GENERAL TERMS AND CONDITIONS as laid out by kopfpilot e.U.
Status: 16 September 2018
The following Terms and Conditions apply to translation, proof-reading or voice projects, henceforth referred to as language assignments. Terms and Conditions for Life Coaching are detailed in a separate contract, which is explained in detail in the first bilateral session.
1. General Terms and Conditions / Scope
1.1 All legal transactions between the Client and kopfpilot e.U. shall be subject to these General Terms and Conditions exclusively. The version valid at the time the Contract is concluded shall be applicable.
1.2 These General Terms and Conditions shall also apply to any future contractual relationships even if these General Terms and Conditions are not expressly referred to in collateral contracts.
1.3 Any conflicting General Terms and Conditions on the part of the Client shall be invalid unless they have been explicitly accepted in writing by kopfpilot e.U.
1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts concluded pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a provision which best corresponds to the intention and economic purpose of the invalid provision.
2. Scope of Language Assignments / Representation
2.1 The scope of each particular language assignment shall be individually agreed and laid out in a Contract.
2.2 kopfpilot e.U. shall be entitled, in cases of illness or to accommodate a short deadline, to subcontract, in whole or in part, the services for which kopfpilot e.U. is responsible to third parties. Payment of said third parties shall be concluded exclusively by kopfpilot e.U. No contractual relationship of any kind shall exist between the Client and said third party.
3. Client’s Obligation to Provide Information / Declaration of Completeness
The Client shall, in a timely manner and without special request on the part of kopfpilot e.U., provide kopfpilot e.U. with all documents necessary to fulfil and perform the language assignment and shall inform the Kopfpilot e.U. of all activities and conditions pertinent to the performance of the language assignment. This includes all documents, activities and conditions that become known or available during the performance of the language assignment.
Costs for the language assignment are calculated based on the completeness of documents prior to signing the Contract. Subsequent changes to these documents or requested project scope on the part of the Client will incur additional costs.
4. Obligation to report / working hours
kopfpilot e.U. shall not be bound by directives while performing the agreed service and shall be free to act at kopfpilot e.U.’s discretion and under kopfpilot e.U.’s own responsibility. kopfpilot e.U. shall not be required to work in a particular place or to keep particular working hours.
5. Protection of Intellectual Property
5.1 kopfpilot e.U. shall retain all copyrights to any work done by kopfpilot e.U. and/or by third parties employed by kopfpilot e.U. (translations, voice-projects). During the contract period and after termination thereof, the Client may use these materials exclusively for the purposes described under the Contract. Therefore, the Client shall not be entitled to copy or distribute these materials without kopfpilot e.U.’s explicit consent. kopfpilot e.U. can in no way be held responsible for correctness of the work, where this has been copied/distributed without kopfpilot e.U.’s explicit consent.
5.2 Any violation of this provision by the Client shall entitle kopfpilot e.U. to prematurely terminate the Contract and to enforce other legal claims, in particular for restraint and/or damages.
6.1 kopfpilot e.U. shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the kopfpilot e.U.’s work which have become known subsequently. kopfpilot e.U. shall immediately inform the Client thereof.
6.2 This right of the Client expires six months after completion of the respective service.
7. Liability / Damages
7.1 kopfpilot e.U. shall be liable to the Client for damages - with the exception of personal injury – only to the extent that these are the result of serious fault (intention or gross negligence). Correspondingly, this also applies to damages resulting from third parties employed by the kopfpilot e.U.
7.2 Any claim for damages on the part of the Client may only be enforced by law within six months after those entitled to assert a claim have gained knowledge of the damage and the liable party, but not later than three years after the incident upon which the claim is based.
7.3 The Client shall furnish evidence of the kopfpilot e.U.’s fault.
7.4 If kopfpilot e.U. performs the required services with the help of third parties, any warranty claims and claims for damages which arise against the third party shall be passed on to the Client. In this case, the Client shall primarily refer to the third party.
8. Confidentiality / Data Protection
8.1 kopfpilot e.U. shall be obligated to maintain complete confidentiality concerning all business matters made known to kopfpilot e.U. in the course of services performed, especially trade and company secrets and any other information concerning type and/or scope of business and/or practical activities of the Client.
8.2 Furthermore, kopfpilot e.U. shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Client’s internal business.
8.3 kopfpilot e.U. shall not be obligated to maintain confidentiality towards any representatives working for kopfpilot e.U. kopfpilot e.U. is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if kopfpilot e.U. had breached confidentiality.
9.1 After completion of the services agreed upon kopfpilot e.U. shall receive remuneration agreed upon in advance between kopfpilot e.U. and the Client. kopfpilot e.U. shall be entitled to render intermediate accounts and to demand payment on account as required by the progress of the work. Remuneration shall be due and payable immediately after rendering accounts by the kopfpilot e.U.
9.2 kopfpilot e.U. shall render invoices containing all elements required by law.
9.3 Any cash expenditures, expenses, travel expenses, etc. shall be reimbursed to the kopfpilot e.U. by the Client separately, upon submission of the appropriate receipts.
9.4 In the event that the work agreed upon is not completed due to reasons on the part of the Client, or due to a legally justified premature termination of contract by kopfpilot e.U., kopfpilot e.U. shall be entitled to claim payment in full of the remuneration agreed upon in advance. In the event that an hourly fee had been agreed upon, the Client shall pay for the number of hours expected to be required for the entire contracted assignment.
9.5 In the event that intermediate invoices are not paid, kopfpilot e.U. shall be released from the kopfpilot e.U.’s commitment to provide further services. This shall not apply to any further claims resulting from default of payment.
10. Electronic Invoicing
kopfpilot e.U. shall be entitled to transmit invoices electronically. The Client agrees explicitly to accept invoices transmitted electronically by kopfpilot e.U..
11. Duration of the Agreement
11.1 This Contract terminates with the completion of the project.
11.2 Apart from this, this Contract may be terminated for good cause by either party at any time without notice. Grounds for premature termination include the following:
- one party breaches major provisions of the Contract
- one party opens insolvency proceedings or the petition for bankruptcy is denied because of insufficient assets to cover expenses
12. Final Provisions
12.1 The contracting parties declare that all information contained herein is accurate and made in good conscience. They shall be mutually obligated to immediately inform the other party of any changes.
12.2 Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing. This shall also apply to a waiver of this requirement in written form.
12.3 This Contract is governed by the substantive law of the Republic of Austria excluding the conflict-of-law rules of international private law. Place of fulfilment is the registered business establishment of the Kopfpilot e.U. Jurisdiction in all disputes is the court in the place where the Kopfpilot e.U. is based. In both cases, this place is Vienna, Austria.