General Terms and Conditions (AGB)

General information

The General Terms and Conditions apply to all our business transactions with our customers. The application of any other terms and conditions of purchase and delivery of the customer is hereby expressly rejected, unless we have explicitly recognized them in individual cases. The GTC are recognized by the customer when the order is placed and apply for the entire duration of the business relationship, even if we no longer refer to the GTC when accepting individual orders. They shall also apply to future transactions. Customers are both legal entities and natural persons.

1. orders

Orders of any kind must clearly identify the subject of the transaction. Verbal collateral agreements and changes to orders are only valid subject to our written confirmation. We shall not be liable for delays or deficiencies in execution caused by incorrect, incomplete, misleading or illegible information provided by the client, including in the translation specifications. We are entitled to withdraw from an order after it has been confirmed without reservation if we subsequently receive unsatisfactory information about the client.

Special features of language training

The contractual relationship begins with the participant’s registration and our acceptance. The duration of the teaching relationship is determined by the agreed lessons or course. We reserve the right to change the content of the lessons in exceptional cases and to postpone or cancel courses for organizational or similar reasons.

Special features of contracts for work and services

The order is generally carried out in the technical offices of KERN AG. Complete or partial execution at the client’s premises can be agreed if working documents cannot be issued and/or if continuous technical discussions or technical coordination should make this necessary.

The right to issue instructions to its vicarious agents and employees, in particular the instruction, guidance and supervision, is the sole responsibility of KERN AG, even if the order is carried out at the client’s premises. This shall not affect the Client’s right to issue order-related instructions concerning the work result in individual cases.

2. execution by third parties

We may use third parties for the execution of all transactions if we deem it appropriate and reasonable at our discretion. We shall only be liable for the careful selection of third parties. Except in connection with interpreting assignments and language instruction, contacts between the customer and third parties commissioned by us require our approval.

3. offers and prices

All offers and prices are subject to change. They may be adjusted to actual circumstances and changes in expenditure without separate notification. Prices are quoted in euros unless another currency has been agreed. All prices quoted in our offers are net prices excluding tax. Payment terms, discounts or other deductions are not granted unless expressly agreed. Special services are subject to a surcharge or are invoiced on a time and material basis.

Special features of translating and foreign language typesetting

Unless otherwise stated in writing, the prices quoted for translation services are per translated line. A line is a maximum of fifty characters including spaces. Longer lines are converted into lines of a maximum of fifty characters. Lines of more than thirty characters are considered full lines. A minimum rate is charged if the agreed line price multiplied by the number of lines does not exceed the minimum rate. Certification, adaptation of foreign-language advertising texts, website and software localization, text entry, typesetting and printing work, formatting and conversion work, proofreading, rush charges, the creation and expansion of a terminology list or glossary are invoiced separately according to time and effort or by agreement.

Special features of interpreting

The time required by the interpreter to travel to the interpreting location and back shall be remunerated at the hourly rate quoted for the interpreting service in addition to the interpreting and attendance time. Any expenses incurred (travel, hotel and catering costs, etc.) shall be borne by the client. The registered office of the respective processing office is the place where the journey begins and ends, unless a different place for the beginning and end of the journey has been contractually agreed. Unless otherwise agreed, overtime shall be remunerated with a surcharge of thirty percent. Hours commenced shall be regarded as full hours and days commenced as full days.

Special features of language training

Unless otherwise stated in writing, the prices quoted for language course services are per language course unit. A minimum number of language course units is set. Course materials, examinations, certifications and other additional services are invoiced separately on a time and material basis or by agreement. Unless otherwise agreed, for language training outside our offices, the time required by the language teacher to travel to the language course location and back will be charged at cost. Any expenses incurred (travel, hotel and catering costs, etc.) shall be borne by the client. The registered office of the respective processing office is the place where the journey begins and ends, unless a different place for the beginning and end of the journey has been contractually agreed.

4. benefits

The services ordered and accepted by us shall be performed by us in accordance with the order and these GTC. We do not owe any performance beyond the scope of the order. If the order is canceled, we are entitled to charge the customer cancellation fees and cancellation fees of up to one hundred percent of the agreed fee.

Special features of translating and foreign language typesetting

Unless otherwise agreed in writing, we prepare and deliver a specialist translation. Certifications, publications, creation and adaptation of foreign-language advertising texts, website and software localization, text entry, typesetting and printing work, formatting and conversion work, proofreading, rush orders, the creation, expansion and use of specific terminology or a glossary or editorial specifications must be specified in good time when the order is placed so that we can plan accordingly. We are not liable for inaccurate, unclear, incomplete, erroneous and incorrect information or terms within the source texts, templates, information and word collections, terminology or a glossary or editorial specifications provided by the customer or in the wording of the order. Furthermore, we shall not be liable if the aforementioned intended use is concealed when the order is placed or if the text is published at a later date or used for advertising purposes. In the absence of a post-editing process, liability for a translation produced by a machine solution is excluded. In the case of urgent orders that require the service to be divided among several employees, no guarantee can be given for uniform terminology. Claims for damages and reductions of invoices are excluded. This also includes compensation for damages arising from the fact that publication or advertising has to be repeated due to a translation error or inadequate adaptation because the relevant information was not provided to us when the order was placed. The creation or expansion of terminology or a glossary shall only take place by express agreement. The prerequisite is that sufficient documentation, such as terminology databases, pre-translations, word lists or glossaries are provided when the order is placed.

Special features of interpreting

In the case of interpreting assignments, the client is obliged to inform us in good time of the type of interpreting service (liaison, simultaneous or consecutive interpreting, etc.), the interpreting and conference equipment required, the exact venue and date of the event and the contact persons. The customer undertakes to provide us with the necessary training materials in good time, but at least one to two weeks before the start of the event, and, if necessary, to accommodate our interpreters in a hotel close to the event location in a manner befitting their status.

Special features of language training

Unless expressly agreed otherwise, the customer concludes a contract with us for at least 10 teaching units of 45 minutes each (KERN One-to-One) or 20 teaching units of 45 minutes each (KERN Family), which are offered during the period specified in the application. In the case of private tuition and language courses for children, one unit lasts 60 minutes; these courses are booked with at least 5 teaching units of 60 minutes each. A lesson consists of at least 2 x 45 minutes or 1 x 60 minutes for children. Group courses (KERN Family) only take place with a minimum of four registered participants. By agreement, lessons can be held in groups of two or three for an increased course fee or by reducing the total number of units. The client is obliged to carry out the placement test in good time – at least one to two weeks before the start of the language course – and to send us the results. We endeavor to use the same teachers for the duration of the contract. However, should there be a change of teacher for any reason whatsoever, the participant shall not be entitled to any refunds or deductions from advance payments of course fees.

5. delivery periods and partial delivery

Delivery times are given to the best of our knowledge and belief and can only ever be estimated delivery dates. They do not constitute a binding assurance. The customer is obliged to accept any partial deliveries under the agreed conditions.

6. disruptions, force majeure, closure and restriction of operations, network and server errors, viruses

We are not liable for damages caused by disruptions to our operations, in particular due to force majeure, such as natural disasters, strikes, traffic disruptions, traffic-related delays, network and server errors, connection and transmission errors for which we are not responsible and other disruptions and absence of teachers or interpreters. In such cases, we are entitled to withdraw from the contract in whole or in part. The same applies if we have to close or restrict operations, in particular the online service, in whole or in part on individual days or for a certain period of time for an important reason.

We are not liable for damage caused by viruses, Trojans, autodialers, spam mail or similar data. Our IT systems (network, workstations, programs, files, etc.) are regularly checked for such viruses and data. If files are delivered by remote data transmission (modem), e-mail or other remote transmissions, the customer is responsible for a final virus and data check of the transmitted data and text files. Any claims for damages shall not be recognized by us. Electronic transmission is at the customer’s risk. We are not liable for damaged, incomplete or lost texts and data due to electronic transmission.

Special features of language training

If no lessons take place after the contract has been concluded due to the absence of a teacher, advance payments already made can be refunded to the applicant on a pro rata basis if we do not offer substitute services within a period of 6 months. If the substitute services are not accepted by the participant, there is no entitlement to a refund of course fees already paid.

7. acceptance, acceptance

Acceptance of the service or delivery, including partial deliveries, is a primary obligation of the customer. If the customer fails to accept or refuses acceptance, he shall be in default of acceptance without further reminder and shall be liable for all damages incurred.

Special features of contracts for work and services

The progress of performance shall be confirmed by the Client by signing the project progress reports submitted to it. The following provisions shall also apply to the acceptance of the services:

After successful completion of the functional test, but no later than 2 weeks after handover of the order result, the Client must declare acceptance in writing without delay. The functional test shall be deemed to have been carried out successfully if the result of the order fulfills the contractually stipulated requirements in all essential points.

If the customer does not immediately declare acceptance despite the obligation to accept, KERN AG may set him a deadline of 2 weeks in writing to make this declaration. If KERN AG has pointed this out in the written deadline, acceptance shall be deemed to have taken place if the client does not specify the reasons for refusing acceptance in writing within a period of 1 week. Acceptance shall also be deemed to have taken place when the CL begins to use the order result productively.

8. complaints

Complaints in commercial transactions shall only be recognized if they are submitted to us in writing immediately after the translation has been delivered or the service has been rendered in the case of obvious defects, immediately after the translation or service has been checked in the case of recognizable defects, and immediately after their discovery in the case of hidden defects, with a substantiated description of the defect. Complaints in non-commercial transactions must also be made in writing, stating the exact nature of the defect. In the case of commercial and non-commercial transactions, in the case of obvious defects, all complaints shall be excluded two weeks after delivery of the translation or provision of the service, in the case of recognizable defects four weeks after delivery of the translation or provision of the service, otherwise four weeks after discovery of a hidden defect by the customer. In the event of justified, properly notified defects, we shall have the right, at our discretion, to rectify the translation or service at least twice or to provide a new translation or service. The customer remains obliged to accept the service provided and to make payment.

Special features of language training

Complaints regarding teaching performance on the part of the teacher must be reported during the course of a language course. They must be notified to us in writing as early as possible during the course, giving a precise description of the defect. Complaints after completion of a language course can no longer be accepted. In the event of justified complaints, we have the right to change the teacher up to twice. The customer remains obliged to accept the service provided and to pay for it.

Special features of contracts for work and services

The client is obliged to inform KERN AG immediately in writing if defects become known to him during the functional test. In the event of significant defects in the service, KERN AG shall initially be given the opportunity to rectify these within a reasonable period of time, to the exclusion of further claims.

9. delay in delivery, impossibility, withdrawal and damages

The customer shall only be entitled to withdraw from the contract or to perform the service himself in cases of delay in performance, rectification and impossibility for which he is responsible and in other cases if the deadline has been significantly exceeded and he has set a reasonable grace period. In commercial transactions, we shall only be liable for late delivery, non-performance and compensation for damages, irrespective of the legal grounds, with the exception of intent and gross negligence and for vicarious agents and in the case of slight negligence only insofar as essential contractual obligations have been breached and not for consequential damages caused by defects, other indirect damages and loss of profit. In other respects, liability in commercial and non-commercial transactions in the event of slight negligence shall be limited to twice the invoice value of the delivery or service causing the damage and to a maximum of twenty thousand euros, and in commercial transactions in the event of intent and gross negligence on the part of vicarious agents to three times the invoice value of the delivery or service causing the damage and to a maximum of thirty thousand euros. The liability for damages specified herein is always limited to typical direct damages foreseeable at the time of conclusion of the contract. The liability limits shall be reduced to one third if the customer is insured against damages and the customer shall be subject to comprehensive obligations to cooperate. The customer undertakes to check every service supplied by us for defects and for usability in the specific situation before using the service for any other purpose. We shall not be liable for consequential damage, such as faulty printing, if the customer has not fulfilled his obligation to cooperate comprehensively and in good time.

Special features of translating

If the customer wishes to publish the translated text or use it for advertising purposes or have the translation formulated in a certain style, he must provide clear information, glossaries and style and text specifications for the text to be published or for the adaptation of the advertising text when placing the order. If the customer fails to provide the aforementioned information when placing the order and the text is later published or used for advertising purposes, the customer may not claim compensation for damages resulting from the fact that the publication or advertising has to be repeated due to a translation error or an inadequate adaptation. In this case, we reserve the right to assert claims for infringement of copyright regulations. The customer must send us a proof for approval before printing. If he prints without our approval, this shall be at his full expense and he shall also be fully liable for consequential damages.

Special features of language training

The participant is required to attend lessons regularly. In the case of company and individual lessons, absences that are communicated to us at least 48 hours before the course date can be rescheduled free of charge, provided that they are made up within six months of the agreed end of the lesson. In the case of group lessons, a refund of absences is excluded. We reserve the right to charge an expense allowance in the event of withdrawal from the contract as follows: 25% of the total course fees for withdrawal before the start of the course, 50% for completion of less than half of the booked teaching units and 100% for completion of half or more than half of the booked teaching units. Course fees due to absence or early withdrawal of the participant cannot be refunded.

We accept no liability for clothing and valuables brought into our offices during lessons. Nor are we liable for personal injury or damage to property that occurs in our offices. We are not liable for children who are brought along or who take part in lessons.

Special features of contracts for work and services

KERN AG shall initially provide a warranty for any defects in order results at its own discretion by rectification or new production. If the rectification/reproduction fails despite at least two attempts at subsequent performance, the client may demand a reduction or withdrawal. In the case of only minor defects, the client shall not be entitled to withdraw from the contract. The warranty period for defects not caused intentionally shall be 24 months from the respective statutory commencement of the limitation period.

10. assignment

The assignment of rights from a contract by a customer requires our written consent.

11 Terms of payment

Unless otherwise agreed, we require payment in business transactions with our customers within 14 days of the invoice date, excluding deductions, retentions and offsetting. The party placing the order shall be liable for payment in each case. If the customer is insolvent, unwilling to pay or if there are reasonable doubts about his ability or willingness to pay, we may declare the invoices due immediately. In this case, we shall be entitled to return the service or goods concurrently against payment or, at our discretion, to withdraw from the contract. Invoices for contract work are payable net cash on receipt of invoice. Unless otherwise agreed, we are entitled to demand a down payment in cash of the actual or estimated invoice amount.

Payments made are irrevocable. If partial payments are agreed, the entire remaining amount shall become due if the customer is in default with at least two consecutive partial payments in whole or in part. Provisions of the customer regarding the crediting of payments are not binding for us. We reserve the right to offset payments against due claims and interest at our discretion. In the event of default of payment, we shall be entitled to withdraw from the contract after the expiry of a reasonable grace period or to claim damages for non-performance. Furthermore, we are entitled, after prior notification, to exercise the right of retention for all outstanding deliveries or to demand advance payments. The defaulting customer shall be obliged to return to us any goods delivered which are still subject to retention of title upon request. Furthermore, we are entitled to demand immediate payment of all outstanding invoices, including those not yet due, including deferred amounts. In the event of late payment or deferment of payment, we shall be entitled to charge the usual bank credit interest from the date of default. If the term of payment specified in the invoice is exceeded for the first time, the customer agrees in commercial transactions to pay the customary bank credit interest incurred by us.

For orders placed directly via our website or for other orders, we require advance payment by credit card in the form of a deposit in the amount of the expected invoice amount. For this purpose, the customer shall state his name and address, his credit card company, his credit card number and the period of validity of the credit card (start and end) when placing the order. By placing the order, the customer authorizes us to collect the down payment or the invoice amount by credit card.

Special features of language training

Unless otherwise agreed, all fees for all course types must be paid in advance at the time of registration, excluding deductions, retentions and offsetting. Teaching materials are not included in the course fees.

12. reservation of title

Until all existing claims against the customer have been settled in full, the delivered service including all pending rights shall remain our property. If the reserved service is combined or processed with other third-party items or services, we shall acquire co-ownership of the new item or service in the ratio of the value of the reserved goods or service to the other items or services.

We reserve all rights to any work results of certain ancillary services such as the creation of specialist terminology, a collection of words or a glossary. If the property rights to these services are assigned to the customer, the customer shall grant us a simple and transferable right of use to these work results. We are entitled to reproduce, translate, edit and publicly report on the individually created work results. The rights of use are granted for an indefinite period and can only be terminated for good cause.

Our consent must be obtained in advance for the utilization and modification of our services by third parties.

13. rights of third parties

The customer shall ensure that no third-party rights to the information, documents and other items provided to us prevent the processing, utilization, reproduction and/or publication of the processing. The customer shall indemnify us and our subcontractors against any liability for third-party claims based on the use, processing, exploitation or reproduction of this information, documents and other items or their processing.

14. secrecy

We undertake to keep secret the information provided by the customer within the scope of the cooperation and marked as confidential and to take appropriate measures to prevent unauthorized third parties from gaining knowledge of this information or documents and/or being able to use this information and documents. The confidentiality obligation ends as soon as the confidential information has become public knowledge and is therefore in the public domain or was already known to us. As a matter of principle, we shall not disclose confidential information of the customer to unauthorized third parties, but may use third parties to provide the services, provided that they are obliged to maintain confidentiality. The confidentiality protection ends three years after the information or documents have been transmitted to us.

In the case of electronic transmission of texts and data between the customer and us, we do not grant absolute confidentiality protection due to the possibilities of external intervention. If stricter confidentiality obligations are to be observed when processing certain documents, the customer is obliged to explain these requirements to us in detail in writing when placing the order and, if necessary, to provide the programs, codes and passwords to be used.

15. right to use the trademark

The customer grants us a simple, non-exclusive right of use to use the customer’s word mark, figurative mark and word/figurative mark (hereinafter referred to as the “trademark”) worldwide and to reproduce it as part of the promotion of the collaboration. We undertake to use and reproduce the Brand exclusively as part of the reference information of our customer base. We recognize the customer’s rights to the trademark and undertake not to impair these rights in any way. We may request the trademark at any time in electronic form (i.e. in print and screen-ready versions). The trademark may only be used by us in the forms and colors specified by the client.

16. non-solicitation

Our employees and freelancers may not be directly or indirectly employed, engaged or commissioned for up to twenty-four months after completion of the customer’s last order without our approval. Nor may they be made an offer either verbally or in writing or in any other way for such activities.

17. data protection

The customer hereby agrees that their data will be stored in accordance with data protection regulations. See privacy policy.

18 Applicable law

The law of the Federal Republic of Germany shall apply to all legal relationships between the customer and us, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

19 Place of fulfillment and jurisdiction

The place of performance for our and our customer’s obligations is the location of the processing KERN office, for the customer’s monetary debts the headquarters of the company in Frankfurt am Main, Germany. The exclusive place of jurisdiction is Frankfurt am Main, Germany.

20. effectiveness

Any initial or subsequent invalidity of one or more provisions of these GTC shall not affect the validity of the remaining provisions. A valid provision that comes closest to the legal and economic purpose shall then be deemed to have been agreed. The authoritative version of these GTC is the German version.

21 Amendments to the GTC

These General Terms and Conditions may be subject to change at short notice. Please contact us if you wish to receive an up-to-date version of these General Terms and Conditions.

Status: 24.10.2024