The General Terms and Conditions

General information

These General Terms and Conditions apply to all our 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. Additional verbal agreements and amendments to orders are subject to our express written consent. We are not liable for delays or deficiencies resulting from the client supplying incorrect, incomplete, ambiguous or illegible information, 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 training

The contractual relationship takes effect upon the registration of the participant and our acceptance. The duration of instruction is as per the type of instruction or course agreed upon. We reserve the right to modify the content of the instruction in exceptional cases and to reschedule or cancel courses for organisational or similar reasons.

2. Execution by third parties

We reserve the right to commission third parties for the execution of any business if we deem such to be effective and beneficial. We are only liable for the careful selection of third parties. Except in connection with interpreting projects and language instruction, communication between the client and our commissioned third party requires authorisation 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, cash discounts and other deductions shall not be granted unless we have expressly agreed to such arrangements. 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 agreed in writing, the prices offered for translation services shall be understood as prices per translated line. One line comprises a maximum of fifty characters, including spaces. Longer lines shall 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. Certifications, adaptations of foreign-language advertising texts, website and software localisation, text capture, typesetting and printing work, formatting and conversion work, proofreading, express surcharges, and the creation and expansion of a terminology list or a glossary are billed separately on the basis of time spent or as agreed upon.

Special provisions for interpreting

The travel time required by the interpreter to travel to the interpreting location and back shall be billed as per the estimated hourly rate for interpreting services in addition to the interpreting and attendance time. Expenses incurred (travel, hotel and catering costs, etc.) shall be borne by the client. The location of the respective branch office that processes the order will be taken as the start and end of the journey unless otherwise agreed. Unless otherwise agreed, overtime shall 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 training

Unless otherwise agreed in writing, the prices offered for language course services shall be understood as prices per language course unit. A minimum amount of language course units will be charged Course materials, examinations, certifications and other additional services will be invoiced separately at cost or as agreed upon. Unless agreed otherwise, in the case of language training outside of our branch offices, the time required for the language teacher to travel to the location of the language course and back shall be compensated at cost. Expenses incurred (travel, hotel and catering costs, etc.) shall be borne by the client. The location of the respective branch office that processes the order will be taken as the start and end of the journey unless otherwise agreed.

4. Services

We shall perform the services commissioned and accepted by us according to the order and these General Terms and Conditions. We do not owe any services beyond the scope of the order. If an order is cancelled, we are entitled to charge the client cancellation fees and charges up to one hundred percent of the agreed fee.

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 inaccurate, unclear, incomplete, erroneous and false information or terms within the source texts, templates, information and compilations of words provided by the client or in the formulation of the order. In the case of express 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 a terminology list or a glossary only after express agreement. It is a prerequisite for the above point that sufficient documents, such as terminology databases, prior translations, word lists or glossaries, shall be provided to us upon placement of an order.

Special provisions for interpreting

In the case of interpreting orders, the client is obligated to inform KERN promptly of the type of interpreting (liaison interpreting, simultaneous interpreting, consecutive interpreting, etc.) required, any interpreting and conference equipment required, the exact location, date and time of the event, and the 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 close to the site of the event.

Special provisions for language training

Unless otherwise agreed, the client shall conclude a contract with us comprising at least 10 instruction units of 45 minutes each (KERN One-to-One) or 20 instruction units of 45 minutes each (KERN Family), which are offered in the period specified in the application. In the case of tutoring and language courses for children, one unit lasts 60 minutes. These courses may be booked for at least 5 teaching units of 60 minutes each. One appointment for instruction consists of not less than two 45 minute/ units, or one 60 minute unit for children. Group courses (KERN Family) shall only take place if at least four participants are registered. Teaching may still take place in groups of two or three by arrangement, in exchange for an increase in the course fees or a reduction in the total number of instruction units. The client undertakes to take the placement test and inform us of the result promptly, but by no later than one to two weeks before the course begins. We make every effort to employ the same teachers for the contract duration of the instruction. However, should there be a change of teacher for any reason, the participant shall receive no reimbursement or deduction from advance payments of the course fees.

5. Delivery periods and partial delivery

Delivery dates are quoted with due care and are always to be regarded as probable delivery dates only. They shall not be regarded as a binding commitment. The client undertakes to accept any partial deliveries under the agreed terms.

6. Disruptions, force majeure, suspension and restriction of operations, network and server errors, viruses

We are not liable for damages caused by disruptions affecting our operations, in particular those caused by force majeure, such as natural disasters, strikes, traffic disruptions, delays due to traffic, network and server errors, connection and transmission errors beyond our control, or any other such disruption or the absence of instructors or interpreters. In such cases, we are entitled to rescind the respective agreement in whole or in part. The same applies if we must wholly or partially halt or restrict operations for good cause, in particular the online service, either on individual days or for a specified period.

We moreover accept no liability for damage relating to viruses, trojans, 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. The electronic transmission takes place at the risk of the client. We are not liable for text or data damaged, rendered incomplete, or lost as a result of electronic transmission.

Special provisions for language training

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, complaints must be made in writing and give a precise indication of the deficiency. In the case of both business and non-business transactions, 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 training

Complaints with respect to the training services rendered by the instructor must be reported over the course of a language course. We must receive written notice thereof as early as possible during the course, 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 not liable for failure to render delivery on time, for failure to perform and for damages, irrespective of the legal grounds thereof, 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. For both business and non-business transactions, 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. For business transactions in cases of wrongful intent and gross negligence on the part of our agents in performance, our liability is limited 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. 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 specific situation at hand before otherwise utilising 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 and the client shall be fully liable for consequential damages.

Special provisions for language training

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 48 hours’ advance notice of the absence prior to the course date. In the case of group instruction, a refund of course fees for the time absent is hereby expressly excluded. 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 fewer than one half of the instruction units booked, and 100% if the client attends 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 branch offices, 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 branch offices. We assume no liability for children who are brought onto the premises or participate in instruction.

10. Assignment

The assignment of contract rights by the client requires our written authorisation.

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 in 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 agreement 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 client 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, we are entitled to charge the lending interest at the typical bank rate from the date of default. In the event of a breach of the date of payment determined for the first time in the invoice, any client who transacts commercial dealings agrees to assume the lending interest incurred by us for this purpose at the typical bank rate.

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 the validity period (begin and end) when placing orders. By placing the order, the client authorises us to debit the deposit or invoice amount from his or her credit card account.

Special provisions for language training

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 licence 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.

Utilisation 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, utilisation, reproduction and/or publication of the results of processing thereof. The client releases and indemnifies us and our subcontractors from any and all liability for claims of third parties based on use, processing, utilisation or reproduction of such information, documents and other items or the processing thereof.

14. Nondisclosure

We commit to maintaining secrecy regarding the information that is provided to us by the client in the context of our cooperation with each other and labelled as confidential and to take appropriate measures to prevent unauthorised third parties from accessing and/or becoming able to utilise 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 unauthorised 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 of confidentiality due to 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 to provide us with the programs, codes and passwords that are to be used insofar as necessary.

15. Rights of use of client’s trademarks

The client grants us a non-exclusive, transferable licence 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 colours specified by the client.

16. Prohibition on enticement of employees and contractors

None of our permanent employees and freelance team members are 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, in writing or in any other fashion, or to engage in such employment or activities.

17. Data protection

The client hereby agrees to their 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

Any current or later invalidity of one or more provisions of these General Terms and Conditions does not affect the validity of the remaining provisions. In such a case, a valid arrangement most closely approaching the legal and business purpose shall be deemed agreed. The authoritative version of these General Terms and Conditions is the current German language version.

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.