Terms and Conditions of Capital Language Solutions teaching, translation, social media and intercultural training services:

1. Scope
These General Terms and Conditions apply to all current and future contracts between Capital Language Services (hereafter “Capital”) and its clients, even if they are not explicitly renewed for each new contract. A client’s General Terms and Conditions of Business shall only be binding if this has been explicitly accepted by Capital.
2. Services
Capital is a service company that offers its services in the form of foreign language teaching, social media and translations, as well as related services such as proofreading, text correction, language coaching, etc. Capital’s range of services are referred to throughout these terms and conditions using the collective term “services”.
3. Teaching
3.1. Contractual conditions

Capital Language Services organises language courses for its clients at individually agreed conditions.
3.2. Payment
Invoices for individual tuition, closed groups and company courses are issued at the end of each calendar month for the lessons that have taken place during that month. Payment is due within ten days of receipt of the invoice. Any additional fees in relation to third party services will be invoiced separately. A charge of €5.00 will be made for each reminder letter sent in cases of late payment.
3.3. Scheduling classes
The dates and times of individual classes and company courses are to be agreed in advance. Agreed appointments are to be kept. Should it be necessary to cancel or postpone an appointment, this should be done at least twenty-four hours in advance. Cancellations for classes made with less than twenty-four hours’ notice will be invoiced in full.

There are no classes on official public holidays in Berlin, as well as during the period between the 24th and 31st December each year. Unless otherwise agreed, classes take place on weekdays.
3.4. Teachers
Capital reserves the right to organise short-term and longer-term substitute and replacement teachers. Capital will inform its clients immediately if this is the case.
3.5. Contract duration and cancellation
Contracts for individual lessons, private groups and companies in which a fixed period is defined are valid for this specified period of time. Once the services specified in the contract have been delivered, the contract will expire automatically.

3.6. Liability

Course participants are responsible for themselves at all times. Capital does not accept any liability whatsoever for any loss, damage or injury to persons or property. Capital shall only be liable under the statutory provisions in cases of wilful or gross negligence.
4. Translations
4.1. Translators
As a rule, permanent employees of Capital will carry out all translations. In situations with an excessive volume of translation work, Capital reserves the right to allocate translation work to trusted partner translators. In such cases, Capital guarantees that permanent employees of Capital will always undertake the final proofreading.
4.2. Definitions
The “source” text is the original text in the original language. The “target” text is the finished, translated text. The document, whether in physical, electronic or digital form, supplied to the client is the “translation”.
4.3. Delivery
Where possible, source texts should be sent to Capital as MS Word documents (“doc”, “docx”, “rtf” or “txt”). Other file formats accepted by Capital without surcharge include MS Excel (“xls” or “xlsx”), MS PowerPoint (“ppt” and “pptx”) and website content (“html”). Text-based PDF documents and content only available online, Capital reserves the right to levy a surcharge for the conversion of documents to MS Word format. Non-editable source texts, such as printed material, scanned PDF documents, CAD files, etc., provided that they are accepted at all, will always be subject to additional charges.
4.4. Calculation/Cost estimates/Additional charges
Translations are invoiced based on the standard lines of text in the source text (55 characters, including spaces).
Cost estimates are based on the source text supplied to Capital by its client. Deviations from the number of standard lines used to calculate a cost estimate may be the result of the linguistic characteristics of the target language. Irrespective of the number of standard lines, it may be possible to agree upon a fixed price for a translation project (e.g. for a complete website). As soon as it becomes clear that the final price for a translation will exceed the price given in the cost estimate by more than 10%, Capital will inform its client immediately. In such cases, the client has the right to cancel the remainder of the work. Any work carried out by this point of time will be invoiced as normal.
Any additional surcharges will only be applied in consultation and with the agreement of client. Generally, any translation project described in the order as “urgent”, “express”, “rush” or similar is automatically subject to Capital’s express surcharge. Surcharges are determined depending on the difficulty level of the text, problematic formatting of the source text (see above) and the requested delivery date. A surcharge of 25% can be applied at Capital’s discretion for express orders and weekend translation projects (i.e. delivery of the source text after 15:00 on Friday for delivery of the translation by 10:00 on Monday). As specialised terminology can require extensive research, a surcharge is generally applied to the translation of pure word lists devoid of context.
Due to the complex nature of calculating cost estimates for individual translations for individual clients, Capital does not publish a binding price list. Instead, specific, translation- and project-based contracts apply. Any changes to Capital’s standard line price or hourly rate are not published via Capital’s website. Clients are informed of changes when they subsequently request a cost estimate for a translation.
4.5. Commissioning a translation/application of these terms and conditions
Translation work, in particular first orders from new clients, will only be carried out following binding acceptance of Capital’s cost estimate for the translation. Translation contracts will generally be agreed electronically (via email) or in writing. With regular clients the agreement can be made verbally (over the telephone) or in person. Upon placing their order for a translation, the client accepts these terms and conditions, even if the acceptance is not explicitly confirmed by the client.
4.6. Cancellation
If the client cancels an order for which work is already in progress, the costs accrued to the point of cancellation will be invoiced by Capital. At least 25% of the agreed contract price will be invoiced.
4.7. Non-solicitation of third party translators
Capital reserves the right to commission third parties (e.g. freelance translators, external editors) and therefore reserves the right to forward all the data required for the completion of a translation to qualified third parties. Capital is only liable for the careful selection of these third parties. Capital’s duty of care in the selection of third parties is fulfilled when the third party is an accredited or certified translator.
Contact between the client and a third party contracted by Capital is not permitted without Capital’s written consent. The contractual relationship exists solely between the client and Capital. If Capital opts to involve a third party, the client is prohibited from soliciting this third party directly. This prohibition is valid for a period of one year after a project or translation has been completed. The Client shall be liable for non-compliance to Capital for any damages arising and Capital reserves the right to exhaust all available legal remedies.
4.8. Delivery deadlines
Capital will do everything in its power to complete translations within the agreed time frame. If delays are caused by technical problems or force majeure, Capital will accept no direct liability. In such extreme cases, Capital will seek an alternative deadline or engage a third party to extradite the translation. Should neither of these options be available, Capital reserves the right to cancel the contract. Minor delays do not entitle the customer to refuse acceptance or to claim damages. In such cases, Capital will usually grant a discretionary discount on the value of the order value.

Capital accepts no liability for delays resulting from delivery difficulties (e.g. courier or postal delays, server problems).
4.9. Delivery
Unless otherwise specified, translations are delivered to clients as email attachments in MS Word format. Translations are delivered in the target language unless otherwise specified by the client, in which case dual language documents may be delivered. Multiple translations are delivered to the client in compressed folders (.zip folders). Large documents (such as PowerPoint presentations) may be delivered as physical media (CD or DVD). Deliveries of physical media within the Berlin area are made via courier.
4.10. Payment
The client will be invoiced by Capital upon delivery of the translation. The client is responsible for checking the translation immediately upon receipt. The amount specified in Capital’s invoice is due by the date specified in the invoice once the client has accepted delivery of the translation.

Translations are also deemed to have been accepted if the client pays the invoice in full.
4.11. Ownership rights
Translations remain the property of Capital until the invoice has been paid in full. Until payment has been received, the client has no rights of use.
4.12. Translation copyright
The copyright for a translation is retained by the translator. This is particularly relevant for publications that Capital is required to report to VG Wort. Any claims of the translator to distributions VG Wort not be assigned. The rights of a translator to payments for publications via VG Wort are non-transferrable.
4.13. Certified copies/legal validity
Capital does not translate official documents (e.g. birth certificates, marriage certificates, etc.). Translations of legal documents (e.g. contracts, financial reports, etc.) are not legally binding. The source text remains the legally binding text. Capital assumes no liability, even if the client does not explicitly endorse this disclaimer, for legally correct terminology, names, values, regulations and facts.
4.14. Responsibility and support of the client
The client is solely responsible for the technical and linguistic accuracy of the source text. The client is responsible for voluntarily providing any additional information and documents that are required for the translation when agreeing to commission Capital for their translation. These supplementary documents may include glossaries, drawings and diagrams.

Capital will translate terminology and abbreviations using generally accepted lexical forms unless otherwise instructed by the client. Figures are reproduced using customary industry standards (e.g. using the Microsoft style guide) unless otherwise specified. Capital does not check calculations (e.g. currency exchanges, balance sheet figures, etc.) for accuracy. Capital accepts no liability for any such errors.

The client has to inform Capital of any special wishes (e.g. delivery in a special format) and provide details of the target audience and purpose of the source text (e.g. blog article, trade publication, marketing text, etc.) at the earliest possible opportunity.

If a translation is intended for publication in print, the client has to provide Capital with a proof copy. In the event of non-compliance with these obligations, Capital accepts no liability for any resulting errors.
4.15. Correction of errors
Capital reserves the right to remedy any errors. The client has to inform Capital in writing of any errors within ten working days of delivery of the translation. If Capital is not informed of any errors within this timeframe, the translation is deemed to be free of errors. Subsequent assertion of remedy claims is excluded.

The client has to provide Capital with specific details of any errors when making a claim for remedy and/or correction.

The client’s rights to remedy and/or correction are limited to the subsequent fulfilment of the contract by Capital. Should subsequent remedy and/or correction not be acceptable to the client, the client has the right, in consultation with Capital, to reduce the agreed payment for the translation.
4.16. Liability/Damages
Capital’s liability, warranty and claims for damages are limited to the value of the order. Capital is liable for gross negligence and wilful misconduct to a maximum of the value of the order. When translating word lists without context, the accuracy of the translation is cannot be guaranteed.

Capital will only accept liability for minor negligence if contractual obligations are breached. Capital will only accept liability in the cases of translations intended for printed publication if Capital has approved the proof copy and, for other publications, if Capital has been informed of the intention to publish the translation by the client at the time the order was placed.

Capital is freed from any liabilities as soon as the client makes any changes to the translation supplied by Capital. Capital is not liable for any damages arising should client publish a translation without first proofreading the text.

In cases of disagreements or differences of opinion, both Capital and the client shall endeavour to settle matters amicably.
4.17. Confidentiality/Data protection
All translation work is treated by Capital as confidential, even when no confidentiality agreement has been signed. Third parties contracted by Capital are equally bound by this commitment to confidentiality in relation to any documents, texts, graphics and information supplied by the client. No documents or information will be passed on to other third parties. Documents supplied by the client will only be used for the agreed purposes of translation. Should a third party contracted by Capital breach this confidentiality agreement, they will be solely liable for any and all consequences.

The client can also request a specific confidentiality agreement. Capital is unable to provide any legally binding guarantees related to the security of documents transmitted electronically. Despite the fact that Capital uses up-to-date software, operating systems and Internet browsers, it is not possible to provide a binding guarantee that documents are virus-free. Capital accepts no liability for damage resulting from the transmission of a computer virus.

Should the client elect to have the translation sent by post or another authorised shipping company (e.g. courier), Capital’s liabilities in relation to accidental destruction, accidental damage or delayed delivery of the translation end at the point at which the translation is handed over to the post office or the shipping organisation for transfer to the client. Capital does not accept any liability above or beyond the liability accepted by the post office or the delivery company responsible for any damages.

Unless the client explicitly objects, Capital normally saves a copy of each translation securely for a period not less than two years.
5. Social Media
5.1
6. Applicable law
All contractual and other business ties between Capital and the client are subject to the laws of the Federal Republic of Germany, excluding international sales law.
7. Legal venue
Venue of performance and jurisdiction for all disagreements is Berlin.
8. Severability clause
The invalidity of one or more provisions of these terms and conditions shall not affect the validity of the remaining provisions. The invalid clause will be replaced by a valid clause corresponding to the commercial intent of the invalid clause.

Should Capital choose to waive its rights as specified in these terms and conditions in an individual case, this does not constitute a waiver of that right or claim in regard to subsequent claims in the individual case or in general.
9. Changes to these Terms and Conditions
Any changes to these terms and conditions will be communicated in writing to Capital’s current clients.

The changes are deemed to have been accepted by the client if Capital is not informed otherwise in writing within two weeks of receiving the new terms and conditions from Capital. Previous versions of Capital’s terms and conditions are immediately invalidated by the latest version of Capital’s terms and conditions.

 

Berlin, 2015