General Terms and Conditions

General Terms and Conditions for Customers

1. General

SemioticTransfer AG will hereinafter be referred to as ‘SemioticTransfer’.


2. Scope

These general terms and conditions apply to all SemioticTransfer services (particularly translations, multilingual marketing texts, technical documentation, certified translations, proofreading, website content and translation management).


3. Order placement

By placing the order, the Customer accepts these general terms and conditions. Unless otherwise agreed by the Customer and SemioticTransfer, the order is considered to have been placed as soon as it is received by SemioticTransfer in written form (post, email, fax).


4. Use of third parties

SemioticTransfer reserves the right to consult third parties in order to fulfil the contract or to transfer the fulfilment of the contract to a third party.


5. Withdrawing from the contract

The Customer may withdraw from the contract at any time, subject to payment for the cost of work already carried out and to indemnifying SemioticTransfer, provided the order has not been finalised.


6. Quotes – Terms of payment – Invoicing 

Verbal quotes are non-binding. To become binding in nature, they need to be confirmed in writing by SemioticTransfer. Price quotes (always excluding VAT) are binding upon SemioticTransfer for 30 days. 

All invoices must be settled within 10 days of receipt without deduction. Certified translations must be paid in advance for private individuals. After this payment period has elapsed, the Customer is in arrears without the need for SemioticTransfer to issue a reminder. In such cases, SemioticTransfer is entitled to demand interest for late payment, and this interest rate shall be the same as that applied to overdraft facilities by major banks in the financial centre of Baden, and shall be at least 5%. Without the written consent of SemioticTransfer, the Customer is not entitled to offset counterclaims against its invoices.


7. Acceptance and obligation to give notice of defects 

The work produced by SemioticTransfer is deemed to have been accepted unless the Customer notifies SemioticTransfer of the identified defects in writing within 10 days of delivery. The customer must stipulate the exact nature and scope of the work carried out by SemioticTransfer that they consider unsatisfactory.


8. Complaints and warranty 

The warranty is limited to the correction of the work. No other warranty claims will be accepted. The warranty period (during which SemioticTransfer must carry out this remedial work) is 60 days. Any warranty relating to the correct reproduction or translation of names, numbers and postal addresses, as well as non-translatable specialist terms is excluded.


9. Liability 

SemioticTransfer is only liable for the loss of data and documents in cases of deliberate intent or gross negligence. SemioticTransfer is not liable for damage caused by third parties involved in the fulfilment of the contract. SemioticTransfer is not liable for minor negligence. Vicarious liability is explicitly excluded, and in respect of the involvement of third parties, SemioticTransfer is only liable for the careful selection and instruction of those parties. 

In the event of force majeure or other unforeseeable events or impediments to work beyond the control and responsibility of SemioticTransfer, SemioticTransfer is not liable for delays to or loss of work.


10. Fulfilment – Delivery – Transfer of risk 

Delivery is via data transfer (email, FTP transfer) or by post. Other forms of private transport or courier services are equivalent to the postal system in this respect. Upon submission to the postal system or to an equivalent transport company, or upon sending by email or FTP transfer, SemioticTransfer is deemed to have fulfilled its contractual obligations and the risk is transferred to the Customer at this point.


11. Delivery lead times and deadlines

Delivery lead times and deadlines require the express written confirmation of SemioticTransfer to be considered binding in nature.


12. Confidentiality

The data and information transferred to SemioticTransfer by the Customer is handled with the strictest confidentiality. SemioticTransfer also requires its employees and any third parties involved in completing the work to maintain confidentiality.


13. Right of use

Until full and final payment of its invoices has been received, SemioticTransfer retains the right of use to all work.


14. Place of fulfilment – Place of jurisdiction – Applicable law 

The place of fulfilment for payment and the sole place of jurisdiction is SemioticTransfer’s registered office. All services performed by SemioticTransfer and these general terms and conditions are subject to Swiss law.


15. Final provisions 

Any changes or modifications to these general terms and conditions and to this provision are only valid if they have been made in writing, for which purpose notification by email on the part of SemioticTransfer is sufficient. Verbal agreements require written confirmation by SemioticTransfer, without which they are not valid. 

If one or more provision(s) of these general terms and conditions becomes invalid, the other provisions nevertheless remain in force. The invalid provision shall be replaced by one which comes closest to the provision intended by the parties in its economic and other effects.


General Terms and Conditions for Suppliers

1. Scope

These general terms and conditions (GTC) constitute part of every contract between freelancers (hereinafter ‘Suppliers’) and SemioticTransfer AG (hereinafter ‘SemioticTransfer’).


2. Order placement – Customer protection

By accepting an assignment, the Supplier confirms their agreement to these GTC. The Supplier and SemioticTransfer conclude a service agreement. Under the terms of this service agreement, the Supplier undertakes to work and deliver the order precisely in accordance with the instructions and standards stipulated by SemioticTransfer. Substitution is excluded.

The Supplier is the sole contractual partner of SemioticTransfer. There is no direct contractual relationship between SemioticTransfer’s Customer and the Supplier. For as long as the Supplier works for SemioticTransfer and for a period of two years after the termination of their working relationship with SemioticTransfer, the Supplier undertakes to refrain from working, either directly or indirectly, for Customers with whom they worked as part of their contractual working relationship with SemioticTransfer, for their own account, and generally to refrain from performing any action detrimental to the interests of SemioticTransfer. For each infringement, SemioticTransfer is entitled to apply a contractual penalty of CHF 50,000.00. Moreover, payment of this contractual penalty does not release the Supplier from their obligation to adhere to the non-competition clause.


3. Delivery lead times and liability

It is absolutely essential that the Supplier meets the agreed deadline. The deadline agreed between SemioticTransfer and the Supplier is considered the due date. If the Supplier does not meet the due date, they are in arrears without the need for a reminder. SemioticTransfer must be immediately be informed in writing of any delays. If an assignment cannot be carried out in full, all documents must be returned to SemioticTransfer without delay.

If the service provided does not significantly correspond to the agreed scope, SemioticTransfer can refuse to accept the service. If the Supplier is at fault, SemioticTransfer can claim damages, ask the Supplier to remedy the fault at their own expense or reduce the Supplier’s fee by the amount by which the value of the work is reduced. This does not exclude further claims for damages.

The Supplier is liable for any possible accidental loss of the work until the work is submitted to SemioticTransfer.


4. Remuneration

Calculations are based on unit prices (standard line, word, graphic, page). Hourly or flat rates are also possible in exceptional cases. In principle, the word count, number of lines or pages in the original text is decisive. Upon agreement, the price can be based on the target text. When CAT tools (Trados, Across) are used, the price is always based on the word count in the original text.

The program used (Plunet, Word, PowerPoint, InDesign, Across, Trados) will complete the counting automatically. The Supplier must create a detailed monthly invoice stating the project numbers and unit prices.

This invoice is to be issued in the name of:
SemioticTransfer AG
Bruggerstrasse 69
5400 Baden

and sent by email to accounting@semiotictransfer.ch.

The cost of transferring data as well as for all procurement and provision of documents must be included in the Supplier’s quote.

The remuneration agreement results from the fee confirmation which SemioticTransfer sends to the Supplier by email. Should the Supplier not agree, they must contest this before starting the work, within one working day of receiving the email. If no agreement can be reached, the individual assignment is then considered cancelled. Individual assignments and their fees are considered accepted if they have not been contested within the stipulated deadline.


5. Confidentiality

The Supplier undertakes to keep strictly confidential all knowledge obtained from documents as well as all other confidential trade, business and customer information with which they come into contact as part of their work; to only use them in the interests of SemioticTransfer and under no circumstances to reveal them to a third party. The obligation to maintain confidentiality continues even after the assignment has been completed.

If the Supplier violates their obligation to maintain confidentiality, they must compensate SemioticTransfer for any losses incurred. The Supplier is liable to pay SemioticTransfer an amount of CHF 50,000.00 in addition to any damages. The payment does not release the Supplier from the obligation to adhere to the non-competition clause.


6. Copyright

SemioticTransfer is exclusively entitled to all industrial property rights and copyrights to the work created by the Supplier in performing their duties and fulfilling their contractual obligations or on which they collaborate. All of the Supplier’s work (including ideas, drafts, sketches, and in part) belongs to SemioticTransfer. The Supplier unreservedly transfers to SemioticTransfer all intellectual property (including copyrights, which also include partial rights such as modification, editing and translation rights), without any temporal, material or geographical restrictions, insofar as SemioticTransfer is not already entitled to these by law or on the basis of the contractual relationship. The Supplier undertakes to refrain from using such rights in any way for themselves or a third party and from transferring them to a third party. The Supplier expressly waives the right to be credited as author (originator). All claims on the part of the Supplier are settled upon full payment of their invoice.


7. Prohibition of offsetting and prohibition of assignment.

The Supplier is not entitled to offset or assign counterclaims against claims of SemioticTransfer or to transfer other rights from the contractual relationships with SemioticTransfer to third parties.


8. Place of fulfilment – Place of jurisdiction – Applicable law

The place of fulfilment and the sole place of jurisdiction is Baden. These general terms and conditions are subject to Swiss law.


9. Final provisions

Any changes or modifications to these general terms and conditions and to this provision are only valid if they have been made in writing, for which purpose notification by email on the part of SemioticTransfer is sufficient. Verbal agreements require written confirmation by SemioticTransfer, without which they are not valid.

If one or more provision(s) of these general terms and conditions becomes invalid, the other provisions nevertheless remain in force. The invalid provision shall be replaced by one which comes closest to the provision intended by the parties in its economic and other effects.