Terms & Conditions of oneword GmbH

– Solely for use in business-to-business transactions –

1. Scope

These Terms & Conditions (T&Cs) apply to all present and future business relations of oneword GmbH headquartered in Böblingen, Germany (oneword) with its customers, even in cases where oneword does not refer to these T&Cs when accepting individual orders. Subsequent amendments to these T&Cs become part of the contract unless the customer objects to the amended contractual provisions within four weeks of receipt.

All orders are exclusively fulfilled in accordance with the following terms. Any differing Terms & Conditions of the customer 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 acknowledged in writing and is signed. Verbal agreements are not be legally valid unless confirmed by oneword in writing and are signed. The same also applies to agreements to waive this written form requirement.

oneword regularly provides translation services. When providing translation services the task is to render the linguistically and factually correct meaning of a specified text into another language. oneword will only ensure consistency with specialist terminology provided by the customer if agreed accordingly and is subject to the provision of 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 delivery of the translation to a carrier authorised to transport it by oneword at the instruction of the client or upon its logged input into an, if applicable, agreed electronic means of transmission. Source texts will be returned only at the customer’s request and at the customer’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 customer be entitled to assert claims for default within the scope of this limitation on liability. The customer remains obligated to pay for services performed by oneword up to the point at which the customer 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 customer, oneword is still entitled to effect delivery after the expiry of this grace period has elapsed provided oneword gives the customer a reasonable period of advanced notice. If the customer 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 customer is obligated to duly accept the delivery offered by oneword. If the customer fails to do so the customer enters into default of acceptance.

If oneword is prevented from performing additional and/or completing services by force majeure or other unavoidable circumstances outside the control of oneword, the customer’s claim for rescission or compensation is hereby excluded.

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 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 customer has no right of rescission. In all other respects, the customer 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 customer forwarding an unchecked translation is hereby excluded. The customer 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 customer 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 customer is obligated to notify oneword if there is a risk that unusually high losses could be caused by translation errors.

oneword’s liability for the simple negligent infringement of obligations is limited to those average, direct, foreseeable losses which are typical for the type of work. This also applies to the simple negligent infringement of obligations by oneword’s vicarious agents. oneword is not liable for the simple negligent infringement of contractual obligations. The limitations on liability set forth in this paragraph do not apply to claims of the customer arising from product liability. Such limitations on liability also do not apply in the event of injury to body or health or loss of life of the customer which is attributable to oneword.

6. Terms of payment

Invoices from oneword are due for payment in full immediately upon receipt. The customer may not exercise a right of retention concerning payment obligations in the event of defects or claims that are disputed or not legally enforceable. The customer 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 customer agrees to its data being stored for administration purposes and in order to fulfil its order in accordance with statutory data protection law. The customer 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 wholly or partially infringe mandatory law or are void or ineffective for other reasons, the validity of the other provisions remains unaffected.
The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship is vested in the courts of Böblingen, Germany. It is hereby agreed that only German law applies.

August 2009