General Terms and Conditions
General Terms and Conditions (GTC)
1 Scope of application
1.1 These GTC define the content and execution of contracts between the client (hereinafter referred to as "Client") and AHA! GmbH (hereinafter referred to as "AHA!") as the contractor. 1.2.
1.2 Sections 4.4, 4.7, 5.3, 6.1, 6.3 and 10.3 as well as the limitations of liability in Section 8 do not apply to consumer contracts in accordance with the Austrian Consumer Protection Act KSchG.
1.3 Insofar as in these General Terms and Conditions terms the masculine form is used herein for describing natural persons it shall equally refer to women and men.
For the interpretation of these GTC apply in the following order:
2 Cooperation between Client and AHA! for Language Courses
2.1 The place of performance of the courses is agreed when the order is placed.
2.2 Cancellation of a course is only possible before the start of the course. Up to 14 days before the start of the course 80% of the course fee will be refunded, 13 to 1 day before the start of the course 50%. No course fees will be refunded from the day the course starts.
2.3 Participants must be present at least 80% of the time to receive a confirmation of attendance. Corresponding feedback to the employer about the attendance can be agreed upon.
2.4 For the respective services and/or products, the respective prices stated at the time of conclusion of the contract shall apply.
2.5 All prices quoted are net prices, VAT is shown separately.
2.6 Payments shall be made within 14 days after invoicing or at the latest before commencement of the agreed service.
2.7 Payment in the online shop is possible by credit card and bank transfer, directly at AHA! also in cash or by bank transfer.
2.8 In the event of (even partial) default in payment, all costs, dunning costs and collection charges necessary for appropriate legal action as well as the applicable statutory default interest shall be deemed agreed.
3.1 AHA! shall only be liable for damages in the event of intent and gross negligence. AHA! shall also be liable for the negligent breach of essential contractual obligations (cardinal obligations), i.e., such obligations whose breach jeopardises the achievement of the purpose of the contract and on whose compliance a contractual partner may regularly rely. In the event of a negligent breach of cardinal obligations, however, AHA! shall only be liable for the foreseeable damage typical for the contract.
3.2 The above exclusions of liability do not apply in the event of injury to life, limb, or health. Liability under the Product Liability Act remains unaffected. Any exclusion or limitation of liability on the part of AHA! shall also apply to the personal liability of its legal representatives, employees, and other vicarious agents.
4 Cooperation between the Client and AHA! for translation, copywriting, proofreading, written and oral language services of any kind.
4.1 The client shall support AHA! as far as possible and reasonable for the order by providing the documents and information necessary for the provision of the service; the following may be necessary for this purpose:
4.2 The client also undertakes to inform AHA! of the intended use before submitting the offer, e.g., whether it is to be published, used for advertising purposes, or intended for internal use. Unless otherwise agreed, the sole right to the texts, translations, documents, letters, etc. produced by AHA! lies with AHA! The right of use and publication must be assigned separately.
4.3 In addition, the client must name competent contact persons to AHA! in advance who are available for queries.
4.4 AHA! must clarify obvious deficiencies (e.g., contradictory information etc.) in the source text with the client and may draw the client's attention to any typing errors or other mistakes.
4.5 The technical and linguistic accuracy of the source text is the sole responsibility of the client. AHA! shall not be liable for defects resulting from insufficient specification, linguistic and terminological inaccuracies in the source text, etc.
4.6 The reproduction of figures by AHA! shall only be based on the source text. The client is solely responsible for the conversion of numbers, measurements, currencies, and similar.
4.7 For the correct reproduction of names and addresses in the case of originals which are not in Latin script, the client must specify in advance the spelling of names and proper designations on a special sheet in Latin block letters.
4.8 The transmission of the target texts shall take place by means of data transfer (such as e-mail)
5 Offer/order and scope of services for translation services, preparation of texts, editing, services in connection with written and oral language services of any kind.
5.1 The scope of services provided to the Client shall in principle only include translation.
5.2 In the case of texts that can be edited using standard office applications, the formatting of the source text shall be retained. Unless otherwise agreed, translations shall be supplied to AHA! in electronic form (ÖNorm EN 15038).
5.3 Any special requests must be agreed separately and remunerated (special formats, flag correction, CMS, project management etc.).
5.4 AHA! undertakes to carry out all assigned activities to the best of its knowledge and in good time.
5.5 The client may only use the translation for the purpose specified by it. If the client uses the translation for a purpose other than that agreed (3.2.), any liability on the part of AHA! in this respect shall be excluded.
5.6 AHA! has the right to subcontract the order to equally qualified translators. In this case, however, AHA! shall remain the exclusive translator and contractual partner of the client.
5.7 A cost estimate shall only be deemed binding if it is made in writing (in the original, by fax or e-mail) and after presentation of the documents to be translated. Other cost estimates shall always be considered only as a non-binding guideline. The cost estimate is drawn up to the best of AHA!'s knowledge, but no guarantee can be given for its accuracy. Should costs increase by more than 15% after the order has been placed, AHA! shall inform the client immediately. In the case of unavoidable cost overruns of up to 15%, separate notification is not required, and these costs can be invoiced by AHA! without consultation with the client.
6 Deadlines, delivery of translation services, preparation of texts, proofreading, services in connection with written and oral language services of any kind
6.1 With regard to the deadline for delivery of the translation or service, the respective agreement between the client and AHA! shall be decisive. If the delivery date is an indispensable component of the order accepted by AHA! which cannot be extended by a reasonable period of grace and if the client has no interest in a delayed delivery ("firm deal"), the client shall give advance notice of this.
6.2 The client and AHA! must agree the following deadlines:
6.3 A prerequisite for compliance with the delivery deadline as well as the delivery date, even in the case of a firm deal, is the timely receipt of all documents to be supplied by the client to the extent specified (e.g., source texts and all necessary documents for background information) as well as compliance with the agreed payment terms and other obligations. If these preconditions are not fulfilled in good time, the delivery period shall be extended accordingly by the period by which the necessary documents were made available to AHA! late; in the case of a firm deal it shall be for AHA! to assess whether the agreed delivery date can be met even if the client makes documents available late. Failure to meet the delivery date shall only entitle the client to withdraw from the contract in the event of the above-mentioned preconditions and an expressly agreed firm deal.
6.4 The risks associated with the delivery (transmission) of the translation or service and the documents shall be borne by the client.
6.5 Unless otherwise agreed, the documents provided by the client to AHA! shall remain with AHA! after completion of the translation assignment. AHA! shall ensure that these documents are kept for a period of four weeks after completion of the translation order. After this period, AHA! is entitled, but not obliged, to destroy the documents.
6.6 For the duration of the storage period AHA! shall be obliged to store the documents in such a way that unauthorised persons do not have access to them, the confidentiality obligation is not violated, and the documents cannot be used in breach of contract.
7 Fees and terms of payment
7.1 Unless otherwise agreed, the prices shall be determined in accordance with the tariffs (price lists and/or offers) of AHA! applicable to the respective type of service.
7.2 The basis of calculation shall be the basis agreed in each case, e.g.: Standard lines (55 characters incl. spaces), words, hourly rate, target text, source text.
7.3.1 Unless otherwise agreed, order changes or additional orders may be invoiced at reasonable rates.
7.3.2 An appropriate fee shall be charged for the review of third-party translations.
7.3.3 AHA! is entitled to a reasonable fee for proofreading texts.
7.3.4 Reasonable supplement may be charged for express and weekend work, which are to be agreed in advance.
7.4 Unless otherwise agreed, the services of AHA! are due for payment without deduction on delivery of the translation. If collection has been agreed and this is not carried out by the client in good time, the client's obligation to pay shall arise on the day the translation is made available for collection.
7.5 AHA! is entitled to demand an appropriate payment on account in advance.
7.6 If payment is delayed, AHA! shall be entitled to retain the translation and any order documents provided (e.g., manuscripts to be translated). In the event of late payment, interest on arrears at the statutory rate (4% for consumers and 8% above the base rate for corporate clients) as well as reasonable reminder fees shall be charged.
7.7 If partial payments (e.g. payment on account) have been agreed between the client and AHA!, AHA! shall be entitled, in the event of default in payment by the client, to suspend work on the orders in his possession without legal consequences for him and without prejudice to his rights until such time as the client meets his payment obligations. This also applies to orders for which a fixed delivery time has been agreed (fixed transaction in accordance with points 6.1 and 6.3).
8 Force majeure
8.1 In the event of the occurrence of force majeure, AHA! shall, as far as possible, notify the client without delay. Force majeure entitles both AHA! and the client to withdraw from the contract. The client shall, however, compensate AHA! for expenses already incurred and a reasonable fee for the services already provided.
8.2 Force majeure shall be deemed to include in particular: Labour disputes; acts of war; civil war; standstill of the administration of justice and/or administration, interruption of the means of communication; occurrence of unforeseeable events beyond the control of AHA! itself, which demonstrably have a decisive effect on the ability of AHA! to complete the order as agreed.
9 Warranty and compensation
9.1 All defects must be adequately explained and proven by the client in writing (error log). The client must notify AHA! of obvious errors in the translation or service within five working days of receipt of the translation.
9.2 The client shall grant AHA! a reasonable period of time and the opportunity to rectify and improve its service. If the defects are rectified by AHA! within a reasonable period of time, the client shall have no claim to either a price reduction or cancellation of the contract.
9.3 If AHA! refuses to make an improvement or allows the reasonable period of grace to elapse without remedying the defect, or if the improvement would involve considerable inconvenience for the client, the client may withdraw from the contract (conversion) or demand a reduction in the fee (price reduction). In the case of minor defects, there is no right to rescind the contract (§ 932 para. 4 ABGB).
9.4 Warranty claims do not entitle the client to withhold the entire invoice amount, but only an appropriate part of it. The client also waives the possibility of offsetting.
9.5 For translations or services used for printed works in whatever form, AHA! shall only be liable for defects if the client expressly states in writing in his order that he intends to publish the text and if proofs are submitted to AHA! for this purpose and including that version of the text after which no further changes are made by the client.
9.6 AHA! shall not be liable for any defects in the translation or services of difficult-to-read, illegible or incomprehensible documents, for abbreviations specific to the order which were not specified or explained by the client when the order was placed, for stylistic improvements or adjustments to specific terminology (in particular industry or company-specific terminology) and the correct reproduction of names and addresses in the case of documents which are not in Latin script. For these reasons, there shall also be no default in the event of a translation not being completed on time. This also applies to reviews of foreign translations.
9.7 For source texts, originals and similar provided by the client, AHA! shall be liable as a custodian within the meaning of the General Civil Code of Austria only for a period of four weeks after completion of the order, unless these are returned to the client with the delivery. There is no obligation to insure the goods. Point 5.5 shall apply analogously to reimbursement.
9.8 Due to the technical circumstances, AHA! shall not be liable for the transmission of target texts by means of data transfer (such as e-mail) for any defects and impairments arising in the process (such as virus transmissions, breach of confidentiality obligations, damage to files), unless there is at least gross negligence.
9.9 All claims for damages against AHA!, including for consequential harm caused by a defect, are limited to the amount of the invoice (net), unless otherwise prescribed by law. Excluded from this are cases in which the damage was caused grossly negligently or intentionally by AHA! [i.e., only by the translation itself, not by the source text] or personal injury under the Product Liability Act.
9.10 In the event that the client uses the translation for a purpose other than that stated, liability on the part of AHA! for damages is excluded.
10 Title Retention, copyright and confidentiality obligation
10.1 All documents provided to the client in connection with the order shall remain the property of AHA! until all liabilities arising from the contract have been paid in full.
10.2 Any type of documentation not included in the order, such as translation memories, terminology lists, scripts etc. created by the client, shall remain the intellectual property of AHA! The documents may only be passed on and reproduced with the consent of AHA!. Handing over translation memories, terminology lists etc. to the client at the client's request constitutes an additional order for which the client must pay.
10.3 AHA! is not obliged to check whether the client is entitled per se to translate the source texts or have them translated and is therefore entitled to assume that the client is entitled to all such rights vis-à-vis third parties. The Client therefore expressly warrants that it holds all rights necessary for the execution of the order.
10.4 The client is obliged to indemnify and hold AHA! harmless against all claims made by third parties arising from infringements of copyrights, ancillary copyrights, other industrial property rights or personal protection rights. This shall also apply if the client has not specified a purpose or uses the translation for purposes other than those specified. AHA! shall notify the client of such claims without delay and, in the event of legal action, notify him of the dispute. If the client does not join the proceedings as a party to the dispute of AHA! after the notice of dispute, AHA! shall be entitled to acknowledge the claim of the plaintiff and to indemnify the client without regard to the legitimacy of the acknowledged claim.
10.5 As the intellectual creator of the translation, AHA! shall remain the author thereof and shall therefore be entitled to be named as the author. Upon full payment of the fee, the client shall acquire the respective agreed rights of use to the translation. The name of AHA! may only be added to a published text or part of a text if the entire service originates unchanged from the client or with the client's subsequent consent.
10.6 AHA! is obliged to maintain confidentiality and must also oblige those commissioned by it to maintain confidentiality to the same extent.
11.1 The invalidity of individual provisions of these terms and conditions shall not affect the validity of the remainder of the contract. Should a clause be or become invalid or unenforceable, both parties undertake to replace it with a legally permissible, valid and enforceable clause which comes as close as possible to the economic intention of the provision to be replaced (severability clause).
11.2 All amendments, supplements to these General Terms and Conditions and other agreements between the client and AHA! must be in writing, i.e., both parties' original signature or electronic signature.
11.3 The place of performance for all contractual relationships subject to these Terms and Conditions is the professional domicile ("domicile professionnel") of AHA! The court with subject-matter jurisdiction at the professional domicile of AHA! shall have local jurisdiction to decide on all legal disputes arising from this contractual relationship.
11.4 Austrian substantive law shall be deemed agreed. The contractual language is German. The place of jurisdiction shall be Kufstein.
05 February 2018