Frank Elminowski
Hagedornstr. 14, 12487 Berlin
hereafter referred to as the “Provider”
1 Subject matter (or object) of the contract
(1) The subject of the contract is the provision of services by the provider in the areas of proofreading, editing and transcription, translations and stenographic minutes and committee service. The following general terms and conditions (GTC) shall apply to all legal transactions concluded by the Provider with a contractual partner or partners – hereafter referred to as the ‘Client’.
(2) Contracts for the services offered shall be concluded exclusively on the basis of the following general terms and conditions in the version valid at the time of conclusion of the contract. Our general terms and conditions shall apply exclusively. Any general terms and conditions of the Client that deviate from our general terms and conditions shall not be valid unless we expressly agree to them.
(3) In relation to business entities, these GTC apply to the entire business relationship of the contracting parties, even if they are not expressly agreed anew.
2 Conclusion/completion of contract
(1) The Client shall send the documents to the Provider by post or digitally via an upload function on the website at www.hauptstadtstudio-freier-lektoren.de.
(2) The Provider shall send the Client by post a cost offer including a description of services.
(3) The contract is concluded by acceptance of the offer based on written confirmation of the offer by the Client by post.
3 Extent and implementation of the contract
(1) The scope of the agreed services in terms of remuneration, processing, duration of processing and methods of payment shall be based on the service description of the Provider listed in the offer.
(2) The Client shall furnish the Provider with all data and information necessary for the successful and complete provision of the service.
(3) After the services have been provided, the content will be sent to the Client by post.
4 Payment; remuneration
(1) The prices agreed in the offer at the time of conclusion of the contract shall apply. All prices are subject to the statutory value added tax.
(2) The method of payment shall be based on the conditions agreed in the offer. In the absence of any agreements to this effect, payment shall be made after the services have been rendered and the documents have been submitted within 10 days of receipt of the invoice by bank transfer to the account of the supplier – in this case the Provider unless otherwise specified – named in the invoice.
(3) If the Client defaults on payment, the Provider shall be entitled to demand interest on arrears at a rate of 5 percentage points above the base rate of the European Central Bank. In the event that the Provider claims higher default damages, the Client shall have the opportunity to prove that the claimed default damages were not incurred in any way, or were at least significantly lower.
5 Legal position of the contractual partners
(1) The Provider shall act as an independent contractor for the Client.
(2) The Provider is not subject to any instructions from the Client in the fulfilment of the contract or in the carrying out of the contracted activity undertaken by him or her with regard to the time allocation and the design of the course or workflow of activities, unless this such stipulations have been agreed to and are detailed in the contract.
(3) The Provider may use independent third parties or his/her own employees or collaborators for the carrying of the agreed-upon contract obligations.
6 Copyrights, rights of use and release or exemption from liability
(1) The Client warrants that they are the author of the content transmitted for processing or that he or she (or, in the case of a corporate entity, it) has the necessary rights for processing, including by third parties.
(2) The Client shall support the Provider in the defence against claims asserted by third parties against the Provider due to the infringement of intellectual property rights to the content transmitted by the Client, in particular by providing any information required for a future defence of claims relating to the contract and the work carried out as contractually presented.
(3) The Client is obliged to reimburse the necessary expenses for legal prosecution – in particular the necessary lawyers’ and court-related costs – which the Provider incurs as a result of legal claims by third parties due to infringements of intellectual property rights as a result of the contractually authorised work done with respect to the specific content conveyed by the Client to the Provider.
7 Warranty or guarantee
(1) The statutory warranty claims shall apply.
(2) If the Client is a business entity (in German, an “Unternehmer”) as stipulated in Para. 14 of the BGB (the German Civil Code, known in German as the Bundesgesetzbuch), the following shall be deemed agreed for the Client’s warranty claims: obvious defects must be reported to the Provider without delay, at the latest within 14 calendar days after provision of the agreed service. If the notification of defects is not made in due time, the Client’s warranty rights in relation to the defect not notified in due time shall be excluded. This shall not apply, however, if the Provider has fraudulently concealed the defect and/or has given a corresponding guarantee that has then been unfulfilled. Warranty claims shall become barred by statute – except in the event of claims for damages – within one year after the provision of the agreed service to the business entity.
8 Liability
(1) In the event of a relatively minor breach of duty, the liability of the Provider, as well as of the Provider’s supplementary representatives engaged in completing the performance of the contract, shall be limited to the foreseeable, direct, and reasonable damage typical for the contract according to the type of service provided as a result of contractual stipulations. The Provider, as well as his or her supplementary representatives, shall not be liable for relatively (that is, reasonably judged to be) minor, negligent breaches of obligations that are not essential to the satisfactory completion of the contractual obligations and which do not jeopardise the performance of the contract. The aforementioned limitations of liability do not apply in the case of claims arising from product liability or from a guarantee, and neither do they apply in the case of claims based on bodily injury and damage to health as well as loss of life.
(2) If the Client is a business entity (an “Unternehmer”) as stipulated by Para. 14 of the BGB (the German Civil Code), the Provider is liable for purposive non-fulfilment of a contract. Furthermore, the Provider is liable for the negligent breach of obligations, whose fulfilment makes the proper execution of the contract possible in the first place, and whose breach puts at risk the satisfactory completion of the contract. In the latter case, the Provider is only liable for foreseeable damages set out in the contract as provisional events that may occur. If the Provider negligently breaches a material contractual obligation, the liability to pay compensation for damage is limited to the compensation provided by the liability insurance taken out by the Provider. The Provider is not liable for any relatively (that is, reasonably judged to be) minor, negligent breach of obligations other than those specified in the above sentences. Insofar as a liability of the Provider is excluded or limited, this shall also apply to the personal liability of the supplementary representatives engaged by the Provider to fulfil the contract. The above exemptions of liability do not apply in the event of injury to life, limb or health. Liability under the Product Liability Act (known in German as the Produkthaftungsgesetz), remains unaffected.
9 Confidentiality; data protection
(1) The Provider shall treat documents and information pertaining to the Client as confidential and shall only use them to provide the agreed services. This obligation shall remain in force even after termination of the contract.
(2) The Provider shall treat the Client’s personal data confidentially and in accordance with the statutory data protection regulations as set out in the European Data Protection Regulation (known in German as the EU-Datenschutzgrundverordnung, or DSGVO). Data will not be passed on without express consent or only within the scope of the necessary processing of the contract, for example to the financial institution, department, treasurer or financial officer charged with carrying out the payment.
10 Naming or citing of the Client for reference purposes
(1) The Provider may cite companies by name as references on their own website and in other business documents. The use of protected logos, trademarks and/or particular configurations of words requires the separate consent of the Client.
(2) The Client may at any time object in writing to being named and/or cited as a reference by the Provider.
11 Applicable law; place of jurisdiction
(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (known in English by the acronym CISG, and conventionally referred to in German as the Übereinkommen der Vereinten Nationen über den internationalen Warenkauf, commonly known as the UN-Kaufrecht) insofar as this choice of law does not result in a consumer – in this case the Client – being deprived of mandatory consumer protection standards.
(2) If the contracting parties are businesspeople, agents, traders or business entities (“Kaufleute”), the court at the registered office of the supplier in Berlin shall have jurisdiction, unless an exclusive place of jurisdiction is established for the dispute. This also applies if the client is not domiciled within the EU.
12 Final clause
To the extent that any particular provision of the stipulations contained in this aforesaid agreement to the general terms and conditions as set out and adhered to by the Provider as defined herein (in German, the “nachfolgende Anbieter”) – in other words the Provider legally recognised as “handelnd unter “Hauptstadtstudio Freier Lektoren” or, in English, the person “carrying out business activities under the rubric or company name ‘Hauptstadtstudio Freier Lektoren’” – is or becomes invalid or unenforceable, the remaining provisions of this aforesaid agreement shall not be affected as a result.