These General Terms and Conditions, as amended from time to time, are effective as of January 1st, 2018 and apply to the entire legal relationship between Nicole König and another party (“the Client” and/or “you”) pursuant to which Nicole König performs or will perform services. Nicole König, with business address Am Contersiegel 11, 67697 Otterberg, Germany, is owned and operated under German law by Nicole König with VAT ID / Umsatzsteuer-ID No. DE307447265, with the object to provide, among other services, app translation, marketing and website translation and/or revision from German to English, copywriting for websites, content marketing, and blog post writing.
- Defined Terms
For the purpose of these General Terms and Conditions, except where context clearly indicates otherwise, the capitalized words used throughout this document will mean:
2.1 Client: A person or organization using Nicole König’ services.
2.2 Confidential Information: All technical and non-technical information related to the Client, its business, its clients or any Project, including but not limited to, the text of any documents delivered to the Client by or on behalf of the Client and any translation of that text rendered or reviewed by or on behalf of the Client.
2.3 Controller or Controller Responsible for the Processing: The natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the Controller or the specific criteria for its nomination may be provided for by Union or Member State law.
2.4 Copy: The output of Nicole König’ translation and copywriting service.
2.5 Copywriting: Text written for the Client for advertising or other forms of marketing.
2.6 Data Subject: Any identified or identifiable natural person, whose personal data is processed by the Controller or Controller Responsible for the Processing.
2.7 Draft: A preliminary version of a piece of writing developed by Nicole König for the Client.
2.8 Payment Schedule: The timeframe within which each step of the Project is expected to be completed.
2.9 Personal Data: Any information relating to an identified or Identifiable Natural Person (“you” or a “Data Subject”). An Identifiable Natural Person is someone who can be identified, directly or indirectly, in particular by reference to an identifier (a.k.a. identifying information), such as a person’s name, their identification number, location data, an online identifier or one or more physical, physiological, genetic, mental, economic, cultural or social characteristics that make-up that natural person’s identity.
2.10 Processing: Any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
2.11 Processor: A natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.
2.12 Project Budget: The total amount to be paid by the Client for the performance of the service or Project.
2.13 Project Deadline: The final date by which the Project is scheduled to be fully completed and delivered to the Client.
2.14 Project Specification Sheet (PSS): An additional document drafted by Nicole König detailing the specific characteristics of the Project, including among other things, the Project Budget, Project Schedule, and Project Deadline.
2.15 Project: The services or work ordered by the Client to be performed by Nicole König.
2.16 Source Text: Text provided by the Client to Nicole König in one language for translation into another language.
2.17 Target Text: The output of Nicole König’ translation service.
2.18 Third Party: A natural person or entity who may be indirectly involved but is not a principal party to the present General Terms and Conditions of Service.
2.19 Vendor: Any person and/or legal entity subcontracted by Nicole König, pursuant to Section 19 (Standard of Care) for the purpose of performance of the agreed-upon services or Project.
- Engagement of Service
Nicole König agrees to perform all ordered services or Projects in a timely and professional manner as described in your Project Specification Sheet (PSS) or contract. The manner and means that Nicole König chooses to perform the Project are within its sole discretion and control. Nicole König will have sole control over where, when and how the Project is performed, including whether or not to subcontract Vendors, as defined in Section 2 (Defined Terms), for all or part of the Project as set forth in Section 19 (Standard of Care). In performing the Project, Nicole König will provide its own equipment, tools, and other materials at its own expense, except for the additional expenses set forth in Section 12 (Additional Expenses). Nicole König and You each agree to act with good faith and fair dealing in the performance of these General Terms and Conditions.
- Scope of Specific Services
These General Terms and Conditions apply equally to all services rendered by Nicole König to the Client. However, specific services are subject to the following additional provisions:
5.1 Literary Translation: Nicole König will make her best effort to interview the Client or the Client’s representative to gain as much knowledge about the subject matter and intent as possible. Nicole König may request further insights and information on the subject matter or related matters. If the Client fails to provide this information in a timely manner before the Project Deadline, Nicole König cannot guarantee translation accuracy.
5.2 Blog Post Writing: Nicole König may require its name and a link to its website to be included in the author section of blog posts written by Nicole König for the Client.
5.3.1: Website Creation: Nicole König will make its best effort to interview the Client or the Client’s representative to better understand the Client’s target market, desired tone, and USP and to address any of the Client’s possible concerns. Nicole König undertakes to research and suggest deeper customer motivations than those identified by the Client so that the website’s Copy can be written in terms of benefits rather than features and similar marketing criteria. If the Client should accept Nicole König’ suggestions, it is still the Client, and not Nicole König, who is ultimately responsible and legally liable for that Copy.
5.3.2: Content Marketing: Nicole König will make her best effort to interview the Client or the Client’s representative to gain as much knowledge about their customers and product touch points as possible and to try to find out what kinds of questions customers are asking (e.g. customer support and similar topics
5.4 SEO Translation (including, but not limited to, SEO research in target language): Though Nicole König pledges to diligently conduct all necessary research for the provision of this service, specific page rankings cannot be guaranteed. ). For projects including SEO, Nicole König then undertakes to conduct additional research to determine popular keywords and key phrases that have a high search volume and to develop a strategy that should, ideally, help customers find the Client during different stages of their consumer journey. Nicole König will then submit those popular keywords and phrases to the Client for approval. Despite Nicole König’ best efforts to find the most popular keywords and phrases for the Client, SPECIFIC RESULTS CANNOT BE GUARANTEED. In addition, if the Client should approve Nicole König’ suggested keywords and phrases, it is the Client and not Nicole König who is ultimately responsible and legally liable for them.
5.5 Website Translation and/or Localization: The Client is responsible for providing the entire text to be translated. Nicole König will make its best effort to notify the Client of any obvious omissions in the Source Text, but the Client is ultimately responsible for the quality and accuracy of its own Source Text and how that may affect the Target Text. When hired to do so by the Client, Nicole König will look over the finished translated website to make sure that the translated text has been implemented correctly and makes sense in context.
- Changes to the Order
Any changes requested by the Client to any of the Project details described in the Project Specification Sheet could potentially affect the Project Budget, Payment Schedule or Project Schedule, as defined in Section 2 (Defined Terms). When any such changes are requested by the Client, they must be confirmed by Nicole König in writing. Both Parties agree to act in good faith and promptly when considering a change, but Nicole König is not obligated to perform a change to which she has not expressly agreed.
- Early Cancellation by Client
Should the Client decide to cancel the project in part or in whole before the Project Deadline, as defined in Section 2 (Defined Terms), the Client may be billed for the work completed from the time of acceptance until the time of cancellation. Payment will be subject to the same provisions set forth in Sections 9 and 10 (Budget and Payment and Upfront Payment and Installments), including the late payment fee set forth in Section 11 (Late Payment Fee). In addition, if an upfront payment was made, Nicole König may, at her discretion, keep the initial upfront payment as compensation for early cancellation by the Client.
- Inability to Perform Service
In the rare and exceptional case that circumstances beyond Nicole König’s control renders the performance of the service or completion of a Project impossible, the following may provide:
8.1 If no Drafts were submitted to the Client by Nicole König, the Client will be reimbursed in full for any payment received by Nicole König.
8.2 If Drafts were submitted and an upfront payment was received, Nicole König will not reimburse the upfront payment, but will also refrain from billing the Client for any additional work performed under the PSS.
- Budget and Payment
Any changes to your order that affect the final price owed by you must be confirmed by Nicole König in writing. Payment is due within 30 days of invoicing. Nicole König accepts payment via PayPal or Bank Transfer and will cover the transaction costs associated with either payment option. PayPal and Bank Transfer information will be sent to you together with your invoice.
- Upfront Payment and Installments
Nicole König may, at her sole discretion, require an up to hundred percent (100%) upfront payment. When that is the case, a 5% advanced payment discount applies.
- Late Payment Fee
A late payment fee equal to three percent (3%) of the amount overdue will be charged for each month payment is outstanding until paid, beginning with the invoice date of the late payment. In the event of late payment, if Nicole König is forced to send late payment reminder letters, a 40 EURO processing fee will apply. Nicole König may waive the processing fee of the first letter, at her discretion, and that waiver in no way constitutes a waiver of any other applicable processing fees or fines under German law.
- Addition Expenses
You agree to reimburse Nicole König for any expenses incurred by any additional services or Projects requested by you which were not part of your PSS.
- Subscription-Based Plans
Nicole König may offer a subscription-based social media management or content creation plan (number of months and posts per month to be agreed to in advance and confirmed in writing) at a fixed fee. The minimum subscription will be three (3) months, renewable by one-month intervals, after which time the price and other terms and conditions may be subject to change at Nicole König’ discretion. Payment for all subscription-based plans is subject to the same provisions set forth in Sections 9 and 10 (Budget and Payment and Upfront Payment and Installments), including the late payment fee set forth in Section 11 (Late Payment Fee).
Until payment is made in full, Nicole König retains ownership of all intellectual property and copyright rights over all works rendered. Although Nicole König hereby authorizes the Client to publish any works prior to final payment, that authorization does not constitute an exclusive license or waiver of any of Nicole König’ economic rights to the work in light of the Berne Convention or applicable German law, until payment is received in full. In the event of non-payment, in addition to the late payment fee described in Section 11 (Late Payment Fee), Nicole König reserves the right to withdraw its authorization to use the works until payment is made in full.
- Quality Assurance
Nicole König agrees to ensure, within reason, the utmost quality of its services. Specifically, in the case of her translation services, Nicole König will use any tools of her choice to perform Quality Assurance checks and spelling and grammar checks. In addition, Nicole König may hire a Vendor specifically for the task of proofreading, editing or otherwise helping to assure the quality of any translated texts or Copy. If that is the case, the provisions set forth in Section 19 (Standard of Care) will apply. The Client is given the opportunity to review the work and raise any quality-related concerns as follows:
15.1 For copywriting Projects, Nicole König will submit an initial “Final Draft” to the Client for review and comments. The review process typically consists of two rounds. However, if more rounds are required, Nicole König will continue to review and make changes until the Client is satisfied, provided that Nicole König determines, at her discretion, that the Client is acting reasonably. This applies until the work is signed off on or published (on paper, online, or any other format or media). After that point, any further changes are outside the scope of these General Terms and Conditions.
15.2 For translation Projects, the Client agrees to review the translation within fourteen (14) days after delivery and contact Nicole König with any quality concerns within that period. Those concerns will typically be addressed within 2 business days. If the 14-day period goes by without any quality concerns being raised by the Client, the work submitted will be deemed approved. If there is a difference of opinion in terminology or other linguistic issues, Nicole König will provide dictionary or other linguistic references supporting her position and/or may consult with her Third-Party Proofreader for a second opinion. Nicole König is not liable for unfounded, subjective or preferential concerns raised by the client.
15.3 Nicole König will provide no compensation for quality concerns, except when she determines at her sole discretion that the nature of the Client’s quality concern is such that compensation is in order.
- Client Obligations
The Client agrees to cooperate thoroughly with Nicole König for the performance of the service or Project. Any shortcomings or delays which result from unclear, incorrect or incomplete information or instructions on the part of the Client are to be borne by the Client. The Client must include any stipulations with respect to the language, terminology, intended purpose, layout, and any other special request at the beginning of the Project at hand, which may include, in the case of translation and/or localization, clarification of specialist terminology and any additional queries regarding subject matter and format, when applicable. Any supporting material and documents necessary for the performance of the service or Project are to be made available by the Client, unprompted, to Nicole König upon returning the signed PSS or as otherwise agreed upon. Should the material and documents supplied prove to be insufficient, Nicole König reserves the right to request further subject-specific material from the Client when necessary; and, in turn, the Client agrees to either: (i) provide further subject-specific material with sufficient time for Nicole König, at its discretion, to review it and adjust the work accordingly long before the Deadline, or (ii) extend the deadline accordingly if the requested subject-specific material is not provided with sufficient time for Nicole König, at its discretion, to review it and adjust the work accordingly long before the Deadline. The consequences of errors and delays which result from a failure to comply with these obligations on the part of the Client are to be borne by the Client.
- Intellectual Property Warranty
The Client asserts that by ordering the work it is not infringing any patent or copyright trade secret, trademark, or other proprietary right of any Third Party. The Client further asserts that it has not and will not use any intellectual property of others without that That Party’s consent. If the Client has failed to obtain said consent, the Client agrees to indemnify and hold Nicole König harmless as set out in Section 18 (Indemnify and Hold Harmless).
- Indemnify and Hold Harmless
Client agrees to indemnify and hold Nicole König harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees) which Nicole König may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by the Client for use by Nicole König in the work performed under the PSS and these General Terms and Conditions.
- Standard of Care: Subcontracted Work
- Electronic Means of Communication and Cloud Storage
Nicole König may use the Confidential Information solely to perform Project(s) assigned by the Client and specified in the PSS, ensuring the same degree of care as it accords to its own Confidential Information, but in no case less than reasonable care.
- Entire Agreement
These General Terms and Conditions may not be amended by the Client without express written consent by Nicole König.
If any term or other provision of these General Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced under applicable law, the Parties intend for all other terms, provisions and conditions of these General Terms and Conditions to nevertheless remain in full force and effect.
- Termination with Cause
Either party has the right to terminate these General Terms and Conditions in connection with a Project immediately in the event that the other party has materially breached these General Terms and Conditions and fails to cure such breach within three (3) days of receipt of notice sent by the non-breaching party, setting forth in reasonable detail the nature of the breach.
- Choice of Law and Jurisdiction
These General Terms and Conditions are governed by and construed under the laws of Germany. Any dispute or claim arising out of or relating to these General Terms and Conditions or claim of breach hereof must be brought exclusively to the courts of Germany. By execution of the present General Terms and Conditions, Nicole König and the Client both consent to the exclusive jurisdiction of such courts and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with these General Terms and Conditions.