LEGINDA GmbH operates a web portal for the ordering of professional translations in all specialist areas and industries. The following General Terms and Conditions (GTC) apply to all contracts concluded via the online translation platform of LEGINDA GmbH, Bleichstraße 27, 66111 Saarbrücken (hereinafter referred to as: LEGINDA) under the domain www.leginda.de and the CUSTOMER (hereinafter referred to as: CUSTOMER).
The GTC contain special provisions for CUSTOMERS who are entrepreneurs pursuant to § 14 German Civil Code (BGB) (hereinafter referred to as: ENTREPRENEURS). These special provisions for business transactions are marked with explicit reference to ENTREPRENEURS and do not apply to transactions with consumers pursuant to § 13 German Civil Code (BGB).
LEGINDA does not acknowledge deviating terms and conditions of the CUSTOMER unless LEGINDA has agreed to this expressly and in writing.
Conclusion of a Contract
CUSTOMERS can create a customer account with the relevant personal data in the online translation portal. After registration, when entering the personal login data, CUSTOMERS are redirected to their personal customer portal.
LEGINDA’s online translation portal offers different types of translations. The CUSTOMER can start the order process by clicking the button “Request translation quotation”. Thereafter, the CUSTOMER can choose the type of translation (job or order type). The following job types are available: a simple or straight “Translation”, “Editing” only , a “Translation with editing”, a “Translation with proofreading”, a straight “Certification” and a “Certified translation”.
After selecting a text source, the CUSTOMER can upload this to the online translation portal, or enter free text in the relevant field. By clicking on “Calculate” the CUSTOMER continues the order process.
By clicking on the button “ Accept price and commission translation” or “order directly” , the order process is completed.
Alternatively, the CUSTOMER can first request a non-binding offer from LEGINDA by clicking on “Request special calculation”.
By commissioning a “simple” translation without editing and / or proofreading, the CUSTOMER explicitly confirms that LEGINDA will only translate the words / sentences in the original document exactly as they are delivered. There is no legal duty on part of LEGINDA to check the meaningfulness of the original or the accuracy of the original document. The provisions in point 54 remain unaffected.
The CUSTOMER can correct input errors, in particular products ordered by mistake, by entering the desired quantity at the bottom of the order list and using the provided buttons. During the order process, the CUSTOMER can correct input errors in the different steps by navigating from one step to another using the browser’s “forward” and “back” buttons.
The presentation of the products in LEGINDA’s online translation portal merely constitute a non-binding invitation to the CUSTOMER to order one of LEGINDA’s products. By placing the order, the CUSTOMER submits a binding offer for the conclusion of a contract for one of the products in the order list or the order data. LEGINDA will promptly and automatically confirm receipt of the order by e-mail. The automated order confirmation from the online translation portal does not yet constitute a contractual relationship. After checking for availability, LEGINDA will accept the CUSTOMER’s offer by means of a separate acceptance by e-mail or by delivery of the product within a period of 5 days or 3 working days from the date of order. A contractual relationship is only entered into with this separate acceptance or with the receipt of the product within the aforementioned period. The issuing of an invoice is the equivalent of an acceptance.
LEGINDA will create a “terminology database” according to the customer’s specifications and requirements, which is specially adapted to the customer’s needs. The database has the purpose of allowing for quicker and customer-specific processing of any new orders and contains requests for terminology, spelling, grammar and style with regard to completed and future translations. The database also serves as the basis for the price calculation of new projects in terms of potential discounts.
The CUSTOMER is entitled to request the free handover of this terminology database from LEGINDA. For this, LEGINDA requires an explicit declaration from the CUSTOMER. The database will be sent to the CUSTOMER in the form it is available at the time of the explicit declaration by the CUSTOMER.
The contract for the creation of translations is concluded with LEGINDA GmbH, Bleichstraße 27, 66111 Saarbrücken, Germany.
The contract language is German.
Contract Text Storage
The contract text is stored by LEGINDA. The order data are sent to the CUSTOMER separately in text form (e-mail). The GTC can also be viewed and printed from the online translation portal and LEGINDA’s website.
Right of Revocation
In general, consumers have a statutory right of revocation. The legal provisions with regard to a potential existing right of revocation are contained exclusively in the revocation instruction, which is available to the CUSTOMER within the framework of the order process.
Execution by Third Parties
LEGINDA may make use of third parties to carry out all business where it regards this as useful and expedient at its own discretion. Any contact between the CUSTOMER and the third parties contracted by LEGINDA requires prior permission from LEGINDA.
Prices and Types of Delivery
The prices displayed in the online translation platform on the day of the order placement shall apply.
The final prices displayed in the online translation portal are indicated in Euro, US Dollar or British Pound, and are based on the common currency of the country of the CUSTOMER’s billing address. The displayed prices are net prices and do not include statutory value added tax.
When ordering products from LEGINDA in digital form, e.g. a PDF file or any other files, no fee is charged for the delivery of digital content.
In some cases, e.g. for cross-border deliveries, additional taxes (e.g. in case of an intra-Community acquisition) and / or charges (e.g. customs duties) may be payable by the CUSTOMER.
Terms of Payment
LEGINDA only accepts the payment methods offered in the online translation platform during the order process. The CUSTOMER selects his/her preferred payment method from the payment methods offered.
If payment is to be effected via PAYONE, the CUSTOMER must have a PAYONE account, log into this with the PAYONE personal login data, run through the relevant payment process and, if necessary, confirm the payment to LEGINDA. PAYONE accepts payments via credit cards, “Sofortüberweisung” (immediate transfer), Giropay, PayPal and Klarna:
When paying with credit card via PAYONE, by submitting his/her credit card details, and if necessary, his/her 3-D secure safety code, the CUSTOMER provides authorization to debit the full invoice amount including any shipping or delivery costs on the due date via the relevant credit card company. In this case, debiting is prompted by the order confirmation.
If payment is to be effected via PAYONE by immediate transfer or Giropay, the CUSTOMER must have an activated online banking account with PIN/TAN process. At the end of the order process the CUSTOMER is asked to enter his/her account number, branch code number, PIN and TAN in the prefilled form (bank details, amount to be transferred, reference). The CUSTOMER receives immediate confirmation of the transaction.
If payment is to be effected via PAYONE using PayPal, PAYONE will forward the CUSTOMER to the PayPal payment site. The CUSTOMER must have a PayPal account and log into PayPal with his/her personal login data. The CUSTOMER then needs to run through the PayPal payment process and confirm the payment to LEGINDA.
If payment is to be effected via PAYONE via Klarna, the CUSTOMER must pay the relevant invoice amount within 14 days from invoice receipt to Klarna AB, Norra Sattionsgatan 61, 11343 Stockholm, Sweden (hereinafter referred to as: KLARNA). The CUSTOMER must provide KLARNA with his/her complete delivery and billing address. The CUSTOMER can also convert the invoice amount into an installment purchase and pay the total in flexible installments. For this, the CUSTOMER must pay an installment of at least 1/24 of the relevant invoice amount, however, no less than EUR 6.95 to KLARNA. KLARNA will specify the minimum installment to be paid on the invoice. From an invoice total over EUR 200, the CUSTOMER must enter into a separate installment agreement with KLARNA. KLARNA will send the required documents by post to the CUSTOMER after the first partial payment. The CUSTOMER can view the applicable information and terms at https://cdn.klarna.com/1.0/shared/content/legal/terms/EID/de_de/account. Should the CUSTOMER not wish to convert the purchase into an installment purchase with flexible installments, he/she must notify KLARNA of this in writing within 10 days.
If payment is to be effected via PAYONE by direct debit, the CUSTOMER must provide his/her IBAN and the account holder details. After invoicing, the invoice amount is debited from the CUSTOMER’s account. In case of a charge back, the CUSTOMER is liable for the costs of this charge back in the amount of EUR 6.50 per charge back. The CUSTOMER retains the right to prove that no or only limited loss was incurred by the charge back.
If delivery is against invoice, the net purchase price (without deduction) is immediately due for payment, no later than within 15 days from the invoice date. The legal provisions regarding the consequences of non-payment apply.
Set-off rights only apply to CUSTOMERS who are ENTREPRENEURS pursuant to § 14 German Civil Code (BGB), if the counterclaims have been legally established or are uncontested by LEGINDA or are based on opposing claims of same legal relationship. This exclusion of set-off does not apply to CUSTOMERS who are consumers pursuant to § 13 German Civil Code (BGB).
Delivery and Shipping Terms – Information about the calculation of the delivery date
The delivery of digital content (e.g. translation in digital form as a PDF or other file) takes place by sending of a download link or an e-mail attachment.
Otherwise, the delivery time is indicated separately for the respective product or in the product description, or communicated in advance in the context of an individual offer.
LEGINDA reserves the right to deliver the agreed upon texts/corrections in partial deliveries if this is required for a practical reason. In such cases, LEGINDA will notify the CUSTOMER in advance in a separate communication.
With the delivery to the entrepreneur, the risk of accidental loss and accidental deterioration of the sold good transfers to the entrepreneur or the person authorized to receive the goods. With the delivery to the consumer, the risk of accidental loss and accidental deterioration of the sold good transfers to the consumer in accordance with § 446 German Civil Code (BGB). In terms of risks, if the CUSTOMER delays in accepting the goods, the transfer shall still be deemed to have taken place.
In case of delays in delivery, LEGINDA will promptly notify the CUSTOMER.
Obligations of the CUSTOMER
The CUSTOMER must ensure that no rights of third parties to the information, documents, and other items transmitted to LEGINDA stand in the way of processing, utilization, reproduction, and/or publication of the results of processing thereof. The CUSTOMER shall release LEGINDA and its subcontractors from any liability with respect to the claims of third parties based on the use, processing, or reproduction of this information, documents and other items or the results of the work.
The acceptance of the performance or delivery, including partial deliveries is a main obligation of the CUSTOMER. If the CUSTOMER rejects acceptance illegally or if the CUSTOMER refuses acceptance illegally, then the CUSTOMER is in default of acceptance without further notice and is liable for all damages in accordance with the statutory provisions. Acceptance of the work takes place e.g. when the CUSTOMER downloads and/or opens the electronically provided, completed translation from the server.
If the CUSTOMER wants to publish or use a “simple” translated text for advertising purposes or wants the translation written in a specific style, the CUSTOMER must provide LEGINDA with clear information, such as for example glossaries and style and text guides when placing the order for the text to be published or for the adaptation of the advertising text.
Right of Use
If the CUSTOMER has paid the agreed upon fee in full, LEGINDA grants the CUSTOMER the unrestricted right in terms of territory, period of time and content to use the translated/corrected texts (simple usage and exploitation rights), insofar works in the sense of the Copyright Act were created in full or in parts from the ordered products.
Texts translated by LEGINDA may only be published, for example for advertising purposes, if an editor/proofreader is to check the text to be translated (order type: “Translation with proofreading” or “Translation with editing”). The publication of a text translated by LEGINDA is contractually prohibited for the exclusive order type of “Translation”.
If a text translated by LEGINDA by means of a “simple” translation is nevertheless published, claims for damages as a result of translation errors by the CUSTOMER against LEGINDA are excluded, unless otherwise regulated in point 54.
The CUSTOMER is free to order a proofreading by LEGINDA for “simple” translated texts by LEGINDA before an intended publication.
The CUSTOMER is only entitled to transfer the rights of use granted by LEGINDA to third parties according to the following provisions:
The third party submits a written undertaking directly to LEGINDA that it will adhere directly to LEGINDA’s General Terms and Conditions.
The CUSTOMER is obliged to impose the obligations from these General Terms and Conditions of LEGINDA on the third-party.
The transfer of rights of use by the CUSTOMER to third parties only becomes effective after approval by LEGINDA. LEGINDA is obliged to immediately commit to approval, if no important grounds (e.g. competition protection) oppose this. If no response is received within 14 calendar days from LEGINDA, the approval is considered granted.
LEGINDA may terminate the granted rights of use for good cause by written notice. Good cause exists in particular, if it is no longer reasonable to expect LEGINDA to adhere to the contract, especially if the CUSTOMER does not pay remuneration due or is in material breach of these General Terms and Conditions. In this case, LEGINDA can demand the destruction and deletion of all copies of the products from LEGINDA or the written undertaking that these have been destroyed.
Warranty / Responsibility for Defects / Notification of Defects
The rights for material defects are based on the statutory provisions.
ENTREPRENEURS who are merchants pursuant to German Commercial Code (HGB) lose all rights under a warranty if they do not give proper notice in accordance with § 377 HGB of a defect in writing within 14 calendar days after receipt of the goods in text form. This obligation of notification of defects does not apply to CUSTOMERS who are consumers pursuant to § 13 German Civil Code (BGB).
The limitation period for claims made on account of material defects by ENTREPRENEURS shall be 12 months, calculated from the day of the transfer of risk to the ENTREPRENEUR. This shortening of the warranty does not apply to CUSTOMERS who are consumers pursuant to § 13 German Civil Code (BGB).
Rights of Third Parties / Defects of Title
LEGINDA guarantees that the contractual use of products from LEGINDA by the CUSTOMER is not opposed by any rights of third parties. In case of defects of title, LEGINDA fulfills the implied warranty by offering the CUSTOMER, at LEGINDA’s discretion, a legally unchallengeable option to use the products of LEGINDA.
The CUSTOMER shall immediately notify LEGINDA in text form, if any third parties assert rights (e.g. copyright or trademark rights) to the products of LEGINDA. The CUSTOMER authorizes LEGINDA to conduct the dispute against the third party on its own. As long as LEGINDA avails itself of such authorization, the CUSTOMER may not recognize claims of the third party without the written consent of LEGINDA. LEGINDA will then defend any claims by third parties at its own expense and indemnify the CUSTOMER from all costs associated to the defense of these claims, unless they are the result of the CUSTOMER’s violation of obligations (e.g. the improper utilization of the products by LEGINDA).
The limitation period for claims made on account of defects of title by ENTREPRENEURS shall be 12 months, calculated from the day of the transfer of risk to the ENTREPRENEUR. This shortening of the warranty does not apply to CUSTOMERS who are consumers pursuant to § 13 German Civil Code (BGB).
Reservation of Title
Until full payment has been received, LEGINDA reserves the right of ownership and any other rights to the relevant products by LEGINDA. In particular, LEGINDA is entitled to prohibit the CUSTOMER from further use of the products by LEGINDA and, if necessary, to demand the handover of all copies, or – if this is not possible – to demand deletion thereof, if the USER does not fulfill his payment obligations or acts in breach of contract.
Should a third party access the products before full payment has been effected, the CUSTOMER is obliged to immediately notify the third party about the retention of title and LEGINDA about the access by the third party.
Apart from the warranty law, claims for damages or compensation for futile expenses by the CUSTOMER against LEGINDA are subject to these provisions, regardless of the legal nature of the claim. For “simple” translations without editing or proofreading, LEGINDA is not obliged to check the supplied source documents for spelling and / or grammatical errors. In “simple” translations the originals are translated without editing or proofreading, the same way they were delivered by the CUSTOMER.
Liability on part of LEGINDA is excluded, even in the case of LEGINDA handing over the created terminology databases, for example with regard to completeness, accuracy, etc. – regardless of the legal ground – , unless the cause of the damage was intentional and / or grossly negligent on the part of LEGINDA, its employees, its representatives or its vicarious agents. Insofar as liability by LEGINDA is excluded this also applies to the personal liability of employees, representatives or vicarious agents of LEGINDA. Liability of LEGINDA according to the product liability law remains unaffected (§ 14 ProdHG) (German product liability law).
For damages resulting from injury to life, limb or health, caused by intentional, grossly negligent or negligent breach of duty by LEGINDA or its legal representative or vicarious agents, LEGINDA is liable according to the statutory provisions.
In case LEGINDA breaches at least an integral contractual obligation, i.e. an obligation which is of special significance for the purpose of fulfilling the contractual purpose (essential contractual obligation or cardinal obligation), liability shall be limited to damage that is typical within the scope of a contract as the present one. An essential contractual obligation or cardinal obligation in the aforementioned sense is an obligation the fulfillment of which makes the proper execution of the contract possible in the first place and the observance of which the CUSTOMER regularly relies upon and may rely on.
Confidentiality and Data Protection
LEGINDA and the CUSTOMER undertake to treat confidentially, also beyond the end of the contract, all information (e.g. software, documents, information) which is protected by law or contains business or trade secrets or which is designated as being confidential, that is disclosed or provided to them by the other contracting party, unless
such information is publicly known without a breach of the confidentiality obligation.
such information was known to the CUSTOMER at contract conclusion without a breach of the confidentiality obligation.
such information became known independently and without knowledge about the legally protected objects and / or business or trade secrets.
such information was made known to the CUSTOMER from a source other than LEGINDA, without a breach of the confidentiality obligation.
no ownership or usage rights are transferred through the disclosure of the legally protected objects and / or business and trade secrets.
The CUSTOMER must store and secure the legally protected objects and / or business and trade secrets in such a way that access by third parties is excluded.
The CUSTOMER shall make contractual objects available solely to those staff members or other third parties who require access to it in order to execute their official responsibilities. The CUSTOMER shall instruct such persons about the need to keep the information confidential with regard to the execution of the contract.
Notice According to Art. 14 ODR Regulation
In case of an online dispute, CUSTOMERS, who are consumers pursuant to § 13 German Civil Code (BGB), have the option to seek an online dispute resolution with the assistance of a recognized conciliation office by visiting the EU portal “Your Europe” ((http://europa.eu/youreurope/citizens/index_de.htm) . To do so, they can use the EU online dispute resolution platform at: http://ec.europa.eu/consumers/odr/.
The online dispute resolution process is not a prerequisite for addressing the competent ordinary courts, but is an alternative option to resolve disputes arising from a contractual relationship.
Other national regulations for an arbitration process remain unaffected by the aforementioned provisions in point 63 and 64.
The laws of the Federal Republic of Germany apply, to the exclusion of the UN CISG.
For consumers who enter into the contract for non-business or commercial purposes, the aforementioned governing law only applies insofar the protection provided is not revoked by mandatory provisions of the law of the state in which the consumer has his habitual place of abode.
If the CUSTOMER is a merchant, legal entity under public law or special fund under public law, the exclusive jurisdiction for all disputes arising from this contract is the seat of LEGINDA in 66111 Saarbrücken.
The same applies if the CUSTOMER is an entrepreneur and has no general place of jurisdiction in Germany or the residence or habitual abode is unknown when the legal action is filed. LEGINDA’s right to appeal to another court of jurisdiction remains unaffected.
Version: November 2016