|Terms and Conditions|
This is an English translation of the German terms and conditions. Only the German original text is valid and binding.|
The following general terms of services, delivery and payment apply to all services rendered by Effective Media (subsequently referred to as "EM") to its customers. In the event of a customer's project being subject to different terms, these will have to be approved by EM in writing.
In the following, the term 'services' applies to both translations as well as other services and delivery of goods by EM to the customer.
1) Quotations, new calculations
1.1) The type of service, extent and price are defined in the quotation.
1.2) Quotations by EM are based on data provided by the customer. If these basic data should change after a quotation has been submitted, the final price of the services will be recalculated in proportion to the basic estimate. A recalculation of the price can be made upon request of the customer at any time.
2) Delivery dates, urgent deliveries, cancellation
A binding delivery date is always defined in writing in the quotation.
2.1) Delivery dates are declared to the best of EM's knowledge and as exactly as possible. A delivery date can only be declared on the assumption that all data required for rendering the services are made available by the time the work is scheduled to begin. If this is not the case, the delivery date will be automatically delayed by the same number of working days as the delivery of the data. If EM cannot comply with the resulting new delivery date, EM will immediately inform the customer of this fact and suggest a new date.
2.2) In the event of an urgent delivery being required (i.e. if the time span between the delivery of data by the customer and delivery date by EM corresponds to the time actually needed to accomplish our services), EM will reserve the required capacities exclusively to fulfil the order, in agreement with the customer. If the starting date of the work is delayed through fault of the customer (i.e. the required data are not provided in time for the scheduled starting date) and EM is not advised of this within the period of two working days, EM reserves the right to charge the customer for the reserved capacities.
2.3) In the event of an order being cancelled, EM will submit any completed work to the customer and charge for it. EM also reserves the right to charge for any costs which have arisen up to the time of the cancellation, such as booking, cancellation and reservation fees.
3) Payment, modes of payment, financial circumstances and offsetting
3.1) Payments are due within seven days of the date of the invoice without any deductions, provided no other agreements apply. Discounts do not apply. Payments have to be executed in such a manner that the due amount is available to EM on the due date.
3.2) Any payment to EM must be made by bank transfer. EM is not obliged to accept payment by cheque or bill of exchange.
3.3) If the customer's financial circumstances should deteriorate after concluding an agreement, e.g. in the event of the opening of insolvency proceedings or a settlement - or if EM learns of such a deterioration after concluding an agreement - EM reserves the right to refuse a delivery of services until the customer has provided appropriate securities for EM's claim arising from this contract. If the customer does not provide these securities within an appropriate period of time, EM reserves the right to withdraw from the agreement. EM may also withdraw from an agreement if cheques received from the customer are not cashed, or bills of exchange undergo a protest, or if the customer's assets are subject to settlement or insolvency proceedings.
3.4) An offset or assertion of a right to reserve payment against EM's pecuniary claims is permissible only if counter-claims are submitted in the legally effective form, or if such counter-claims are undisputed.
4) Acceptance of services, guarantee
4.1) Individual services will be considered accepted if no complaint is made within ten working days. All services are considered complete and accepted at the latest when a game is published and delivered to merchants.
4.2) Apart from the translation and localisation of a game, peripheral work is sometimes required in the context of the game's development such as the testing of preliminary versions or final versions of the translated software. Where such services are concerned, guarantee is limited to the provision of our reports and the delivery of edited data in the requested formats.
4.3) We do not guarantee the technical functionality of the software delivered by the customer.
5) Transfer of usage rights, retention of titles
5.1) Upon payment of the invoice, the customer acquires the rights of usage to services rendered by EM for the project named on the invoice. The customer does not acquire the right to use these services for other purposes.
5.2) EM reserves extended proprietary rights to all delivery items and services until payment of the total sum due from this business connection has been effected. This also applies in case the customer pays the purchase price for certain of the services provided.
5.3) Until the sum of the invoice has been paid in full, all rights to the services rendered by EM lie with EM alone. Any usage or publication of the services by the customer or third parties is prohibited until this time.
5.4) Should the customer's assets be subjected to insolvency proceedings, the usage rights to projects for which payment has not been effected in full are immediately transferred back to EM.
6) Force majeure
Should the fulfilment of the contract on the part of EM or a company employed by EM be prevented by circumstances beyond their control, EM will inform the customer without delay. EM is exempt from its duty to fulfil the contract for the duration of these circumstances; liability is excluded.
7) Limited liability
7.1) EM's liability applies only in cases of gross negligence and intent. Liability in cases of slight negligence applies only if duties essential to the contract are violated.
7.2) The sum of any liability is limited to the value of the contract in question.
8) Governing law, place of fulfilment
8.1) The contract is subject only to the laws of the Federal Republic of Germany, excluding the UN Sales Convention (CISG). The same applies to any legal relations between EM and the customer resulting from or in connection with this contract.
8.2) The place of fulfilment and jurisdiction for both parties, if legally permissible, is the place of business of Effective Media Agentur für Medienberatung GmbH. This notwithstanding, EM retains the right to prefer charges or open other legal proceedings at the customer's place of jurisdiction.
9.1) Should one or several conditions of these general terms and conditions or a contract become null and void or impracticable, this will not affect the validity of the remaining conditions. An invalid or impracticable condition shall be replaced by one that is valid and practicable and fulfils the economically intended purpose of the invalid condition as closely as possible.
9.2) Any agreements that constitute a change of, addition to or appropriation of the contractual relations between EM and the customer, as well as special assurances and arrangements, must be documented in writing.