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I. Area of Agreement
Wagner Consulting LLC, Language Ser-vices Division, (from hereon referred to as WAC) provides its services exclusively based on the following terms and condi-tions. Should a client use terms and condi-tions whose contents contradict these rules, the terms and conditions of the client do not apply, rather of WAC, unless the com-pany explicitly states their validity in writing.

Upon the commissioning of the first con-tract, the client accepts these terms and conditions which are also valid in the cur-rent version for further orders, without having to make further explicit reference to the terms and conditions.

II. Duty of the Client to Cooperate and Inform
1. The client must inform WAC in suffi-cient time about special completion requirements of the translation (translation onto media, number of copies, proper wording, form of the translation, etc.). If the translation is to be printed, the client must leave a proof sheet for WAC.
2. From the client the source text, addi-tional information and any documents which are necessary to the preparation of the translation are to be made available in the appropriate format fully, unsolicited and not later than the commission of WAC, in the case of data which is transmit¬ted electronically, in popular file format (glossaries, TM , illustrations, draw-ings, tables and similar helpful resources).

3. WAC is only obligated for the appropri-ate translation of the abbreviations if the client delivers the complete meaning of the abbreviations, unless the abbreviations are common knowledge.
4. If words have multiple meanings and the correct meaning can only be taken from the context or from an illustration, an imper¬fect translation from the WAC can not be ruled out if the pertaining text or the corre-sponding illustration is not provided as well.
5. Mistakes that result from the non-com-pliance of these obligations are not seen as the fault of the translator.

III. Completion by a Third Party
WAC may call upon third parties for the completion of all tasks if WAC, at its dis-cretion, deems it proper and sensible. WAC is liable only for the careful selec¬tion of third parties. Excluding those required for interpreting purposes, all con¬tacts require our approval between the cli¬ent and the third party contracted by us. Contractual relationships only occur between the client and WAC and WAC and the third party.

IV. Terms of Delivery
Dates of delivery are given according to WAC best knowledge and conscience and are always only estimated delivery dead-lines. Should, as an exception, a just-in-time-commission is stipulated, this is valid only as agreed upon if all relevant docu-ments for the translation are present at WAC upon the contract award and the cli-ent has already provided a source text sample which illustrates the degree of dif-ficulty for the translation.

Otherwise delivery deadlines are not valid as a binding agreement. The client is obli-gated to accept any partial deliveries.

V. Acceptance and Payment
1. Payment is due immediately after acceptance of the completed translation. The term of acceptance must be reason¬able. The term of acceptance is a maxi¬mum of three weeks, beginning with the day of delivery. The assumption of accep¬tance does not occur if during this time legitimate defects are contested in written form.

2. Wagner Consulting has the right, besides the agreed fee, to the reimburse¬ment of the expenses actually incurred and coordinated with the client. For contracts with consumers, VAT is included and specified in the final. In all other cases, they are additionally calculated, as far as legally necessary. WAC can request a deposit should it be deemed necessary for the completion of the translation. In sub-stantiated situations, in particular in the case of a negative client´s credit rating, WAC can make the delivery of their work upon the prior payment of the full fee.

3. If the fee is not agreed upon, then a standard payment according to type and difficulty is owed. Hereby, the rates speci-fied in the German law regarding the com-pensation of witnesses and experts (Justiz-vergütungs- und Entschädigungs-gesetz) are valid as standard.

4. The services agreed in the contract and accepted by WAC are completed by it according to the contract and to these terms and conditions. WAC do not owe services exceeding this contract. In the case of a cancellation of the contract, WAC has the right to charge the client cancellation fees and other fees incurred due to cancellation up to one hundred percent of the agreed fee in the invoice.
Any partial services completed before notice of termination are to be paid.
VI. Warrenty
WAC is obligated to provide a translation which is in accordance with the level of the trained translator in each language (non- native speaker). Questions of style or lin-guistic customs of the target audience for whom the translation is being prepared cannot be taken into consideration. A defect in the translation therefore is only present when the delivered translation deviates significantly from this level.

During commercial transactions, the client is to make complaints about the translation immediately, i.e. three workdays after delivery at the latest. If the client is a con-sumer, the provisions contained in the Civil Code shall apply. The plea must in any case be substantiated in writing. It is to be directed WAC.

WAC reserves the right to improve the translation twice. Only when the second attempt at improvement fails, does the client have the right to demand a reduction in fees or withdrawal from the contract.

For further damages, WAC is only liable for intent and gross carelessness.

VII. Liability
1. WAC and its contractors are liable only for intent and gross carelessness.
2. Purchase Orders of every type must have a recognizable business subject be¬yond any doubt. Oral subsidiary agree¬ments, such as changes of contracts, are valid only pending WAC´s written confir¬mation. WAC is not liable for delays or completion faults that result from incor¬rect, incomplete, ambiguous and unread¬able information of the client, even those in the translation information. We are enti¬tled to withdraw after unreserved confir¬mation of a contract if a credit rating subse¬quently received by WAC about the client is not satisfactory and the fee has not been paid in advance.
3. WAC is not liable for damages that were caused by disruption of its establishment, especially of a higher power such as natu¬ral events, strikes, traffic disruptions, traf¬fic-related delays, network and server errors, connection and transmission errors and other disruptions and/or absence of translators. WAC is entitled to withdraw entirely or partially from the contract in these situations. The same is valid if WAC must entirely or partially close or reduce the operation, in particular the online ser-vice, on individual days or for a certain time for an important reason.
4. WAC is not liable for damages caused by viruses, Trojans, auto dialers, spam mail or similar data. WAC´s EDP equipment (network, workstations, programs, files, etc.) are regularly checked for these types of viruses and data. With deliveries of files via RDT (modem), e-mail or other tele-communications, the client is responsible for a conclusive virus and data checking of the transmitted data and text files. WAC does not recognize potential compensation claims. Electronic transmission takes place at the risk of the client. WAC is not liable for texts and data damaged, made incom-plete or lost through electronic transmis-sion.

VIII. Indemnification
Wagner Consulting LLC and the other partiy agree to defend, indemnify and hold Wagner Consulting LLC, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Wagner Consulting LLC Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Wagner Consulting LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Wagner Consulting LLC, and you agree to cooperate, at your expense, with Wagner Consulting LLC ´s defense of such claims. Wagner Consulting LLC will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

IX. Confidentiality
WAC is obligated to maintain secrecy regarding the content of translations and the related facts. WAC is only liable for careless selection of its agents in the case of translations undertaken by third parties. Any professional secret being subjected to colleagues does not represent a breach of the confidentiality agreement.

X. Proprietary Right / Copyright
1. The translation remains property of WAC until the complete payment. Until then, the client has no right of use.
2. WAC reserves its copyright.

XI. Governing Law / Legal Domicile / Counterpart
1. The laws of NYC, NY shall apply.
2. Changes or amendments of these GTC must be in writing to be effective.
3. If the individual regulations of these GTC are or become ineffective, then the effectiveness of the rest of the regula¬tions are therefore not affected. In this case, the parties are obligated to substi¬tute this regulation through a clause with the most closely intended economic purpose.
4. Legal domicile is New York City, NY 10001, USA.