Terms and Conditions for Translators and Agencies

§ 1 - General

(1) All existing and future legal transactions between the NLP GmbH or under the domain name UniTranslate, Huttensteig 10, CH-8006 Zurich (referred to as NLP) and translators or the agency (referred to in the following consistently as the translator, unless the agency is explicitly named), are entirely subject to the following terms and conditions. As part of an ongoing business relationship these terms and conditions shall apply to all subsequent orders, quotes, deliveries and services even without further explicit reference to them.

§ 2 - Eligibility and Qualifications

(1) The translator affirms that he has the qualifications referred to in the contract and that any personal information given is correct.

(2) NLP has the right to demand the submission of appropriate documents from the translator to confirm this information and to store this data until his contractual obligations have been met.

§ 3 - Scope of Services

(1) NLP will issue the translator with an offer for the translation of a specific text or a number of texts. Once the translator has accepted this offer, a translation contract is established between the parties under the terms referred to in the offer.

(2) The translator shall fulfill his obligations himself. This also applies to groups of translators (agencies). He is not authorized to call upon employees or third parties to perform this service without prior permission from NLP. Should agencies be commissioned, the agency is obligated to carefully select and monitor the translator. The agency is obligated to furnish NLP on request with the name of the specific translator selected, or to entrust a particular / another translator with the translation.

(3) The translation should be carried out according to proper professional principles. The translator shall only submit carefully translated texts. He is not authorized to submit partial translations. NLP shall receive the translation in the form and time frame specified in the contract.

(4) The translator will be notified in good time as to how the translation should be carried out (intended purpose, data media to be used, number of copies etc.) as well as the information and materials needed to complete the translation. He shall translate the source text in the specified language properly and professionally and provide a translation without abridgements, additions or other changes in content. Translations shall be created in accordance with the standards of quality customary in the translation business, conveying the meaning of the source text by providing either a literal or free translation depending on the source.

(5) Should questions or uncertainties arise, the translator shall contact NLP immediately. The translator is prohibited from contacting NLP's client directly.

(6) For quality assurance purposes NLP is authorized to check samples of the texts that the translator has submitted, but it is not obliged to check translated texts.

§ 4 - Granting of Rights

(1) By transmitting his translation, the translator declares that he is the sole author and that no third parties have any further claims to the translation than those that existed when he received the source text. Agencies shall ensure that no third-party claims to the translation exist.

(2) By transmitting his translation, the translator grants NLP exclusive rights to use his translation without restriction in terms of time, space and locality. This includes in particular the right to edit, amend, duplicate, publish or otherwise use the translation as well as all rights that the client needs to use the translation for its intended purpose.

(3) NLP is authorized to grant or transfer rights of use to third parties, particularly to its clients, and allow them to use the translation as they see fit.

(4) The translator waives his right to be named or recognized as the author of the translation.

§ 5 - Fee

(1) The translator will receive the agreed fee as laid down in the contract. This will be based on the word, line or page count, language combination, difficulty, special field of the translation or be defined as a flat rate. The fee referred to in the contract is net, plus VAT at the current rate as applicable. The fee will be settled in Swiss francs, unless a different currency has been agreed. The following definitions apply:

(2) Lines: 55 characters

(3) Pages: 30 lines

(4) The translator shall submit a proper invoice to NLP by the end of a month at the latest for services rendered and either include the applicable VAT in the invoice, or provide a reason for its exclusion. Invoices are payable on the 15th and 30th of each month, however not before receipt of the invoice.

(5) The translator is responsible for paying tax on the income from translations according to the legal provisions applicable to him.

(6) Any costs and expenditure are included in the fee. Claims for the reimbursement of costs incurred in carrying out the translation service specified in the contract will only be accepted if they are verifiable and NLP has previously agreed to them.

(7) The translator is not entitled to any advance payment. Nor is the translator authorized to invoice for partial translations.

§ 6 - Confidentiality

(1) The translator shall treat any information that he has acquired concerning NLP and / or its clients, as well as any documents and materials he has received in the course of the contract as confidential. He may not use or exploit them, nor use, exploit or pass them on to third parties. Furthermore, the translator shall delete this data immediately after fulfilling the contract. Should the translator be required to revise or amend the translation subsequently, after he has deleted this material, NLP will provide him with the necessary data.

§ 7 - Warranty Rights, Default

(1) NLP holds warranty rights against the translator.

(2) Should the translator fail to rectify the claimed defects within an appropriate period, NLP is entitled either to have the defects rectified by a third party at the translator's expense, require a reduction in the translator's fee, or withdraw from the contract.

(3) If a translation is not delivered or it is rejected, the translator shall be in default. The translator shall compensate NLP for any damages incurred as a result. NLP is entitled to set the translator an appropriate period of grace to revise the translation. NLP may also withdraw from the contract and claim compensation for damages should this period of grace not be met.

(4) Should circumstances arise that may prejudice a prompt delivery, the translator must contact NLP immediately.

§ 8 - Liability

(1) NLP shall only be liable for damages incurred due to deliberate breach of duty or gross negligence on the part of NLP, its legal representatives or vicarious agents. This also applies to pre-contractual breach of duty and breach of duty in regard to a sub-contract, as well as damages incurred due to defects and consequential damages. This provision does not affect NLP's liability as outlined in the Product Liability Act, nor its liability for damages arising from injury to life, limb and health.

§ 9 - Release

(1) The translator will release NLP from all third-party claims that may be made against NLP as a result of his translation. In particular, this includes any claims due to the content of the translation service and / or other third-party intellectual property rights. This provision also releases NLP from bearing any costs incurred from legal action and legal defense as a result of such claims.

§ 10 - Final Commissions

(1) The law of the Federal State of Switzerland shall apply to the exclusion of the UN Convention on the Sale of Goods.

(2) The Place of Performance and Place of Jurisdiction for all disputes arising from the contract is Zurich.

(3) Should individual provisions of the contract in question between the parties be ineffective or impossible to implement or become ineffective or impossible to implement after the contract has been concluded, this shall not otherwise affect the validity of the contract in question.