24translate General Terms and Conditions
Please find the General Terms and Conditions of 24translate below.
Last updated June 2010
1. Applicability of these General Terms and Conditions
24translate provides direct technical translation services (human translations) available via the Internet. Not all of the translation work is performed by 24translate itself; some is undertaken by self-employed, approved specialist translators commissioned by 24translate. In any case, the contractual relationship is exclusively with 24translate, not directly with the respective translator.
24translate provides its services exclusively on the basis of these General Terms and Conditions; placement of an order with 24translate is deemed acceptance of the General Terms and Conditions. Any other terms and conditions of the customer are herewith expressly excluded.
24translate is entitled to change or add to these General Terms and Conditions at any time.
Ancillary agreements, guarantees and other agreements, and amendments and additions to the contract require written form to gain validity.
2. Formation of contract
24translate generates an offer on the basis of the information provided by the customer. The offer is provided in PDF format both immediately for download and by email.
The calculation of the scope of the document to be translated, and accordingly the calculation of the applicable fee, is performed electronically. 24translate is expressly 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) after contract conclusion if, for technical reasons, it is not 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 all cases be calculated exactly online, such as PDF or XLS).
The customer accepts the offer by returning the signed offer to 24translate by fax. The contract is concluded upon the receipt of the signed confirmation by fax by 24translate.
In the case of orders for express delivery, 24translate is entitled to commence processing the order without fax confirmation if it considers this expedient due to the urgency of the order. Accordingly, contract conclusion in the case of express orders takes place if the offer is not rejected promptly by fax after receipt.
24translate starts processing the order upon conclusion of the contract. The contractually agreed delivery period generally starts upon conclusion of the contract. However, the delivery period always refers to working days. 24translate is entitled to extend delivery periods for orders placed outside office hours (Monday to Friday 8 am to 7 pm).
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.
3. Scope of services / Usage rights
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 mentioned in Section 3.1 above.
Only texts will be translated. If a text contains images, it may be rejected. Texts which contain criminal contents or texts which breach morality may likewise be rejected. Texts may also be rejected if special circumstances apply which would appear to render a processing of the text unreasonable. This may particularly be the case 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. No fees are due if a text is rejected.
In the event that the respective translator obtains a copyright in the translation by translating a particular text, 24translate guarantees that the customer shall – to the extent permitted by law – obtain usage and exploitation rights which are unrestricted in terms of contents and time. This includes the right to change and pass on the document to third parties.
4. Acceptance / Complaint clause
Following completion of the translation, the translated text is sent to the customer directly by email. If the customer has requested to receive the translation by download from the 24translate server instead of by email, the customer will be notified of the completion of the order by email or fax and be informed of the storage address required to download the translation to the customer’s own hard drive/cache. The customer shall ensure that the translation is downloaded promptly after the notification of completion is released.
Other forms of delivery, e.g. by post or fax, will only be undertaken on the basis of an express special agreement (in accordance with Section 1.4), e.g. in the case of certified documents.
24translate may make the provision of a translated text for collection dependent upon the provision of a written authorisation, pre-payment, or a surety bond by a bank.
The customer shall inspect the translation for any errors immediately upon receipt. Obvious errors in the translation shall be notified immediately after download or receipt on the customer’s premises (in the case of other forms of delivery); hidden errors shall be notified immediately upon detection. Error notifications must be in writing, stating the exact nature of the error. If no written error notification is received within five days, the translation is deemed completed in compliance with the contractual agreements.
24translate is liable for data loss up to the point of collection of the translation by download to the customer’s hard drive/cache. The customer is fully responsible for the transmission by download to its own hard drive/cache, and releases 24translate from any liability in this regard. Where other forms of delivery (post, email, fax) have been expressly agreed, the risk of data loss passes to the customer upon handover of the translation to the carrier, or upon receipt of the email in the recipient’s inbox, or upon print-out of the fax by the recipient.
5. Remedial performance
If the translation deviates from the agreed requirements, the customer shall set a reasonable period for remedial performance by 24translate. Remedial performance is excluded if the deviations were caused by the customer, e.g. due to incorrect or incomplete information or errors in the original texts.
If the deviations are not remedied within the set remedial period, the customer may demand the cancellation of the contract (rescission) after the remedial period has expired.
All claims are excluded if the impairment of the value or suitability of the translation caused by the deviation is minor.
No remedial period needs to be set if the customer has expressly declared upon contract conclusion that the performance of the contractually agreed service would be of no use to it after the expiry of the delivery period.
6. Fees / Payment terms
24translate invoices the services to the customer at the agreed cost, or the agreed minimum order fees and conditions, plus the applicable statutory VAT. 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.
24translate will normally only send invoices by email in PDF format.
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.
7. Rights to offset and retain / Non-assignment clause
The customer may only offset claims of 24translate against undisputed or legally established claims. The customer is only entitled to exercise any right to retain on the basis of counterclaims which result from the same contractual relationship as the claims against which the right to retain is being exercised.
In the absence of the consent of 24translate, the assignment of claims arising from this contract is not permissible.
The customer may cancel the order at any time prior to the completion of the translation.
If an order placed is cancelled by the customer, all costs incurred up to the time of the cancellation shall be paid in accordance with the degree of completion. However, the minimum fee in the event of cancellation is 50% of the order value.
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 deleted upon express written request by the customer.
9. Liability / Limitation of liability
Claims for damages from the contract, for culpa in contrahendo, positive breaches of contract, and default of 24translate are excluded unless performed intentionally or with gross negligence. The liability of auxiliary staff is excluded in any case.
24translate does not accept liability for failure to perform or delays in performance due to force majeure and/or unforeseeable, temporary impediments for which 24translate is not responsible, in particular strike and lock-out, and loss of communications networks and gateways of other operators.
Liability for damage caused due to the use of the services of 24translate, defective storing or transmission of data by 24translate, or loss of texts and documents due to fault on the part of 24translate, is limited in terms of amount to the proven actual damage. In any case, liability is limited to CHF 300.00 per page and may not exceed the foreseeable amount of CHF 15,000.00.
10. Exclusion of warranty
24translate does not guarantee that the respective translation is compliant with any regulations and suitable for the customers’ purposes. This particularly applies in cases where the translation is to be published or used for advertising purposes. The legal risk of usability or publication is therefore borne solely by the customer.
11. Confidentiality / Viruses / Data protection
24translate endeavours to protect the confidentiality of the transmitted texts in accordance with current technology. However, due to the nature of electronic data communications, 24translate cannot guarantee 100% confidentiality.
24translate also endeavours to check the electronically communicated data for viruses or other malware in accordance with current technology. However, even where due care is exercised, 100% protection from viruses or malware cannot be guaranteed. We expressly draw the customer’s attention to the residual risk in this regard.
The customer is herewith informed that 24translate processes personal data by machine in machine-readable format and for tasks resulting from this contract.
Where 24translate uses the services of third parties to perform the offered services, 24translate is entitled to disclose the customer data in compliance with the provisions of data protection law. It is also entitled to disclose the customer data in cases where data transmission is necessary to detect, mitigate or rectify defects and errors in the systems of 24translate and in any systems of third parties which are used.
24translate herewith declares that its employees and vicarious agents have been committed to observing strict confidentiality and complying with data protection regulations, and that 24translate has taken all necessary technical and organisational measures to ensure the implementation of the provisions of data protection law.
12. Non-enticement clause
For the duration of the parties’ collaboration and a period of one year thereafter, the customer undertakes to refrain from enticing or employing without 24translate’s consent any of 24translate’s own employees or any translators/service providers who are subcontracted to 24translate. The customer undertakes to pay a contractual penalty of CHF 20,000 for each case of culpable breach of the aforementioned obligation.
13. Miscellaneous provisions
Services performed outside the scope of the translation service provision according to these General Terms and Conditions are not subject to these General Terms and Conditions. This includes, in particular: Additional services such as DTP, printing, HTML files etc. Such services are agreed separately.
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 and fax are deemed sufficient to meet this requirement.
Agreements concluded on the basis of these General Terms and Conditions are exclusively governed by Swiss law.
St. Gallen (Switzerland), the registered seat of 24translate, is the place of jurisdiction for all disputes, claims or differences of opinion which arise from or in connection with this contractual relationship, including its validity, invalidity, breach or dissolution.
Should individual provisions of this contract be invalid or void, the validity of the remaining provisions shall be unaffected. The invalid or void provision shall be replaced in accordance with its purport with the relevant statutory provisions. The same applies to any gaps in the contract.