General Terms and Conditions

1.  Scope of the General Terms and Conditions

1 – The following Terms and Conditions shall exclusively govern all current and future translation, writing, editing, proofreading and localisation services provided by Seiler Language Services (“SLS”).

2 – The term Client within the meaning of these Terms and Conditions shall encompass all natural or legal persons for whom work is done or services are rendered as part of such persons’ private or business activities.

3 – The term Services within the meaning of these Terms and Conditions shall encompass translation, writing, editing, proofreading and localisation services rendered by SLS.

2.  Services

1. – All business transactions shall require SLS’s prior written confirmation in order to be legally binding.

2 – The Client undertakes to supply all required documents by e-mail, on a data storage device in a format that can be processed by SLS, or in printed form. All other ways of transmission must be agreed upon in writing by and between the parties hereto.

3 – The Client furthermore undertakes to provide reference texts, plans or pictures for subject-related specialist texts, which will enable SLS an easy understanding of the matter in issue. Unless the Client provides a list of special terms to be used, the vocabulary found in corresponding, subject-related dictionaries and texts shall be regarded as proper terminology for the subject-related terms.

4 – Should SLS have any difficulties in understanding specialist texts, the Client undertakes to have all questions of SLS answered by the contact person mentioned in the Service request in such a way that a text can be set up by her.

5 – Any changes have to be submitted to SLS immediately in writing and, in case of a translation, must be clearly marked. Should the Client have any additional requests, they need to be specified in detail and in writing, and will be charged at an additional cost.

3.  Conditions for Rendering of Services

1 – Unless otherwise agreed upon in writing in advance by and between the parties hereto, the delivery dates mentioned in the quotation and the order confirmation shall not be regarded as legally binding. In case of understanding difficulties of SLS, the delivery time shall be extended by the time needed to get in touch with and talk to the Client’s contact person in order to clarify those issues.

2 – The agreed upon delivery time shall be regarded as having been kept if the finished work is dispatched to the Client in the agreed upon form and in such a way that the Client should have received it in due time under normal circumstances.

3 – SLS shall not be liable for delays caused by Force Majeure or for any reasons outside SLS’s sphere of influence.

4.  Rights of Use

1 – By signing this Agreement, the Client confirms that he/she/it is the owner of the copyright or rights of use and exploitation of such text as required to give permission for a translation/amendment of the text. The Client herewith transfers such rights to SLS as far as is necessary for her to render the Service.

2 – The Client expressly undertakes to exempt SLS from any claims by third parties in this respect and shall remunerate her for any legal expenses, which may accrue to her in this respect.

5.  Payment Conditions

1 – The rate per hour is understood as a net price excluding VAT and – as agreed upon in advance – other expenses and surcharges for certifications and urgent Services.

2 – The Client undertakes to pay the due invoiced amount within 14 days after the invoice date. If this period is exceeded, the Client shall be in payment arrears.

3 – In case of payment arrears, SLS shall be permitted to stop other work for the respective Client until all amounts in payment arrears have been paid in full.

4 – The Client may only be entitled to set off amounts, if his/her/its counter claims have been confirmed by court in a legally binding way or accepted by SLS in writing.

5 – The Client may only use his/her/its right of retention if his/her/its counter claim is based on the same contractual relationship.

6.  Reservation of Title

Upon the Client's completion of all payments provided herein, the full title of all Services described in the Agreement shall be the property of the Client. SLS has no obligation to take any steps to protect any copyright, trademark or other right of the Client with respect to the Services rendered. Notwithstanding the foregoing, SLS shall have the right to retain file copies of the Services rendered, subject to the provisions of paragraph 11 below.

7.  Guarantee

1 – SLS undertakes to render Services free from defects. SLS shall be informed about any possible defects in writing by the Client within 7 days after receipt of the corresponding Service. The complaint shall include the original document as well as the defective work with a marking of the defects. After the aforesaid deadline has passed, the Client may no longer base claims on defects in any work.

2 – In case of a complaint, the Client shall grant SLS an appropriate period of time to rectify the defects free of charge. Should SLS fail to rectify the defects within said period, the Client shall be entitled to reduce the price of the Service accordingly in agreement with SLS.

8.  Liability

1 – SLS shall be liable for intent and gross negligence up to a maximum of the order value. A liability for slight negligence shall be taken over by SLS only if she failed to fulfil one of her fundamental contractual obligations. A liability for cases of Force Majeure and cases, which are not in SLS’s sphere of influence, shall be excluded.

2 – SLS undertakes to guaranty that any work can be used for printing if she was informed of this requirement in writing in the Service request by the Client, if the galley proofs were sent to her for examination in due time and if she had enough time to check the correctness of the galley proofs. Otherwise, all guaranty claims or claims for damages of whatever kind shall be excluded.

3 – Translation works are meant for the sole use by the Client. The Client shall exclusively be liable in case of copying or making available of the translation for commercial, advertising or any other use.

4 – SLS shall not be liable for data transmission problems, which are outside her sphere of responsibility. SLS shall furthermore not be liable for the transmission of viruses or damage caused by such viruses if SLS has her software and data checked regularly by an anti-virus software. SLS shall furthermore not be liable for any unauthorised use of the Client’s data by third parties if this could not be avoided despite proper technical precautions having been taken.

9.  Cancellation

Should a service be cancelled through no fault of SLS, she shall be entitled to charge the Client 100 % of the price agreed upon for the work already having been carried out.

10.  Secrecy Clause

SLS undertakes to treat any information that is not publically available confidentially and to ensure that confidential information and documents are not made accessible to third parties. The liability of SLS within this secrecy clause shall be subject to the liability limits mentioned in paragraph 9 of this Agreement.

11.  Applicable Law

This Agreement shall be subject to South African law. The parties hereto undertake to try to resolve any dispute arising from their business relationship in an amicable way. Should they fail to reach an amicable solutions, a mediator will be called upon to finally settle the dispute. His or her decision shall be accepted by both parties as binding and final.

12.  Severability

Should stipulations of the agreement with the Client be or become legally invalid or ineffective, this shall have no effect upon the validity of the remaining conditions. The parties hereto shall in such a case try to replace the invalid or ineffective stipulation by legally valid one coming as close as possible to the intended effect of the invalid or ineffective stipulations.