General Terms and Conditions of oneword GmbH
Solely for use in business-to-business transactions
1. Scope
These General Terms and Conditions (GTCs) apply to all present and future business relations of oneword GmbH headquartered in Böblingen, Germany (oneword) with its clients, even in cases where oneword does not refer to these T&Cs when accepting individual orders. Subsequent amendments to the General Terms and Conditions shall form part of the contract unless the client objects to the amended contractual provisions within four weeks of receipt.
All orders shall be completed exclusively in accordance with the conditions stated below. Any differing General Terms & Conditions of the client do not form part of the contract even if oneword raises no express objection to them.
2. Contract conclusion
The contractual relationship with oneword does not come into effect until the order has been confirmed in writing. Verbal agreements are not legally valid unless confirmed by oneword in writing. This also applies to agreements to waive this requirement for the written form.
oneword is regularly employed as a language mediator. As a language mediator, it is oneword’s job to render specific text into another language in a manner which is linguistically and factually correct. oneword will only ensure consistency with specialist terminology provided by the client if agreed accordingly. This will be subject to the necessary requirements, such as previous translations or terminology lists, being made available at the time the order is placed.
3. Performance and transfer of risk
oneword is deemed to have performed its services upon posting or upon handover of the translation to the postal service, or to a carrier authorised to transport it commissioned by oneword on behalf of the client, or upon the logged input of the translation into an agreed electronic means of transmission, if applicable. Source texts will be returned only at the client's request and at the client's own risk.
4. Delivery periods, default
Delivery deadlines become effective only if they have been expressly confirmed by oneword in writing. If oneword defaults on performance, oneword is to be first granted a reasonable grace period for completion. Only after the unsuccessful expiry of this grace period will the client be entitled to assert claims for default within the scope of this limitation of liability. The client remains obligated to pay for services performed by oneword up to the point at which the client refuses to accept performance. Insofar as oneword fails to make a due delivery even after the expiry of a reasonable grace period set by the client, oneword is still entitled to effect delivery after the expiry of this grace period has elapsed provided oneword gives the client a reasonable period of advanced notice. If the client has not yet decided whether to insist upon performance or to now seek compensation in place of the service and/or withdraw from the contract by the time oneword offers to deliver, then the client is obligated to duly accept the delivery offered by oneword. If the client fails to do so, they are in default of acceptance.
The client shall not be entitled to withdraw from the contract or claim compensation if oneword is prevented from continuing or completing the services due to force majeure or other unavoidable circumstances over which oneword has no control.
5. Warranty, liability
oneword must be notified in writing of translation errors within 14 days of delivery (date the data was transmitted or the oneword invoice date) unless these errors are hidden defects. oneword must be notified of any such hidden defects within 14 days of their discovery. In the event that the breach of contract is minor, and in particular in the event of only minor defects, the client has no right of rescission. In all other respects, the client is only entitled to rescind the contract if the defect arises from a breach of a duty for which oneword is responsible. oneword's liability for losses arising from the client forwarding an unchecked translation is hereby excluded. The client is liable for any errors in the source text. oneword’s liability for defects in printed copy is hereby excluded unless oneword is presented with the galley proofs for final inspection. If the client requires the use of particular specialised terminology, oneword will not be held liable in this respect for damages caused by errors in the specified specialised terminology. The client has a duty to draw attention to the risk of unusually high losses resulting from translation errors.
In the case of content created using artificial intelligence (AI) that has been expressly or impliedly authorised by the client for further use, without any post-editing by oneword or a final human expert review having been carried out, oneword accepts no liability whatsoever for the accuracy, completeness, linguistic quality or legal admissibility of said content. This applies in particular to any errors, discrepancies or damage resulting from the use of such AI-generated content without it having been checked. In such cases, the client is solely responsible for checking and performing final verification of the content.
In the event of breaches of duty arising from simple negligence, oneword’s liability shall be limited to the average direct damages foreseeable and typical under the terms of the contract for the type of product concerned. This also applies to breaches of duty by oneword’s vicarious agents arising from simple negligence. oneword is not liable for the breaches of minor contractual obligations arising from simple negligence. The liability limitations set out in this paragraph do not apply to client claims arising from product liability. Furthermore, these liability limitations do not apply in the event of injury to life, limb or health of the client which is attributable to oneword.
6. Terms of payment
Invoices from oneword are due for payment in full immediately upon receipt. The client may not exercise a right of retention in respect of payment obligations in the event of defects or claims that have not been acknowledged or legally established. The client may also not offset any existing counter-claims, except where these are undisputed or have been legally established.
7. Assignment of rights of use
All assignable rights resulting from copyright law to use translations, text adaptations, translation memories and terminology databases produced by oneword are retained by oneword until the service is paid for in full.
8. Non-solicitation agreement
The parties to the contract agree that they will neither appoint nor otherwise employ any employees of the other respective party to the contract before the expiry of a period of 12 months after the termination of their cooperation. A contractual penalty of EUR 50,000 is payable for each culpable violation of this agreement.
9. Data protection
The client agrees to its data being stored for administration purposes and in order to fulfil its order in accordance with statutory data protection law. The client is also obliged to ensure that data transmitted to oneword is permitted to be transferred to oneword for its intended purpose.
10. Final provisions
If individual provisions of this contract contravene mandatory law, in whole or in part, or are void or invalid for any other reason, the validity of the remaining provisions will remain unaffected. The place of performance and the place of jurisdiction for all claims and legal disputes arising from the contractual relationship shall be Böblingen, Germany. It is hereby agreed that only German law applies.
August 2009
