General Terms and Conditions

The following General Terms and Conditions form the basis of the contract (hereinafter: the "Contract") between KERN AG, Global Language Services (hereinafter: "Clicktranslate") and the Client (hereinafter: the "Client") for Orders placed via the clicktranslate.net website (hereinafter: "Website") as well as via related websites. They are valid for all business dealings between Clicktranslate and the Client, and establish access to and use of the Website, clicktranslate.net, in addition to all associated services (hereinafter: "Services").

By accessing or using the Website or the Services, you are agreeing to the service's terms and conditions, as well as to those of KERN AG (www.e-kern.com/AGB.pdfso gemacht.). Should you not agree to the aforementioned terms, please leave this site immediately.

The following components of the Contract come into force when an order is placed via the Website:

1. The terms agreed for the specific Order
2. The terms and conditions laid out herewith
3. KERN AG's General Terms and Conditions (www.e-kern.com/AGB.pdf)

In case of discrepancies, the components of the Contract are valid in the order in which they appear above.

For the purpose of this agreement:

"Source Materials" refers to any data, whether electronic or otherwise, that the Client conveys to Clicktranslate via the Website for the purpose of fulfilment of the Services.

The final translation of the source material is referred to as the "Delivery" or "Deliveries".

All Orders as well as any formal enquiry made regarding the Services on the Website shall be labelled as an "Order".

1. Clicktranslate.net is an online internet site for translation Orders and projects.
2. The Client shall be charged for the translation according to the number of words, language(s) and services requested. The word count calculated by Clicktranslate is final and non-negotiable. The counted words can always be accounted for. The Client shall be notified immediately for confirmation of any alteration to the word count.
3. All the prices and fees stated on the Website may be changed without advance notice. Clicktranslate reserves the right to calculate a surcharge for additional Services that arise after placement of the Order, as well as to determine the currency in which the Client is charged for the service.
4. The Client is responsible for selection of the appropriate Service for the translation of the Source Materials. Clicktranslate cannot be held responsible for the translation services selected not fulfilling the Client's actual needs.
5. When placing an Order, the Client shall provide details about the source material on the Website, deliver the source material to Clicktranslate, and confirm agreement to the General Terms and Conditions and the quoted price agreed previously An Order shall be considered placed when the Client's payment for the Services enters Clicktranslate's account prior to the Service being performed.
6. Clicktranslate is not at liberty to correct errors or omissions in the source text which could reduce the quality of the target text and/or the translation.
7. The source material shall be subjected to a virus scan before being submitted to Clicktranslate.
8. Clicktranslate reserves the right to refuse an Order and/or a translation, if the source text is offensive, defamatory, obscene, violates any law, or is deemed inappropriate in any way by Clicktranslate. Clicktranslate's decision shall be considered binding and final.
9. Clicktranslate would be happy to offer an estimate of costs in advance based on the information and/or source texts provided by the Client.
10. The translation processing time stated on the Website is valid only as an estimation. Clicktranslate shall attempt to adhere to this, but may not be made liable for delayed Delivery of the translation. It shall not be regarded as a binding assurance. The Client is obligated to accept any partial Deliveries in accordance with the agreed terms. Clicktranslate reserves the right to alter the Delivery date.
11. Payment shall be due at the time of placing an Order.
12. Payment may be made in Euros via paypal.com or moneybookers.com. Please bear in mind that we can only begin the translation process when the payment has entered our account.
13. In the event of a cancellation, the Client shall be charged for all services already performed in addition to a cancellation fee amounting to 25% of the Order's total value. In the case of an express translation, a cancellation fee of 100% of the Order's total value shall be charged.
14. In commercial transactions, complaints are only recognised if they are made to Clicktranslate in writing and substantiated with examples of the deficiencies. In the case of obvious deficiencies, this should occur immediately after Delivery of the translation/services; in the case of deficiencies discernable only upon reviewing the translation/services, notification must be provided immediately after this has identified; in the case of concealed deficiencies, the Client must contain Clicktranslate immediately upon discovery of the deficiencies. Moreover, complaints in non-commercial translations must be made in writing, stating precise details of the deficiency. In both commercial and non-commercial transactions, all letters of complaint shall be considered void in the case of obvious deficiencies if received more than two weeks after Delivery of the translation/services, or after a maximum of four weeks in the case of discernable or concealed deficiencies. In the case of justified complaints that have been made in an appropriate manner, Clicktranslate shall be entitled to improve the translation/service at least twice or to rewrite it entirely, at its own discretion. The Client remains obligated to accept the service performed and to make the payment.
15. The Client shall ensure that the rights of a third party are not conflicted by the editing, use, reproduction and/or publication of information, documents and other objects that have been transmitted to Clicktranslate. The Client shall indemnify Clicktranslate and their subcontractors against any liability for third-party claims that relate to any use, editing or reproduction of this information, documents and other related items.
16. The Client shall ensure that the source material transmitted via the Website is of a high quality and free of defects and errors in terms of both content and language. Clicktranslate shall not be liable for any errors in a translation resulting from the poor quality of the source material.
17. The Client is obligated to comply with the applicable laws whilst using the Website and Services. The Source Materials provided by the Client may not conflict with these General Terms and Conditions or any applicable laws.
18. The Client is not entitled to use any mechanisms, software or other methods in connection with use of the Website, which may interfere with the Website's operation. The Client shall not take any measures that may result in unacceptable or excessive damage to the Website's infrastructure. The Client is obligated to transmit all data and texts transmitted to the Website free of viruses, worms, Trojan horses, or any other data, programmes or technologies that may damage the system or the Website. The Client is obligated to check the delivered data using up-to-date software for viruses, worms, Trojan horses or other similar data, programmes or technologies that may damage the system.
19. The Website and Services offered via the Website are provided without any assurance of availability and quality.
20. In commercial transactions, Clicktranslate shall be liable for delayed deliveries, for non-fulfilment and compensation for damages, irrespective of the legal cause, with the exception of those caused by gross negligence or wilful intent, as well as for their vicarious agents and in the case of slight negligence, only to the extent that integral contractual obligations have been violated. Clicktranslate shall not be liable for consequential harm caused by a defect, other collateral damages and lost profit. The liability in commercial and non-commercial transactions for slight negligence shall be double the invoice amount of the Delivery/Service that resulted in the damage, up to a maximum of twenty thousand Euros. In the case of wilful neglect and gross negligence of the vicarious agents in commercial transactions, the liability shall be three times the invoice value, up to a maximum of thirty thousand Euros. The obligation for the compensation for damages is always restricted to typical direct damages which were foreseeable when the Contract was first agreed. The liability limits shall decrease by a third should the Client be insured against damages. The Client shall be subject to extensive obligations to co-operate and shall be obligated to check that every service delivered by Clicktranslate is free of error and can be used in the specific situation before using it elsewhere. Should the Client wish to publish the translated text or use it for advertising purposes, or wish to have the text formulated in a particular style, clear information, glossaries and the specifications for the style as well as the text itself must be provided when placing the Order. The Client shall provide Clicktranslate with a proof for approval before printing. Clicktranslate shall not be liable for consequential damage, such as the printing of documents containing errors, should the Client fail to fulfil this obligation to co-operate comprehensively and in good time.
21. Should the Client violate the provisions of the Contract concluded when making an Order, Clicktranslate may terminate the agreement immediately. The Client is obligated to pay the full price for Services already performed and for work that has already been started.
22. The Client shall indemnify Clicktranslate, its owners, management, employees, representatives, deputies, successors and legal successors for and against any losses, damages or costs, including legal fees and compensations for damages, which occur as a result of a violation of these General Terms and Conditions.
23. Clicktranslate shall treat as confidential all information with which they have been provided in the context of their work and which has been labelled as such. They shall, moreover, take appropriate measures to prevent unauthorised third parties from learning of information/documents and/or from being able to use them. The confidentiality obligation shall end as soon as the confidential information becomes public and enters the public domain, or should it already have been known to us. Clicktranslate shall not pass on the Client's confidential information to unauthorised third parties, but may employ third parties for the fulfilment of the Services, as long as these are also obligated to keep the information confidential. The confidentiality obligation shall end three years after the information or documents have been transferred to us. In the case of the electronic transfer of texts and data between the Client and Clicktranslate, Clicktranslate cannot guarantee complete confidentiality due to the possibility of external interference. Should stricter confidentiality obligations be required when processing specific documents, the Client is obligated to present Clicktranslate with these obligations in writing as accurately as possible when placing the Order. They must also provide any necessary programmes, codes and passwords.
24. The delivered service and all associated rights shall remain the property of Clicktranslate until the Client has settled all outstanding demands for payment in full. Clicktranslate reserve all rights to any products of specific additional Services, such as the composition of a specialist terminology list, a word list or a glossary. Insofar as the property rights for these Services are assigned to the Client, the Client shall grant a simple and transferable right of use to these. Clicktranslate is entitled to reproduce, translate, edit and publish the individual results. The rights of use are granted for an unspecified time period and may only be terminated for good reason. Methods, information, software and databases which are used whilst translating the source material are the property of Clicktranslate.
25. The Client shall grant Clicktranslate a simple, non-exclusive right to use the Client's corporate terminology and logo or a combination of both (hereinafter: the "Trademark") throughout the world, and to reproduce it to advertise the co-operation for promotional purposes. Clicktranslate is obligated to use and reproduce the Trademark exclusively as part of the reference data of their Client base and recognises the Client's right to the Trademark. Clicktranslate shall not interfere with these rights in any way but may request the Trademark at any time in an electronic format (i.e. in a format that is suitable for printing and for use online). The trademark may only be used by KERN AG in the formats and colours provided by the Client.
    The contents published on the Website may not be copied or distributed, used in any other way or reproduced without this being agreed in advance by the holder of the rights. This also applies to copying into "Robot/Crawler" search engine technologies or other automatic mechanisms. The layout of the websites and these General Terms and Conditions may only be reproduced and/or used on other websites with the written agreement in advance of Clicktranslate.
26. Without the explicit approval of Clicktranslate, their salaried and freelance employees may not be employed, engaged or commissioned either directly or indirectly within twenty-four months of completing the Client's final Order. Moreover, the Client is not entitled to make an offer for such activities to the aforementioned employees either verbally, in writing, or any other form.
27. The Client hereby agrees to the saving of personal data for data protection purposes.
28.  The language of the Contract is German. German law applies for any legal relations between Clicktranslate and the Client. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
29. The place of completion for the obligations of both KERN AG and the Client is the KERN AG office charged with processing the Order. For outstanding debts, the place of payment is KERN AG's head office in Frankfurt am Main, Germany. The exclusive place of jurisdiction is Frankfurt am Main, Germany.
30. Should any provisions of these terms and conditions or any other of the agreements become invalid or contain a loophole requiring explanation, the validity of all other provisions and/or agreements shall not be affected. Any void provisions shall be replaced, and any loopholes explained with a provision, which most closely approximates the economic aim of this agreement and which would have been agreed by both Parties had they been aware of the invalidity of the provision.
31. These General Terms and Conditions may be subject to change at short notice. Please contact KERN AG should you wish to receive an up-to-date version of the agreement.

By entering this Website, you automatically confirm agreement of our General Terms and Conditions.

November 2008