General Terms and Conditions of TextWings GmbH, (a German limited liability company),

pertaining to editorial revisions and correction of texts, translation projects, and other services.

§ 1 Constitutive Provisions / Assignment of Business

1. TextWings hereby expressly and in advance of all future business does not assent to the divergent general terms and conditions of its clients.
2. Estimates posted or otherwise made by TextWings are not binding and are revocable at any time before proper contract formation, unless otherwise provided for. A contract shall be deemed first formed upon written confirmation via e-mail pursuant to TextWings’ order processes. No verbal agreements between the parties shall be binding, unless memorialised in written form.
3. Only in as much as the client chooses the function “1-click” will TextWings decide which partner will carry out the assignment. TextWings reserves the right to internally reassign the assignment to similarly situated qualified partners or third parties.
4. TextWings has the right to reject or otherwise not accept assignments or orders wherein the contents are offensive, defamatory, obscene, unlawful, morally reprehensible, or contain other various material, which is generally inconsistent with TextWings’ business practices.

§ 2 Translation:

a.) Client Obligations

1. The client shall provide information regarding the intended purpose of the translation, e.g. legal or medical purposes, patent procedures, informative purposes, general publication and advertising, or any other purpose for which a particular textual translation style is important and determinative for a proper translation.
2. The observance of individual professional terminology as established by the client, whether being technical, legal, medical, or etc. can be carried out for particular applications, or for special coinages of words or phrases only upon respective agreement and upon delivery of sufficient and complete documentation upon contract award, e.g. prior translations or word lists, or in cases of the translation of technical documents technical references or schematics.
3. The client shall maintain sole responsibility for, as well as be exclusively liable for any and all possible expenses resulting from nonconformity and/or delays, which arise from the non-observance of the aforementioned obligations.

b.) TextWings Obligations

1. The requested translation shall be carried out into the specified target language in accordance with the language rules in effect at the time of the translation request, and pursuant to the principles of reasonable and proper professional practice.
2. Special terminology shall be translated as is generally acceptable and customary for the target language in as much as the client has not submitted any informative accompanying material or given any particular instructions with regard to the translation. Stylistic applications are not subject matter of the translation in as much as this was not expressly agreed upon.

§ 3 Times for Delivery

1. Times of delivery must be in writing and are contingent upon proper and timely delivery of Source Materials by the client. Delivery times are, however as a rule, not binding and are to be understood as approximate times for delivery, unless and wherefore the parties have explicitly and expressly declared in writing time to be of essence and thus in such case only then a material term of the Agreement.
2. Delivery is executed per demand on TextWings’ website subsequent to an e-mail being sent to the client containing a link to the respective file. It is the client’s obligation to download the file to his/her/its own hard drive/cache memory as soon as he/she/it has been informed. Other means of delivery such as e-mail, first class mail, or facsimile must be agreed upon in writing. TextWings’ transfer protocol, as well as retrieval protocol, shall be considered proof of delivery, or respectively, delivery time.
3. TextWings shall not be held liable or accountable even in the event of mutually agreed upon and legally binding deadlines and delivery dates for performance delays due to acts of God, or due to other events beyond the control of TextWings or its agents such as strikes, official decrees, natural disasters (fire, hail, storm damage, etc.), sabotage, vandalism, theft, or difficulties with supply or breaches of contract by TextWings’ suppliers and/or forwarding agents in as much as TextWings or its agents have not acted wilfully or with gross negligence. The same is applicable to cases of network and server disturbances or other types of line and transmission interferences.

§ 4 Payment / Prices

1. The client shall make payments in advance, provided no other payment terms or conditions have been agreed upon. The payable amount shall be specified in the Order Confirmation (via e-mail).
2. The client’s prepayment is a condition precedent to TextWings’ contractual obligation to commence work and shall first begin upon confirmation of payment receipt, or upon the receipt of payment from PayPal into TextWings’ escrow account.
3. The price for the language services is based on the number of lines, type of service(s) requested, and the commissioned partner. The number of lines is displayed clearly during the process of ordering.
4. An additional workload resulting from requests to edit or translate text, which is contained in images or image files can lead to added costs, which TextWings will invoice separately. The same shall apply to the entry of additions and changes to the current or finalised work.
5. Stated prices contain the legally applicable value added tax at the time of order placement.
6. A client retaining-lien is excluded to the extent it is not based on the same contractual relationship. The setting off of counterclaims shall only be permissible insofar as these claims are undisputed or have been legally determined.

§ 5 Retention of Title and Intellectual Property Rights

1. TextWings shall retain title to the rendition of services and the resulting material supplied therefrom as requested in addition to the intellectual property rights until complete payment of all debts and claims arising out of the Agreement has been made. The client shall have no beneficial interest whatsoever until complete and final payment has been made.
2. Textwings reserves for itself intellectual property rights, which could possibly arise from the translation.
3. The client shall hereby hold TextWings harmless from any and all intellectual property infringement claims, which could be made as a result of the translation.

§ 6 Security

1. In order to fulfil the rights and obligations derivative of these General Terms and Conditions, each of the parties hereto agrees to act at all times in accordance with relevant security measures.
2. Furthermore, TextWings shall endeavour to screen the electronic data communication in accordance with the latest up-to-date technology for possible viruses or sabotage programs. However, even under adherence to due diligence standards, complete protection from viruses or acts of sabotage cannot be 100% guaranteed. The client is hereby expressly advised that there is always some residual risk involved with every transaction.

§ 7 Data Privacy Protection

1. Personal data
   Personal data shall be handled confidentially in accordance with data protection laws and regulations. Personal data shall only be collected and used as is required for the respective contract formation and performance. The user can request disclosure of personal data at anytime, which has been accumulated about himself/herself/itself. Furthermore, he/she/it can demand the deletion of the personal data, which has been stored about him/her/it, provided that the contract has been fully performed, and the retention of data is not compulsory.
2. Non-Personal Data
   Every time a page is viewed, access data about this activity is saved in a data journal. This information is not personal in nature, and therefore TextWings cannot trace which user has retrieved which data. For every retrieval the following data set is stored:
   - the name of the retrieved files, - retrieval date and time,
   - the amount of data transferred,
   - the access status (file transferred, file not found etc.),
   - the page from which the file was requested,
   - a description of the type of web browser being used.
   In conjunction with your access, TextWings receives utilisation information, which is stored for statistical purposes, and could potentially permit identification via the IP-address. No individual-related utilisation takes place.
   
   

§ 8 Liability / Warranties

1. TextWings’ pre-contractual, contractual and non-contractual liability is limited to intentional conduct and gross negligence provided that a breach of a material term of the contract, or personal injury to life, body, or health is not at issue. The same conditions to liability shall apply to TextWings’ agents or assignees. The laws on product liability shall retain their full force and effect.
2. TextWings shall be subject to the aforementioned liability provided that errors in translation were not caused by incorrect, incomplete, or untimely delivered information or documentation by the client, nor shall liability be incurred for erroneous or illegible (partially or otherwise) Source Material. The client is precluded from making a damage claim where he/she/it does not explicitly provide specialised professional or technical terminology or dedicated phrasal coinages, (e.g. via prior translations, or word or translation lists) and damage results therefrom because the text as translated proves to be unsuitable for the intended purpose. (For example: Additional expenses for publication or advertising, which must be repeated due to an inadequate Adaptation.)
3. Should the client complain about an objectively material defect, then the client must describe this defect as specific as possible in writing. The client shall grant TextWings a reasonable period of time in order to cure the defect.

§ 9 Confidentiality / Non-disclosure

1. TextWings will endeavour to preserve the confidentiality of transmitted texts to the best of its abilities. However due to the configuration of electronic data communication, access by unauthorised third parties to text, which has been submitted, can never completely be excluded.
2. TextWings’ employees, partners, and third party agents are contractually bound to the same confidentiality and non-disclosure standards as soon as they receive client material and information.

§ 10 Governing Law and Venue

1. The place of performance for all contractual performance shall be TextWings’ headquarters in the city of Constance in the Federal Republic of Germany.
2. If the client is a merchant, or a legal entity or public estate pursuant to public law, then the parties hereto agree that exclusive venue for all claims and disputes, which arise from the this agreement, shall be the jurisdiction where TextWings has its place of business. The same shall be applicable to persons who are not subject to general jurisdiction in Germany, or persons who have changed their domicile or place of residence after execution of the Agreement, or whose domicile or place of residence is unknown at the time of filing a complaint. TextWings shall also have the right to bring suit in the jurisdiction holding present power over the client.
3. Agreements, which are executed pursuant to these General Terms and Conditions, are subject exclusively to German law. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) shall not be applicable.

Status: February 2009
TextWings GmbH, Max-Stromeyer-Strasse 168, D -78467 Constance/Germany