These General Terms and Conditions, which we may amend from time to time, are effective as of the moment you (as “the Client”) hire Nicole König’s service (regardless of whether you do so by email, phone, or any other means). They apply to the entire legal relationship between Nicole König (“we” or “us”) and you for the performance of that service. Our business address is Am Contersiegel 11, 67697 Otterberg, Germany; and we are owned and operated under German law by Nicole König with VAT ID / Umsatzsteuer-ID No. DE307447265. The legal object of our company is to provide, among other services, literary translation, copywriting and editing.
- Defined Terms
For the purpose of these General Terms and Conditions, to make sure we understand each other correctly and are on the same page, the capitalized words used throughout this document will have the following meaning, except where context clearly indicates otherwise:
2.1 Client: is a person or organization using our services. That would be you.
2.2 Confidential Information: means any and all technical and non-technical information related to you, your business, your clients or any Project; that includes, among other things, the text of any documents with which you have entrusted us and any translation of those documents.
2.3 Copy: is the output of our copywriting service.
2.4 Copywriting: is text that we write for you for the purpose of advertising or other forms of marketing.
2.5 Draft: is a preliminary version of a piece of writing that we develop for you.
2.6 Payment Schedule: is the timeframe within which each step of the Project is expected to be completed.
2.7 Project Budget: is the total amount to be paid by you for the performance of the service or Project.
2.8 Project Deadline: is the final date by which the Project is scheduled to be fully completed and delivered to you.
2.9 Project Specification Sheet (PSS): is an additional legally binding document that we will send you, when necessary, in which we will describe in detail the specific characteristics of your Project, including among other things, the Project Budget, Project Schedule, and Project Deadline.
2.10 Project: means the services or work that you hired us to do.
2.11 Source Text: is the text you provide us within one language so that we can translate it for you into another language.
2.12 Target Text: is the output of our translation service.
2.13 Third Party: is a natural person or entity who may be indirectly involved or affected by these General Terms and Conditions but who is not a principal party to this agreement.
2.14 Vendor: is any person and/or legal entity that we may subcontract, as described in Section 19 (Standard of Care) below, to help us perform the agreed-upon services or Project.
3.1 If you are a returning Client with whom we have an established business relationship, you may not receive a PSS for every single project. In fact, you may not receive a PSS at all. Instead, we will honor any and all terms agreed to by email and/or telephone and/or any means by which we normally communicate. However, it is our intention that these General Terms and Conditions govern any disputes that may arise between us. Therefore, by continuing to use our service, you are agreeing to these General Terms and Conditions.
3.2 If you are an “agency” and/or “publishing house/publisher,” you may not receive a PSS for every single project. In fact, you may not receive a PSS at all. Whether or not you receive a PSS will depend on any other legally binding agreements between us, including those submitted by you to us. If our legal relationship is such that a PSS is not necessary, we will honor any and all terms agreed to by email and/or telephone and/or any means by which we normally communicate. However, it is our intention that these General Terms and Conditions govern any disputes that may arise between us. Therefore, by continuing to use our service, you are agreeing to these General Terms and Conditions. If you feel that there is an incompatibility between any provisions in any of the legal documents exchanged by us (including those submitted by you to us), we kindly ask that you raise those issues and negotiate those provisions with us. We’ll be happy to do everything in our power, within reason, to reach a mutually beneficial agreement with you. If no issues are raised by you, we assume you have read, understood, accepted, and agreed to these Terms and Conditions; and, therefore, these Terms and Conditions supersede any incompatible or otherwise problematic provisions in any of the agreements between us.
- Engagement of Service
Under these General Terms and Conditions, we will endeavor to perform any and all ordered services or Projects in a timely and professional manner as described in your Project Specification Sheet (PSS), when applicable. The manner and means that we choose to perform the Project are within our sole discretion and control. This means that we reserve the right to decide 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 described in Section 19 (Standard of Care). In performing the Project, we will provide our own equipment, tools, and other materials at our own expense, except for the additional expenses described in Section 12 (Additional Expenses).
- Scope of Specific Services
These General Terms and Conditions apply equally to all services rendered by us for you. 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: we may require our name and a link to our website to be included in the author section of blog posts that we write for you.
5.3 Copywriting: we will make our best effort to interview you or your representative to better understand your target market, desired tone, and USP, to address any of your possible concerns and to gain as much knowledge about your customers and product touch points as possible. We will then undertake 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 you during different stages of their consumer journey. We will submit those popular keywords and phrases to you for approval. Despite our best efforts to find the most popular keywords and phrases for you, specific results cannot be guaranteed. In addition, if you should approve our suggested keywords and phrases, you are still ultimately responsible and legally liable for them.
5.4 SEO Translation and Transcreation (including, among other things, SEO research in the target language): Although we pledge to diligently conduct all necessary research for the provision of this service, specific page rankings cannot be guaranteed.
5.5 Website Translation and/or Localization: You are responsible for providing the entire text to be translated. We will make our best effort to notify you of any obvious omissions in the Source Text, but you are ultimately responsible for the quality and accuracy of your own Source Text and how that may affect the Target Text.
- 5.6 Translation, proofreading, linguistic services: We all make mistakes and it’s quite possible that you might accidentally send us an incorrect or incomplete file for translation, proofreading or other linguistic services. If that happens, and we have already begun working on your incorrect or incomplete file(s) or text(s) as submitted by you, we will bill you for the work completed until the moment the error is discovered and/or communicated to us. We will endeavor to notify you as soon as possible if we discover or suspect a possible error in your source file. But you are responsible for making sure that you have sent us the right files or text for translation.
- Changes to the Order
Any changes requested by you to any of the Project details described in the Project Specification Sheet or another applicable form of Project confirmation 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 you, they must be confirmed by us in writing. We both hereby agree to act in good faith and promptly when considering a change, but Nicole König is not obligated to perform a change to which we have not expressly agreed.
- Early Cancellation by Client
Should you decide to cancel the project in part or in whole before the Project Deadline, as defined in Section 2 (Defined Terms), you 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 contained in Sections 9 and 10 (Budget and Payment and Upfront Payment), including the late payment fee described in Section 11 (Late Payment Fee). In addition, if you paid us up front, we may, at our sole discretion, keep the initial upfront payment as compensation for early cancellation.
- Inability to Perform Service
In the rare and exceptional case that circumstances beyond our control render the performance of the service or completion of a Project impossible, the following may happen:
8.1 If no Drafts were submitted to you by us, you will be reimbursed in full for any payment you made.
8.2 If Drafts were submitted and an upfront payment was received, we will not reimburse the upfront payment, but we will also refrain from billing you for any additional work performed under the PSS (when applicable).
- Budget and Payment
Any changes to your order that affect the final price owed by you must be confirmed by us in writing. Payment is due within 30 days of invoicing. We accept payment via PayPal or Bank Transfer. You 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
We may, at our sole discretion, require a fifty percent (50%) upfront payment to begin to perform the service or Project. The remaining balance is due as described in Section 9 (Budget and Payment). When an upfront payment was made, that payment and the remaining balance are both subject to the same terms and conditions as any other regular payment, including the late payment fee described in Section 11 (Late Payment Fee).
- 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 we are forced to send you late payment reminder letters, a 40 EURO processing fee will apply. We may waive the processing fee of the first letter, at our sole 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 us for any agreed upon expenses incurred for any additional services or Projects requested by you which were not part of your PSS or another form of project specification.
- Subscription-Based Plans
We may offer a subscription-based 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 our discretion. Payment for any and all subscription-based plans is subject to the same provisions contained in Sections 9 and 10 (Budget and Payment and Upfront Payment), including the late payment fee described in Section 11 (Late Payment Fee).
Although we hereby authorize you to publish any works prior to final payment, that authorization does not constitute an exclusive license or waiver of any of our 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), we reserve the right to withdraw its authorization to use the works until payment is made in full.
- Quality Assurance
We agree to ensure, within reason, the utmost quality of our services. Specifically, in the case of our translation services, we will use any tools of our choice to perform Quality Assurance checks and spelling and grammar checks. In addition, we may hire a Vendor 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 in Section 19 (Standard of Care) will apply. You will be given the opportunity to review the work and raise any quality-related concerns as follows:
15.1 For copywriting Projects, we will submit an initial “Completed Draft” to you for review and comments. The review process typically consists of two rounds. However, if more rounds are required, we will continue to review and make changes until you are satisfied, provided that we determine, at our sole discretion, that you are 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, you agree to review the translation within fourteen (14) days after delivery, or as specified in the PSS, and contact us with any quality concerns within that period of time. Those concerns will typically be addressed within 2 business days. If the previously described period goes by without any quality concerns being raised by you, the work submitted will be deemed approved. If there is a difference of opinion in terminology or other linguistic issues, we will provide dictionary or other linguistic references supporting our position and/or may consult with our Third-Party Proofreader for a second opinion. We are not liable for unfounded, subjective or preferential concerns raised by you. If quality concerns are deemed excessive and/or unfounded, we may bill you for the time spent reviewing them.
15.3 We will provide no compensation for quality concerns, except when we determine at our sole discretion that the nature of your quality concern is such that compensation is in order. If that happens, the amount to be compensated is up to us.
- Client Obligations
You agree to cooperate thoroughly with us for the performance of the service or Project. Any shortcomings or delays which result from unclear, incorrect or incomplete information or instructions on your part will be borne on you. We ask that you 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. We also ask that you make any supporting material and documents necessary for the performance of the service or Project available to us, unprompted, upon returning the signed PSS, or as otherwise agreed. Should the material and documents supplied prove to be insufficient, we reserve the right to request further subject-specific material from you when necessary; and, in turn, you agree to either: (i) provide further subject-specific material with sufficient time for us, at our sole 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 us, at our sole discretion, to review it and adjust the work accordingly long before the Deadline. Should you fail to comply with these obligations, the consequences of errors and delays which result from that failure will be borne by you.
- Changes to the Work
If you make any changes to our work after we deliver it to you, we ask that you submit those changes to us for review and grant us a reasonable amount of time, to be convened on a case by case basis, to review and approve or reject those changes. If you make any unauthorized changes to our work, we are not liable for those changes. Should the name “Nicole König” or “Nicole König” or any variation thereof appear in the work, we reserve the right to have our name dissociated from that work if unauthorized changes were made to it, especially if we feel the changes diminish the quality of the work and/or could harm our reputation or professional image.
- Intellectual Property Warranty
You assert that by ordering the work you are not infringing any patent or copyright trade secret, trademark, or other proprietary right of any Third Party. You further assert that you have not and will not use any intellectual property of others without that Third Party’s consent. If you have failed to obtain said consent, you agree to indemnify and hold us harmless as set out in Section 18 (Indemnify and Hold Harmless).
- Indemnify and Hold Harmless
You agree to indemnify and hold us harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees) which we may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by you for the work performed under the PSS and these General Terms and Conditions.
- Standard of Care: Subcontracted Work
- Electronic Means of Communication and Cloud Storage
We 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 we accord to our own Confidential Information, but in no case less than reasonable care.
- Entire Agreement
You cannot amend these General Terms and Conditions without our express written consent.
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, our intention is for all the other terms, provisions and conditions of these General Terms and Conditions to nevertheless remain in full force and effect.
- Termination with Cause
We both have the right to terminate these General Terms and Conditions in connection with a Project immediately if 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. In that notification, the non-breaching party must describe 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 must be brought exclusively to the courts of Germany. By execution of the present General Terms and Conditions, we 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.