General Terms and Conditions
Please find the General Terms and Conditions of 24translate GmbH, registered in St. Gallen.
Last updated: November 2019
1. APPLICABILITY AND BINDING FORCE
24translate GmbH, registered in St. Gallen, (hereinafter referred to as “24translate”) operates a direct professional translation service available via the internet. Not all of the translation services (hereinafter referred to as the “services”) are performed by 24translate itself; some are provided by self-employed, approved specialist translators commissioned by 24translate. However, the contractual relationship is exclusively between the customer and 24translate.
24translate provides its services exclusively on the basis of these General Terms and Conditions. Any other general terms and conditions, in particular those of a customer, and any deviations from these General Terms and Conditions, are binding only if expressly accepted by 24translate in writing. Silence by 24translate with regard to the general terms and conditions of a customer on no account constitutes acceptance of or consent to the customer’s general terms and conditions.
These General Terms and Conditions do not only apply to the contractual relationship into which they have been incorporated but also to all future commercial relations with the same customer, unless 24translate makes reference to a different set of terms and conditions.
24translate is entitled to change or add to these General Terms and Conditions at any time. The General Terms and Conditions as amended apply in each case.
Services performed outside the scope of translation services do not fall within the scope of applicability of these General Terms and Conditions. This includes, in particular, Additional services such as DTP, printing, HTML files etc. Such services are agreed separately.
2. FORMATION OF CONTRACT
Based on the information provided by the customer, 24translate will generate an electronic offer which the customer may then accept or reject by way of the [...] button.
The offer electronically generated by 24translate is generally binding. However, 24translate is explicitly entitled to adjust the fee payable for the translation to the actual scope of the document (in accordance with the current fee schedule of 24translate) even after acceptance of the offer by the customer if it has not been possible to accurately calculate the actual scope of the text to be translated by automated means (for example, because the text to be translated contains text segments which are not recognised as text by the recognition software, or if a format is used which cannot in every case be calculated exactly online, such as a .pdf, .pptx or .xlsx format).
The contract between 24translate and the customer arises upon the declaration of acceptance by the customer. The subsequent email in which 24translate confirms the order is for information only.
3. DELIVERY TIMES
The contractually agreed delivery period starts upon conclusion of the contract. The delivery period stated in the offer always refers to working days. Where orders are placed outside of office hours (Monday to Friday, 8 am to 7 pm) or on a day which is a bank holiday in the canton of St. Gallen, the delivery period will start to run on the following working day. The contractually agreed delivery periods assume a capacity of 200 lines per working day. Orders which exceed 200 lines per working day are automatically treated as express orders.
24translate does not provide any guarantee that the translation will be available at the specified delivery time. Our statements regarding the delivery time are non-binding. Inability on the part of 24translate to meet the delivery time requested by the customer does not entitle the customer to withdraw from the contract or claim compensation for any damage.
4. SCOPE OF SERVICES
24translate starts to process the translation upon formation of the contract. This is without prejudice to Section 9 (2) of these General Terms and Conditions (prepayment).
24translate undertakes to render an appropriate and professional translation of the text provided by the customer in the requested language and to ensure that the translation is not curtailed, added to or otherwise changed in terms of content. Translations are performed in accordance with the purport of the original text in a literal and/or faithful manner according to the generally applicable average quality standards of the translation industry of the respective language region.
Any specialist customer-specific terminology will be observed only if an agreement has been made to this effect and if complete and adequate documentation, e.g. prior translations or word lists, is provided when the order is placed. Otherwise, technical terms will be translated in keeping with common practices and the quality standards specified in Section 4.2 above.
Only texts will be translated. If a text contains images, the images will not be translated.
24translate is entitled to reject orders. Orders may particularly be rejected due to illegal or immoral content, or if it would be unreasonable to expect 24translate to process the order for any other reason.
Processing of an order may particularly be deemed unreasonable if the level of difficulty and/or the scope of the original text renders the provision of a translation of adequate quality impossible within the time frame specified by the customer. 24translate will inform the customer of this circumstance as promptly as possible. In this case, the agreed fee will not be payable by the customer; claims for damages by the customer are excluded. 24translate will inform the customer of a rejection promptly following contract conclusion.
The translated text will be sent directly to the customer by email. If the customer has requested to have the translation provided as a download from the 24translate server instead of by email, the customer will be notified of the completion of the order by email and be informed of the storage address required to download the translation. The customer shall ensure that the translation is downloaded promptly after the notification of completion is released.
Any other form of sending the translation, e.g. by post, will be provided only subject to a separate, express agreement, e.g. in the case of certified documents.
24translate may make the sending or provision of the translated text by email or download conditional upon the production of a written power of attorney.
24translate is liable for data loss up to the point at which the email containing the translated text is sent to the customer. Where the translation is provided as a download instead of by email, 24translate is liable for data loss up to the point at which the customer starts the first download.
The customer is fully responsible for the process of transmission by download to its own hard drive/cache, and releases 24translate from any liability in this regard. Where other forms of sending the translation are used (e.g. post, email), the risk passes upon handover of the translation to the carrier.
6. Customer’s duty to inspect and register complaints / Warranty for defects
The customer shall inspect the translation for defects immediately, but at the latest within five days of receiving the email or of the first download (duty to inspect), and shall immediately notify 24translate of any defects in writing (duty to register complaints). In the event that the customer fails to comply with the duty to inspect and register complaints within the five-day period the service rendered by 24translate is deemed approved and the customer’s warranty rights lapse. In the event of any defects which become apparent at a later date within the limitation period (hidden defects), the customer shall notify 24translate in writing immediately upon their discovery.
24translate warrants that the translation will be free from defects. A translation is deemed defective if it does not comply with the scope of service agreed with the customer. In the event that the translation is defective and that the customer has registered the complaint within the correct time period, the customer is entitled to subsequent improvement of the translation by 24translate. The customer shall set 24translate a reasonable time period for such subsequent improvement.
In the event that the defect cannot be rectified within a reasonable time period or 24translate refuses to perform subsequent improvement, the customer shall only be entitled to a reduction in the price.
Any claim to subsequent improvement and/or reduction in price is excluded if the defect was caused by the customer, e.g. due to incorrect or incomplete information or defective original texts, or if the defect reduces the value or suitability of the translation only to an insignificant extent.
The limitation period for warranty claims is 12 months, starting on the day of receipt or first download of the translated text.
7. FURTHER WARRANTY RIGHTS / EXCLUSION OF WARRANTY
Furthermore, 24translate warrants that, in the event that a translation gains protection by copyright, the required rights – particularly the right to use and change the translation – are assigned to the customer, to the extent permitted by law.
In all other respects, all guarantees and liability on the part of 24translate are excluded. In particular, 24translate does not guarantee that the respective translation is compliant with any applicable regulations and suitable for the customers’ purposes.
24translate excludes all liability to the legally permissible extent. In particular, liability for slight and average negligence, liability for auxiliary personnel, liability for shortfalls and delays in performance, and liability for consequential harm caused by a defect are excluded.
9. FEES / PAYMENT TERMS
24translate generally invoices the customer for its services at the agreed fee and conditions, plus applicable statutory VAT, following delivery of the service. This is without prejudice to Section 2 (2). Invoices are usually sent by email.
However, 24translate is entitled to request prepayment of the agreed fee, or the agreed minimum order fees. Where 24translate does request prepayment, it is entitled to suspend the start of translation work until such prepayment has been received. In the event that 24translate has already completed the translation work, the delivery of the translated text to the customer may be suspended until the prepayment has been received.
The customer may only discharge its payment obligations by paying in Swiss francs or euro by one of the means of payment provided by 24translate.
The payable fees are due immediately upon invoicing without discount. In the event of delay of payment, 24translate is entitled to charge default interest of 5% p.a. If 24translate can prove damages incurred due to the default in excess of the default interest, it is entitled to claim compensation for such damages.
10. RIGHTS TO OFFSET AND RETAIN / NON-ASSIGNMENT CLAUSE
Any offsetting of claims of the customer against claims of 24translate is excluded unless the claims of the customer have been established by final decision of a court of law, or are undisputed by 24translate.
The customer may only exercise a right to retain on the basis of counterclaims which (i) result from the same contractual relationship as the claims against which the right to retain is being exercised, and (ii) which have been established by final decision of a court of law or are undisputed by 24translate.
The customer may assign its rights from this contract only with the consent of 24translate.
11. CANCELLATION BY THE CUSTOMER
The customer may withdraw from the contract at any time.
In the event that the customer withdraws from the contract, the customer shall compensate 24translate for the costs incurred up to the time of cancellation, but at least for 50% of the agreed fee.
Documents provided by the customer for the purpose of the translation shall be returned without need for request after completion or cancellation. The data received from the customer in the course of the order, and/or the file containing the translation itself, will be retained by 24translate for archiving. This data shall only be deleted upon express written request by the customer.
24translate undertakes to keep secret any business secrets of the customer of which 24translate gains knowledge due to the translation. “Business secrets” are only considered such if they constitute information which is expressly designated a business secret using a commonly used term (e.g. “secret” or “confidential”).
Business secrets are not subject to confidentiality if they (i) were publicly known at the time of disclosure or become publicly known thereafter without fault on the part of 24translate, (ii) were already lawfully known to 24translate at the time of disclosure without any confidentiality obligation applying, (iii) are lawfully made known to 24translate by third parties after the time of disclosure without any confidentiality obligation applying, provided the third party was for its part under no obligation to observe confidentiality with regard to the customer, or (iv) must be disclosed due to mandatory statutory, official or court regulations or orders.
24translate shall keep business secrets of the client secret and refrain from enabling any third parties to gain knowledge of the same. Any companies commissioned by 24translate to provide translation services, and the translators employed or commissioned by 24translate or these companies, do not constitute “third parties” in this context, provided they have themselves entered into a confidentiality commitment.
13. DATA PROTECTION
24translate takes data protection very seriously and complies with the relevant data protection regulations. Please refer to our Data Protection Declaration.
14. NON-ENTICEMENT CLAUSE
The customer undertakes to refrain from enticing away any translators/service providers who provide services for 24translate, and to refrain from employing any such translators/service providers without the consent of 24translate, for the duration of the order processing and for a period of one year after delivery of the order. The customer undertakes to pay a contractual penalty of CHF 20,000 for each case of culpable breach of the aforementioned obligation.
15. MISCELLANEOUS PROVISIONS
The place of performance for all services performed under this contract is the registered seat of 24translate in St. Gallen, Switzerland.
Where the parties have agreed written form, email is deemed sufficient to meet this requirement.
The contractual relationship between 24translate and the customer is governed exclusively by Swiss law, to the exclusion of the provisions on conflicts of laws and international agreements.
Any and all disputes arising from or in connection with the contractual relationship between 24translate and the customer, in particular any disputes regarding the validity of these General Terms and Conditions and the validity of the clause regarding the legal venue shall be adjudicated upon exclusively by the competent courts in St. Gallen (registered seat of 24translate).
Should individual provisions of these General Terms and Conditions be invalid or void, the validity of the remaining provisions shall be unaffected. The invalid or void provision shall be replaced mutatis mutandis by the relevant statutory provision of Swiss law. The same applies to any gaps in the provisions.