Terms and Conditions

These “General Terms and Conditions” apply exclusively to all transactions between the customer and TransLaw, Am Galgenfeld 5c, 77736 Zell am Harmersbach (hereinafter referred to as “TransLaw”). Any conflicting terms and conditions of the customer shall only be valid if they are expressly accepted by TransLaw in writing. Any agreements deviating from or supplementing these “General Terms and Conditions” must be in writing. Should any individual provisions of these “General Terms and Conditions” be invalid, this shall not affect the validity of the remaining provisions or of the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that most closely approximates its meaning and purpose.

The basis of the business relationship is the relevant quotation, which sets out all agreed services (scope of services) and the remuneration. Quotations from TransLaw are subject to change without notice.

3.1. The scope of the contractual services is set out in the written order confirmation. Any ancillary agreements or amendments that alter the scope of the contractual services must be made in writing. 3.2. TransLaw shall notify the client without delay of any changes or deviations to individual services from the agreed content of the contract that become necessary after the contract has been concluded. Insofar as the agreed terms of the contract are not affected, or are only insignificantly affected, by such changes, the Client shall not be entitled to terminate the contract on the basis of these deviations. TransLaw is entitled, in consultation with the Client, to modify parts of the service delivery process in deviation from the description of services. 3.3. Where TransLaw enters into contracts with third parties for the performance of an assignment, such contracts shall be concluded in the name of and with the authority of the Client.

TransLaw shall notify the Client without delay of any changes or deviations to individual services from the agreed terms of the contract which become necessary after the contract has been concluded. Where the changes do not affect, or only insignificantly affect, the agreed terms of the contract, the Client shall not be entitled to terminate the contract on the basis of such deviations. TransLaw is entitled, in consultation with the Client, to modify parts of the process in deviation from the scope of services.

5.1. All services (e.g. ideas, concepts, etc.), including individual parts thereof, remain the property of TransLaw. By paying the fee, the client acquires only the right to use the services for the agreed purpose. Unless otherwise agreed with TransLaw, the client may use TransLaw’s services only for their own purposes and only for the duration of the contract. 5.2. The client may only make changes to TransLaw’s services with the express consent of TransLaw and – insofar as the services are protected by copyright – of the copyright holder. 5.3. The use of TransLaw’s services beyond the originally agreed purpose and scope of use requires TransLaw’s consent, irrespective of whether such services are protected by copyright. TransLaw and the author are entitled to separate, reasonable remuneration for this.

6.1. The Client is entitled to terminate the contractual relationship with TransLaw at any time. However, early termination of the contractual relationship obliges the Client to pay the agreed fees or to reimburse any advance payments already made. 6.2. The contracting parties expressly agree that any reduction in the fee on the grounds of costs saved by TransLaw is excluded. 6.3. This does not affect the right of either contracting party to terminate the contract for cause. TransLaw is entitled to exercise this right in particular if the Client fails to pay the agreed fee by the due date. 6.4. Furthermore, if, despite a request, budgeted services are not paid for in accordance with the contractual agreement.

7.1. TransLaw undertakes to prepare, select and supervise service providers conscientiously, in accordance with the duties of care expected of a prudent businessman. 7.2. TransLaw’s liability is governed exclusively by the written agreements between the parties. All claims not expressly granted herein – including claims for damages, regardless of their legal basis – are excluded, unless they are based on an intentional or grossly negligent breach of contract by TransLaw, by a legal representative or by a vicarious agent. 7.3. Furthermore, the contracting parties agree that any claim for damages against TransLaw, regardless of the legal basis, shall be limited in amount to the agreed fee. 7.4. Insofar as TransLaw is entitled to claims for damages against third parties in connection with the performance of the contract, TransLaw shall also assign such claims for compensation to the client, provided that the client accepts the assignment of such future claims. In such a case, the client shall have no further claims against TransLaw. The client is entitled to enforce such claims at its own expense.

8.1. Invoices issued by TransLaw are due in accordance with the payment terms agreed therein. In the event of late payment, TransLaw is entitled to charge interest on arrears and reminder fees. 8.2. The client may only set off undisputed claims or assert a right of retention.

The client agrees that TransLaw may engage subcontractors to perform certain partial services.

TransLaw is permitted to work for companies which may be in competition with the client.

11.1. The client must submit any complaints in writing, stating the grounds for them, within three working days of TransLaw’s performance of the service. In the event of justified and timely complaints, the client is entitled to compensation. 11.2. Claims for damages by the client, in particular arising from impossibility of performance, breach of contractual obligations, fault at the time of conclusion of the contract, defective or incomplete performance, or tort, are excluded unless they are based on wilful misconduct or gross negligence on the part of TransLaw.

German law shall apply exclusively to the legal relationships between the customer and TransLaw, and to the question of whether a contract has been validly concluded, as well as to its preliminary and subsequent effects.

Gengenbach is agreed as the place of jurisdiction for all disputes arising directly or indirectly between TransLaw and the customer. However, TransLaw is also entitled to designate another court with jurisdiction over the client.

14.1. The contracting parties agree to maintain strict confidentiality regarding all information arising from their business dealings vis-à-vis third parties, even after the termination of the contractual relationship. 14.2. Claims and other entitlements arising from this contract may only be assigned by the client with the prior written consent of TransLaw. The client is advised that data will be stored in the course of the performance of the contract. Date: 1 November 2017 TransLaw