1.1 Nataliya Yena and her team (Silabot/we), of Offenbacher Landstraße 368, Gebäude D, 1. Obergeschoß, 60599 Frankfurt am Main, provide translation services at https://silabot.de and https://opct.biz. A contractual relationship is said to exist with Silabot once someone uses the Silabot portal (the Portal).
1.2 We only provide our service to legal persons and natural persons who are adults and not limited in their legal capacity.
1.4 The contractual partner is Nataliya Yena, Offenbacher Landstraße 368, Gebäude D, 1. Obergeschoß, 60599 Frankfurt am Main.
2 Scope of application
2.1 The present General Terms apply to the use of our Portal and to all the translation services we provide for our clients.
2.2 The only terms and conditions which govern the contractual relationships we will conclude are the present General Terms. We expressly reject any provisions which contradict the present General Terms. No other terms apply unless we agree them in writing. Agreements made in individual cases which deviate from these General Terms will only apply to the relevant contract and not to any future contracts.
3 Object of the agreement
3.1 Free client account
Clients have the opportunity to register on our portal free of charge. A permanent, free client account is created when a user registers. Once registered, clients can use this account to perform all activities online themselves (including ordering and managing orders and returns, changing addresses and payment methods). Clients may not register more than once.
Clients may create an order on the Portal for the creation of a certified translation. Provided we confirm the order and the client accepts our offer, Silabot will produce the translations in line with the agreed conditions. The final price for the order may differ from the estimated price stated on the order page. The client will be notified of this price when the final invoice is sent, after the translation has been produced. The final price is comprised of the following items: the price for the number of lines in the target text, the price for any Apostilles, the price for certification, a flat fee for expenses, any postage and packaging costs, and statutory VAT. The type of price calculation will always be stated on the order page and explained comprehensively in the FAQs. The reason for the difference between the estimated order value stated on the order page and the final price may be a higher or lower number of lines (than that stated by the client) in the original document or in the translated text, or an increased number of lines due to handwritten originals. These data can only be ascertained when the translation service is being performed, meaning that we can only calculate the final price exactly once the translation has been produced. The product ordered, which is usually a digitally certified document, will be sent to the client by email as a PDF file once they have paid the agreed sum. At the client’s request, a certified document may also be sent by post for a fee. Silabot is only liable for dispatching the document in question on time. The client is liable for additional costs incurred to print and send the document.
3.3 Translation services are provided from and into the following languages: English, German, Russian and Ukrainian.
3.4 Translations are performed to the best of the translator’s knowledge and belief. Unless any particular instructions or documents are included, a ‘working translation’ will be produced and delivered. We will translate technical terms in the way most commonly found in our reference sources or the way they are most commonly understood.
3.5 We will only consider using particular specialist terminology which the client requests if we make an agreement to that effect, and once the client has made available sufficient documentation and/or glossaries in good time. Clients should agree explicitly when they place their order that they wish to use specific terminology.
3.6 We cannot accept liability for any errors in translations due to incorrect or incomplete information or deficient original texts supplied by the client. The same applies to illegible names and/or figures in the original text.
3.7 We will not check the completeness or accuracy of any information, data, reports or other items made available to us unless there is any particular reason to do so in the individual circumstances or it is explicitly covered in our contract. In particular, Silabot is under no obligation to check the authenticity or sense of the text for translation or other documents submitted.
3.8 We cannot guarantee consistency or uniformity in terminology if an order is so urgent that we need to split it between several different translators.
3.9 Silabot may, at the client’s request, also send the translated document to an end recipient in Germany (such as a registry office). This will be sent at the client’s request, either by post or email; the service will be provided at the client’s expense. This service costs EUR 4.17 (inc. VAT), whether it is by post or email. Silabot is only liable for dispatching the document in question on time.
4 Concluding a contract and requirement for the written form
4.1 Free client account
Among other requirements for registering and creating a client account, the client must supply a valid and up-to-date email address and a password.
Clients must ensure that all information they supply when they register is correct and complete. If a client supplies incorrect or incomplete information, Silabot will be entitled both to terminate this contract without complying with the termination period and to delete the client’s account. Clients may login to their account using their email address and password. Clients must treat this access information as confidential; it may not be passed on to third parties. If any of the client’s personal data changes, they must update the data in their client account. Clients must inform us immediately if they lose their access information or password, or suspect that these have been misused. Furthermore, we are entitled to block access to the client’s account if it is misused. Clients are liable for any misuse for reasons attributable to them.
4.2 Translation contract
Clients may use the Portal to request that Silabot provide a translation service.
To begin the order process, clients must click the ‘Create order’ button on the Portal landing page. On the order page, the client must state the information required to fulfil the order, digitally upload the document for translation and if necessary, Photo ID (this is necessary for clients whose names are written in Cyrillic script in the source text for translation), and place the order.
There is an additional window in which clients may supply information on the source and target languages, the category of document, the number of lines or pages, the type of certification and whether the document has been handwritten or produced on a computer. Clients can access this window by clicking on the ‘Edit document’ button.
An estimated overall price for the translation service is calculated on the basis of these data. However, this may differ from the final price. The way the price is calculated will always be stated (see Section 3.2). The price of individual items (such as the line price for the language pair and direction and for handwritten or typed text, the price of an Apostille and certification, the cost for postage and packing and printing, as well as the statutory VAT) will be stated transparently in the calculation. Clients can save the price calculation performed in the Portal by clicking on the ‘Save’ button.
Under ‘Sample Prices’ on the menu, clients can view sample price calculations for the translation of different categories of document.
A text field is available on the order page in which clients may enter additional requests (such as sending the translated document to the end recipient) as well as additional information which may be relevant to providing the translation service. Clients also need to select their desired delivery date for the translation on the order page, and choose one of the available payment options.
The binding client order for our translation services is placed when the client clicks on the ‘To order and pay’ button. First, they must confirm by checking a box that they agree to Silabot’s General Terms and waive their right to cancel, have read and understand the Notice on the Right to Cancel and the Data Protection Notice, and are aware that the stated price and final price may differ.
Once the translation order has been submitted, we will send the client an email confirming receipt. This email confirming receipt does not represent us taking on your translation order; the contract is not concluded when you receive this email confirming receipt.
The contract with us is only concluded when we send you an order confirmation by email, thus specifically accepting your order. The email confirmation will summarise details of what has been agreed, in particular the estimated cost, service provided and estimated timescale (delivery deadline). We will also ask the client to make an advance payment of the estimated order value and post us the original documents. If, when we check the uploaded documents, we establish that the client has greatly under- or overestimated the order value (perhaps because there are many more or fewer lines or pages in the original document than the client has stated), we will email the client a counter-offer containing our estimated order value. In this case, a contract will only be concluded for the translation service provision when the client accepts Silabot’s offer by email. We will send the client an electronic order confirmation by email once they have accepted.
We will only begin to fulfil the order when we have the originals of the documents for translation and the advance payment has been paid in to our account.
4.3 In order for us to process a translation order, the text submitted for translation must be readable using optical character recognition (OCR). The client must also provide Silabot with all additional information and data relevant for performing the translation (see Sections 5.4 and 5.5). If the client wishes to have translated documents forwarded to their end recipient, this fact and the recipient’s address must be stated in their request.
4.4 English, German, Ukrainian and Russian are the languages in which we can conclude contracts.
4.5 We store the contract text, and send the client the order details and our General Terms by email. We email our invoice to the client as a PDF file.
5 The client’s duty to cooperate
5.1 Your cooperation is required if we are to complete our orders as agreed. Clients must send the originals of the documents for translation by registered post. Only once we have received the original documents will we begin to fulfil the order.
5.2 Furthermore, clients must pay us the estimated overall price (according to the deposit invoice) in advance, and later pay the final price (according to the final invoice).
5.3 Accepting the service provided and the delivery is one of the client’s principal obligations. Once the translation is complete, we will initially send the client an unsigned preview of the translated document, alongside the final invoice, and ask them to pay that invoice. When the client has paid our final invoice (the money has reached our account), we will email or post the certified translation to the client for acceptance. If the client omits or refuses to accept the translation without justification, they will without prior warning be deemed to be defaulting on acceptance.
5.4 We complete our translations on the basis of the following standards, and where they cover the client’s areas of responsibility, compliance with these standards requires the client to cooperate:
- ISO 9:1995(en) – Transliteration of Cyrillic characters into Latin characters – Slavic and non-Slavic languages
- ISO 11669 Translation projects (05.2012)
- ISO 17100 Translation services – Requirements (05.2015), and the German DIN standard EN ISO 17100 Übersetzungsdienstleistungen – Anforderungen (05.2016)
- ISO 18587 Translation services – Post-editing of machine translation output (05.2017) and the German DIN standard ISO 18587 Übersetzungsdienstleistungen – Posteditieren maschinell erstellter Übersetzungen (02.2018)
We therefore request that clients make available all the relevant facts, information, data, documents, specialist publications, previous versions, background texts, glossaries, etc. to us free of charge, as soon as possible and in easily readable form (either digitally or in print). We ask in particular that clients tell or provide us with:
- The purpose of the translation and the target readers (especially if the document is to be published online or in print);
- An index or other target-language aid to understanding any technical or other specialist terminology or abbreviations;
- The converted amounts for any figures, measurements, currencies etc. which require conversion. We will not perform any conversions ourselves. If the client fails to supply us with converted ones, we will use the data, units and measurements contained in the original text.
If the original text contains a name in Cyrillic script which we need to transliterate, we ask that you upload a copy of the relevant Photo ID to the order page to illustrate how that name is to be transcribed into Latin script.
5.5 We ask you to alert us to all processes and circumstances which may be significant to the completion of your order.
5.6 You must guarantee that you hold all the rights in relation to the relevant texts which are needed to place the order, and that we are entitled to translate the relevant texts.
6 Third-party involvement
Any suitably trained colleague of ours is authorised to process the relevant order. We may make use of carefully selected third parties (external freelance translators). Any contact between the client and a third party commissioned by us requires our authorisation. Third parties commissioned to fulfil an order are obliged as processors under the GDPR to keep your personal data confidential.
7.1 Clients will receive the contractually agreed copy of the translated document in digital format by email. If they expressly request this, the document may (also) be sent to the client and/or end recipient (e.g., authorities) through the post. Copies of documents we have translated may also be ordered within 10 years at a flat rate of EUR 8.90 each (inc. VAT) plus postage and packaging.
7.2 We state delivery deadlines to the best of our knowledge and belief and acknowledge that these can only ever be predictions. These cannot be understood as binding assurances. If we are unable to keep to a delivery deadline, we are entitled to ask the client for an appropriate extension. In such cases, any more extensive rights, including the right to claim compensation, are excluded in the context of Section 13.
8 Acceptance, rejection
8.1 Once the translation service has been provided, we will initially send the client an unsigned preview of the translated document, plus the final invoice. Only when the client has paid our final invoice (the money has reached our account) will we email or post the certified translation to the client for acceptance.
8.2 Should the client not accept the translation and also not cite a single deficiency they can describe specifically, then once the period stated by Silabot in the covering email has elapsed the translation will be deemed to have been created and accepted in accordance with the contract. This will only apply where Silabot has expressly referred the client, when sending the translation, to the fact that the translation will be deemed to have been accepted if the above period has elapsed without the client notifying any deficiencies.
8.3 We will only accept a rejection of the order where a lack of compliance with the requirements is justified sufficiently and comprehensibly. We will not accept any rejection by the client if they themselves have caused the deficiency by supplying incorrect or incomplete information or an original text containing errors.
8.4 The translations we produce may only be used after they have been accepted; until that time, we will not accept any liability.
9 The client’s rights where deficiencies arise, Customer service
9.1 Our guarantee is based on the legal provisions in §§634 ff. of the German Civil Code (BGB). The restrictions on liability in §13 BGB apply. The statute of limitations for businesses to claim under the guarantee is 12 months from acceptance.
9.2 Our customer service is available for enquiries, complaints and claims by emailing: firstname.lastname@example.org. It operates from Monday to Friday, 09:00 to 13:00.
10.1 It is very important to us that we treat the information we receive in connection with the translation contract carefully and conscientiously. We will keep confidential all such information connected with working for our clients. We will only disclose this to third parties under the terms of our Data Protection Notice.
10.2 Where texts and data are transmitted electronically between the client and ourselves, we cannot guarantee absolute secrecy due to the possibility of external intervention. Where our processing of certain documents is subject to stricter obligations of confidentiality, the client must inform us of these obligations in writing when placing their order, and supply any programs, codes and passwords required.
11 Retention of title
Until all receivables arising from our contract have been paid in full, the goods and services provided will remain our property and we will retain all rights to their use or exploitation, unless we have explicitly agreed otherwise.
12 Payment and remuneration conditions, Default
12.1 The definitive remuneration is stated in the final invoice once the translation has been produced. Payment for the translation services will be made in two instalments.
12.2 The client must first pay the overall estimated gross value of the order, in advance, when they conclude the contract (as in the deposit invoice). We will request this from the client in an email. Silabot will check the document which the client has uploaded. If the number of standard lines or pages which the client has estimated for the document differ greatly from the actual number in the document, Silabot may adjust the deposit invoice amount accordingly (the overall estimated gross value of the order may increase or decrease). If Silabot estimates this overall gross value for the order to be higher than the client’s estimate, the client is entitled to withdraw from the order.
12.3 Since the final translation price is based on the translated (target) text, we are only able to inform the client of this once the translation has been produced. Once the translation has been produced, we will initially email the client a final invoice and the unsigned preview of the translated document for acceptance. The deposit invoice will be offset against the final invoice. The volume of the translated text will determine whether additional payment is required or some of the deposit is repaid. When the client has paid our final invoice (the money has reached our account), we will email or post the certified translation to the client, whichever they prefer. We will send the original documents by registered mail using Deutsche Post.
12.4 Our invoices are due for payment on the date stated in them. If no date is stated, payment is due immediately. Our prices should be taken as gross amounts, including any statutory VAT.
12.5 Clients may choose between the following payment options:
• Bank transfer
When you choose the payment type: bank transfer, we will send the client our bank details in the order confirmation. The invoice will be due in accordance with Section 12.4.
• SEPA direct debit process
If paying by direct debit, the client must bear any costs arising from a chargeback of the payment transaction due to a lack of funds on the account or due to the client transmitting incorrect bank details.
• Paying cash at Silabot’s head office
If a client chooses to pay this way, they must agree a binding date and time to hand over payment.
12.6 We are entitled to demand interest on arrears once 14 days have elapsed from the payment dates in Sections 12.2 (Deposit invoice) and 12.3 (Final invoice); for consumers (non-commercial clients) the rate of interest payable is five percentage points above the applicable base rate, and for commercial clients (companies) the rate is nine percentage points above the applicable base rate. However, this will not apply where the client has properly withdrawn from the order (see Section 12.2) or refused to accept it (see Sections 8.2 and 8.3).
12.7 We are entitled to refuse to issue any or all documents (including those documents which the client has transmitted to us so we can complete the order) until all our claims for payment have been met in full.
13.1 Notwithstanding the exceptions listed in Section 13.2, our liability for infringements of contractual obligations and for offences is limited to intent or gross negligence; we will be liable for all damages arising from the absence of a guaranteed characteristic.
13.2 We bear unlimited liability for slight negligence in cases of injury to life, limb or health or the infringement of an essential contractual obligation. If we have gone into arrears on our service provision due to slight negligence, if it has become impossible to provide the service, or if we have infringed an essential contractual obligation, then our liability for any resulting damage to property and financial losses is limited to that damage which could typically have been foreseen. An essential contractual obligation is one the fulfilment of which is necessary to properly perform the contract, the infringement of which puts the achievement of the purpose of the contract at risk, and compliance with which the client may ordinarily expect. These obligations include in particular our obligation to perform our contractual obligations: the translation order.
13.3 We hold indemnity insurance for damages we have caused, except for those cases listed in Section 13.4; this covers damages for each insurance claim up to a limit of EUR 100,000 (for financial losses) or EUR 5 million (for injury or damage to people and property). Before we accept an order, we will estimate our liability risk with all the means at our disposal. We ask our clients to inform us immediately if they identify that our liability risk exceeds the amount of our insurance. In this case, so that we do not endanger the existence of our company, we will subject the order to further examination and either adjust our insurance amount or reject the order.
13.4 We do not hold indemnity insurance cover where claims for damages we have caused are made before courts in a country where Common Law applies or where claim arise from the infringement of the law in a country where Common Law applies, or for damages in connection with an activity undertaken in a Common Law country (see Section 13.3 of the present General Terms). Within the meaning of the present General Terms, the definitive list of Common Law Countries is: the United States of America, Canada, Australia, the United Kingdom, Hong Kong, India, Ireland, Israel, Jamaica, Malaysia, New Zealand, Singapore and South America. In these cases, the provision in Section 13.3 of the present General Terms will not apply. The remaining provisions in Section 13 of the present General Terms will continue to apply.
13.5 We are liable for damages arising from a delay on our part in providing the services only to the extent that damages could be foreseen, up to a maximum limit of the insurance amount stated in Section 13.3 of the present General Terms. The last clause does not apply in the exceptional cases listed in Section 13.4 of the present General Terms.
13.6 We cannot accept any liability for delays in service provision and/or damages based on your failure to fulfil your duty to cooperate within the meaning of Section 5 of the present General Terms.
13.7 We cannot accept any liability for delays and/or damages based on force majeure or unavoidable events.
13.8 Nor can we accept any liability for damages based on events for which we are not responsible (for example server faults and outages, line and transmission faults).
13.9 The above limitations of liability also apply to Silabot’s legal representatives and assistants, where claims are made directly against them.
13.10 If the client is a company, then claims against us for damages will expire after one year has elapsed since the start of the statutory limitation period.
13.11 Where we are held liable due to infringement of your obligations arising from Section 5.6 of the present General Terms, you must indemnify us against all claims at our first request; this includes all the necessary costs for our legal defence.
14 Ending or terminating the contract
14.1 The client may terminate orders for price quotations and/or translation orders at any time prior to production of the translation.
14.2 Where the contract is terminated before the order is complete, we are entitled to charge the client for that proportion of the service provided prior to termination. The cost will be that proportion of the contractually agreed overall price which corresponds to the proportion of the contractually agreed overall services provided. We are further entitled to claim compensation for the other expenses and earnings lost at a rate of 10% of that part of the contract price corresponding to those services which Silabot had not yet provided at the time of termination. The client may submit evidence to the contrary, proving that Silabot actually provided fewer services and incurred fewer expenses.
15 Usage rights
By paying the invoice amount for the relevant service, the client acquires non-exclusive usage rights, which are not time-limited, to use and exploit the translated documents for purposes limited to those stated in the order confirmation.
16 Offsetting, the right to retention, and transfer
The client may only offset against counterclaims where these have been established as having legal force or are undisputed. The right to retention may only be claimed where it is based on the same contractual relationship. The client’s rights which arise from present contractual relationship may not be transferred without our prior written permission.
17 The consumer’s right to cancel
17.1 As a consumer, the client has a right to cancel. This applies in accordance with our Cancellation Policy.
18 Venue and jurisdiction
18.1 German law applies. This choice of jurisdiction will only apply to consumers where this does not remove any protection granted by imperative provisions in the law of the consumer’s country of habitual residence (the ‘most favourable jurisdiction’ principle).
18.2 We hereby explicitly state that the provisions of the UN Sales Convention do not apply.
18.3 Where the client is a merchant, a legal person under public law or a special fund under public law, then the venue for any disputes between the client and Silabot arising from their contractual relationships will be Silabot’s head office. However, we reserve the right to bring claims under your place of general jurisdiction.
19 Final provisions/dispute resolution
19.1 We hereby revoke all our earlier General Terms.
19.3 Any changes, additions or additional agreements in relation to the present General Terms and/or the contracts concluded separately must be made in writing and, where commitments are made to third parties, will also require our authorisation/permission.
19.4 Any changes to or removal of this requirement for the written form must also be made in writing.
19.5 The European Commission has made available a platform for extrajudicial online dispute resolution, which can be consulted at https://ec.europa.eu/odr. We are not obliged or prepared to take part in a dispute resolution process before a consumer arbitration board.