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General terms and conditions

General Terms and Conditions of Business and Use

for vendors (translators, proofreaders, editors, DTP service providers)

of tolingo GmbH, represented by Jens Völkel and John Waack, Winterstraße 2, D-22765 Hamburg, District Court of Hamburg, HRB 102250, VAT ID: DE 814889279 (hereinafter referred to as “tolingo”).

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§1 General

tolingo offers vendors the opportunity to translate, edit and upload texts, files and other documents in return for remuneration on the Internet platform operated by tolingo.

§2 Registration/use of services

(1) Registration is required to use tolingo’s services. To register, the vendor must fill out the application form available on the tolingo website. Upon registration, the vendor agrees to these General Terms and Conditions (hereinafter referred to as: GTC). The vendor can view the relevant GTC online before registering and can call up, store or print these at any time.

(2)With his/her application, the vendor confirms that all his/her entered details are accurate, complete and truthful. The vendor undertakes to keep the information provided in his/her registration form up to date. If such information is found to be false, incorrect or out of date, tolingo may block or discontinue the vendor’s access to tolingo’s services.

(3) Upon successfully completing the registration process, the e-mail provided by the vendor must be verified. To this end, an e-mail containing a link will be sent to the address provided, the receipt of which the vendor shall confirm by clicking on this link. After registration has been validated, the vendor’s account will be activated and he/she will be able to use tolingo’s services.

(4) The vendor is personally responsible for keeping his/her login data (login, password) private. Should an unauthorized third party gain knowledge of the vendor’s data, tolingo must be notified immediately.

(5) The vendor shall not be entitled to demand any authorisation to use tolingo’s services. tolingo has the right to change or even discontinue the operation of its services at any time.

§3 Performance, delivery, review and acceptance of services

(1) tolingo will offer the vendor translation jobs, but is under no obligation whatsoever to do so. If the vendor accepts a job, he/she undertakes only to submit diligently translated, proofread or edited texts or files that have been otherwise edited. The vendor is not entitled to provide partial performance. All translations and other services must be performed manually. Computer-generated translations will not be accepted.

(2) tolingo shall review the texts or files submitted by the vendor for quality assurance purposes. The vendor is not entitled to have the translations or files that he/she has submitted reviewed.

(3) The vendor is responsible for the quality of the service and for complying with agreed deadlines.

(4) tolingo may make alterations to translated, proofread or edited texts or files that have been otherwise edited, which have been submitted by the vendor, at its own discretion and without providing any reasons. If tolingo alters texts that the vendor has delivered, the vendor shall not be liable for the accuracy of the modified sections of text.

(5) The time allowed for providing a service depends on the individual job. If the translated, proofread or edited text or file that has been otherwise edited, is not delivered within the agreed time, tolingo shall extend the deadline by a reasonable length of time so that the service may be provided. If the vendor fails to meet this deadline, tolingo is entitled to withdraw from the contract and claim damages on the grounds of non-performance. In this case, the vendor is not entitled to payment of any remuneration. tolingo is further entitled to exclude the vendor from further use of its services.

§4 Right to complain

(1) If the vendor discovers discrepancies in connection with the respective assignment, he/she shall inform tolingo of this immediately. This may, for example, concern the scope of the assignment as well as the quality and other conditions which may affect the vendor’s ability to carry out the assignment at a level satisfactory to the client.

(2) In accordance with the terms and conditions of sale and delivery, the customer is entitled to lodge a complaint within 14 days from receipt of the translated document.

(3) Should it transpire that the customer’s complaint is justified, the vendor shall in the first instance be responsible for correcting the translation free of charge. Moreover, the vendor shall bear the cost of this up to the value of the corresponding fee for the unsatisfactory translation.

§5 Granting of rights / Confidentiality

(1) By submitting the text or, respectively, the edited file, the vendor grants tolingo the exclusive right to use and/or exploit the services provided without any restrictions in terms of time and location.

(2) tolingo is entitled in particular to store the submitted translation in full or in part, to change or edit it, to duplicate it, to reproduce it publicly, or to utilize it in any other way.

(3) tolingo is also entitled to grant and/or transfer the above usage rights to third parties.

(4) The vendor waives his/her right to be designated and/or named as the author.

(5) Information that the vendor receives from a customer or from tolingo in connection with a service that has been provided shall be treated as strictly confidential. Documents, reference texts and information may at no time be passed on without the express consent of tolingo. Any violation of these guidelines shall lead to the vendor being immediately excluded from further use of tolingo’s services and may even result in legal proceedings.

§6 Non-competition clause

To safeguard a professional relationship, contractors are prohibited from contacting tolingo’s clients.

§7 Infringements of rights and rights of third parties

The vendor indemnifies tolingo from all claims by third parties and/or other disadvantages that might result from the provision of the translation services. This also covers, in particular, claims against tolingo on account of the content of the translations (slander, libel, infringement of personal rights, etc.) and/or the infringement of the proprietary rights of third parties (such as copyrights, rights to names and trademark rights).

§8 Remuneration, payment and warranty rights

(1) tolingo shall pay the vendor a remuneration for translated, proofread or edited texts or files that have been otherwise edited. The remuneration is calculated on the basis of the word count in the source language, the language combination, the level of difficulty and the subject category. Upon prior agreement, the remuneration may be calculated on the basis of the number of pages or the number of hours required. The vendor is thus aware of the resulting remuneration upon acceptance of the translation job.

(2) Remuneration for completed services will be credited to the vendor’s user account.

(3) At the end of each calendar month a credit note, which can be accessed from the vendor’s user account, is generated in PDF format. This credit note lists the vendor’s total earnings for that month and constitutes the vendor’s invoice to tolingo. Insofar as the vendor is liable for VAT, the invoice must show the applicable tax. The vendor is obliged to inform tolingo as to whether his/her earnings are subject to VAT no later than the start of each calendar year.

(4) The total earnings will be transferred to the vendor’s bank, PayPal or Skrill account, as stored in the system, on the 15th of the following calendar month. Where the 15th of the month falls on a Saturday, Sunday or public holiday in the Federal Republic of Germany, payment will be made within the next two business days.

(5) tolingo is entitled to postpone the payment to a different day, however to no later than the end of the following month. Credit accumulated in the vendor’s account is not interest-bearing.

(6) Payment can be transacted via PayPal, Skrill or bank transfer. For each payment, tolingo charges a processing fee of 0.5% of the pay-out amount, however no more than EUR 3.00. The vendor shall be liable for the transaction fees deducted by PayPal or Skrill.

(7) The vendor must enter his/her payment details into his/her tolingo account for the payment to be transacted. The vendor shall be responsible for ensuring that the payment information is correct. Failure to do so may result in delayed payment. Changes to payment information can only be taken into account until the 28th of the month for the next payment on the 15th of the following month.

(8) tolingo explicitly states that payments represent vendor’s income and are as such subject to income tax and must therefore be reported by the vendor to his/her tax office.

(9) If it transpires that the translated, proofread or edited texts, or files that have been otherwise edited, contain errors that are not merely minor in nature, tolingo is entitled to reduce the remuneration accordingly and/or put forward claims for damages insofar as clients assert justifiable claims against tolingo. It is at the reasonable discretion of tolingo to decide by how much the credit amount in the vendor’s account should be reduced. The assertion of further claims and/or rights remains unaffected.

(10) If a project is terminated by the customer once work has already begun, the vendor is entitled to receive proportional remuneration for the completed portion.

§9 Liability

(1) tolingo shall be fully liable for injury to life, body or health. In case of impossibility of performance and default as well as in the event of a breach of material contractual obligations (so-called cardinal obligations), tolingo shall also be liable for slight negligence, whereby liability shall be limited to the typical foreseeable damage. Cardinal obligations are contractual obligations the fulfilment of which makes the due and proper execution of the contract at all possible and on the fulfilment of which the customer regularly relies and also should be able to rely. Typical foreseeable damage is the type of damage that falls under the protective purpose of the breached contractual obligation or legal standard. In all other matters, tolingo shall not be liable in cases of slight negligence. The above-mentioned limitations of liability also apply to the representatives and vicarious agents of tolingo.

(2) tolingo shall, in particular, offer no guarantee that the data made available by third parties via tolingo is accurate. Nor shall tolingo be liable for delays or errors in performance that are the result of the unclear, incorrect or incomplete forwarding or placement of an order or incorrect data input. This applies in particular in cases where third parties have obtained unauthorized access to tolingo’s services and have caused disruption, irrespective of type and/or content, to the operation of tolingo’s online platform.

§10 Data backup

(1) tolingo shall perform regular data backups for the data stored in the vendor’s account. In the event that data is lost, tolingo shall strive to remedy the loss immediately. This does not affect tolingo’s liability pursuant to Section 9 of the Terms and Conditions of Business and Use.

(2) The vendor is personally responsible for ensuring data backup for his/her services.

§11 Side agreements and amendments to the GTC

(1) There are no verbal side agreements. Alterations and amendments to these GTC shall not be valid unless made in text form (letter, fax, e-mail), whereby this provision may only be intentionally waived in writing. No other GTC shall be applicable.

(2) tolingo is entitled to make alterations or amendments to its GTC at any time. The vendor shall be informed of any such changes in text form via letter, fax or e-mail and by the updated GTC on the tolingo website. Unless the vendor objects within 10 working days in writing, his/her conduct is considered to constitute approval of the new GTC.

§12 Final provisions

(1) The laws of the Federal Republic of Germany apply, with the exception of German International Civil Law.

(2) Place of jurisdiction for all disputes arising from the contractual relationship is, insofar as legally permissible, Hamburg.

(3) Any transfer of rights and responsibilities from the contractual relationship shall not be effective without the written consent of tolingo.

(4) Should a provision of this agreement be or become ineffective in full or in part, the effectiveness of the remaining provisions of this agreement shall remain hereby unaffected. Any ineffective or infeasible provision shall be replaced by an effective or feasible provision that comes as close as possible to the economic effect of the provision to be replaced. The same shall apply accordingly to any loopholes.

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