General Terms and Conditions of Sale
Clause 1. Definitions:
Tradeuras Sarl: are a language service agency specialising in the translation, checking, proofreading and writing, as well as the certification and legalisation of documents, in Switzerland or internationally (hereinafter referred to as “Tradeuras“, “the Translator” or “the Service Provider“.
Instructing party: is a physical person or legal entity directly benefiting from translation work and other linguistic services provided by Tradeuras within the scope of a contract (hereinafter referred to as “the Instructing Party” or “the Client“).
Services: shall mean translation work and other linguistic services provided by Tradeuras.
Contract: a set made up of these general terms and conditions and special terms and conditions (which may take the form of the quotation accepted by the Client).
Special terms and conditions: specific provisions which might complement these general terms and conditions for specific jobs.
Clause 2. Scope
Our services are subject to these general terms and conditions, which shall take precedence over any terms and conditions of purchase on the part of the Client, except in the case of formal and express dispensation on our part. These general terms and conditions of sale and any updates thereto shall be available for reference purposes on the Translator’s website: www.tradeuras.ch.
Clause 3. Quotation
3.1. Any order shall be preceded by a quotation drawn up free of charge by the Translator on the basis of the documents to be translated and information received from the Instructing Party. The Client shall be under no obligation to send original documents to the Translator. Only those documents provided by the Client shall be binding and the Client shall solely bear the consequences for any negligence, inaccuracy or error in the documents sent (missing documents, duplicates, date confusion etc.).
3.2. Once returned and signed, bearing the handwritten words “Read and agreed” and the Instructing Party’s company stamp, the quotation shall be worth the same as a purchase order. Failing acceptance by the Client, the quotation shall become null and void thirty (30) days after its date of issue, including Sundays and public holidays.
3.3. The quotation shall specify notably:
- the number of source words to be translated;
- the translation target language;
- the terms of the translation service, based on the rate prevailing at Tradeuras on the date of issue of the quotation, taking into account, in particular, the number of words to be translated (calculated using Word: Tools, Statistics) and manual word count of any text embedded in graphics and tables;
- the deadline for delivery of the translation service;
- the format of the documents to be translated, in the case where the delivered document needs to have a specific layout; and
- any applicable price increases, in particular those attributable to any other request falling outside the regular translation services provided by the service provider (for instance creative extras, copywriting etc.).
In the case where no prior quotation was sent to the Instructing Party, whether by way of an agreement or e-mail, translation services shall be invoiced at the basic rate prevailing at Tradeuras at the time of the request (to date a minimum of CHF0.25 per source word and CHF170 per hour for the provision of additional services such as proofreading and checking of texts).
The Translator shall reserve the right to increase the service rates and/or not meet the deadline for delivery found on the Client’s original order, after informing the Instructing Party of this, and in particular in the following cases:
- Modification of the source text by the Client
- The absence of documents at the time the quotation was drawn up, particularly in the case where the quotation was drawn up based on simply providing an approximate number of words and extract of the contents
- The addition of documents or requests for particularly demanding services
In the absence of the Client’s express consent regarding these new delivery and/or invoicing terms and conditions, the Translator reserves the right to suspend the requested service or not carry it out, with any amount remaining to be paid to the Service Provider becoming immediately payable.
Clause 4: Order
The Translator shall only carry out a work order if it has been delivered in one of the following ways:
- Hand delivery
- Delivery by fax, e-mail and/or post
- Specific business contract
It is imperative that translation requests made over the telephone be confirmed in writing. Failing this, they will not be carried out.
By way of its purchase order, regularised according to Clause 3 above (signature, stamp and the handwritten words: “Read and agreed“) and accepted by the Translator, the Client firmly undertakes to give Tradeuras the work concerned and pay the price thereof, as well as all the costs and penalties likely to result from any suspension or cancellation of the order.
Clause 5. Delivery of work.
5.1. Principle: the translations will be delivered on the date requested by the Client and accepted by the Translator, the latter keeping open the possibility of delivering the work early. The work shall be delivered by e-mail on the date provided on the purchase order or, failing this, within a reasonable and normal period of time. The following shall be delivered in person or by regular post: hard copies, CDs or any other format/medium agreed to by the Translator and Instructing Party.
5.2. Modifications: any change regarding the volume of work originally anticipated and any alteration of the original text by the Client are likely to result in the extension of the delivery deadline. The Instructing Party may not, without the prior consent of the Translator, unilaterally shorten the deadlines for delivery of the work.
Clause 6. Obligations of the parties
6.1. Obligations of the Instructing Party
The Instructing Party undertakes to place at the disposal of the Translator, in the source language, the full collection of texts to be translated and all the specific terminology for this purpose. In the event of failure on the part of the Client to inform the Translator, the latter shall not be held responsible for any non-compliance or missed deadlines. The Client has a period of ten (10) working days from receipt of the translated and proofread documents to put forward in writing any objection regarding the quality of the translation. After this time, the service shall be deemed to have been properly carried out and no objection shall be entertained. Any complaint shall be accompanied by accurate corrections and justified comments.
The Instructing Party undertakes to provide documents that are of good quality, legible and intelligible. Failing this, the Translator shall carry out the work requested but shall be unable, however, to commit to producing work that is faultless, as a result of the shortcomings in the documentation sent. Any request for correcting or proofreading third-party work, shall be invoiced at the hourly rate prevailing at Tradeuras at the time of the request. The Translator can in no way be held responsible in the case of a complaint concerning subtleties of style. In any event, the responsibility of the Translator shall be limited to the amount of the corresponding invoice.
The Instructing Party may require of Tradeuras to ensure that the translation requested comply with the terminology preferences of the Instructing Party, on condition that the Instructing Party provide beforehand technical documents, a glossary and any other documentation where these terminology preferences are clearly indicated.
The Instructing Party shall supply documents, preferably by e-mail, in a format that is directly compatible with standard software applications (Word, Excel, PowerPoint etc.).
6.2. Translator Obligations
The Translator undertakes to translate the source text with due care and without any omissions or additions, and deliver the text within the agreed time. As regards the translations, any minor typos or mistakes, notably in the context of high-volume work, shall not call into question the quality of the service, which shall be deemed to have been accepted by the Instructing Party should no objection be raised within a period of ten (10) working days of delivery.
Should the Instructing Party not give any specific instructions as to the format in which the translation must be carried out (electronic or paper format, layout or font), the Translator shall refer back to the source text format.
Any request for correcting or proofreading third-party work shall be invoiced at the prevailing hourly rate provided upon request.
Clause 7. Price – Payment terms
7.1. Invoices shall be subject to the Swiss tax system. Unless specifically stipulated on the quotation, the Client shall pay, in principle, forty per cent (40%) of the total amount upon placing the order and the remainder, or sixty per cent (60%), at the latest thirty (30) days after delivery of the work. In the case of specific mandates, the whole amount shall be paid upon delivery of the translation.
7.2. By express agreement between the parties:
7.2.1 Effective payment: an amount shall be deemed to have been paid to Tradeuras when Tradeuras is informed by its bank that this amount has in fact been credited to the account into which it was intended to be deposited.
7.2.2. Currency: unless specially provided for in the special terms and conditions, all amounts owing to Tradeuras shall be payable in Swiss francs (CHF). In the case of payment made in another currency or from abroad, the exchange risk, bank charges and transfer costs shall be borne solely by the Client.
7.2.3. Default or delay in payment on the part of the Client:
a) Apart from the invoicing of reminder fees, any delay in payment shall automatically result in late payment interest being charged to the Client, calculated at the rate of one and a half times the prevailing legal rate and applied to the amount as at the date of issue of the invoice concerned.
b) Failure to make payment on time shall furthermore constitute the exceptio non adimpleti contractus defence, which Tradeuras shall be justified in using to:
– either suspend the fulfilment of its own obligations, as long as the Client has not effectively and fully paid all amounts (price, costs, late payment penalties, interest etc.) owing to Tradeuras;
– or declare the contract terminated to the exclusive prejudice of the defaulting Client, after formal notice to comply has been served and remained without effect (art. 107 of the Swiss Code of Obligations).
Clause 8. Confidentiality – Data protection
The Translator shall treat all documents it receives as being confidential and shall therefore refrain from distributing these documents to third parties. The Instructing Party acknowledges and accepts that any of the Translator’s external service providers shall read the said documents in order to carry out the work requested. The Translator’s external service providers shall be subject to the same duty of confidentiality as the Translator.
Unless otherwise expressly stated, the Translator has the right to believe that the Instructing Party accepts that the translation be processed and sent electronically, without encryption, by Internet. Consequently, risks to data protection, and the risks of data being altered and lost, shall be borne by the Instructing Party.
Clause 9. Responsibility
The Translator’s responsibility shall be limited to cases where there are major content-related errors. It shall not involve simple subtleties of style and implies that the errors must be declared within ten (10) working days of delivery of the translation, by specifying the errors noted and granting the Translator reasonable time in which to correct them. Should the errors be communicated within the given time, the rights relating to the guarantee against errors shall lapse one year after the initial delivery of the translation.
Should the translation still contain errors after having been revised, the Instructing Party may request another rewording within ten (10) working days of the new delivery or an appropriate reduction in fees. There are no other rights relating to the guarantee against errors.
In any event, should Tradeuras Sarl be held liable, the extent of the liability shall in no way exceed the amount paid for the work involved.
Clause 10. Intellectual Property – Copyrights
The Instructing Party must be the author of the original document or have obtained written permission from the owner of the document copyrights, where required by regulation. The Translator shall in no way be held liable if all or part of the documents it receives from the Client infringe intellectual property rights or any other third-party rights or the applicable regulation. Should this happen, the Instructing Party shall be solely liable for any damages and consequences arising from its own negligence.
Clause 12. Non-solicitation
The Instructing Party undertakes to not solicit, whether directly or indirectly, the Service Provider’s employees, partners or regular sub-contractors, for the purposes of carrying out translation work, for a period of two (2) years from the last delivery date of translations ordered from Tradeuras.
Clause 13. Disputes
13.1. Amicable settlement: in the likelihood of a dispute arising between the parties, the parties shall come together to find an amicable solution to the dispute within fifteen (15) days of the first party to take action notifying the other party of the gist of the problem encountered, if necessary, by registered mail with a request for acknowledgement of receipt. Should the parties fail to come to an agreement during this period, they shall settle the dispute according to the terms and conditions provided for in the following paragraph (13.2).
13.2. Settlement by litigation: by express agreement between the parties, any dispute arising from the interpretation, carrying out or consequences of a translation order, that could not be amicably resolved, may be submitted by the first party to take action to the appropriate jurisdiction for assessment. In this regard, the parties shall agree that the exclusive place of jurisdiction shall be that of the registered office of Tradeuras, and the applicable law shall be Swiss law, notwithstanding the multiplicity of defendants, introduction of third parties and/or procedures for urgent cases.
13.3. Notifications: for performance of this contract and its repercussions, the parties agree that any notification shall be deemed to have been validly carried out, if it was sent:
a) by e-mail, fax or simple regular post;
b) if necessary, by registered mail with a request for acknowledgement of receipt, to the following respective addresses mentioned hereinafter:
– Tradeuras Sarl, whose registered office is currently at: Voie du Chariot n°3 à CH-1003 Lausanne.
– The instructing Party whose address is on the purchase order.
In the event of a change in its details (address, telephone, fax or e-mail), the party concerned shall inform the other party as quickly as possible.
Clause 16. Acceptance
Any order placed by the Instructing Party implies the party’s full and unconditional acceptance of these terms and conditions of sale.