GENERAL TERMS AND CONDITIONS OF SALE OF TRADUCTA SWITZERLAND SA.

1 September 2020

Modified on 15 November 2022

 

ARTICLE 1: DEFINITIONS

The following definitions apply in the context of these Terms and Conditions (hereafter: TC):

TRADUCTA SWITZERLAND SA: Public limited company with share capital of CHF1,150,000, registered with the Commerce Registry of the Canton of Vaud and having its registered office at Avenue Charles-Ferdinand-Ramuz 99, in 1009 Pully (hereafter: TRADUCTA SWITZERLAND).

Customer: the legal entity or natural person with whom TRADUCTA SWITZERLAND established a contract for services of translation, interpretation, interpretation by telephone or video-conference, voice dubbing, subtitling or transcription of audio files.

Service(s): the activities of translation, interpretation, interpretation by telephone or by video conference, voice dubbing (voice off and voice over), subtitling and transcription of audio files proposed by TRADUCTA SWITZERLAND to the Customer as part of an offer or a contract established between TRADUCTA SWITZERLAND and the Customer. 

Contract: the contract established between TRADUCTA SWITZERLAND and the Customer, for the provision, by TRADUCTA SWITZERLAND, of services of translation, interpretation, interpretation by telephone or video-conference, voice dubbing, subtitling or transcription of audio files for a price to be paid by the Customer.

 

ARTICLE 2: SCOPE OF APPLICATION

These TC constitute the sole basis of the relationship between the parties. They can be viewed on the TRADUCTA SWITZERLAND website:  www.traducta.ch.

They are intended to define the conditions under which TRADUCTA SWITZERLAND provides the Services to the Customer who requests them, via the www.traducta.ch website, by email or by a written request sent directly to TRADUCTA SWITZERLAND. 

The Customer declares to have read these TC and to have accepted them before implementation of the ordering procedure. It also acknowledges having the capacity to establish a contract and acquire the Services offered by TRADUCTA SWITZERLAND.

These TC apply in their entirety and, in particular, without restriction or reservation, to all Services rendered by TRADUCTA SWITZERLAND to Customers, regardless of the clauses that may appear in the documents of the Customer and, in particular, its terms and conditions of purchase.

In case of invalidity of one or more provisions of these TC, the other provisions remain applicable. It is also expressly stated that these TC may undergo subsequent amendments. In this case, TRADUCTA SWITZERLAND will inform the Customer in writing, at least one month before the change takes effect. Unless the Customer raises an objection within two weeks following the date of dispatch of the written notification, the Customer is deemed to have tacitly accepted the modification made.

 

ARTICLE 3: ORDERS AND ESTABLISHMENT OF THE CONTRACT 

Transmissions of information to the Customer - as defined in the following sentence - done by TRADUCTA SWITZERLAND, either orally or in writing, do not constitute offers as intended in articles 4 et seq. of the Code of Obligations. Offers are notably understood as transmission or communication to the Customer by TRADUCTA SWITZERLAND, in writing or orally, of attachments, such as price lists, brochures or other information relating to the Services.

The Customer selects the Services that it would like to order. It is pointed out that the choice and purchase of a Service are solely the responsibility of the Customer. It is, therefore, up to the Customer to check the accuracy of the order before sending it in writing to TRADUCTA SWITZERLAND by email, fax or post.

The Contract between the Customer and TRADUCTA SWITZERLAND is only deemed to be formed as intended in article 1 of the Code of Obligations after a quote has been established by TRADUCTA SA and expressly accepted by the Customer by means of a purchase order. The Customer will also be required to pay a deposit to TRADUCTA SWITZERLAND. The deposit requested from the Customer may in no case be qualified as a non-refundable deposit intended in article 158 of the Code of Obligations.

The quote is valid for 30 calendar days, unless otherwise specified in the quote. In accordance with the terms stated in article 6 hereof, the quote indicates the amount of the deposit to be paid by the Customer, the deadline for execution and the terms of delivery. It is expressly specified that the Customer who has not confirmed the order according to the terms of the quote of TRADUCTA SWITZERLAND may not require that the services reflected in the quote be performed by TRADUCTA SWITZERLAND. Furthermore, the quote which is not confirmed by the Customer within 48 hours of its date of issue by TRADUCTA SWITZERLAND may require an adjustment of the timeframe for performance of the Service, without modification of the period resulting in payment of any compensation on the part of TRADUCTA SWITZERLAND.

 

ARTICLE 4: CONDITIONS FOR REFUND OF THE DEPOSIT PAID UPON ORDER CONFIRMATION

Any order confirmed by the Customer in the forms and conditions expressly provided for in article 3 hereof leads to full payment for the Services under the conditions stated in article 5 of these Terms and Conditions, without the possibility for the Customer to retract his order or cancel it and require, in particular, refund of the deposit paid at the time of order confirmation.

In the event that, upon confirmation of the order by the customer in the forms and under the conditions expressly provided for in article 3 of these TC, TRADUCTA SWITZERLAND is no longer able to provide the Services in accordance with the quote communicated and accepted by the Customer, it will:

  • first of all, propose a new quote to the Customer which the latter will remain free to accept or refuse;
  • secondly, and only in the event that the new quote proposed has been refused by the Customer, proceed with immediate reimbursement of the deposit paid by the Customer without the possibility for the latter to claim the payment of any additional damages or compensation.

 

ARTICLE 5: PRICES

The Services are provided at the prices of TRADUCTA SWITZERLAND in effect on the day of placement of the order, according to quotes established beforehand by TRADUCTA SWITZERLAND and accepted by the Customer under the conditions specified in article 3 hereof. The prices are expressed in Swiss francs (CHF) and do not include VAT. An invoice is established by TRADUCTA SWITZERLAND and remitted to the Customer when Services are provided. TRADUCTA SWITZERLAND reserves the right to modify the agreed prices at any time, before establishment of the Contract. 

Modification of the agreed prices may also take place at any time during execution of the Contract if the Customer modifies the order placed. Until the Contract is fully executed, TRADUCTA SWITZERLAND is entitled to increase the agreed prices.

 

ARTICLE 6: CONDITIONS OF PAYMENT FOR THE SERVICES

In accordance with articles 3 and 5 hereof, the price of the Services is established on the basis of a quote which is payable in advance, unless otherwise agreed. A deposit for the total price of the Services will be required upon confirmation of the order and the balance shall be due before the start of the Service. Unless otherwise agreed, the Customer shall have paid the full price of the Services prior to commencement of the Services and no later than the day scheduled for such Services to be provided. If the full amount due for the Services are not paid on the day they are to be provided, the deposit will be deemed as definitively acquired by TRADUCTA SWITZERLAND. Moreover, TRADUCTA SWITZERLAND reserves the right not to provide the Services and to request payment for the entire Service by any legal means. 

Any late payment automatically results in application of late penalties of an amount equal to twice the legal interest rate and a reminder fee of CHF 50 per reminder. If the collection expenses incurred are greater than the amount of this set fee, TRADUCTA SWITZERLAND may demand additional compensation with supporting documentation.

 

ARTICLE 7: EXECUTION OF THE CONTRACT

All orders are accepted and executed exclusively by TRADUCTA SWITZERLAND, even if the express or implicit intention is for an order to be executed by a specific person within TRADUCTA SWITZERLAND. After establishment of the Contract, TRADUCTA SWITZERLAND will undertake the translation work in accordance with the specifications agreed with the Customer under the Contract.

The Customer is required to do all that is reasonably necessary and desirable to permit punctual and correct performance of the Contract.

This also implies fulfilling TRADUCTA SWITZERLAND's requests to provide additional information for proper performance of the Contract.

TRADUCTA SWITZERLAND is authorised, for the purposes of proper performance of the Contract, to have the work performed by third parties.

 

ARTICLE 8: MODIFICATIONS OF THE CONTRACT AND ADDITIONAL WORK REQUIRED BY THE CUSTOMER

Additional agreements or subsequent modification as well as concessions made verbally by TRADUCTA SWITZERLAND staff shall be binding on the latter only from the time they are confirmed in writing by TRADUCTA SWITZERLAND by e-mail, fax or post. Similarly, any modifications to the order by the Customer may only be taken into account by TRADUCTA SWITZERLAND to the extent of its possibilities. In the event that TRADUCTA SWITZERLAND takes the modifications requested by the Customer into account, these will result in establishment of a new quote and adjustment of the price. In such a situation, the Customer will be required to pay the adjusted price. It is expressly stated that, depending on the progress of the work or if it is impossible to grant the requests for modifications submitted by the Customer after establishment of the Contract, TRADUCTA SWITZERLAND will not be able to proceed with the modifications requested by the Customer.

In this case, TRADUCTA SWITZERLAND is authorised to terminate the Contract, without owing any damages or compensation to the Customer.

In such a case, the deposit paid by the Customer is retained by TRADUCTA SWITZERLAND, which may also invoice the Customer for a prorated amount based on the number of words already translated.

 

ARTICLE 9: SPECIAL TERMS

9.1 Use of technical and specific vocabulary

The Customer is expressly informed that translators and interpreters are not technicians who master the specific vocabulary required in the field(s) of activity where the service is requested.

As a result, in the context of providing the Services, the technical and sector-specific vocabulary of the Customer as well as in-house jargon are not guaranteed by TRADUCTA SWITZERLAND. 

In this context, the Customer must spontaneously provide to TRADUCTA SWITZERLAND, at least eight (8) days before the start of the Services, all documentation necessary to effectively provide the Services. This necessary documentation notably includes the technical glossary and specific vocabulary used in the area of expertise concerned by the Services to be provided.

Should the Customer fail to provide a glossary at least 8 days before the start of the Services, it is customary for the Service Provider to use standardised technical terms without this being enforceable against it.

9.2 Types of Interpretation Services

Several types of interpretation are available to the Customer:

Liaison or consecutive interpretation: the interpreter is responsible for liaising between two parties who do not speak the same language. The speaker(s) must stop to allow time for the interpreter to translate the content of the conversation. This technique is used in business meetings, training or coaching, face-to-face, by telephone or remotely.

Simultaneous interpretation (in a booth): the interpreter works in a soundproof booth with at least a second interpreter because the continuous work time is limited to 20 minutes and the interpreters must take turns. 

The speaker speaks into a microphone connected to the interpreter who has an earphone and instantly speaks the content of the speech into a microphone. The content of this speech is reflected in the audience's earphones in the language concerned.

9.3 Interpretation services provided online

Interpretation, whether by telephone or video conference, is billed in one-hour increments.

Any hour started is billed for the full hour.

Remote interpretation services are provided by appointment. Invoicing starts at the exact time of the appointment. However, an appointment cancelled at least 48 hours in advance will not be charged. 

The first part of the price will be charged for:

  • Any appointment that has not been cancelled 24 hours in advance; 
  • Any appointment for which the Customer does show up.

In the context of providing Interpretation Services, if the Customer requests that conversations be recorded, it must inform all the participants in the conversation beforehand and obtain their consent. TRADUCTA SWITZERLAND will only make this recording for the possible needs of transcription and after having received confirmation from the Customer that it had received the agreement of each of the participants. TRADUCTA SWITZERLAND accepts no responsibility for proper authorisation, in due form, of each of the participants. In order to comply with regulations on the protection of personal data, TRADUCTA SWITZERLAND will not provide the recording to the Customer and will proceed with destroying it after delivery of the translation to the Customer.

In addition, the Customer is informed that an interpreter cannot be refused by the Customer due to his/her accent as long as the latter correctly masters the languages required for providing the Services.

TRADUCTA SWITZERLAND cannot be held responsible for the poor quality of telephone connections or the conference line system in the case of telephone or video conference interpretations done by a telephone or online operator (Zoom, Microsoft Teams or equivalent). Consequently, line breaks or other interruptions cannot be attributed to it. 

9.4 Interpretation services provided on site

  1. Costs related to performance of the Services

Unless otherwise agreed, all costs for coming to the place of service remain the responsibility of the Customer and will be billed at the cost price (airplane, train, taxi, accommodation, meals and others).

The Customer agrees to pay them upon receipt and with presentation of supporting documents.

  1. Hours of providing the Services

Lunch or dinner breaks, if these times are included in the schedules for providing the Services, are taken into account in the actual schedules for providing the Services.

More specifically, when an interpreter is brought, in the context of providing the Services, to lunch or dinner with the Customer, this lunch or dinner time will be considered as effective time of providing the Service. Upon request, the Customer must sign the interpreter's attendance sheet.

  1. Insurance of the Customer for risks related to performance of the Services

The Customer declares to be insured for the risks relating to execution of the Services.

In particular, this insurance must cover the interpreter against the risks of accidents at the site of the assignment and, throughout its duration, bodily harm, civil liability, etc.

  1. Damage or loss of interpretation equipment made available to the Customer

If interpretation equipment (such as booths, microphones, headphones, etc.) is made available to the Customer, the latter remains under his full responsibility from delivery until it is picked up. Any damage or loss will be invoiced at the cost established by TRADUCTA SWITZERLAND, which leases the equipment.

  1. Extension of the duration of the Services due to the Customer

In the event that the period for providing the Services is extended due to circumstances attributable to the Customer, the latter must bear the resulting consequences.

These consequences include:

  • the payment of overtime in connection with providing the Services according to the price mentioned in the quote accepted by the Customer;
  • reimbursement, upon first presentation of supporting documents, of the interpreter's transport costs (air or train tickets) resulting from extension of the period for providing the Services;
  • reimbursement, upon first presentation of supporting documents, of the interpreter's living expenses, and of the fees if the latter is obliged to remain at the place of the assignment due to an extension of the period for providing the Services.
  1. Customer dissatisfaction and complaint

A Customer may not refuse an interpreter on the grounds that he/she has a foreign accent provided that he/she correctly masters the languages required for the Services requested.

If a Customer is not satisfied with an interpreter, it must inform TRADUCTA SWITZERLAND within 4 hours of the start of the Services. 

In such a situation, TRADUCTA SWITZERLAND agrees to do its utmost to replace said interpreter, to the extent that replacements are available. 

The impossibility of replacing the interpreter revoked by the Customer due to the absence of an available replacement is considered a case of force majeure. TRADUCTA SWITZERLAND cannot be required to remedy the inconvenience caused by this express case of force majeure.

In any event, the liability of TRADUCTA SWITZERLAND is strictly limited to the Services provided. It follows that the amount of TRADUCTA SWITZERLAND's liability is limited to the amount of the invoice or the amount estimated by the insurance company which covers its liability.

In general, the liability of TRADUCTA SWITZERLAND is limited to fraud and gross negligence. The Customer's complaint concerning an Interpretation Service must be sent within 5 days after its completion to TRADUCTA SWITZERLAND by email, fax or post. The complaint will specify in a detailed, clear and precise manner, with concrete and verifiable elements, the reasons that he found the Service of the interpreter to be acceptable. 

  1. Inability to perform the Service

TRADUCTA SWITZERLAND cannot be held responsible for delays or absences of the interpreter due to cases beyond its control, such as delays by rail, land or air carriers, traffic accidents, traffic slowdown due to strikes or demonstrations or any other events beyond its control. 

In the event of total absence of the interpreter due to transport following a case of force majeure, 50 % of the fees and expenses will be covered by the Customer.

In the event of unexpected illness justified by sick leave established by a doctor before or during the Services, TRADUCTA SWITZERLAND will do its utmost to replace the interpreter. 

The impossibility of replacing an interpreter on sick leave due to the absence of an available replacement is considered to be a case of force majeure.

As such, TRADUCTA SWITZERLAND cannot be required to remedy the inconvenience caused by this case of force majeure.

Nevertheless, billing will not be issued for the portion of the Services not provided. On the other hand, any equipment rental and travel costs incurred will be billed to the Customer.

9.5 Voice dubbing services

With regard to Voice Dubbing Services, the prices stated in the quote are based on the information provided by the Customer, namely the duration of the original file, or even the number of characters of the text, the type of voice, the languages and processing of the audio file. The Services of TRADUCTA SWITZERLAND may be freely used on any medium without limitation of duration, unless otherwise stated in the quote, including use on public media such as broadcasting on terrestrial radios, Internet or television.

TRADUCTA SWITZERLAND reserves the right to revise the quote if certain operations have not been foreseen or if the Customer makes editing changes.

For any order, the Customer validates a voice. If, after return of the file, this voice no longer satisfies him, the amount of the invoice will nevertheless remain due. A new quote will be prepared for a new recording.

If the Customer requests the integration of sound media such as music or other, it must ensure that the rights of rightsholders, particularly the SUISA, authors, publishers or composers, are respected. TRADUCTA SWITZERLAND can never be sought in this regard.

The order will only be accepted after receipt of the signed quote accompanied by the order, if necessary, at its establishment and possibly accompanied by payment of the deposit.

The delivery method is mainly by email with an MP3 or MP4 file, unless otherwise indicated in the quote.

 

ARTICLE 10: LIABILITY OF TRADUCTA SWITZERLAND - COMPLAINT PROCEDURE

TRADUCTA SWITZERLAND is committed to providing Services that meet a level of quality.

Any complaint about the quality of the Services must be submitted by registered letter with acknowledgment of receipt within 5 days following the date of performance of the Service. 

TRADUCTA SWITZERLAND agrees to process each complaint within a maximum of 30 days.

The Customer's complaint letter must be detailed and concrete and verifiable elements must be provided to support it. No complaint may form the basis of refusal to pay for the Services and no compensation may be claimed from TRADUCTA SWITZERLAND. The liability of TRADUCTA SWITZERLAND is strictly limited to the Services provided.

It follows that the amount of TRADUCTA SWITZERLAND's liability is limited to the amount of the invoice or the amount estimated by the insurance company which covers its liability.

 

ARTICLE 11: INTELLECTUAL PROPERTY

The intellectual property rights of TRADUCTA SWITZERLAND relating to the Services performed for the Customer are the exclusive property of TRADUCTA SWITZERLAND. TRADUCTA SWITZERLAND remains the owner of the rights of use until full payment of the invoice and the Customer may not use the Service until full payment of the invoice. After full payment for the Service, the Customer may use and/or exploit these intellectual property rights over the Service under the conditions provided for in the quote: either the rights are for free use, on any medium and without limitation of duration, or they are for restricted use.

 

ARTICLE 12: FORCE MAJEURE

Any impossibility of performing one of the services accepted by TRADUCTA SWITZERLAND due to a case of force majeure cannot be attributable to TRADUCTA SWITZERLAND, whose liability cannot be incurred.

It is specified that the following events are considered as a case of force majeure, without this list being exhaustive:

  • Power failure and/or interruption of the Internet network between the Customer and the translator or interpreter, whatever the cause, as well as any communication problem between the Customer and the translator or interpreter;
  • Inability to use the equipment necessary for performance of the service;
  • Problem encountered during transport by the interpreter;
  • Unforeseen illness of the translator or interpreter justified by a work stoppage established by a doctor before or while the Services are provided;
  • Health situation related to Covid or related contamination.

 

ARTICLE 13: CONFIDENTIALITY

TRADUCTA SWITZERLAND agrees to respect confidentiality concerning all documents entrusted to it as well as the content of the comments made while the Services are being provided. 

TRADUCTA SWITZERLAND agrees to obtain the same commitment from its translators, interpreters, dubbers or any person who has performed a Service or participated in the Service.

 

ARTICLE 14: PERSONAL DATA

TRADUCTA SWITZERLAND collects and stores personal data sent by its Customers in a secure manner through computer and physical security measures. The data is kept in files accessible to only the collaborators of TRADUCTA SWITZERLAND and the IT service provider mandated by TRADUCTA SWITZERLAND.

By contacting TRADUCTA SWITZERLAND, even for a simple request for Services, Customers and visitors of the www.traducta.ch site and other sites of TRADUCTA SWITZERLAND or the TRADUCTA group understand and accept that their email address, last name and first name and information relating to the Services requested are recorded by TRADUCTA SWITZERLAND. This data is used, on one hand, to send the quote, information and updates relating to your order and, on the other hand, to send occasional information on the language services of TRADUCTA SWITZERLAND. This data may be communicated to any partners of TRADUCTA SWITZERLAND responsible for the implementation, processing, management and payment of the orders. It is never communicated to a third party for advertising purposes.

Data subjects have the possibility at any time to unsubscribe or to have their data erased or rectified at the following address: info@traducta.ch.

TRADUCTA SWITZERLAND informs data subjects about any security breach and the measures taken to remedy it within 30 following its occurrence.

Data is kept for 3 years plus the current year. If, at the end of this period, no business relationship is established, it will be automatically deleted from the servers.

The data is stored in an external data centre located in a member country of the European Union, in accordance with regulations on the protection of personal data.

 

ARTICLE 15: APPLICABLE LAW – LANGUAGE

These TC and the operations which result from them are governed by Swiss law.

These TC are drafted in the French language. 

In the event that it is translated into one or several foreign languages, only the French text shall prevail in any disputes.

 

ARTICLE 16: TERMS AND CONDITIONS BY CATEGORY

Information appearing in catalogues, prospectuses and price lists of TRADUCTA SWITZERLAND are indicative and may be revised at any time.

TRADUCTA SWITZERLAND is entitled to make any changes that it deems useful.

Furthermore, TRADUCTA SWITZERLAND may establish Terms and Conditions by Category, which could depart from these TC, depending on the type of Customer considered.

 

ARTICLE 17: UNENFORCEABILITY OF THE TERMS AND CONDITIONS OF PURCHASE OF CUSTOMER

These TC are expressly approved and accepted by the Customer, who declares and acknowledges having understood them perfectly and, as such, renounces availing itself of any contradictory document and, notably, its own terms and conditions of purchase, which will be unenforceable against TRADUCTA SWITZERLAND, even if TRADUCTA SWITZERLAND is aware of them.

 

ARTICLE 18: ABSENCE OF OFFSETTING OF NON-RECIPROCAL RECEIVABLES OR DEBTS

Unless otherwise expressly agreed, beforehand and in writing, by TRADUCTA SWITZERLAND, and provided that the reciprocal claims and debts are certain, liquid and due, no offsetting may be validly done by the Customer between any claims related to provision of the Services ordered, on one hand, and amounts due by the Customer to TRADUCTA SWITZERLAND, on the other hand.

 

ARTICLE 19: DISPUTES

Any disputes to which the purchase and sale transactions established in application of these TC could give rise, concerning their validity, interpretation, execution, termination, consequences or aftermath, and which could not be resolved between TRADUCTA SWITZERLAND and the Customer, will be submitted to the competent courts of the Canton of Vaud (SWITZERLAND).