ALPHATRAD GERMANY has prepared an offer and after the Client has explicitly accepted the offer through an order (Entrepreneur) or with receipt of payment by the Client (Consumer or Entrepreneur in special cases) by ALPHATRAD GERMANY as confirmation of their order.
According to Article 6 of these GTC, the offer contains the price offered for the requested Service, the amount to be transferred, the delivery period and the modalities of delivery. If, in their order, the Client deviates from the contents of the offer by ALPHATRAD GERMANY, no Contract shall be deemed to have been concluded, as such, the Client can in no way demand that ALPHATRAD GERMANY provide the Service that is offered. The delivery time stated in the offer is based on the Client placing their order within a period of 48 hours from the receipt of the offer. If this deadline is not met, the delivery period shall be extended by the period between the expiry of the calculated 48 hours and the receipt of the order. The Client shall not be entitled to any claims due to the change in the delivery period. If it is an absolute fixed-date transaction, no Contract shall be deemed concluded on the basis of the delayed order. It will then be treated as a new Client request.
ARTICLE 4: PRICE CONDITIONS
Those prices stated in the offer shall be valid, which have become the subject of the Contract according to Art. 3 of these GTC, as far as ALPHATRAD GERMANY has not changed them until the Client, who is an Entrepreneur, places an order. Towards Consumers the price in the offer is valid, provided that the order has been received by ALPHATRAD GERMANY within the binding period, or in case of later receipt, if ALPHATRAD GERMANY has not contradicted the order.
Prices are quoted in euros.
The total price stated in the offer, which includes the statutory value-added tax and other price components, shall apply to Consumers. For Consumers, additional freight, delivery or shipping costs or other costs are only incurred if they are shown in the offer. For business Clients, the statutory value-added tax must be added to the prices stated in the offer. ALPHATRAD invoices upon delivery.
If the Client modifies the order after it has been submitted, ALPHATRAD GERMANY shall be free to decide on whether to accept or reject the modified order. Upon acceptance of the modified order, the costs arising from the modification shall be additionally charged to the Client. If the change includes a partial termination of the originally placed order, ALPHATRAD shall be entitled to demand the agreed remuneration insofar as the partial termination is concerned, any expenses saved shall be credited against it.
ARTICLE 5: TERMS OF PAYMENT FOR THE SERVICES
1. For Consumers, advance payment applies.
2. For Entrepreneurs, the following applies:
ALPHATRAD GERMANY shall be entitled to demand down payments, payments on account or prepayment at its reasonable discretion.
In the case of translations, subtitling, proofreading and transcriptions, the Client is obliged to accept the work by the end of the 7th working day after it has been delivered. If the Client does not accept the work within this period and if the Client has not refused acceptance within this period, stating at least one defect, the work shall be deemed to have been accepted.
Partial invoices and invoices for advance payment are payable and due within 8 days of the invoice date. Other invoices are payable and due 2 weeks after the invoice date, but not before acceptance in the case of translations, subtitling, proofreading and transcriptions.
3. In the event of default, we shall charge interest on arrears at a rate of 9% p.a. above the prime rate pursuant to Section 247 BGB (German Civil Code), but no less than 11% p.a.
Our assertion of further claims caused by default shall remain unaffected. The Client shall be at liberty to prove a lower damage caused by delay in individual cases.
4. In the event of default by an Entrepreneur, we shall additionally charge a lump sum in the amount of €40 (Section 288 para. 5 BGB).
5. Exercising a right of retention or offsetting against our claims shall only be possible with undisputed or legally established claims. This restriction of the right to exercise the right of retention or offsetting shall only apply to such counterclaims that do not originate from the same legal relationship. Furthermore, sentences 1 and 2 shall apply vis-à-vis a Consumer only insofar as, at the time the right of retention or offsetting is exercised, the Consumer is not entitled to withdraw from the Contract.
6. If the Client defaults on a payment, all further claims, even if not yet due, shall become due immediately. Furthermore, with regard to contracts not yet executed, the Client shall be liable for advance performance. The same shall apply if the Client’s economic situation deteriorates after the conclusion of the Contract.
ARTICLE 6: PERFORMANCE OF THE CONTRACT, COOPERATION BY THE CLIENT
All orders will be confirmed and executed exclusively by ALPHATRAD GERMANY, even if the express or implicit wish has been expressed that the order will be taken by a specific person at ALPHATRAD GERMANY. After the conclusion of the Contract, ALPHATRAD GERMANY shall provide the translation services in accordance with the specifications agreed upon with the Client in the Contract.
The Client is obliged to cooperate to the necessary extent in the production or provision of the Service. ALPHATRAD GERMANY will inform the Client about any necessary acts of cooperation. If the Client does not comply with their obligations to cooperate even after a reminder, agreed delivery dates shall be postponed by the period of the delay caused by the lack of cooperation. Furthermore, ALPHATRAD GERMANY shall be entitled to require appropriate compensation and/or to terminate the Contract after an appropriate period has been set and a simultaneous notice of termination has simultaneously been made and this period has expired fruitlessly.
To properly fulfil the Contract, ALPHATRAD GERMANY shall be entitled to have the services carried out by third parties.
ARTICLE 7: CHANGES TO THE CONTRACT AND ADDITIONAL SERVICES REQUESTED BY THE CLIENT
Additional agreements or later modifications as well as concessions granted orally by the personnel of ALPHATRAD GERMANY shall be considered legally binding for the same only after their confirmation by ALPHATRAD GERMANY by email or by post. The employees of ALPHATRAD GERMANY are not authorized to represent ALPHATRAD GERMANY in legal transactions. ALPHATRAD GERMANY shall be free in its decision to accept or reject modifications to the placed order or additions and extensions of the placed order. It is expressly pointed out, in particular, that ALPHATRAD GERMANY is entitled to refuse the modifications requested by the Client depending on the degree to which the Service has been updated or in case of impossibility to meet the Client's requests for modifications after the conclusion of the Contract.
In the event that the modifications, additions and extensions requested by the Client are taken into account by ALPHATRAD GERMANY, this shall result in a new offer being prepared and the agreed remuneration being altered. If the Client rejects the change, no agreement shall be deemed to have been reached and ALPHATRAD GERMANY will not execute the modification, addition or extension.
8.1 Use of technical terminology
If the Client wishes the use of Client-specific terminology, they must provide ALPAHATRAD GERMANY with a corresponding glossary according to the following provisions. Without the provision of such a glossary, ALPHATRAD GERMANY cannot guarantee, within the scope of the provision of services, the technical terminology that may characterize the Client's field of expertise or its internal jargon.
In this sense, the Client is obliged to provide ALPHATRAD GERMANY with the documentation (glossary) necessary to efficiently execute same, at least eight (8) days before the start of the delivery of the services. This documentation includes, in particular, the technical glossary and terminology commonly used in the Client's field of expertise affected by the delivery of the Service.
If the Client does not submit a glossary at least 8 days prior to the commencement of the delivery of the services, the translator and/or interpreter shall use the standard terminology of the relevant subject area.
8.2 Types of interpreting services
Different types of interpreting services are offered to the Client:
Liaison or consecutive interpreting: The interpreter's task is to establish the connection between two parties who do not speak the same language. The speaker(s) are required to take breaks to allow the interpreter time to translate the content of the conversation. This technology is used in particular in the context of business meetings, trainings or the company on the occasion of in-person events, by telephone or by video conference.
Simultaneous interpretation (in a booth): The interpreter works in a noise-proof booth. In this case, at least two interpreters are engaged, as the continuous working time is limited to 20 minutes, allowing the interpreters to take turns.
The speaker speaks into a microphone connected to the interpreter, who is equipped with headphones and simultaneously reproduces the content of the speech through a microphone. The content of this speech is sent in the relevant language into the auditorium’s headphones.
8.3 Remote interpreting
Interpreting, which can be done by phone or video conference, is billed by the hour.
Each hour started will be charged in full.
Remote interpreting requires an appointment. Invoicing starts from the exact hour of this appointment. However, appointments cancelled at least 48 hours in advance will not be charged unless other terms are communicated at the time the offer is made.
If the Client requires the conversations be recorded within the scope performing interpreting services, the Client is obliged to inform the conversation participants in advance and to obtain their consent. ALPHATRAD GERMANY guarantees this recording only for the possible need of a transcription and after the Client has confirmed that they have the consent of the various participants for this. ALPHATRAD GERMANY declines any liability in connection with the proper consent of the various participants. In application of the legislation on protection of personal data, ALPHATRAD GERMANY refuses to transmit the recording – which will be destroyed after the relevant translation is handed over to the Client – to the Client. Additional costs may be incurred in connection with recording the interpretation.
Furthermore, the Client's attention is drawn to the fact that a Client cannot reject an interpreter on the basis of their accent insofar as they have a proper command of the languages required to perform the services.
On the occasion of interpretation by telephone or as part of a videoconference carried out by an external provider on behalf of the Client or their interlocutor (Zoom, Microsoft Teams or similar), ALPHATRAD GERMANY cannot be held liable for the insufficient quality of the telephone or Internet connections or the conference line system. Consequently, any interruptions cannot be shifted to ALPHATRAD GERMANY.
8.4 Interpreting services delivered on site
a. Costs in connection with the provision of the services
Unless otherwise agreed, expenses in connection with the provision of the Service shall be borne by the Client. These costs (flight, flight time, train, cab, accommodation, meals and other) will be charged to the Client in the amount incurred.
The Client must refund these costs to ALPHATRAD GERMANY immediately after invoicing.
b. Working hours
If the interpreter is required to dine together with the Client (e.g., lunch and/or dinner) as part of the given assignment, the time spent on this shall be treated as working time. Upon request, the Client is obliged to sign the interpreter's attendance certificate.
c. Damage to or loss of the interpreting equipment provided to the Client
If interpreting equipment (booths, microphones, headphones, etc.) is provided to the Client in whole or in part, the following shall apply for the duration of the Client being in possession thereof: The Client shall properly secure the equipment against damage, destruction and/or loss and shall monitor compliance with and maintenance of the security measures for the duration of their possession. They must insure the equipment for the duration of their possession against damage and loss at their own expense and prove the insurance coverage to ALPHATRAD GERMANY on request. ALPHATRAD GERMANY will inform the Client about the required insurance sum on request.
In the event of damage to or loss of the equipment or parts thereof by the Client or third parties attributable to the Client by law, the Client shall be liable to ALPHATRAD for compensation of the damage incurred, insofar as they and/or the third parties attributable to them are responsible for the damage or loss. The same shall apply in the event that the system is damaged in whole or in part by other third parties or is lost because the Client has not fulfilled its obligation to secure the system or to monitor the maintenance of this security in a manner for which they are responsible.
In the event of damage and/or loss for which the Client is not responsible, the Client shall be liable to ALPHATRAD for the amount of the insurance benefit. If they have failed to properly insure the risk in a manner for which they are responsible, they shall be liable in the amount of the current value of the damaged and/or lost equipment.
d. Extension of the term for delivery of the services or their extension at the instigation of the Client
If the period for the provision of the Service is extended due to circumstances for which the Client is responsible, the Client shall be liable for the additional costs caused thereby.
These comprise in particular, but not conclusively:
- in the costs for the additional time incurred under the price conditions per the cost estimate confirmed by the Client;
- reimbursement of additional transportation costs of the interpreter (airplane tickets or train tickets) in the actual amount
- reimbursement of the interpreter's additional accommodation costs incurred in the actual amount and the additional fees incurred, if the same must extend their stay at the place of assignment due to the extension of the deadline for the delivery of the services.
e. Complaints
A Client shall not be entitled to reject an interpreter on the basis of their foreign accent to the extent that the same is properly proficient in the languages required to perform the services.
If the Client is not satisfied with the interpreter's performance, without any defect in the interpreting Service, they must inform ALPHATRAD GERMANY within 4 hours after the beginning of the performance, in case it becomes apparent at a later time, within 4 hours after the beginning of it becoming apparent.
If, in this case, the Client refuses the further provision of the interpreting Service by this interpreter, ALPHATRAD GERMANY, will try to replace the interpreter to the extent that substitute interpreters are available. In this case, ALPHATRAD GERMANY does not owe the provision of a substitute interpreter. In this case of rejection of the interpreter by the Client and especially in the case that no substitute interpreter is provided, ALPHATRAD GERMANY shall be liable towards the Client, in the case of defective interpreter selection for compensation, only for the foreseeable damage and, in the case of insurance coverage of ALPHATRAD GERMANY, limited to the amount of the insurance benefit. This limitation of liability shall not apply in cases of intent, gross negligence, or damage resulting from injury to life, limb or health.
In the case of defective interpreting services, liability shall be limited to compensation for the foreseeable damage. It is unlimited in cases of intent, gross negligence, damages resulting from injury to life, limb or health.
Notwithstanding the provisions of Article 9, the defect of the interpreting Service shall be notified in text form within 5 days after the provision of the Service, if the defect was apparent, otherwise in dealings with Entrepreneurs within 5 days after it became apparent. The alleged defect must be described.
8.5 Voice recordings
In the area of voice recordings, the prices included in the offer are based on the information provided by the Client or the duration of the original file or the number of characters of the text, the type of voices, the languages and the processing of the audio file. The services of ALPHATRAD GERMANY can be used on all carriers without time limitation and in public media such as terrestrial radio stations, Internet or television, unless otherwise stated in the quote.
The Client confirms one voice for each order. If this voice is no longer considered satisfactory after the file has been submitted, the fee will still be due, provided there are no defects in the voice. If the Client requests a new recording without the recording being faulty, this shall be remunerated.
If the Client requests the integration of sound carriers provided by the Client, such as music or other, the Client is obligated to ensure that the rights of those entitled to dispose, such as authors, publishers or composers, are protected. The Client exempts ALPHATRAD GERMANY in this respect from all claims of third parties, unless ALPHATRAD GERMANY knew at the time of the Service provision of an existing rights violation.
Provided that ALPHATRAD GERMANY itself procures the works to be integrated after arrangement with the Client, the costs arising for the review of the infringement and/or the acquisition of the rights shall be charged to the Client.
Delivery shall generally be made by email in the form of an MP3 or MP4 file, unless otherwise indicated in the estimate.
ARTICLE 9: LIABILITY OF ALPHATRAD GERMANY – COMPLAINT MODALITIES
In the case of translations, subtitling, proofreading and transcriptions, the Client shall raise any complaints for obvious defects within 8 days of acceptance, and for other services within 8 days of delivery. The notice of defects requires text form.
If the Client is a merchant, they shall immediately inspect the received performance for defects upon delivery and immediately give notice of any defects found. If the notification is omitted, the performance shall be deemed to be in accordance with the Contract. The notification requires text form.
ALPHATRAD GERMANY undertakes to process any complaint within a maximum period of 30 days.
In case of translations, subtitling, proofreading and transcriptions the Client must grant ALPHATRAD GERMANY the possibility of rectification.
ALPHATRAD GERMANY is liable for a) damages caused intentionally or by gross negligence, b) in case of fraudulent intent, c) in case of guarantees or warranties assumed by it, d) in case of damages to life, limb and health as well as e) in case of claims according to the Product Liability Act (ProdHaftG).
Furthermore, ALPHATRAD GERMANY is liable for breaches of duty due to simple negligence of essential contractual obligations, i.e., such obligations, the fulfilment of which enables the proper execution of the Contract in the first place and on the observance of which the Client regularly relies or may rely.
Beyond that ALPHATRAD GERMANY shall not be liable.
In the case of interpreting services, Clause 8.4. e) shall apply with priority.
ARTICLE 10: RIGHTS OF USE
The intellectual property rights of ALPHATRAD GERMANY concerning the services rendered on behalf of the Client belong exclusively to ALPHATRAD GERMANY. ALPHATRAD GERMANY remains the sole owner of the rights of use until full payment of the invoice by the Client. As such, the Client is not entitled to use the Service before the invoice has been paid in full. After full payment, the Client is entitled to use these intellectual property rights in relation to the Service under the conditions provided with the offer: These are either free rights of use on all carriers without time limitation or limited rights of use.
ARTICLE 11: FORCE MAJEURE
"Force Majeure" means the occurrence of an event or circumstance that prevents a party from performing one or more of its obligations under the Contract if and to the extent that the party affected by the impediment demonstrates that: (a) such impediment is beyond its reasonable control; and (b) it was not reasonably foreseeable at the time of entering into the contract; and (c) the effects of the impediment could not reasonably have been avoided or overcome by the affected party.
Until proven otherwise, the following events affecting a party shall be presumed to meet the requirements under the preceding paragraph lit. (a) and lit. (b) of this clause: (i) war (declared or undeclared), hostilities, attack, acts of foreign enemies, extensive military mobilization; (ii) civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; (iii) currency and trade restrictions, embargo, sanctions; (iv) lawful or unlawful official acts, compliance with laws or governmental orders, expropriation, seizure of works, requisition, nationalization; (v) pestilence, epidemic, natural disaster or extreme natural phenomenon; (vi) explosion, fire, destruction of equipment, prolonged failure of transportation, telecommunications, information systems or power; (vii) general labour unrest such as boycotts, lawful strikes and lockouts, slowdowns, occupations of factories and buildings.
ALPHATRAD GERMANY, if it successfully invokes this clause, shall be released from its obligation to perform its contractual obligations and from any liability for damages or any other contractual remedy for breach of Contract from the moment the impediment makes it impossible for it to perform; provided that this is notified immediately. If the notification is not made without delay, the exemption shall take effect from the time when the notification reaches the Client. If the effect of the asserted obstacle or event is temporary, the consequences set out herein shall only apply as long as the asserted obstacle prevents ALPHATRAD GERMANY from fulfilling the Contract. If the duration of the asserted impediment has the effect of substantially depriving the contracting parties of what they had a right to expect by virtue of the Contract, either party shall have the right to terminate the Contract by notifying the other party within a reasonable period of time. Unless otherwise agreed, the parties expressly agree that the Contract may be terminated by either party if the duration of the impediment exceeds 120 days.
ARTICLE 12: CONFIDENTIALITY
ALPHATRAD GERMANY undertakes to maintain the confidentiality of the documents transferred to it and of the content of the statements made during the delivery of the services.
ALPHATRAD GERMANY undertakes to obtain the same commitment from its translators, interpreters, speakers or any other person contracted or involved in a Service.
ARTICLE 13: PERSONAL DATA
ALPHATRAD GERMANY collects and keeps the personal data transmitted by the Client in a secured form thanks to technical data and physical security measures. The data will be kept in files accessible only to ALPHATRAD GERMANY employees and IT Service providers working for ALPHATRAD GERMANY.
Further details are governed by the Privacy Policy of ALPHATRAD GERMANY, which can be viewed at https://www.alphatrad.de/.
The data will be stored in an external data centre located in a Member State of the European Union in accordance with the legislation on the protection of personal data.
ARTICLE 14: APPLICABLE LAW – LANGUAGE
These GTC and the related transactions shall be subject to German law.
These GTC are written in German.
In the event of their translation into one or more foreign languages, only the German version shall be legally binding in the event of a dispute.
II. SPECIAL CONDITIONS APPLICABLE TO CONSUMERS
ARTICLE 15: Alternative dispute resolution according to the Act on Alternative Dispute Resolution in Consumer Matters (VSBG)
ALPHATRAD GERMANY is neither willing nor obliged to participate in a dispute resolution procedure before a Consumer arbitration board.
The EU Commission has created an internet platform for the online settlement of disputes (“ODR platform”) concerning contractual obligations arising from online contracts. The OS platform can be reached at https://ec.europa.eu/consumers/odr/main/index.cfm
III. SPECIAL PROVISIONS APPLICABLE TO ENTREPRENEURS
ARTICLE 16: SPECIALIZED GENERAL TERMS AND CONDITIONS
The information to be taken from the catalogues, brochures and price lists of ALPHATRAD GERMANY shall be considered non-binding and may be revised at any time.
In this sense, ALPHATRAD GERMANY shall be entitled at any time to make the changes necessary in its discretion.
ALPHATRAD GERMANY may also be required to draw up specialized general terms and conditions that differ from these general terms and conditions depending on the type of business Client concerned, which will be determined on the basis of objective conditions.
In this case, the specialized general terms and conditions shall apply to all business Clients who meet these criteria.
ARTICLE 17: LITIGATIONS
The exclusive place of jurisdiction for all disputes arising from the Contract concluded with the Client, its execution and settlement shall be Saarbrücken.