Valid from: 09/2017


§1 General


1. These General Terms and Conditions (“T&Cs”) apply to the collaboration between Transeo UG, Bartastr. 18, 12055 Berlin (“Transeo”, “we”, “us”) which offers its clients (“client”, “clients”), inter alia, particular services related to the creation, proofreading and translation of individually prepared texts and contents on its internet platform (the “platform”) https://app.transeo.io, and the author/translator who perform such services as a subcontractor for Transeo (“author”, “authors”, “translator”, “translators”, “you”, “your” ).

2. The author’s terms and conditions shall not become subject matter of this contract, even if Transeo does not specifically reject them.

3. Transeo only agrees to contracts with contractors set out in § 14 of the German Civil Code.

4. Changes to these terms and conditions shall be communicated to the authors/translators by Transeo in writing. These changes shall be considered accepted if Transeo does not receive a written objection from the author/translator within a month after the date of receipt. Should there be changes, Transeo shall especially inform authors/translators about their consequences in a notification of changes. The timely sending of the objection is sufficient to meet the deadline.

5. The current version of the terms and conditions can be viewed, printed out and/or stored as a PDF document locally on a suitable medium from http://transeo.io.


§2 Object of the Contract and Provision of Services


1. These terms and conditions govern, in accordance with a framework agreement, the collaboration between Transeo and the author/translator for the completion and performance of individual contracts which concern the provision of the following services:

o Copywriting: Creation of individual texts (so-called ‘copywriting’) on predefined themes, goals, terms (so-called ‘keywords’).

o Proofreading: Correction services (so-called ‘proofreading’) of existing content (including correction of vocabulary, grammar, spelling, punctuation, and syntax).

o Copy Editing: Specific editing services (so-called ‘copy editing’).

o Translation: Providing translations of content from one language (source language) to another language (target language).

o All of the services assigned by Transeo to the authors/translators (including the services mentioned in this Clause

2.1) and the corresponding performance results are referred to hereinafter as “Transeo services”.

2. The exact nature and content, as well as any deadlines and specific compensation for the particular Transeo services to be provided, are determined within the scope of individual contracts between Transeo and the author/translator (the “individual contracts”). The author/translator has no claim to the conclusion of individual contracts; neither with regard to certain Transeo services nor with regard to the number of possible individual contracts to be concluded.

3. The provisions of these terms and conditions constitute an integral part of the individual contracts. In case of potential contradictions between the provisions of these terms and conditions and the provisions of the individual contracts, the provisions of the individual contracts shall prevail.

4. The author/translator work for Transeo as a contractor or freelancer, he/she is not subject to the authority of Transeo and is bound neither spatially nor temporally in the exercise of his/her tasks. There is no employment relationship between Transeo and the author/translator.

5. The author/translator is obliged to personally perform the Transeo services and is not entitled, either in whole or in part, to transfer the provision of services to third parties.

6. Transeo will not or rather will not only use the services rendered by the author/translator for their own purposes. Transeo can, and generally will, pass these Transeo services on to customers or use them for potential third parties. There will be no contractual relationship between the author/translator working for Transeo and the customer with regard to the Transeo services.


§3 Application, Registration, Use of an Account


1. In order to work for Transeo as an author/translator, you must register on the platform as an author/translator and accept these terms and conditions. After successful registration, Transeo will set up and activate an account for you (the “Author’s Account”). There shall be no claims concerning the use of the platform. With the activation of the author’s account, a framework agreement between the author/translator and Transeo concerning the provision of particular Transeo services to be agreed upon shall enter into force. It is possible that, before working as an author/translator for Transeo and on its platform, you will be required to satisfy further conditions (e.g. provision of a sample of your writing (a work sample) which will serve as the initial assessment of your level of quality); the details will be explained on the platform.

2. The author/translator is obliged to provide the requested data and information in a complete and correct manner when registering on the platform. Contractors can only register as authors/translators on the platform in line with § 14 of the German Civil Code.

3. The author/translator is obliged to edit the data and information provided on his or her author’s account during registration in a timely manner in case of changes (e.g. due to relocation, change of email address).

4. The author’s account may only be used by the registered author.

5. The author/translator is obliged to keep his/her password for the author’s account safe and to ensure that his/her author/translator account is accessed securely. He/she shall ensure that no unauthorized third party has gained knowledge of the password. The author/translator is obliged to keep the password confidential and change it immediately if he/she suspects that unauthorized third parties have gained knowledge of the password. The author/translator is obliged to inform Transeo immediately if there is evidence that his/her author’s account was misused by third parties. If there is grounds to suspect a further misuse, the author/translator shall notify Transeo in writing to contact@transeo.io to block his/her author’s account (“blocking notification”). The author/translator shall be liable to Transeo for damages caused by a culpable breach of the aforementioned obligations. The author/translator is responsible for all activities that occur on his/her author/translator account, also for improper activities by third parties, unless he/she is not responsible for the abuse.


§4 Contract between the author/translator and Transeo concerning individual contracts


1. Single assignment requests are sent to the author’s account via the platform. The author/translator will be sent an assignment request email at the same time.

2. The author/translator is responsible for answering the individual assignment requests received in his/her author’s account as soon as possible, and no later than the deadline provided on the platform, using the appropriate response tool on the platform. In particular, the author/translator has to indicate whether he/she is, or is not, able to accept the individual assignment or whether he/she would accept the individual assignment under other conditions (e.g. a later deadline). The author/translator is free to reject individual assignment requests. The decision is entirely within the author’s discretion. If necessary, Transeo and the author/translator can adjust the exact nature and content of the Transeo service, including the deadlines and remuneration (“Service Conditions”). We would like to highlight that the repeated rejection of individual assignment requests might mean that Transeo will no longer, or only infrequently, send single assignment requests to the author.

3. An individual contract between Transeo and the author/translator for the provision of Transeo services shall only be created if the author/translator receives a notification from Transeo confirming Transeo’s acceptance of the individual contract with the service conditions to the author.


§5 Author/translator Obligations


1. The author/translator must assure and is responsible for ensuring that the texts that he/she creates do not:

o infringe on the rights of third parties (in particular brand and other trademark rights, copyrights); and

o do not promote violence and that they are not racist, defamatory or slanderous, illegal, or contrary to public morals.

o Should the author/translator not be able to meet or fulfill the aforementioned guidelines due to Transeo’s provisions
or behavior, the author/translator must immediately notify Transeo using the appropriate contact method found on the platform. In this case, Transeo will decide how to proceed and shall inform the author/translator accordingly.

2. The authors/translators undertake to Transeo that they will create unique text and content which at least meets the following criteria:

o the text must have been written independently by the author; and

o the text must not, either in whole or in part, be taken from other sources.

3. The author/translator is obliged to deliver an error-free text or error-free Transeo service, which shall, in particular, contain no errors in the field of grammar, spelling, punctuation and sentence structure.

4. If there is a risk of an infringement of rights or especially personal rights concerning the representations of people and events contained in the text or the Transeo service, the author/translator shall advise Transeo of this when the service is delivered.

5. It is the author’s responsibility, and he/she is obliged, to comply with the legal and especially the tax and social security regulations of his/her country of residence. For this, he/she commits to providing information and to file his/her social security and tax declarations to the competent authorities in his/her country of residence in a complete and timely manner. The author/translator shall indemnify Transeo for reasonable costs, expenses and any taxes, penalties, damages and other liabilities as a result of a claim made against Transeo for the breach of these provisions; unless the obligation or the claim made against Transeo comes about due to negligence or willful omission on the part of Transeo.


§6 Communication with Transeo and with Clients


1. The author/translator may not contact the client without the prior written consent of Transeo; unless direct contact with the client forms part of the agreed individual contract for service provision.

2. For the duration of this framework agreement, the author/translator may not to work for the client in his own name and for his/her own account, nor to be hired by the client, insofar as such activity would include services that are identical, or very similar, to Transeo services.

3. A breach of the provisions of Clause 6. constitutes sufficient grounds for termination as outlined in Clause 12.4 and
12.5.


§7 Delivery of Transeo Service by the Author


1. Unless otherwise agreed, the author/translator must deliver the Transeo service after completion by transmitting the appropriate document to Transeo using the platform. The time of delivery to Transeo shall be the time the Transeo service is delivered.

2. As far as services ready for acceptance are concerned, and Transeo does not declare acceptance within a reasonable time after delivery, the Transeo services concerned shall be deemed accepted without explicit approval. A reasonable time period in the context of the above provision shall normally be a period of at least three working days of Transeo becoming aware of the delivery of the Transeo service.


§8 Corrections/Defect Rights


1. Should the service delivered to Transeo contain errors, Transeo may require the author/translator to correct, revise or otherwise remedy the errors (hereinafter “error correction”). The author/translator will carry out the error correction as soon as possible, but, at the latest, within a period of two working days from the receipt of the request for error correction. Otherwise, GC has the right to withdraw from the individual contract. The statutory warranty rights also apply.

2. The statutory warranty rights also apply.


§9 Remuneration, Methods of Payment


1. Unless otherwise agreed, all components of the remuneration and the amount of remuneration arising in respect of Transeo services at the time each contract is signed shall be in accordance with the currently valid version of the Transeo price list. The agreed payment shall be credited to the author’s account after the completion and timely provision of services in accordance with the individual contract and after reporting to Transeo. If necessary, the author/translator may authorize Transeo to create the respective bills. The agreed payment shall be credited to the authors/translator’s bank account at the end of the month, only for the jobs accepted by the client.

2. The remuneration is owed to the author, plus any statutory sales taxes.

3. During the term of the contract, the author/translator may pay out the existing balance on the author’s account for free up to four (4) times a month. Upon termination of the contract, GC will pay out the entire remaining balance to the author.

4. Transeo reserves the right to only make payments to authors/translators with proof of a certificate of business registration and/or proof of recognition of their freelance status.


§10 Granting of Rights on the Author’s Services


1. The author/translator transfers all transferable rights and claims on the services performed, which the author/translator renders to Transeo as part of the contractual relationship (“services performed”) so that Transeo becomes the owner of all the services performed (and the corresponding rights and claims) without requiring a separate act of transference.

2. If, and to the extent that, services performed (and the corresponding rights and claims in and on the services performed) cannot be transferred (for example in the case of copyrighted work), the author/translator grants Transeo the exclusive and irrevocable right to use and utilize the services performed for all known types of use not limited by space, content or time. The granting of rights indicated above also applies to, as yet, unknown types of use; rights that cannot be transferred e.g. according to § 31a of the German Copyright Act shall remain unaffected.

3. In particular, but not limited to, the granting of rights mentioned in Clause 10.2 above, the following is included:

o the right of reproduction, publication, and dissemination of the services performed, or parts thereof, especially using digital media storage and playback media, regardless of the technical equipment and including all digital and interactive systems (e.g. Internet, websites, email, CD-ROM, CD-I, E-book and other forms of electronic publishing);

o the right to make publicly available, regardless of the medium, in particular the right to make the services provided accessible electronically, in whole or in part, transmit and/or make public, or in closed user groups, in a manner that they are accessible to these places and at the time of choosing, in particular for individual download, for playback on screens or other reading devices and/or to be downloaded, saved and/or printed by the user also wirelessly, via the Internet, online services and/or via any internal or external networks (especially WAN, LAN, W-LAN);

o the right to edit the services provided, reshape, and/or modify them in any other manner or to develop them further in particular, to shorten, continue, supplement and/or rearrange;

o the right to online delivery and the right to online playback and therefore the right so that the services provided can be made accessible either electronically, in whole or in part, by wire, pipelines or through wires, or wirelessly, especially on the Internet, the World Wide Web or through other online services, on cloud services and/or via any internal or external networks (especially WAN, LAN, W-LAN) or be made accessible to third parties wirelessly, to send or transfer, particularly for individual demand, by e-mail and/or as part of a push application, and/or to transmit the services provided in this way, to send and/or make available publicly;

o the right to reproduce and distribute (publishing rights) for all print out forms as well as physical electronic editions and displays, with no limit on the number and for all language versions (in particular the right to reproduce and distribute in any form), right of recitation, performance rights and broadcasting rights;

o the right to digitally record the services provided as part of a database, to record and save on storage media together with other software or alone, to save on any medium or storage media and to edit reproduce, distribute, lease or rent these data carriers;

o the right to sell, rent, lend, give away and/or offer for sale, rent, loan or to donate the services provided, in whole or in part, and/or in return for consideration or not, to make available for any kind of use and/or distribution.

4. Transeo is authorized to retransmit their aforementioned transferred or granted rights to third parties (in particular to customers) or to grant simple or exclusive use and exploitation rights to third parties (in particular to customers) in each case either fully or in part, permanently or temporarily, either for money or free of charge.

5. Transeo takes the moral rights of the authors/translators seriously and will give due consideration to these moral rights, as far as technically and economically reasonable. Transeo is not obliged to name the authors/translators in connection with the services provided.

6. The rights and claims granted or transferred according to Clause 10 shall be considered compensated with the remuneration agreed in the individual contracts; any of the author’s legally binding compensation claims (such as for unknown types of use) are reserved by the author.

7. The above transfer of rights/concessions shall also continue after termination of the contractual relationship between the author/translator and Transeo.


§11 Blocking/Deactivation of the author’s Account


1. We shall lock the author’s account on the request of the author, especially in case of a blocking notification.

2. We are furthermore authorized to block the author/translator account if:

o the contract may be terminated by Transeo for good reason;

o for an unauthorized, illegal, contract-breaching and/or if misuse of the author’s account takes place or is imminently threatened, for example, due to an interference or disruption in the functioning of the platform by the client or when the client gives access to its author’s account to an unauthorized third party.

3. Transeo is entitled to deactivate the author’s account when it is not used by the author/translator within a consecutive period of 365 days.


§12 Contract Duration and Termination


1. The framework agreement that comes into effect with the activation of the author/translator account is valid indefinitely.

2. Both parties are entitled to terminate the framework agreement, either in writing or by e-mail, at any time within a notice period of 30 days. Subject to the following provisions, the author’s account will be deactivated upon the effective date of termination.

3. The effectiveness and duration of individual contracts are not affected by proper termination of the framework agreement. In this instance, (i) these terms and conditions continue to apply to such individual contracts until their completion, and (ii) the author’s account is deactivated only after the completion of the individual contracts.

4. The right to immediate termination of the framework agreement for good cause remains unaffected. If terminating the framework agreement for good cause (i) all individual contracts will terminate automatically, and (ii) the author’s account will be immediately deactivated.

5. The right to immediate termination of the individual contracts for good cause remains unaffected.


§13 Permitted Use of the Platform


1. All elements of the platform, this means: data and material including images, graphics, illustrations, designs, icons, photographs, text and other images (hereinafter collectively known as, “Content”) are our property or are owned by us or by licensors and are protected by copyright, trademark law and/or other rights protecting intellectual property.

2. Any other use and/or reproduction of the content without our prior express consent violates the law and is prohibited under these terms and conditions.

3. The use of automated systems or software to extract data from the platform, especially for commercial purposes, is prohibited.


§14 Availability/System Failure


1. We strive to provide unrestricted access to the platform within the framework of what is technically practical and economically reasonable. However, we assume no liability for this. Use may be restricted temporarily when this is necessary due to capacity limits, the security or integrity of the server or to carry out technical measures which serve to maintain or improve the provision of services. In these cases, Transeo considers the legitimate interests of authors/translators by, for example, giving advance warning.

2. If an unforeseen system failure hinders the use of the platform, the completion of current contracts or other features of the platform, the authors/translators will be informed in an adequate and proportionate manner.


§15 Data Protection


We collect, process and use personal data to the extent necessary in accordance with our Privacy Policy.


§16 Liability


1. Transeo is liable to the author/translator in accordance with the legal requirements in the following cases regarding expenses and damages (hereinafter in Clause 16. “Damages”): in case of liability according to the Product Liability Act; in cases of intent or fraudulent misrepresentation; in cases of gross negligence; in cases of injury to life, limb or health; in cases of assumption of a guarantee by Transeo; and in all other cases mandated by statutory liability.

2. Transeo is also liable to authors/translators for culpable violation, the so-called cardinal obligation for compensation in accordance with statutory regulations. Cardinal obligations, in this sense, are all obligations which endanger the purpose of the contract, as well as all obligations which enable the fulfillment of the proper execution of the contract in the first place and upon adherence to which one may regularly rely on. However, provided that the breach of a cardinal obligation was only slightly negligent and did not result in injury to life, limb or health, the claims of authors/translators to compensation are limited to the typical amount of foreseeable damage.

3. Incidentally, any claims for damages by the authors/translators against Transeo – for whatever reason, especially due to a material defect, defect of title and/or violation of other obligations from contractual or pre-contractual obligation (e.g. following Section § 311 para. 2 of the German Civil Code) by Transeo, Transeo’s legal representatives, employees or agents, or arising from § 311 of the German Civil Code or tort – are excluded.

4. The extent to which Transeo’s liability is limited or excluded in the above provisions also applies to the personal liability of legal representatives, employees, and agents of Transeo.

5. The author/translator is responsible for the regular and appropriate backup of his data in the author/translator account according to the latest technology. If there is a loss of data attributable to Transeo, and if there is no case under Clause 16.1 or 16.2, Transeo shall only be liable for the cost of (i) the duplication of data taken from the author’s backup copy (ii) the restoration of data which would have been lost during a properly carried out data backup.

6. Any statutory liability privileges, for example as according to Sections 8-11 of the German Telemedia Act, remain unaffected.

7. A change in the burden of proof to the detriment of the author/translator is not connected to the above provisions.

8. The author’s limitation period for claims for damages is one year from the end of the year in which the claim arose and that in which the client obtains knowledge of the circumstances and the person responsible for which the claim is based, or would have obtained knowledge without gross negligence; unless Transeo caused the damage intentionally.


§17 Confidentiality


1. The author/translator agrees to keep all information, business and trade secrets (the “Confidential Information”), that he/she comes across in the context of his/her work for Transeo, confidential and not to disclose confidential information to third parties.

2. The aforementioned obligation of confidentiality does not apply if the confidential information

o was already known to the author/translator before the transfer,

o is publicly available or becomes publicly available through no fault of the author, and/or

o if the information must be disclosed following a legal regulation or a court or administrative order.

o The burden of proof to substantiate the existence of one of these conditions falls on the author.

3. The aforementioned duty of confidentiality continues to apply after termination of the contractual relationship with Transeo.


§18 Miscellaneous


1. The law of the Federal Republic of Germany is applicable to these terms and conditions except where (i) the rules of Private International Law, and (ii) of the United Nations Convention on Contracts for the International Sale of Goods apply.

2. The exclusive place of jurisdiction for any disputes arising out of, or in connection with, these terms and conditions is Berlin, Germany.

3. Should any of the provisions of the terms and conditions be, or become, invalid, the validity of the remaining provisions will not be affected. In this case, the parties undertake to agree on a valid substitute provision which comes closest to the invalid provision or the intended purpose of the invalid provision. The same applies in the event of a contractual gap.