General provisions
These General Terms and Conditions of Business apply to all business transactions with our clients. We hereby expressly reject the application of any and all contrary terms and conditions of purchasing and/or delivery that the client may seek to impose, unless we have explicitly acknowledged such terms and conditions in the individual case. These General Terms and Conditions are accepted by our clients through order placement and apply for the full duration of the business relationship, even if we do not expressly refer hereto when accepting individual orders placed. They also apply to future business transactions. Clients include both legal and natural persons.
1. Orders
Regardless of the type of order, the purpose of the order must be absolutely clear. Orders are valid only when confirmed in writing by us. Verbal agreements and modifications of orders are subject to written confirmation by us. We are not liable for delays or defects in workmanship that occur as a result of the client’s having submitted incorrect, incomplete, incomprehensible, or illegible information to us, including in the text to be translated. We are entitled to rescind the agreement even after confirming an order without restrictions in the event that we subsequently receive any information concerning the client that we believe will be detrimental to our business relationship.
Special provisions for language instruction
The contract for language instruction takes effect upon the participant’s registration and our acceptance. The duration of instruction is as per the type of instruction or course agreed upon. We reserve the right to change the content of instruction, or to reschedule or cancel courses for organizational or similar reasons, in exceptional cases.
2. Execution by third parties
We reserve the right to commission third parties if we deem such to be effective and beneficial. We are liable for careful selection only. We are liable only for careful selection of such third parties. Except in connection with interpreting projects and language instruction, communication between the client and our commissioned third party requires authorization by us.
3. Offers and prices
All offers and prices are subject to change. They can be adjusted to reflect actual circumstances and altered scope without express notification. Unless otherwise agreed, prices are listed in euros. All prices listed in our offers are net prices, excluding taxes. Credit up to certain payment terms, discounts, and other deductions are not granted unless we have expressly agreed to such arrangements. Certain special services are subject to surcharge or are billed on the basis of time spent.
Special provisions for translations and foreign language typesetting
Unless otherwise specified in writing, the prices offered for translation services are per translated line. One line comprises a maximum of fifty characters, including spaces. Longer lines will be converted accordingly into lines of not more than fifty characters. Partial lines of more than thirty characters are rounded up to full lines. A minimum charge will be assessed if the agreed price per line, multiplied by the number of lines, does not exceed the minimum charge. Unless otherwise agreed, the minimum charge amounts to 38.50 euros net. Certification, adaptation of foreign language advertising texts, website and software localization, text formatting, typesetting and printing work, formatting and conversion, proofreading, rush charges, and establishment and updating of terminology lists or glossaries are billed separately on the basis of time spent or as agreed.
Special provisions for interpreting
The travel time required by the interpreter to travel the assignment site and back will be billed in addition to the hourly interpreting fee, as well as any expenses incurred (fares, hotel accommodations, meals, etc.). The location of the KERN office processing the order will be taken as the start and end of the journey unless otherwise agreed. Unless otherwise agreed, overtime will be charged at a supplementary rate of thirty percent. The full hourly rate is applied to any hour or portion thereof worked; the same applies accordingly to daily rates for any day or portion thereof worked.
Special provisions for language instruction
Unless otherwise indicated in writing, the prices offered for language instruction are to be understood as prices per language course unit. A minimum quantity of language course units will be charged. Course materials, tests, certificates, and other supplementary services will be billed separately on the basis of time spent or as agreed. Unless otherwise agreed, if language instruction takes place outside of our own business locations, the travel time required by the language instructor to travel to the location of the language course and back will be billed in addition to the course fee, as well as any expenses incurred (fares, hotel accommodations, meals, etc.). The location of the KERN office processing the order will be taken as the start and end of the journey unless otherwise agreed.
4. Services
We will perform the services commissioned and accepted by us in accordance with the specific order and these General Terms and Conditions of Business. We are not obligated to perform any services in excess of those ordered. If an order is cancelled, we are entitled to bill the client a cancellation fees in the amount of up to one hundred percent of the agreed compensation.
Special provisions for translations and foreign language typesetting
Unless otherwise agreed in writing, the translations we deliver are working translations. If certification, publication, creation and/or adaptation of foreign language advertising texts, website and software localization, text formatting, typesetting and printing work, formatting and conversion, proofreading, rush projects, and/or establishment, updating, and/or use of terminology lists or glossaries are required, the client must notify us of such requirement promptly upon order placement so that we can allocate the necessary resources. We are not liable for imprecise, unclear, incomplete, incorrect, or false information or terms within the source texts, original documents, information, and compilations of words provided by the client or in the wording of the order. In the case of rush orders that necessitate that our services be performed by multiple team members, we assume no responsibility for consistent terminology. We expressly disclaim any liability for damages, and reduction in payment of the amounts billed is ruled out. We will establish or update a terminology list or glossary only upon express agreement. It is a prerequisite for the foregoing point that sufficient documents, such as terminology databases, prior translations, word lists, or glossaries be provided to us upon order placement.
Special provisions for interpreting
In the case of interpreting orders, the client is obligated to inform us promptly of the type of interpreting service required (liaison, simultaneous or consecutive, etc.), any interpreting and conference equipment required, the exact location, date, and time of the event, and the appropriate contact person. The client agrees to provide us promptly, but by no later than one to two weeks prior to the beginning of the event, with appropriate background materials and, insofar as necessary, to accommodate our interpreters in an appropriate hotel near the site of the event.
Special provisions for language instruction
Unless otherwise expressly agreed, the client must enter into an instruction contract with us to cover at least 10 instruction units of 45 minutes each (KERN One-to-One) or 20 instruction units of 45 minutes each (KERN Family) offered during the period indicated in the registration. In the case of tutoring and language courses for children, one unit lasts 60 minutes. These courses are billed in groups of at least five instruction units of 60 minutes each. One appointment for instruction consists of not less than two 45-minute units or one 60-minute unit in the case of children. Group courses (KERN Family) are held only for groups of at least four registered participants. Instruction may be held by agreement in groups of two or three in exchange for an increase in course fees or a reduction in the total number of units. The client is obligated to take the placement test in due time, but no later than one to two weeks prior to the beginning of the language course, and to transmit the results to us promptly. We make every effort to employ the same instructors for the contractual term of the instruction ordered. If, however, it should be necessary, for any reason whatsoever, to change instructors, participants will have no claims to reimbursement or to any deduction from advance payments toward their course fees as a result of such change.
5. Delivery dates and partial deliveries
Delivery dates are quoted with due care and are always to be regarded as probable delivery dates only. They do not constitute a firm commitment. The client is obliged to accept any partial deliveries in accordance with the terms and conditions agreed.
6. Disruptions, force majeure, suspension and restriction of operations, network and server errors, viruses
We accept no liability for damage caused by disruption affecting our operations, particularly in the case of force majeure, such as natural disasters, strikes, traffic disruptions and traffic-related delays, network and server errors, connection and transfer errors beyond our control, or any other such disruption or the absence of instructors or interpreters. In such cases, we reserve the right to rescind the respective agreement in whole or in part. The same applies when important reasons prompt the suspension or restriction of our operations, particularly our online service, for single days or a specified period, either in whole or in part.
We moreover accept no liability for damage caused by viruses, Trojan horses, auto-dialers, spam mail, or comparable data-related damage. Our IT systems (network, workstations, programs, files, etc.) are checked for viruses and data of the foregoing types on a regular basis. Where data is delivered via the Internet, e-mail, or other mode of remote data transfer, the client is responsible for conducting a final virus and data check on the transferred data and text files. We will not acknowledge any claims for damages. We are not liable for text or data damaged, rendered incomplete, or lost as a result of electronic transmission.
Special provisions for language instruction
If, after a contract has been entered into, an instructor is absent and no instruction takes place as a result of such absence, we may reimburse the registrant on a proportional basis for advance payments already remitted, provided that we do not offer any substitute services within a time limit of six months. If we offer substitute services and the participant does not accept them, the participant has no claim to reimbursement of course fees already remitted.
7. Acceptance
Acceptance of the service or delivery, including partial delivery, is a primary obligation of the client. If the client refuses acceptance or omits acceptance, the client will be deemed to be in arrears without further notification and will be liable for any damage incurred by us.
8. Complaints
Complaints in relation to business transactions will be acknowledged only if reported to us in writing, with an exact description of the deficiency, immediately after transfer or service delivery in the case of obvious deficiencies, or immediately after review of the translation or service in the case of identifiable deficiencies, or immediately after discovery in the case of deficiencies that are not readily apparent. In the case of non-business transactions as well, the period during which a complaint can be registered is limited to two weeks after transfer of the translation or performance of the service for obvious deficiencies, four weeks after transfer of the translation or performance of the service for identifiable deficiencies, and otherwise four weeks after discovery of deficiencies in the translation or performance of the service that were not readily apparent. Where a complaint has merit and is properly submitted, we are entitled, at our option, to improve translation or service at least two times or to exchange the translation or service. The client remains obligated to accept the service performed and to render payment in consideration thereof.
Special provisions for language instruction
Complaints with respect to the instruction services rendered by the instructor must be reported during the course of a language course. We must receive written notice thereof as early as possible over the course of the instruction, with a precise description of the deficiency. No complaints regarding deficiencies will be accepted if submitted after the conclusion of a language course. In the case of complaints that have merit, we are entitled to change instructors up to two times. The client remains obligated to accept the service performed and to render payment in consideration thereof.
9. Delinquent or impossible delivery, rescission, and damages
In cases of delinquent or justifiably impossible delivery or other non-delivery, the client is entitled to rescind the contract only if the delivery deadline has been unreasonably exceeded and where an appropriate extension has been granted. In business transactions, we are liable for failure to render delivery on time, for failure to perform, and for damages, irrespective of the legal grounds therefor, with the exception of wrongful intent and gross negligence and, for our agents in performance and in the case of ordinary negligence, only insofar as essential contractual obligations have been violated. We are not liable for any consequential damage occurring as a result of deficiencies, other indirect damage or loss, or lost profit. Our liability is moreover limited in cases of ordinary negligence to two times the amount billed on the invoice for the delivery or service that has caused the damage, or to a maximum of twenty thousand euros, and in cases of wrongful intent and gross negligence on the part of our agents in performance, to three times the amount billed on the invoice for the delivery or service that has caused the damage, or to a maximum of thirty thousand euros, for both business and non-business transactions. The obligation to render damages as set forth herein is limited in all cases to typical, direct damage or losses foreseeable at the time the contract was entered into. The amount of maximum liability will be reduced to one-third of those cited if the client is insured against damage caused by us.
The client is subject to extensive obligations of cooperation. The client agrees to check every service supplied by us to ensure that it is free of defects and suitable for use in the concrete situation at hand before otherwise utilizing the service. We are not liable for consequential damage such as defective printing if the client has not satisfied its obligation of cooperation in full and in due time.
Special provisions for translations
If the client wishes to use the translated text for publication or advertising purposes, or to have the translation formulated in a certain style, the client must provide clear, unambiguous information, glossaries, and style and text guidelines or templates upon placement of the order for the text to be published or for the adaptation, as the case may be. If the client fails to indicate the abovementioned intended purposes upon order placement, and if the text is later used for publication or advertising purposes, the client cannot claim compensation for any damage incurred as the result of its being necessary to repeat the publication or advertisement due to a translation error or erroneous adaptation. In such cases, we reserve the right to submit our own claim on the basis of infringement of proprietary rights. Prior to publication, the client is obliged to submit a print draft copy to us for review. If the client prints without release approval from us, this action will be entirely at the client’s own risk.
Special provisions for language instruction
Participants are urged to participate in instruction regularly. In the case of corporate and individual instruction, absences may be made up at no charge within six months after the agreed end of instruction, provided that the participant has given us at least 24 hours’ advance notice of the absence prior to the course date. Absences from group instruction cannot be made up. In the event of rescission of contract, we reserve the right to bill the client cancellation fees as follows to defray our processing costs: 25% of the overall course fees if the client rescinds prior to the beginning of the course, 50% if the client attends less than one-half of the instruction units booked, and 100% if the client attends one-half or more of the instruction units booked. Course fees will not be reimbursed if the student fails to attend class or leaves early.
If instruction takes place at our business locations, we assume no liability for clothing and valuables brought onto the premises by participants or others. We are also not liable for personal injury or property damage occurring in our business locations. We assume no liability for children who are brought onto the premises or participate in instruction.
10. Assignment
Assignment of contract rights by the client requires our written authorization.
11. Payment terms
Unless otherwise agreed, we require payment within 30 days from the invoice date, to the exclusion of deductions, withholding, and setoff, for all business transactions with our clients. The party placing the order is the party liable for payment in each case. If the client is insolvent, unwilling to pay, or if there are well-founded doubts as to the client’s ability or willingness to pay, we may require immediate payment of all open invoices. In this case, we are also entitled to withhold all open deliveries or goods and release them only upon simultaneous and commensurate payment, or to rescind the contract, at our option. Invoices for work billed on an hourly basis are payable net cash upon receipt of the invoice. Unless otherwise agreed, we are entitled to demand that an advance cash deposit be rendered in the amount of the actual sum billed or our estimate thereof.
Payments that have been remitted are not subject to revocation. If partial payments are agreed, the entire remaining sum will fall due for payment immediately if the client is late with payment in whole or in part of two consecutive partial payments. Stipulations made by the client with respect to the application of payments are not binding on us. We reserve the right to apply payments to outstanding receivables and interest at our discretion. In the event of a delay in payment and on expiration of a reasonable notice period, we reserve the right to rescind the contract or to claim damages for non-performance. We also reserve the right, after due notification, to withhold all open deliveries or to demand advance payment. Any customer in arrears is obligated to return to us, upon our request, any items that have already been delivered and are subject to reserved ownership. We are also entitled to require immediate payment of all still open invoices, even those sums for which payment has been deferred. In the event of payment delinquency or deferment, any client who transacts commercial dealings agrees to assume the lending interest incurred by us, at the typical bank rate, as a result thereof.
For orders placed directly via our website, and for other orders at our discretion, we require advance payment via credit card in the form of an advance payment in the amount of the estimated invoice value. To this end, the client is therefore required to provide his or her name and address, the type of credit card, credit card number, and expiration date when placing orders. By placing the order, the client authorizes us to debit the deposit or invoice amount from his or her credit card account.
Special provisions for language instruction
Unless otherwise agreed, all fees for all forms of courses must be paid in advance, upon registration, without any deductions, withholding, or setoff. Instructional materials are not included in the course fees.
12. Reservation of ownership
We reserve ownership of all property and/or services, along with all rights pertaining thereto, until such time as full payment has been made, including payment of other receivables that may exist vis-à-vis the client. If the reserved property is combined or processed with other property, we will be granted co-ownership of the new property in proportion to the value of the reserved property in relation to the other property.
We reserve all rights to results of work, if any, of certain ancillary services, such as the creation of subject-specific terminology, a compilation of words, or a glossary. Insofar as the rights of ownership of such services are assigned to the client, the client grants us a non-exclusive, transferable license with respect to such work results. We are entitled to reproduce, translate, and process the individually created work results and to report on them publicly. These rights are granted for an unlimited term and can be cancelled only for good cause.
Utilization or modification of any of our services by third parties requires our prior consent.
13. Rights of third parties
The client is obligated to ensure that no rights of third parties to the information, documents, and other items transmitted to us stand in the way of our processing, utilization, reproduction, and/or publication of the results of processing thereof. The client releases and holds harmless us and our subcontractors from any and all liability for claims of third parties based on use, processing, utilization, or reproduction of such information, documents, and other items or the processing thereof.
14. Nondisclosure
We commit to maintain secrecy regarding the information that is provided to us by the client in the context of our cooperation with each other and labeled as confidential and to take appropriate measures to prevent unauthorized third parties from accessing and/or becoming able to utilize such information and documents. This obligation to maintain confidentiality will terminate as soon as the confidential information becomes public knowledge, or insofar as the information was already known to us at the time of disclosure. As a basic principle, we will not disclose the client’s confidential information to unauthorized third parties, but we may employ third parties to perform the services insofar as such third parties are under an obligation to maintain confidentiality. The nondisclosure protection will terminate three years after the information or documents have been transmitted to us.
In the event of electronic transfer of texts and data between the client and us, we cannot guarantee absolute protection and confidentiality because there are opportunities for external access.
If and insofar as more-stringent nondisclosure obligations must be complied with in respect of certain documents, the client is obligated to provide us with detailed written notice of such conditions when placing the order and, insofar as necessary, to provide us with the programs, codes, and passwords that are to be used.
15. Rights of use of client’s trademarks
The client grants us a non-exclusive, transferable license to use the client’s word mark, design mark, and any combination mark consisting of word and design elements (hereinafter “marks”) worldwide and to reproduce such marks in the context of advertising our work with the client. We commit to use and reproduce such marks exclusively as part of our publication of client references. We acknowledge the client’s rights to the marks and agree not to adversely affect such rights in any way. We may request the marks at any time in electronic form (i.e., in a version suitable for printing and for onscreen display). The marks may be used by us only in the forms and colors specified by the client.
16. Prohibition on enticement of employees and contractors
None of our permanent employees and freelance team members is permitted, without our consent, to be employed or to accept orders, whether directly or indirectly, from the client for a term of twenty-four months after the conclusion of the last order placed by the client with us. The client is also not permitted to present any such team members with any offer, whether orally or in writing or in any other fashion, to engage in such employment or activities.
17. Data protection
The client states its consent to its data being stored in accordance with the provisions of the German Data Protection Act (Datenschutzgesetz).
18. Applicable law
The law of the Federal Republic of Germany applies to all legal relationships between the client and us, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
19. Place of performance and jurisdiction
The place of performance for obligations in relation to KERN and our clients is the location of the KERN office that processes the respective order; for monetary debts on the part of the client, the company headquarters in Frankfurt am Main, Germany is the place of performance. The sole place of jurisdiction is Frankfurt am Main, Germany.
20. Validity
In the event that one or more of the provisions of these General Terms and Conditions should be or become invalid, this will not affect the validity of the remaining provisions. In such cases, the valid provision that most closely approximates the intended legal and commercial purpose of the original provision will be deemed to have been agreed between the parties instead.
21. Amendments to the General Terms and Conditions
The General Terms and Conditions may be subject to change without notice. Please contact us if you wish to receive an updated version of these General Terms and Conditions.
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