General Terms and Conditions for Customers

 

§ 1 - General Provisions

(1) The following conditions apply exclusively to 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. Within an ongoing business relationship, these also apply to all future orders, offers, deliveries, and services, even if not explicitly referenced. The validity of other, conflicting contractual, business, purchasing, and delivery conditions of the client is expressly rejected unless NLP expressly agrees to them on a case-by-case basis. Such an agreement requires written form. Any conflicting prohibition of assignment is hereby expressly rejected.

§ 2 - Conclusion of Contract

(1) NLP submits an offer to the client for the preparation of a translation based on the information and data provided by the client.

(2) Upon acceptance of this offer, the translation contract between the client and NLP is concluded under the conditions stated in the offer.

(3) If the contract is concluded verbally, NLP is entitled to record the contract terms in writing and to request 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 immoral content, as well as circumstances that make the execution of the order appear impossible. In the event of order rejection, NLP GmbH is not obligated to state reasons, and the client has no claim for damages in this case.

(5) The agreed delivery date is not valid if the client is not reachable by phone, email, or mail for questions within the order period.

§ 3 - Scope of Services Offered

(1) NLP will complete the translation by the agreed deadlines. Unless otherwise agreed, NLP will produce and deliver a revised translation. NLP undertakes to translate (or have translated) the text submitted by the client accurately and professionally into the agreed language(s) and to ensure that the translation is produced without omissions, additions, or other changes in content. Translations are made literally or figuratively, depending on the meaning of the source text, according to average, generally accepted quality standards of the translation sector in the respective language area. Consideration of individual technical terminology introduced by the client requires a corresponding agreement.

(2) NLP is entitled to use suitable and authorized third parties for the preparation of the translation. NLP is exclusively the contractual partner of the client. For urgent orders requiring the division of work among several translators, consistent terminology cannot be guaranteed. The creation or expansion of a terminology list or glossary requires express agreement.

(3) NLP delivers the finished translation in the agreed format. Certifications, adaptations of foreign-language advertising texts, web and software localization, text entry, typesetting and printing, formatting and conversion work, urgent deliveries, creation and expansion of a terminology list or glossary are not part of the contract unless otherwise agreed.

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

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

(6) If the client intends to publish the translated text or use it for advertising purposes or to formulate it in a specific style, they must 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 they fail to provide information on the use of the translation when placing the order, and the text is later published or used for advertising purposes, they cannot demand that the publication or advertisement be repeated due to a translation error or faulty adaptation. In this case, NLP reserves all rights arising from the infringement of copyright provisions. The client must submit a proofreading copy to NLP for approval before printing. If a document is printed without NLP's approval, the client bears full responsibility for it and is fully liable for any consequential damages.

§ 4 - Client's Duty to Cooperate

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

(2) The client must provide NLP with all information, documents, and materials necessary for the contractual execution of the translation when placing the order.

§ 5 - Client Services and Payment

(1) Payment must be made to NLP GmbH in advance, unless another condition is expressly agreed upon. If payment is not made on time, NLP GmbH may revoke the translations. Payments are made in Swiss Francs, Euros, or US Dollars within the payment modalities provided by NLP GmbH.

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

(3) The consequential costs of banking transactions (fees for international transfers) are borne by the client (these vary depending on the institution; we recommend that you check with your bank in this regard).

§ 6 - Delivery of Services

(1) The ordered service will be delivered to the client according to the information in the order form or offer.

(2) Other forms of shipment are only possible by express prior agreement. Any shipping costs outside of Switzerland are borne by the client, unless otherwise agreed.

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

§ 7 - Complaints

(1) The client must inspect the delivered service for defects within 14 days. Obvious defects must be reported immediately; hidden defects must be reported immediately upon their discovery.

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

§ 8 - Corrections

(1) If and to the extent that a service does not meet the contractually agreed requirements, the client must grant NLP GmbH a reasonable period for rectification. Rectification is excluded if the client has caused the defects themselves (e.g., through incomplete information or erroneous original texts).

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

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

§ 9 - General Limitation of Liability

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

(2) NLP GmbH assumes no responsibility for the use of translations and resulting damages. NLP GmbH also assumes no responsibility for the accuracy of the content of an original document.

(3) NLP GmbH assumes no responsibility for damages that may result after the recognition of a certified translation.

§ 10 - Invoice

(1) As a rule, the invoice will be sent in electronic form (by email) or by post.

(2) The invoice is to be paid immediately or within the agreed period. If payment is not received within this period, we will send a reminder with a payment period of a maximum of 7 days.

§ 11 - Offsetting and Assignment

(1) The client may only offset claims against NLP GmbH with undisputed and due claims.

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

§ 12 - Return of Documents and Data

(1) The data received from the client in the context of the contract and the contractual services of NLP GmbH (usually finished translations and edited texts) are primarily archived by NLP GmbH on secure servers in Switzerland. These data will be deleted if the client expressly requests it.

§ 13 - Termination

(1) According to the provisions of the Swiss Code of Obligations, the client can terminate the contract prematurely.

(2) In this case, the client is obliged to pay NLP GmbH the costs resulting from the fulfillment of the contract up to the time of withdrawal from the order. Regardless of the time of termination of the contract, NLP GmbH is in any case entitled to at least 50% of the contractually agreed sum as compensation for its costs.

§ 14 - Prohibition of Poaching

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

§ 15 - Binding Nature of Written Documents

(1) Ancillary agreements, promises, and other agreements, as well as changes and additions to the contract, require written form to be effective.

(2) Computer and fax messages are also considered written documents.

§ 16 - Place of Performance

(1) The place of performance for all contractual services is the registered office of NLP GmbH in Küsnacht, Switzerland, or the registered office of the freelance employees, if a freelance employee has been used.

§ 17 - Applicable Law and Jurisdiction

(1) Contracts concluded by NLP GmbH are exclusively subject to Swiss law.

(2) In disputes arising from the contractual relationship with NLP GmbH, any lawsuit must be filed with the courts in Geneva.

§ 18 - Partial Validity / Partial Nullity

(1) Should a provision of the contract, including these General Terms and Conditions, be or become wholly or partially void or ineffective, this validity or partial nullity does not affect the validity of the remaining provisions. Rather, an alternative provision that corresponds to or at least comes close to the purpose pursued by the agreement and that the parties would have agreed upon to achieve the same economic purposes if they had known of the invalidity of the provision shall apply instead of the ineffective provision.

§ 19 - Confidentiality, Data Protection, and System Risks

(1) NLP GmbH strives to maintain the confidentiality of transmitted texts. However, NLP GmbH cannot guarantee 100% confidentiality, as unauthorized access by third parties to transmitted texts cannot be completely excluded due to computer-based data communication.

(2) NLP GmbH also strives to check electronic data communication for viruses or sabotage programs using the latest methods. However, 100% protection against viruses or acts of sabotage cannot be guaranteed even with all due care. NLP GmbH expressly informs the client about the existence of a residual risk.

(3) These 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 stores the names, addresses, and possibly other information of its customers 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 client has expressly agreed in special cases. Should a client wish to end the business relationship with NLP GmbH, all their data will be deleted immediately and completely.

(5) If NLP GmbH uses external service providers to provide the offered services, NLP GmbH may, in compliance with the provisions of the Federal Data Protection Act, pass on customer data to these third parties. This is also permitted if the identification, localization, and rectification of malfunctions and errors in NLP GmbH's systems and the systems used by third parties require the transmission of data.

(6) NLP GmbH emphasizes that its employees, agents, and freelancers who work under this contract are obligated to strict confidentiality and compliance with data protection regulations. In addition, NLP GmbH has taken necessary technical and organizational measures to ensure compliance with the provisions of the Federal Data Protection Act.