These General Terms & Conditions (GTC) constitute part of every contract between freelancers (hereinafter Suppliers) and SemioticTransfer AG (hereinafter SemioticTransfer).
2. Assignment of order – client protection
Once the Supplier has accepted the order, he confirms his agreement to this GTC. The Supplier and SemioticTransfer conclude a service agreement. Under the terms of this service agreement, the Supplier undertakes to work and provide the translation 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 client and the Supplier. For as long as the Supplier works for SemioticTransfer and for a period of two years after the termination of the working relationship with SemioticTransfer, the Supplier undertakes to refrain from working, either directly or indirectly, for clients with whom he worked as part of his contractual working relationship with SemioticTransfer, for his own account, or 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 his obligation to adhere to the non-competition clause.
3. Delivery deadline and liability
The Supplier absolutely has to meet the agreed deadline. The agreed deadline between SemioticTransfer and the Supplier is considered the due date. If the Supplier does not meet the due date, he is in arrears without a reminder. If there is a delay, SemioticTransfer is to be informed immediately in writing. If an order cannot be fulfilled completely, all of the documents are to be returned to SemioticTransfer without delay.
If the delivered services do not significantly correspond to the agreed volume, 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 his own expense or reduce the Supplier’s remuneration by the reduced value. This does not exclude a further claim for damages.
The Supplier is responsible to SemioticTransfer for any possible accidental loss of the translation until the work is submitted.
Calculations are based on unit prices (standard line, word, graphic, page). Hourly or flat rates are possible in exceptional cases. In principle, the word – line – or page number of the original text is decisive. On agreement, the target text can be stipulated as the price basis. When CAT tools (Trados, Across) are used, the price is always based on the word count in the original text (the ‘source text’).
Counting is automatic within the relevant program (WinWord, PowerPoint, Indesign, Across, Trados, etc.). The supplier draws up a detailed monthly invoice stating project number and unit prices.
Invoices are to be made out to:
and by e-mail to email@example.com. The cost of transfer of data as well as for the entire procurement of documents and their availability must be included by the supplier in the offer.
The remuneration agreement results from the compensation which SemioticTransfer confirms to the supplier by e-mail. Should the supplier not agree he must contest this within one working day prior to the commencement of work. If no agreement can be reached, the individual order is then considered cancelled. Individual orders are considered accepted if they have not been contested within the stipulated deadline.
The Supplier undertakes to keep strictly confidential all knowledge as well as documents and other confidential trade, business and customer information which comes to his attention in connection with his activity; to only use them in the interests of SemioticTransfer and under no circumstances to reveal them to a third party. The obligation of secrecy continues even after the order has been completed.
If the Supplier violates his obligation of non-disclosure, he has to compensate SemioticTransfer for any damages arising out of such violation. If the Supplier violates his obligation of non-disclosure, he is further 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.
SemioticTransfer is exclusively entitled to all intellectual property right as well as copyright to the output created by the Supplier in carrying out his business activity and in the fulfilment of the contractual obligations or which he collaborates on. All output by the Supplier (also ideas, drafts, sketches, also in parts, etc.) belongs to SemioticTransfer. The supplier relinquishes without reservation and time and with no limitation on subject matter or geographical location all intangible property (including copyright, which also incorporate the partial rights such as alterations, revision and translation rights) to SemioticTransfer provided these do not already belong to the latter by law or based on the contractual relationship. The Supplier undertakes to refrain from using these rights in any way for himself or a third party or from assigning them to a third party. The Supplier expressly waives the right to be named as author (originator). All claims on the part of the Supplier are settled with the full payment of his remuneration invoice.
7. Prohibition for set-off and assignment
The supplier is not entitled to offset counter-claims with claims from SemioticTransfer or to assign them or to transfer other rights out of the contractual relationship with SemioticTransfer to a third party.
8. Place of performance – Place of jurisdiction – Applicable Law
Place of performance as well as exclusive place of jurisdiction is Baden (Switzerland). These General Terms and Conditions are subject to Swiss law.
9. Final provisions
Changes and supplements to these General Terms and Conditions as well as this provision regarding form require the written form for their validity; whereby the notification by e-mail on the part of SemioticTransfer is sufficient. For their validity, verbal agreements require the written confirmation by SemioticTransfer.
If one or more of the aforementioned provisions of these General Terms and Conditions become invalid, the other provisions nevertheless remain in force. The invalid provision is replaced by one which comes closest to the business meaning and other impacts intended by the parties.