General Terms and Conditions of InvaTrans GmbH

§ 1 Scope of the General Terms and Conditions
§ 2 Conclusion of the Contract
§ 3 Calculation basis
§ 4 Scope of performance
§ 5 Warranty and subsequent rework
§ 6 Transcription of  other, non-Latin languages into the Latin alphabet
§ 7 Liability / Limitation of liability
§ 8 Confidentiality obligation
§ 9 Cancellation of the order / Delivery stop
§ 10 Redemption of coupons
§ 11 Intellectual property
§ 12 Archiving of documents
§ 13 No-enticement provision
§ 14 Place of performance and place of jurisdiction
§ 15 Final provisions

§ 1 Scope of the General Terms and Conditions

1. InvaTrans operates as a direct specialist translation service and has a worldwide network of specialist translators. The translations are made by specialist translators who work on a freelance basis. The contractual relationship exclusively exists with InvaTrans. There is no direct contractual relationship with the translator.
2. These General Terms and Conditions are valid for all services of InvaTrans. By placing an order the customer accepts these General Terms and Conditions.
3. InvaTrans is entitled at any time to change or complement these General Terms and Conditions.
4. Any deviations from these General Terms and Conditions, side agreements, assurances and other agreements as well as changes and complements of the contract are only legally effective if they are made in writing and confirmed by InvaTrans.
    

§ 2 Conclusion of the Contract

1. Due to the information provided by the customer, InvaTrans makes a non-binding offer. The General Terms and Conditions are only deemed as accepted when the customer sends the order confirmation in writing (e-mail or fax) and the order is forwarded to be processed.
2. Basically, the contractual delivery time starts when the contract is concluded. The indicated delivery time, however, always refers to workdays. If orders are placed outside the office hours (Monday to Friday, 8:00 h to 18:00 h) InvaTrans shall be entitled to extend the delivery time correspondingly. If there is an unexpected delay or more time is needed for completing the order, respectively, the customer will be informed about the new possible delivery time via his online order confirmation.

§ 3 Calculation basis

1. The calculation of the text volume and the related price calculation are made electronically. If it turns out afterwards that the automatic calculation of the text volume to be translated could not be made exactly due to technical reasons (e.g. the text to be translated contains text fields which are not recognised as text to be translated by the respective software or a format is used which cannot be counted correctly online in all cases such as pdf or .xls format), InvaTrans shall be entitled to adapt the price of the translation to the actual volume of text.
2. The prices for translations are normally based on a rate per word or standard line. A standard line consists of 55 charakters including spaces. The decisive factor for the calculation of the text volume is the source text. Further services such as proofreading, editing, linguistic adaption, revision, etc. are charged on an hourly rate.
3. As far as graphic formats are concerned (InDesign FrameMaker, etc.), only the visible text is counted as text volume. The customer has to indicate texts on hidden or undisclosed levels, etc. which are not visible at first glance when the order is placed – otherwise those texts will not be considered.

§ 4 Scope of performance

1. InvaTrans is obliged to perform its service in such a manner that the text to be translated ordered by the customer will not be changed with respect to content and not be cut or complemented. It shall be translated into the requested language in an appropriate and professional way. InvaTrans ensures that according to the generally valid quality standards of the translation industry the source text will be translated literally or with implied meaning, respectively, as well as in an adequate way with respect to the corresponding mentality.
2. Individual special terminology (corporate wording) used and stored by the customer will be considered when the translation is made if it is fully provided by the customer when the order is placed. Otherwise, subject-specific terms according to the common quality standards or as commonly used, respectively, are used for the translation.
3. In order to take terminology into account, the client may also send us old translations including the corresponding source text. However, this can only be taken into account free of charge if it can be automatically input into a CAT tool and a translation memory can be created from it.
4. The customer must inform InvaTrans BEFORE the order is placed for which country the translated text is required.  InvaTrans will then provide a localised translation, e.g. translation for French-speaking Switzerland with CH-French by a French-speaking Swiss OR US-English for America, which will then be translated by an American. If no localisation is communicated to InvaTrans, the order will be translated by a standard translator.
5. If the customer places the order and sends document types which can be directly processed by the translator such as Office files (Word, Excel, PowerPoint, TXT), he will get them back completely formatted in the same document type. Graphics, blocked text elements, etc. in the document are excluded from this regulation. However, if the text is transferred in a format which cannot be processed directly such as PDF, images, texts sent by mail in paper form, websites (HTML, etc.), the translated text will be sent back roughly formatted as Word file. Direct processing of graphic files such as InDesign, FrameMaker, etc. can, however, be agreed upon in advance. In this case the translated and completely formatted text will then be integrated into the layout by a graphic designer. Please note that this service requires an extra charge.
6. If the document to be translated contains images with text or captions which the customer wants to be translated, this must be explicitly agreed upon when the order is placed. Otherwise, the order includes only the translation of the normal text in a document. The price calculator on the homepage of InvaTrans calculates only texts. Images which contain texts to be translated must be calculated subsequently.
    

§ 5 Warranty and subsequent rework

1. InvaTrans guarantees to render its services in such a way that they have the characteristics as promised and are not faulty so that they might not lose or diminish their value or suitability with respect to their usual or presumed contractual use.
2. The customer shall inform InvaTrans or send its complaint, respectively, about possible faults immediately or within one week after delivery of the service at the latest in writing indicating the faults. The complaint shall include clear comments regarding the wrong passages or terms and should be based on convincing examples. The translation is deemed as delivered in conformity with the contract if no complaint has been made.
3. If the complaint is deemed to be justified, the customer will grant InvaTrans an appropriate time to rework the translation free of charge. However, there is no right to insist on reworking if the deviations were caused by faulty or incomplete information or source texts which were changed after the placement of the order.
    

§ 6 Transcription of  other, non-Latin languages into the Latin alphabet

1. As there are more than one spellings for proper names in the Latin alphabet when other non-Latin languages are transcribed (e.g. Cyrillic, Asian, Greek, etc.) such as Meier, Mayer, Maier, etc., the customer shall notify the project manager about the correct spelling or send him a copy of the passport/ID card whenever proper names occur in the text.
    

§ 7 Liability / Limitation of liability

1. InvaTrans shall be liable for damage which occurred evidently through faulty execution of the order directly by InvaTrans up to the amount of the order value or up to the maximum amount of the liability insurance.
2. Claims for damages towards InvaTrans arising from the contract, fault upon conclusion of the contract, positive breach of contract as well as delay are excluded unless there is wilful intent or gross negligence. Liability for auxiliaries is excluded in any case.
3. Performance failure or performance delays due to unexpected problems/events, additional efforts or force majeure, accident/illness of the translator as well as failure of communication networks (networks, internet provider, e-mail server, telephone, etc.) or late service of mail (national and international) are excluded from the liability of InvaTrans.
    

§ 8 Confidentiality obligation

1. All orders as well as business secrets which have become known are kept confidential by InvaTrans and all possible third-parties that are entrusted with the execution of orders by InvaTrans. This confidentiality obligation also exists beyond the duration of the cooperation.
    

§ 9 Cancellation of the order / Delivery stop

1. All orders placed with InvaTrans (translation, proofreading, editing, etc.) can be cancelled at any time by the customer. The customer shall bear the cost arisen up to the point of time the order is cancelled, however at least 50% of the order value.
2. InvaTrans reserves the right to retain an order if a customer has not settled one or more outstanding invoice(s) despite several reminders. However, the customer shall be notified in time so that he has the opportunity to settle the outstanding debt so that the actual time of delivery can be kept.

§ 10 Redemption of coupons

1. Coupons can be redeemed any time a new order is placed. The corresponding number of the coupon shall be indicated.
2. Due to our system the number of the coupon must always be indicated before the order is placed.  The number of the coupon cannot be considered if the order is already processed or completed.
3. Coupons cannot be accumulated, i.e. only one coupon per order can be redeemed.
4. The number of the coupon is designated for one certain company and cannot be transferred.
5. As a rule, coupons are valid for one year after the date of issue – unless the coupons were distributed in a marketing campaign with a limited period of time (in this case the date the coupon expires is printed on the coupon).
    

§ 11 Intellectual property

1. As a matter of law, all translations shall remain the property of InvaTrans until full payment of the order has been made. The transfer of property is effected as soon as the invoice has been fully settled.
    

§ 12 Archiving of documents

1. Documents provided by the customer as help (reference material) for the translation shall be returned immediately and without request after completion or cancellation of the order. The texts received in the scope of the order  (source texts) as well as the completed translation are stored by InvaTrans in electronic form for archiving purposes. The deletion of these data shall only be made upon explicit request of the customer.
    

§ 13 No-enticement provision

1. The customer shall be obliged not to recruit translators or service providers working for InvaTrans (this also applies for external translators). This provision is valid for the duration of the cooperation and for up to 12 months after termination of the cooperation. In the event of an infringement of this provision, the customer shall pay a contractual penalty of CHF 20,000.00.
    

§ 14 Place of performance and place of jurisdiction

1. Place of performance and place of jurisdiction is St.Gallen/Switzerland.
    

§ 15 Final provisions

1. Ineffective or void provisions shall be replaced by corresponding legal provisions and shall not affect the effectiveness of all other provisions.  The same applies in case of omission of a provision.