General Terms and Conditions of Sale

1.     Definitions/Parties

1.1     TRANSPOSE SA is a Limited Liability Company headquartered at Avenue Calas 8, 1206 Geneva, registered with the Commercial Register of the Canton of Geneva under number CH-100.836.915, as well as its branches in Switzerland. TRANSPOSE SA provides linguistic and translation services, as well as related advice, hereinafter referred to as the Services.

1.2     TRANSPOSE SA considers as Customer and contracting party the person who placed the order, unless such person has explicitly stated to act under a mandate, in the name and for the account of a third party and with the knowledge of such third party. In this case, the name and address of the third party, as well as the proof of its consent, must be communicated to TRANSPOSE SA at the time of placing the order.

 

  1. Application of the General Terms and Conditions of TRANSPOSE SA

2.1     These General Terms and Conditions, hereinafter referred to as the GTC, apply systematically to all legal relationships between TRANSPOSE SA and the Customer, and exclude the general conditions and/or regulations of the latter.

2.2     The placing of an order by any means, including e-mail, website, acceptance of quote or telephone order means recognition and acceptance by the Customer of these General Terms and Conditions, which are an integral part of the Agreement concluded between the parties. The Customer is supposed to have read and accepted them. Otherwise, the Customer must inform TRANSPOSE SA of its non-acceptance of the General Terms or some of their clauses.

2.3     To provide the best quality to our Customers and to keep up to date with developments in the translations field, this document may be changed, amended or updated without the prior consent of the Customer. It is up to the customers alone to keep themselves informed of the contents hereof.

2.4     Moreover, these General Terms and Conditions will be available on TRANSPOSE SA’s website. They will also be made available to the Customer upon request.

2.5     Agreements signed by TRANSPOSE SA with its partners, stipulating an express derogation from this document, are reserved.

 

3.     Conclusion and Termination of the Agreement

3.1     General offers and quotes are established without commitment. TRANSPOSE SA reserves the right to reject, without explanation, the requests and/or orders of prospective customers.

3.2     The Agreement is deemed concluded once the Customer confirms the quote and receives the order confirmation, with the unique identification number, its delivery date and, if applicable, the price.

3.3     The contract is deemed to be terminated, unless otherwise agreed, once that the invoice related to the order confirmation is paid and the administrative process is closed.

 

4.     Delivery Times

4.1     Delivery deadlines are only binding if they have been confirmed in writing by TRANSPOSE SA in the order confirmation.

4.2     The prices and times indicated may be subject to change if TRANSPOSE SA was unable to take note of the entire text beforehand.

4.3     In case of major changes to the order made by the Customer after the receipt of the order confirmation, TRANSPOSE SA is authorized to change the delivery date and/or the fees or to refuse the order. In this case, the Customer is required to pay the work already completed.

 

5.     Subcontracting

Unless expressly agreed otherwise, TRANSPOSE SA is authorized to perform the order by means of an auxiliary personnel recognized by Transpose SA, without prejudice to the confidentiality level and the quality of execution of the order.

 

6.     Delivery

6.1     Orders are delivered free of charge by e-mail, or, at the Customer’s expense, by priority mail or national or international courier service.

6.2     TRANSPOSE SA reserves the right to charge the other delivery methods required by the Customer.

6.3     TRANSPOSE SA will not be responsible in any case for any loss of documents sent by it, nor for any prejudice or damage that such a loss could entail.

6.4     Delivery is deemed to be made on the date of dispatch of the work by e-mail, priority mail, or other means indicated by the Customer.

6.5     All data sent by e-mail is deemed to have been delivered when the e-mail or the postal mail has been sent.

 

7.     Invoices and Payment

7.1     The Customer is personally required to pay the price and the costs related to its order(s) within the time limit set by TRANSPOSE SA.

7.2     In the case provided for in Art. 1.2, the person who placed the order and the end Customer remain jointly and severally responsible for the payment of the invoice.

7.3     TRANSPOSE SA reserves the right to require advance payments or the payment of the entire amount due before starting or continuing the execution of the order.

7.4     Unless otherwise agreed and depending on the order specificity, invoices are calculated on the basis of the rate per word, the flat-rate or the hourly rate applied by TRANSPOSE SA. In the quote subject to its acceptance, the Customer will receive details in this respect.

7.5     In addition, TRANSPOSE SA may also invoice the Customer for disbursements related to the execution of the order, such as research in connection with the execution of the Agreement.

7.6     A minimum fee may be charged for each order. This will be communicated to the Customer in the quote established by TRANSPOSE SA.

7.7     The price indicated by TRANSPOSE SA for the order to be performed applies exclusively to the work, in accordance with the contractual specifications, covered by the order confirmation.

7.8     TRANSPOSE SA is authorized to increase the agreed price when the Customer provides a text with additional difficulties, such as a bad quality copy, data files or defective software, implying additional work or higher expenses for TRANSPOSE SA than those which it could reasonably expect at the time of the execution of the Agreement. In such a context, TRANSPOSE SA immediately informs the Customer of these aspects and of any additional costs, which the Customer must accept in advance. Should the Customer refuse, TRANSPOSE SA is allowed to stop execution of the order and terminate the Agreement. The amount corresponding to the work performed prior to termination of the Agreement remains due. 

7.9     TRANSPOSE SA may charge an extra fee for urgent orders. Are considered as urgent orders requiring work at night (after 6 pm Swiss time) and/or public holidays and weekends.

7.10   Except in the case of online payment, for which the order price must be paid immediately, the payment is due upon receipt of the order confirmation by the Customer.

7.11   In all other cases, invoices must be paid in the net amount in the invoicing currency, within maximum 15 calendar days from the invoice date or in any other period stipulated in writing by TRANSPOSE SA. Discounts, compensations or suspensions are excluded.

7.12   In case of late payment, the debtor is immediately in default. In this case, TRANSPOSE SA sends a reminder to the Customer. Unless the pending invoice is settled within 5 business days starting the date of the reminder, the Customer shall owe the amount of the invoice and the legal interests starting the date of the formal notice until the date of full payment.

7.13   TRANSPOSE SA reserves the right to resort to legal means for the recovery of the amount established by the invoice and the interest due. The Agreement between TRANSPOSE SA and the Customer constitutes debt recognition within the meaning of Article 82 para. 1 of the Swiss Federal Debt Enforcement and Bankruptcy Act.

7.14   In case of extrajudicial collection costs, a recovery tariff of 15% on the first CHF 5,000.00 of the amount with interests and a tariff of 10% on the rest, with a minimum of CHF 150.00 per invoice, are applicable.

 

  1. Order Cancellation

8.1     In case of an order cancellation by the Customer after the conclusion of the Agreement, the latter is required to pay the work done, as well as an allowance calculated on the basis of an hourly rate for the work already done and for the time reserved by TRANSPOSE SA for the execution of the order. Any other costs remain reserved.

8.2     At the Customer’s request, TRANSPOSE SA provides the work already done. In this case, TRANSPOSE SA cannot be held responsible for the quality of the work delivered.

8.3     In case of order cancellation by the Customer after the conclusion of the Agreement, TRANSPOSE SA will be entitled to at least 50% of the contractually agreed amount, as reimbursement of costs.

 

9.     Complaints and Corrections

9.1     The Customer is required to inform TRANSPOSE SA in writing of any complaint relating to the order delivered as soon as possible and at the latest within five working days from the date of order delivery.

9.2     When the elements of the complaint are founded, TRANSPOSE SA is authorized to implement the corrective actions or replace the work delivered within a reasonable time, agreed with the Customer.

9.3     When TRANSPOSE SA cannot correct the delivered order, it may grant a discount. In any case, TRANSPOSE SA cannot accept a reduction of more than 25% of the price of the order.

9.4     The Customer loses its right to the free correction when it is, due to the provision of inaccurate or missing information, at the origin of the deficiencies or it adapted or caused adaptations to the part of the work delivered concerned by the complaint.

9.5     The complaint does not release the Customer of its obligation of full payment within the prescribed time.

 

10.  Limitation of Liability

10.1   The responsibility of TRANSPOSE SA cannot, under no circumstances, exceed the amount of the invoice excluding taxes, of the concerned order.

10.2   Under no circumstances can TRANSPOSE SA be held responsible for any other form of damage such as deterioration, delays and loss of profit.

10.3   TRANSPOSE SA endeavors to use the highest standards in the translation process. TRANSPOSE SA can use specialized terminology lists if they were provided by the Customer. The Customer is required to check the orders delivered by TRANSPOSE SA. Possible risks or damages resulting from a text or the use of a text translated or adapted by TRANSPOSE SA, are the sole liability of the Customer.

10.4   TRANSPOSE SA cannot be held responsible for the deterioration or the loss of documents, data or data carriers made available to it for the execution of the Agreement. It cannot be held responsible for the costs and/or damage resulting from the use of information technology and the means of communication, or resulting from the transport or shipment of (media) data or the presence of viruses in the files or data carriers delivered by it.

 

  1. Early Termination

11.1   In the event of non-performance by the Customer of its payment obligations or the provision of securities, as well as in the event of suspension of payment, subsequent bankruptcy and liquidation of the Customer’s business, TRANSPOSE SA is authorized to unilaterally terminate, in whole or in part, the Agreement or to suspend its execution, without being held liable for any repair. TRANSPOSE SA may demand immediate payment of the amounts due to it.

11.2   If TRANSPOSE SA can no longer fulfill its contractual obligations due to circumstances beyond its control, it is entitled to terminate the Agreement without being liable to any compensation. These circumstances include, but are not limited to: fire, accident, illness, strike, insurgency, war, embargo, interruptions in service provision by Internet Service Providers or any other circumstances beyond the control of TRANSPOSE SA.

11.3   When TRANSPOSE SA is no longer able to continue the execution of an order due to a case such as the case referred to in the previous paragraph, TRANSPOSE SA retains however the right to the payment of the hours of work conducted, to the reimbursement of the expenses incurred and the disbursements, if applicable. For the rest, TRANSPOSE SA cannot be held responsible for the impossibility, even if temporary, to execute the order.

 

  1. Copyright and Intellectual Property

12.1   Unless otherwise expressly agreed in writing, TRANSPOSE SA assigns to the Customer the copyrights relating to translations and other texts produced by TRANSPOSE SA.

12.2   The work of TRANSPOSE SA is carried out in the interest of the Customer and the materials provided by the latter will only be used in the performance of this work. The Customer holds TRANSPOSE SA harmless against any claim by third parties for alleged infringement of ownership, patent law, copyrights or any other intellectual property rights in connection with the performance of the Agreement. 

 

13.  TRANSPOSE SA Privacy Policy

13.1   TRANSPOSE SA undertakes to respect as far as practicable the confidentiality of the information provided by the Customer. TRANSPOSE SA Privacy Policy, as well as the Terms of Use of our web services, are an integral part of the Agreement with the Customer. The Customer is supposed to read and inform TRANSPOSE SA of any disagreement using the e-mail address provided in our Privacy Policy. Unless the Customer sends a notification in this respect, the provisions of the GTS, of the Privacy Policy and of the terms of use of our services will be considered as read and accepted.

13.2   TRANSPOSE SA can process its Customers’ data for the purpose of performing the tasks entrusted to it under this Agreement. TRANSPOSE SA excludes all liability in connection with the data contained in the documents entrusted by its Customers.

13.3   For the purpose of executing the order, TRANSPOSE SA can anonymize the personal data in the documents entrusted to its auxiliary personnel, if expressly requested by the Customer, and if this is not contrary to the legal provisions in force.

13.4   TRANSPOSE SA cannot be held liable for a breach of professional secrecy by its employees or subcontractors when it can demonstrate that it has not been able to prevent such violation.

 

14.  Severability

If any provision of this Agreement is found to be unenforceable, only such provision will be void. The remainder of the Agreement shall stand fully enforceable.

 

15.  Assignment of Rights

The assignment of the Customer’s rights arising from this Agreement is not valid without the express written agreement of TRANSPOSE SA.

 

16.  Governing Law and Jurisdiction
This Agreement is governed by the Swiss law. Only the courts of the Canton of Geneva will have jurisdiction over any dispute arising therefrom, subject to appeal to the Swiss Federal Supreme Court.

TRANSPOSE SA

Revised and approved in Geneva

22 October 2018