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General Terms and Conditions

Last updated: October 25, 2023 The general terms and conditions or contractual conditions can be replaced by offer conditions.

General Terms and Conditions for Customers

§ 1 - General

(1) For all existing and future legal transactions between NLP GmbH/UniTranslate or UniTranslate OÜ, Untere Wiltisgasse 5, CH-8700 Zurich or under the domain name UniTranslate (hereinafter referred to as "NLP") and the client the following terms and conditions apply exclusively. Within the framework of an ongoing business relationship, these also apply to all future orders, offers, deliveries and services, even if no express reference is made to them. The validity of other, conflicting contractual, business, purchasing and delivery conditions of the Client is expressly objected to, unless NLP expressly agrees to this in the individual case. Such an agreement must be in writing. Any conflicting prohibition of assignment is hereby expressly objected to.

§ 2 - Conclusion of contract

(1) NLP shall submit an offer to the Client for the preparation of a translation on the basis of the information and data provided by the Client.

(2) Upon acceptance of this offer the translation contract between the client and NLP shall be concluded on the terms and conditions stated in the offer.

(3) Insofar as the contract is concluded verbally, NLP shall be entitled to set down the terms of the contract in writing and demand a signed version of the contract.

(4) NLP GmbH reserves the right to reject customer orders. Reasons for rejection may include in particular: texts with illegal or indecent content as well as circumstances which make the execution of the order appear impossible. In the event of order rejection, NLP GmbH shall not be obliged to state reasons and the customer shall not be entitled to compensation in this case.

(5) The agreed delivery date shall not be valid if the client cannot be reached for questions by telephone, e-mail or post within the duration of the order. 


§ 3 - Scope of the services offered

(1) NLP shall produce the translation by the agreed deadlines. Unless otherwise agreed, NLP shall produce and deliver a revised translation. NLP undertakes to translate (or have translated) the text submitted by the client properly and professionally into the agreed language(s) and to ensure that the translation is produced without omissions, additions or other changes to the content. Depending on the meaning of the source text, translations shall be made literally or in spirit in accordance with average, generally applicable quality standards of the translation sector of the respective language area. The consideration of individual specialist terminology introduced by the Client shall require a corresponding agreement.


(2) NLP shall be entitled to make use of suitable and approved third parties for the preparation of the translation. The contractual partner of the client shall be NLP exclusively. In the case of rush orders which require the work to be divided among several translators, uniform terminology cannot be guaranteed. The creation or expansion of a terminology list or glossary shall require express agreement.


(3) NLP shall deliver the finished translation in the agreed format. Authentications, adaptations of foreign-language advertising texts, web and software localisation, text input, typesetting and printing work, formatting and conversion work, express deliveries, creation and expansion of a terminology list or glossary shall not form part of the contract unless otherwise agreed.


(4) Deadlines are only binding if they have been expressly agreed by both parties. In cases of force majeure or circumstances for which NLP is not responsible, the deadline may be reasonably extended. The client shall explain to NLP the importance of meeting a specific deadline for the respective work


(5) Texts shall only be returned to the client at the client's request and risk.


(6) If the client intends to publish the translated text or to use it for advertising purposes or to formulate it in a particular style, he shall provide clear information, glossaries, style and text specifications for the text to be published or the advertising text to be adapted when placing the order. If the client fails to provide information on the use of the translation when placing the order and if the text is subsequently published or used for advertising purposes, the client shall not be entitled to demand that the publication or advertising be repeated on account of a translation error or a defective adaptation. In this case NLP reserves all rights arising from the infringement of copyright provisions. The client shall submit a galley proof to NLP for approval prior to printing. If a document is printed without approval by NLP, the client shall bear full responsibility for this and shall also be fully liable for any consequential damage.


§ 4 - Duty of the client to cooperate

(1) The client shall provide NLP with the text to be translated in a simple form or in a form that can be processed with common word processing programs.

(2) When placing the order, the client shall provide NLP with all information, documents and materials required for the translation to be carried out in accordance with the contract. 


§ 5 - Services of the client and payment


(1) Payment shall be made to NLP GmbH in advance. If payment is not made on time, NLP GmbH may revoke the translations. Payments shall be made in Swiss francs, euros or US dollars within the framework of the payment modalities provided by NLP GmbH.

(2) NLP GmbH may make the signing of a contract dependent on the payment of a deposit or the declaration of a bank guarantee.

(3) The follow-up costs of bank transactions (fees for international transfers) shall be borne by the customer (these vary depending on the institution; we recommend that you enquire about this with your bank).


§ 6 - Delivery of the services


(1) The ordered service will be delivered to the customer in accordance with the information on the order form.


(2) Other forms of dispatch are only possible by express prior agreement. Any shipping costs shall be borne by the customer.


(3) NLP GmbH undertakes to deliver the services properly to the person specified in the order form. NLP GmbH shall not be liable for delays caused by failures of digital/electronic networks or by postal dispatch (communication networks or gateways of other operators).


§ 7 - Complaints

(1) The customer shall inspect the delivered service for defects within 14 days. Obvious defects are to be complained about immediately, hidden defects immediately after their discovery.

(2) If a certified translation has not been recognised, the client must prove this statement by a letter from the office or authority. Otherwise such a statement is worthless.


§ 8 - Corrections

(1) If and insofar as a service does not meet the contractually agreed requirements, the customer shall grant NLP GmbH a reasonable period of time for rectification. A rectification shall be excluded if the customer has caused the defects himself (e.g. through incomplete information or incorrect original texts).


(2) The customer may only make use of the remedies under the Swiss Code of Obligations arising from the service contract if the correction has not been made within the set period.


(3) The request for rectification from the client must be justified scientifically according to the language rules of the respective language. 


§ 9 - General limitation of liability incurred

(1) Claims for damages arising from the contract or from liability arising from the relationship of trust with NLP GmbH or its vicarious agents in the pre-contractual period shall be excluded in the event of slight or medium negligence.

(2) NLP GmbH. shall not assume any responsibility for the use of translations and any resulting damage. NLP GmbH also assumes no responsibility for the accuracy of the content of an original document. 

(3) NLP GmbH shall not assume any responsibility for the damage that may result after the acceptance of a certified translation.


§ 10 - Invoice


(1) As a rule, the invoice shall be sent in electronic form (by e-mail) or by post.

(2) The invoice must be paid immediately upon receipt. If payment is not received by us within this period, we will send a reminder with a payment deadline of 7 days maximum.


§ 11 - Offsetting and assignment

(1) The customer may only offset claims of NLP GmbH against undisputed and due claims.

(2) The assignment of rights arising from a contract with NLP GmbH shall only be effective with the consent of NLP GmbH.


§ 12 - Return of documents and data

(1) The data received from the client within the framework of the contract and the contractual services of NLP GmbH (as a rule finished translations and edited texts) shall be archived by NLP GmbH predominantly on secure servers in Switzerland.

This data shall be deleted if the client expressly requests this.


§ 13 - Termination

(1) In accordance with the provisions of the Swiss Code of Obligations, the client may terminate the contract prematurely.


(2) In this case the client shall be obliged to pay to NLP GmbH the costs arising from the performance of the contract up to the time of withdrawal from the contract. Irrespective of the time of termination of the contract, NLP GmbH shall in any case be entitled to at least 50% of the contractually agreed sum as compensation for its costs.


§ 14 - Prohibition of enticement

(1) The client undertakes not to poach any persons working for NLP GmbH (translators, editors, interpreters, etc.) or to employ them without the consent of NLP GmbH for the duration of the cooperation between the parties and for a period of two years after termination of the cooperation.


§ 15 - Binding nature of written documents

(1) Subsidiary agreements, promises and other agreements as well as amendments and supplements to the contract must be in writing in order to be effective.

(2) Computer and fax messages shall also be deemed to be written documents.


§ 16 - Place of performance

(1) The place of performance for all contractual services shall be the registered office of NLP GmbH in Küsnacht, Switzerland.


§ 17 - Applicable law and competent jurisdiction

(1) The contracts concluded by NLP GmbH shall be governed exclusively by Swiss law.

(2) In the event of disputes arising from the contractual relationship with NLP GmbH, any action shall be brought before the courts in Geneva.


§ 18 - Partial validity / partial invalidity

(1) Should any provision of the contract, including these General Terms and Conditions, be or become void or invalid in whole or in part, such validity or partial invalidity shall not affect the validity of the remaining provisions. Rather, in place of the invalid provision, a substitute provision shall apply which corresponds or at least comes close to the purpose pursued by the agreement and which the parties would have agreed to achieve the same economic purposes as if they had known of the invalidity of the provision.


§ Section 19 - Confidentiality, data protection and system risks 


(1) NLP GmbH shall endeavour to maintain the confidentiality of the transmitted texts.

However, NLP GmbH cannot guarantee one hundred percent confidentiality, as unauthorised access by third parties to the transmitted texts cannot be completely ruled out due to computer-assisted data communication.


(2) NLP GmbH shall also endeavour to check electronic data communication for viruses or sabotage programmes using state-of-the-art methods. However, one hundred per cent protection against viruses or acts of sabotage cannot be guaranteed even if all due care is taken.

NLP GmbH shall expressly inform the Client of the existence of a residual risk.


(3) These terms and conditions inform the client that NLP GmbH automatically processes personal data in machine-readable form and for the purposes arising from this contract.


(4) NLP GmbH shall store the names, addresses and possibly other information of its clients in electronic form which are necessary for efficient order processing and marketing purposes. This data is securely protected from access by third parties. Our employees never pass on customer information to third parties unless the customer has expressly agreed to this in specific cases. Should a customer wish to terminate the business relationship with NLP GmbH, all their data will be immediately and completely deleted.


(5) If NLP GmbH uses external service providers in order to provide the services offered, NLP GmbH may, in compliance with the provisions of the Federal Data Protection Act, pass on customer data to these third parties. Likewise, this shall be permitted if the identification, location and rectification of faults and errors in the facilities of NLP GmbH and the facilities used by third parties requires the transmission of data.


(6) NLP GmbH emphasises that its employees, agents and freelancers working within the framework of this contract are obliged to maintain strict confidentiality and to comply with the data protection provisions. In addition, NLP GmbH has taken necessary technical and organisational measures to ensure compliance with the provisions of the Federal Data Protection Act.


Zurich, December 2021

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