General Terms and Conditions of Business
- General
Translingua Ltd provides a variety of professional language services, in particular the preparation of texts and technical translations in several languages as well as copy editing, proofreading and project management tasks (“order”). These General Terms and Conditions of Business (“GTC”) govern the contractual relationship between the customer (“Customer”) and Translingua Ltd (“Translingua”). - Scope of application
These GTC form an integral part of every order issued by Customer and accepted by Translingua and are deemed to have been accepted by Customer when the final order is issued. Deviating terms and conditions of business of Customer are expressly excluded, unless accepted in writing in a specific case. Translingua reserves the right to amend or supplement these GTC at any time. - Quotation and issuing of order
After receiving an enquiry concerning an order, Translingua checks the files to be processed and sorts out specific concerns of Customer regarding the required work result. Translingua then sends Customer a quotation. Unless agreed otherwise, the quotation is submitted to Customer orally, by email or by regular mail. The quotation is valid for 30 days from the date of issue. The contractual agreement is established upon Customer’s acceptance of the quotation, either verbally, by email or in writing. Translingua is authorised to adjust the quotation in agreement with Customer or to invoice the actual time and effort involved in the event of any unforeseen additional outlay (see sections 4 and 5). - Scope and quality of services
Translingua undertakes to execute the order in accordance with the applicable professional standards, Customer’s instructions and the conditions contained in the quotation. Translingua reserves the right to refuse orders that cannot be executed because of constraints on the time or resources available or for other reasons. If the order contains elements that cannot be edited electronically, Translingua undertakes to inform Customer without delay and to propose alternative types of processing. Translingua reserves the right to refuse the processing of elements that cannot be edited. - Changes to scope of services
Customer is entitled to request changes to the agreed scope of the service after the order has been issued (e.g. amendments or additions to the texts to be processed). Customer shall be invoiced for the additional time and effort incurred by Translingua. Customer also takes note that the agreed delivery period shall be extended by the time needed for the additional processing (see section 7). - Type of delivery
Unless agreed otherwise, Translingua delivers the work result using the same media selected by Customer for sending the document to be processed to Translingua. The work result can also be made available to Customer via portals defined or operated by Translingua. - Delivery periods
Translingua undertakes to secure the resources required for the professional execution of the order and to comply with the agreed delivery period. The delivery period may be extended if Customer changes the scope of the service (see section 5). Customer shall be informed immediately of any other delays. Translingua does not accept any liability for delays caused by unforeseen events and by events beyond the control of Translingua as well as for events of force majeure. - Terms of payment
Customer shall be invoiced for the fee agreed in the quotation plus the applicable value added tax. Unless agreed otherwise, the invoice shall be sent to Customer by email or by regular mail. Invoices must be paid within 30 days from the invoice date. After a written reminder has been sent, Translingua shall be entitled to charge interest on arrears on late payments by Customer. - Post-processing and complaints
Customer undertakes to check the work result for any errors and shortcomings immediately upon receipt. Customer must inform Translingua in writing and providing full details of any complaints within ten days from receipt of the work result. If the work result deviates from the conditions agreed when the order was issued, Customer can ask Translingua to correct the work result within a reasonable period of time at Translingua’s expense. Translingua expressly rejects requests for post-processing that are based on subjective preferences regarding phraseology and writing style. Translingua reserves the right to invoice Customer for the costs incurred to investigate unjustified complaints. Translingua does not accept any liability for work results that are post-processed by Customer or a third party. - Liability
Translingua rejects any and all warranties and liability for the quality, correctness and consistency of the work result if the work result is post-processed, changed or supplemented without the consent of Translingua. Translingua is only liable for gross negligence and damage caused wilfully up to the amount of the fee already paid for this order by Customer. Any and all liability for indirect damage (e.g. lost profits, third-party claims) is excluded. - Electronic transmission and storage of data
Translingua cannot accept any liability for email correspondence. This applies without limitation and in particular includes the transmission of customer data, translations and information of any kind. All instructions, orders and messages sent to Translingua electronically from Customer’s email address shall be deemed to have been written, authorised and bindingly issued by Customer. Customer indemnifies Translingua from any and all liability for the execution of improper, forged or illegally issued email instructions and email orders. Customer also understands that emails can be read and sometimes even manipulated by third parties. Customer indemnifies Translingua from any and all liability for transmission errors, loss, delay, misunderstanding, manipulation by third parties, network and provider malfunctions of any kind as well as the illegal use of data and information exchanged by email. Although Translingua endeavours to keep its IT systems and solutions up to date, hacker attacks and other illegal attempts to access data and information or damage such data and information cannot be entirely excluded. Customer indemnifies Translingua from any and all liability for damage caused by hacker attacks, any other unauthorised access to data and information, or malfunctioning IT systems. - Cancellation
Customer can cancel an order at any time before it is finalised. In this case, Customer has to pay the costs incurred until the time when the order was cancelled. - Intellectual property rights
The intellectual property rights to the work results are owned by Translingua until the invoice is paid in full. Language technology output created during the execution of an order, such as translation memories, terminology databases, etc., remain the intellectual property of Translingua. This output shall be invoiced separately if Customer requests these results. - Confidentiality
Translingua treats all documents and information provided by Customer in confidence. - Final provisions
If there should be any inconsistencies or loopholes in these GTC, the parties shall find an alternative provision that seems to serve the interests of both parties in view of the purpose, letter and spirit of these GTC and in application of the principles of good faith. If a provision should be or become invalid, the validity of the remaining provisions shall not be affected. Swiss law shall apply to any disputes regarding these GTC, without regard to the choice of law provisions of private international law. The place of jurisdiction is Zurich.
Zurich, January 2018
Translingua Ltd
Geibelstrasse 35
8037 Zurich