1 September 2020
Amended on 9 June 2023
ARTICLE 1: DEFINITIONS
The following definitions apply to these General Terms and Conditions (hereinafter: GTCs):
Traducta SA: Public limited company with a share capital of CHF 100,000, registered in the Commercial Register of the Canton of Vaud and having its registered office at Avenue Charles-Ferdinand-Ramuz 99, 1009 Pully (hereinafter: TRADUCTA SWITZERLAND).
Customer: the legal entity or natural person with whom TRADUCTA SWITZERLAND concludes a contract for the provision of translation, interpreting, interpreting by telephone or videoconferencing, voice dubbing, subtitling or transcriptions of audio files.
Service(s) / Provision of service(s): translation, interpreting, interpreting by telephone or by videoconference, voice dubbing (voice-over and voice off-screen), subtitling and transcriptions of audio files offered by TRADUCTA SWITZERLAND to the Customer as part of an offer or a contract concluded between TRADUCTA SWITZERLAND and the Customer.
Contract: the contract concluded between TRADUCTA SWITZERLAND and the Customer, the purpose of which is the provision, by TRADUCTA SWITZERLAND, of translation, interpreting, interpreting by telephone or videoconferencing, voice dubbing, subtitling or transcriptions of audio files in return for a price to be paid by the Customer.
ARTICLE 2: SCOPE OF APPLICATION
These GTCs form the sole basis of the relationship between the parties. They can be viewed on the TRADUCTA SWITZERLAND website: www.traducta.ch
Their purpose is to define the conditions under which TRADUCTA SWITZERLAND provides the Services to the Customer who requests them, via the internet site www.traducta.ch by electronic mail or via a paper medium sent directly to TRADUCTA SWITZERLAND.
The Customer declares that it has read these GTCs and has accepted them prior to the implementation of the order procedure. It also acknowledges having the required authority to contract and acquire the Services offered by TRADUCTA SWITZERLAND.
These GTCs apply in their entirety, and in particular without restriction or reservation, to all Services rendered by TRADUCTA SWITZERLAND to Customers, regardless of any clauses that may appear in the Customer's documents, and in particular its general terms and conditions of purchase.
If any provision of these GTCs is deemed invalid, the remaining provisions shall still apply. Additionally, it is important to note that these GTCs are subject to potential future amendments. In this case, TRADUCTA SWITZERLAND will inform the Customer in writing at least one month before the amendment takes effect. Unless the Customer objects in writing within two weeks of the date on which the written notification is sent, the Customer is deemed to have tacitly accepted the amendment.
ARTICLE 3: ORDERS AND CONCLUSION OF THE CONTRACT
The transmission of information to the Customer - as defined in the following sentence - by TRADUCTA SWITZERLAND, either orally or in writing, does not constitute an offer within the meaning of Article 4 et seq. of the Swiss Code of Obligations. Offers are understood to mean in particular the transmission or communication to the Customer by TRADUCTA SWITZERLAND in writing or orally of appendixes, such as price lists, brochures and other information relating to the Services.
The Customer selects the Services it wishes to order. It should be emphasized that the choice and purchase of a Service is the sole responsibility of the Customer. It is therefore the Customer's responsibility to check the accuracy of the order before sending it in writing to TRADUCTA SWITZERLAND by e-mail, fax or post.
The Contract between the Customer and TRADUCTA SWITZERLAND is only deemed to be complete within the meaning of Article 1 of the Code of Obligations once TRADUCTA SWITZERLAND has drawn up a quotation and has expressly accepted said quotation by the Customer by means of an order form. The Customer will also be required to pay a deposit to TRADUCTA SWITZERLAND. The down payment requested from the Customer may under no circumstances be qualified as a deposit within the meaning of Article 158 of the Code of Obligations.
The quotation is valid for 30 calendar days, unless otherwise specified on the quotation. In accordance with the terms specified in Article 6 of these GTCs, the quotation shall indicate the amount of the down payment to be paid by the Customer, the deadline for completion and the terms of delivery. It is expressly stated that the Customer who has not confirmed the order according to the terms of TRADUCTA SWITZERLAND's quotation, cannot demand from TRADUCTA SWITZERLAND any performance of the Services, which are the subject of the quotation. Furthermore, a quotation which is not confirmed by the Customer within 48 hours of its date of issue by TRADUCTA SWITZERLAND may require an adjustment to the period for the performance of the Service, without the modification of the period giving rise to the payment of any compensation whatsoever by TRADUCTA SWITZERLAND.
ARTICLE 4: CONDITIONS FOR REIMBURSEMENT OF THE DOWN PAYMENT PAID ON CONFIRMATION OF THE ORDER
Any order confirmed by the Customer in the form and under the conditions expressly set out in Article 3 of these GTCs shall give rise to full payment for the Services under the conditions set out in Article 5 of these GTCs, without the Customer being able to retract or cancel the order and demand in particular reimbursement of the down payment paid when the order was confirmed.
In the event that, at the time of confirmation of the order by the Customer in the forms and conditions expressly provided for in Article 3 of these GTCs, TRADUCTA SWITZERLAND is no longer able to provide the Services in accordance with the quotation communicated to and accepted by the Customer, it will:
- first offer the Customer a new quotation, which the Customer is free to accept or refuse.
- second, and only in the event that the Customer refuses the new quotation, immediately reimburse the downpayment paid by the Customer, without the Customer being able to claim any damages or additional compensation.
ARTICLE 5: RATES
The Services are provided at TRADUCTA SWITZERLAND's rates in force on the day of the placing of the order, in accordance with the quotation previously drawn up by TRADUCTA SWITZERLAND and accepted by the Customer under the conditions set out in Article 3 of these GTCs. Prices are expressed in Swiss Francs (CHF) and include VAT. An invoice is drawn up by TRADUCTA SWITZERLAND and given to the Customer when the ordered Services are provided. TRADUCTA SWITZERLAND reserves the right to modify the agreed prices at any time prior to the conclusion of the Contract.
The agreed prices may also be modified at any time during the performance of the Contract if the Customer modifies the order placed. Until the Contract has been fully executed, TRADUCTA SWITZERLAND is entitled to increase the agreed prices.
ARTICLE 6: TERMS OF PAYMENT FOR SERVICES
In accordance with Articles 3 and 5 of these GTCs, the price of the Services is established on the basis of a quotation. A down payment on the total price of the Services may be requested when the order is confirmed, and the balance is due before the start of the Service. Unless otherwise agreed, the Customer must have paid the full price of the Services before the start of the provision of the Services and at the latest on the day scheduled for the provision of the said Services. If the Services have not been paid in full by the date of their provision, the down payment will be deemed to have been definitively acquired by TRADUCTA SWITZERLAND. Furthermore, TRADUCTA SWITZERLAND reserves the right not to provide the Services and to demand payment of the entirety of the Provision by any legal means.
Any delay in payment automatically entails the application of late payment penalties equal to 2 times the legal interest rate and reminder costs of CHF 50 per reminder. If the collection costs incurred exceed the amount of this fixed compensation, TRADUCTA SWITZERLAND may request additional compensation after provision of supporting documents.
ARTICLE 7: PERFORMANCE OF THE CONTRACT
All orders are accepted and executed exclusively by TRADUCTA SWITZERLAND, even if it is expressly or implicitly intended that an order be executed by a specific person within TRADUCTA SWITZERLAND. After conclusion of the Contract, TRADUCTA SWITZERLAND will carry out the translation work in accordance with the specifications agreed with the Customer under the Contract.
The Customer shall do everything reasonably necessary and desirable to enable the Contract to be performed correctly and on time.
This also implies complying with TRADUCTA SWITZERLAND's requests for additional information with a view to the proper performance of the Contract.
TRADUCTA SWITZERLAND is authorised, for the purposes of proper performance of the Contract, to have the work carried out by third parties.
ARTICLE 8: AMENDMENTS TO THE CONTRACT AND ADDITIONAL WORK REQUIRED BY THE CUSTOMER
Supplementary agreements or subsequent modifications as well as concessions made verbally by TRADUCTA SWITZERLAND staff are only binding on the latter from the moment they are confirmed in writing by TRADUCTA SWITZERLAND by e-mail, fax or post. In the same way, the possible modifications of the order by the Customer will only be able to be taken into account by TRADUCTA SWITZERLAND within the limits of its possibilities. In the event that TRADUCTA SWITZERLAND takes into account the modifications requested by the Customer, the latter will give rise to the drawing up of a new quotation and a price adjustment. In such a situation, the Customer will be bound by the adjusted price. It is expressly stated that, depending on the state of progress of the work or in the event that it is impossible to comply with the modification requests submitted by the Customer after the conclusion of the Contract, TRADUCTA SWITZERLAND may not proceed with the modifications requested by the Customer.
In this case, TRADUCTA SWITZERLAND is entitled to terminate the Contract, without being liable to the Customer for any damages or compensation whatsoever.
In such a case, the downpayment paid by the Customer remains the property of TRADUCTA SWITZERLAND, which may also invoice the Customer a pro-rata sum according to the number of words already translated.
ARTICLE 9: SPECIAL TERMS AND CONDITIONS
9.1 Use of technical and specific vocabulary
The Customer is expressly informed that translators and interpreters are not technicians with a command of the specific vocabulary required in the field(s) of activity in which the service is requested.
As a result, TRADUCTA SWITZERLAND does not guarantee mastery of the technical vocabulary and jargon specific to the Customer's sector of activity when providing the Services.
In this context, the Customer shall voluntarily communicate to TRADUCTA SWITZERLAND, at least eight (8) days prior to the commencement of the provision of the Services, all the documentation necessary for the efficient provision of the Services. This necessary documentation includes in particular the technical glossary and the specific vocabulary used in the field of expertise concerned by the provision of the Services.
If the Customer fails to provide a glossary at least 8 days before the start of the Services, it is common practice for the translator and/or interpreter to use standardised technical terms, which cannot be held against them.
9.2 Types of interpreting services
Several types of interpretation are available to the Customer:
Liaison or consecutive interpreting: the interpreter's job is to liaise between two parties who do not speak the same language. The speaker(s) must stop to give the interpreter time to translate the content of the conversation. This technique is used in business meetings, training sessions and coaching sessions, both face-to-face and over the telephone or remotely.
Simultaneous interpreting (in a booth): the interpreter works in a soundproof booth with at least one second interpreter, because continuous working time is limited to 20 minutes and the interpreters have to take turns.
The speaker speaks into a microphone connected to the interpreter, who has an earpiece and instantly reproduces the content of the speech into a microphone. The content of this speech is sent back to the audience's headphones in the language concerned.
9.3 Interpreting services provided online
Interpreting, whether by telephone or videoconference, is charged on a per-hour basis.
Any period started will be invoiced in full.
Remote interpreting services are provided by appointment. Invoicing starts at the exact time of the appointment. However, appointments cancelled at least 48 hours in advance will not be invoiced.
The first tariff band will be charged :
- Any appointment that has not been cancelled 24 hours in advance
- Any appointment that the Customer fails to keep
In the context of the provision of Interpreting Services, if the Customer requests the recording of conversations, it must first inform the participants in the conversation and obtain their agreement. TRADUCTA SWITZERLAND will only make this recording for the purposes of transcription and after having received confirmation from the Customer that it has received the agreement of each of the participants. TRADUCTA SWITZERLAND accepts no responsibility for the proper authorisation of each of the participants. In order to comply with the regulations on the protection of personal data, TRADUCTA SWITZERLAND will not communicate the recording to the Customer and will destroy it once the translation has been delivered to the Customer.
Furthermore, the Customer is hereby informed that it cannot refuse an interpreter on the grounds of his/her accent, provided that the interpreter has a good command of the languages required for the provision of Services.
TRADUCTA SWITZERLAND cannot be held responsible for poor-quality telephone connections or the conference line system for interpreting by telephone or video-conferencing using a telephone or online operator (Zoom, Microsoft Teams or equivalent). Consequently, TRADUCTA SWITZERLAND cannot be held responsible for line cuts or other interruptions.
9.4 On-site interpreting services
a. Costs associated with the performance of the Services
Unless otherwise agreed, all costs incurred in getting to the venue remain at the Customer's expense and will be invoiced at cost (air, rail, taxi, accommodation, meals, etc.).
The Customer shall pay them upon receipt on first presentation of the supporting documents.
b. Hours for the provision of the Services
Lunch or dinner times, if included in the times when the Services are provided, are taken into account in the actual times when the Services are provided.
More specifically, where an interpreter is required, as part of the provision of the Services, to have lunch or dinner with the Customer, this lunch or dinner time will be considered as actual time spent providing the Service. On request, the Customer must sign the interpreter's attendance sheet.
c. Insurance for the Customer against the risks associated with the provision of the Services
The Customer declares that it is insured against the risks relating to the provision of the Services.
In particular, this insurance must cover the interpreter against the risk of accident on the assignment site for the duration of the assignment, any damage to his/her physical integrity, civil liability, etc.
d. Damage to or loss of interpreting equipment made available to the Customer
If interpreting equipment (such as booths, microphones, headphones, etc.) is made available to the Customer, the latter remains entirely responsible for it from the time it is delivered until it is collected. Any damage or loss will be invoiced at the cost established by TRADUCTA SWITZERLAND, which rents the equipment.
e. Extension of the deadline for the provision of Services by the Customer
In the event that the deadline for providing the Services is extended due to circumstances for which the Customer is responsible, the Customer shall bear the resulting consequences.
These consequences include
- payment for overtime consumed in providing the Services at the rate stated in the quotation accepted by the Customer.
- reimbursement, on first presentation of the relevant receipts of the interpreter's transport costs (plane or train tickets) that result from the extension of the deadline for providing the Services.
- reimbursement, on first presentation of the relevant receipts of the interpreter's subsistence expenses and fees if the interpreter is obliged to remain at the place of assignment because of the extension of the deadline for providing the Services.
f. Customer dissatisfaction and complaints
A customer may not refuse an interpreter on the grounds that he/ she has a foreign accent, provided that the interpreter has a good command of the languages required for the provision of Services.
If an interpreter does not satisfy the Customer, the latter must inform TRADUCTA SWITZERLAND within 4 hours of the start of the provision of the Services.
In such a situation, TRADUCTA SWITZERLAND shall do its utmost to replace the said interpreter, subject to the availability of replacements.
The impossibility of proceeding with the replacement of the interpreter refused by the Customer due to the absence of an available replacement is assimilated to a case of force majeure. TRADUCTA SWITZERLAND shall not be liable to compensate for any inconvenience caused by this express case of force majeure.
In any event, TRADUCTA SWITZERLAND's liability is strictly limited to the Services provided. As a result, the amount of TRADUCTA SWITZERLAND's liability is limited to the amount of the invoice or to the amount estimated by the insurance company covering its liability.
In general, TRADUCTA SWITZERLAND's liability is limited to fraud and gross negligence. The Customer's complaint concerning an Interpretation Service must be notified to TRADUCTA SWITZERLAND within 5 days of its completion by e-mail, fax or letter. The complaint shall specify in a detailed, clear, unambiguous manner and with concrete and verifiable elements the reasons that led the Customer not to accept the Interpreter's Service.
g. Inability to provide the Service
TRADUCTA SWITZERLAND cannot be held responsible for delays or absences of the interpreter due to circumstances beyond its control, such as delays by rail, land or air carriers, traffic accidents, traffic slowdowns due to strikes or demonstrations or any other events beyond its control.
In the event of the interpreter's total absence during delivery due to force majeure, 50% of the fees and expenses shall be borne by the Customer.
In the event of unforeseen illness justified by a medical certificate issued by a doctor before or during the provision of 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 shall be deemed to be force majeure.
In this respect, TRADUCTA SWITZERLAND cannot be held liable for compensating any inconvenience caused by this case of force majeure.
Nevertheless, the provision of the Services will not give rise to invoicing for the part not carried out. On the other hand, the Customer will be invoiced for any equipment hire and travel expenses incurred.
9.5 Voice dubbing services
In the case of voice dubbing Services, the prices shown on the quotation are based on the information provided by the Customer, i.e., the length of the original file, the number of characters of the text, the type of voice, the languages and processing of the audio file. TRADUCTA SWITZERLAND's Services are for free use on any medium without any time limit, unless otherwise stated in the quotation, and for use on public media such as terrestrial radio, internet or television.
TRADUCTA SWITZERLAND reserves the right to revise the quotation if certain operations have not been foreseen or if the Customer makes authorial changes.
For each order, the Customer validates a voice. If, after the file has been returned, the Customer is no longer satisfied with this voice, the invoice amount will still be due. A new quotation will be drawn up for a new recording.
If the Customer requests the integration of sound media such as music or other, it must ensure that it respects the rights of the rights holders, particularly SUISA, authors, publishers or composers. TRADUCTA SWITZERLAND can never be held liable in this respect.
The order will only be accepted after receipt of the signed quotation accompanied by the order if this is necessary in its structure and, if required, accompanied by a down payment.
Delivery is mainly by e-mail with an MP3 or MP4 file, unless otherwise specified on the quotation.
ARTICLE 10: LIABILITY OF TRADUCTA SWITZERLAND - COMPLAINTS PROCEDURE
TRADUCTA SWITZERLAND is committed to providing Services that meet a high standard of quality.
Any complaint regarding the quality of the Services must be notified by registered letter with acknowledgement of receipt within 5 days of the date on which the Service was provided.
TRADUCTA SWITZERLAND shall deal with each complaint within a maximum of 30 days.
The Customer's letter of complaint must set out its arguments, and concrete and verifiable elements must be produced in support of them. No complaint may be the subject of a refusal to pay for the Services and no compensation may be claimed from TRADUCTA SWITZERLAND. TRADUCTA SWITZERLAND's liability is strictly limited to the Services provided.
As a result, TRADUCTA SWITZERLAND's liability is limited to the invoiced amount or to the amount estimated by the insurance company covering its liability.
ARTICLE 11: INTELLECTUAL PROPERTY
TRADUCTA SWITZERLAND's intellectual property rights relating to the Services carried out for the Customer are the exclusive property of TRADUCTA SWITZERLAND. TRADUCTA SWITZERLAND remains the owner of the rights of use until the invoice has been paid in full and the Customer may not use the Service before the invoice has been paid in full. Once the Service has been paid in full, the Customer may use and/or exploit these intellectual property rights on the Service under the conditions set out in the quotation: either the rights are free to use, on any medium and for any length of time, or they are restricted.
ARTICLE 12: FORCE MAJEURE
Any impossibility of carrying out one of the services accepted by TRADUCTA SWITZERLAND due to a case of force majeure cannot be attributed to TRADUCTA SWITZERLAND, which cannot be held liable.
The following events are deemed to constitute force majeure, without this list being exhaustive:
- Power cuts and/or interruptions to the Internet network between the customer and the translator or interpreter, whatever the cause, as well as any communication problems between the customer and the translator or interpreter.
- Inability to use the equipment required to provide the service.
- Problems with transporting the interpreter.
- Unexpected illness of the translator or interpreter justified by a medical certificate issued before or during the provision of the Services.
- Health situation linked to Covid or similar contamination.
ARTICLE 13: CONFIDENTIALITY
TRADUCTA SWITZERLAND shall keep confidential all the documents entrusted to it as well as the content of the remarks made during the provision of the Services.
TRADUCTA SWITZERLAND shall obtain the same commitment from its translators, interpreters, dubbers or any other person who has performed a Service or participated in the Service.
ARTICLE 14: PERSONAL DATA
TRADUCTA SWITZERLAND collects and stores the personal data transmitted by its Customers in a secure manner thanks to IT and physical security measures. The data are kept in files that can only be accessed by TRADUCTA SWITZERLAND employees and the IT service provider appointed by TRADUCTA SWITZERLAND.
By contacting TRADUCTA SWITZERLAND, even for a simple request for Services, Clients and visitors to the www.traducta.ch site and other sites of TRADUCTA SWITZERLAND or of the OPTILINGUA group accept that their email address, surname and first name and information relating to the Services requested be recorded by TRADUCTA SWITZERLAND. These data are used to send, first, the quotation, information and updates relating to the order and, second, occasional information on TRADUCTA SWITZERLAND's language services. These data may be communicated to any TRADUCTA SWITZERLAND partners responsible for the execution, processing, management or payment of orders. They are never communicated to a third party for advertising purposes.
Data subjects may unsubscribe or have their data deleted or rectified at any time at the following address: info@traducta.ch.
TRADUCTA SWITZERLAND will inform the data subjects of any security breach and the measures taken to remedy it within 30 days of its occurrence.
Data are kept for 3 years plus the current year. If at the end of this period no business relationship is recorded, the data will be automatically deleted from the servers.
The data are stored in an external data centre located in a member country of the European Union, in compliance with regulations on the protection of personal data.
ARTICLE 15: DISCLAIMER RELATING TO THE USE OF MEANS OF COMMUNICATION AND COMPUTER INFRASTRUCTURES
The Customer assumes all risks resulting from the use of means of communication in its dealings with TRADUCTA SWITZERLAND. In particular, it assumes the risks that its communications cannot be transmitted or are transmitted late or that third parties become aware of the contractual relationship - and its content - between the Customer and TRADUCTA SWITZERLAND.
The Customer accepts that all correspondence may be transmitted by unencrypted electronic mail, knowing that this means does not offer all guarantees of confidentiality. In this respect, the Customer takes note of the fact that electronic communications use an unsecured Internet network and that the identity of the Customer and that of TRADUCTA SWITZERLAND, as well as the content of exchanges, cannot be kept secret. Furthermore, the flow of data - encrypted or not - between the Customer and TRADUCTA SWITZERLAND may allow third parties to infer the existence of contractual relations between the Customer and TRADUCTA SWITZERLAND.
It is the Customer's responsibility to take all necessary measures to prevent unauthorised third parties from gaining access to the IT infrastructure it uses to communicate with TRADUCTA SWITZERLAND.
Except in the case of gross negligence, TRADUCTA SWITZERLAND cannot be held liable for any loss that the Customer may suffer as a result of the risks mentioned in this Article.
ARTICLE 16: APPLICABLE LAW - LANGUAGE
These GTCs and any transactions arising from them are governed by and subject to Swiss law.
These GTCs are drawn up in French.
If they are translated into one or more foreign languages, only the French text shall prevail in the event of dispute.
ARTICLE 17: GENERAL TERMS AND CONDITIONS BY CATEGORY
The information contained in TRADUCTA SWITZERLAND's catalogues, prospectuses and price lists is given for information only and may be revised at any time.
TRADUCTA SWITZERLAND is entitled to make any changes it deems necessary.
TRADUCTA SWITZERLAND may also draw up Categorical General Terms and Conditions which derogate from these GTCs, depending on the type of Customer in question.
ARTICLE 18: NON-INVOCABILITY OF THE CUSTOMER'S GENERAL TERMS AND CONDITIONS OF PURCHASE
These GTCs are expressly approved and accepted by the Customer, who declares and acknowledges having perfect knowledge of them, and thereby waives the right to rely on any possible contradictory document and, in particular, its own general terms and conditions of purchase, which will be unenforceable against TRADUCTA SWITZERLAND, even if TRADUCTA SWITZERLAND has been made aware of them.
ARTICLE 19: NO OFFSETTING OF NON-RECIPROCAL CLAIMS OR DEBTS
Except with the express, prior and written agreement of TRADUCTA SWITZERLAND, and provided that the reciprocal claims and debts are certain, liquid and due, no offsetting can be validly carried out by the Customer between possible claims linked to the supply of the ordered Services, on the one hand, and the sums owed by the Customer to TRADUCTA SWITZERLAND, on the other hand.
ARTICLE 20: DISPUTES
All disputes to which the purchase and sale operations concluded in application of these GTCs could give rise, concerning both their validity, their interpretation, their execution, their cancellation, their consequences and their follow-up, and which could not be resolved between TRADUCTA SWITZERLAND and the Customer, will be exclusively submitted to the ordinary courts of the Canton of Vaud (Switzerland).