CrossCultural

CrossCultural – General Terms and Conditions for Language Services          

(version: 07.12.2010)

1. Scope of the General Terms and Conditions
1.1 CrossCultural Nadja Scherrer (herein henceforth called CrossCultural) offers the customer language and culture services (translation, proofreading, interpreting and intercultural consulting) under the following General Terms and Conditions.
1.2 CrossCultural expressly puts on record that any existing, deviating terms and conditions of the client shall not be approved.

2. Conclusion of a contract 
The contract between the customer and CrossCultural shall come into existence only on an instruction by the customer and its acceptance by CrossCultural in which CrossCultural
a) sends the customer the mandate (contract) in writing signed by CrossCultural and it is returned countersigned or
b) sends the customer the order confirmation signed by CrossCultural.

3. Standard of care
3.1 Within the framework of its services, CrossCultural shall meet the standard of care that are generally applicable in the sector and that are to be taken into account because of the specific circumstances of the individual case. The services comply with the recognised state of knowledge in professional practice in the relevant specialist area and/or languages. Texts to be translated shall be rendered appropriately in the required language without abbreviations, additions or other content changes being carried out. Translation shall be carried out subject to meaning and not literal translation in order to comply with the peculiarities and quality standards of the corresponding language areas taking into consideration the meaning of the original text.  3.2 Individual specialist terminology of the customer shall only be taken into consideration if this is expressly agreed and corresponding appropriate documents (e.g. in the form of terminology lists) are provided by the customer before the order. 

4. Implementations by third parties
For the provision of all services, CrossCultural may use qualified third parties (in particular freelances). Contact between the customer and a third party commissioned by CrossCultural shall only be permitted with the consent of CrossCultural. The business relationship only exists between the customer and CrossCultural. 

5. Delivery of services
5.1 The service ordered shall be delivered to the client in accordance with the details in the order form. 
5.2 Delivery dates are only binding if they have been confirmed by CrossCultural in writing.
5.3 A delivery is considered to have been carried out if the translation has been sent back to the customer.
5.4 Other forms of dispatch shall take place only on the basis of prior express agreement. Any dispatch costs are to be borne by the client.
5.5 CrossCultural shall undertake to deliver the services duly to the contact person named in the order form. CrossCultural shall not be liable for late arrivals that arise as a consequence of failures of digital/electronic networks or malfunctions in the postal or courier service or similar.

6. Complaints
The client must examine the service delivered on receipt for defects. Obvious defects are to be notified without delay, others immediately after discovery. If the client fails to do this, the services delivered will be regarded as approved.

7. Warranty
7.1 If and to the extent that a service deviates from the contractually agreed requirements, the client must grant CrossCultural an appropriate period for rectification. 
7.2. Only if the defect is not rectified by the expiry of the period set shall the client have the right to initiate proceedings for price reduction and cancellation of contract in line with Swiss law on works and services.
7.3 CrossCultural accepts no responsibility for the completeness and accuracy of the translations.
7.4 A guarantee shall furthermore be excluded if the deviations are caused by the client himself (e.g. by incomplete information or incorrect original texts). 

8.  Restriction of liability
8.1. Subject to the warranty rights regulated under para. 7 (rectification, price reduction and cancellation), all claims for damages (inc. liability for consequential damages and liability based on principles of reliance and similar) against CrossCultural for slight and ordinary negligence shall be excluded. 
8.2 Liability of CrossCultural for its vicarious agents (including freelancers commissioned) shall with the reservation of the warranty rights regulated in para. 7 be excluded in its entirety. 
8.3 The amount of any liability of CrossCultural is moreover limited to the value of the order amount.

9. Archiving documents and data
The data received from the client within the framework of the contract and the contractual services of CROSSCULTURAL (as a rule, translations produced and texts edited) may be archived by CROSSCULTURAL. The deletion of these data shall take place if expressly requested by the client.

10. Publications 
The publication or the printing of a translation or another text written by CrossCultural must be notified to CrossCultural in advance. CrossCultural shall have the right to require the delivery of a specimen copy

11. Retention of title, copyright 
The work supplied remains the property of CrossCultural until the complete payment of all claims. CrossCultural retains the copyright to its translations and texts in their entirety.

12. Cancellation by the client
12.1 The requirements for a premature cancellation of the contract by the client must comply with the provisions of the Swiss Code of Obligations. 
12.2 In the case of a cancellation, the costs that have arisen to CrossCultural within the framework of the fulfilment of the contract up to the time of cancellation, in each case however (irrespective of the time of the cancellation) at least 50 per cent of the agreed payment, are to be reimbursed.

13. Non-enticement clause
The client is prohibited for the duration of the contract and a year after the end of the contractual relationship from headhunting or employing persons working for CrossCultural (in particular editors and translators). 

14. Reservation of form
14.1 Subsidiary agreements, assurances and other agreements and amendments and supplements to these General Terms and Conditions require to be made in writing to become effective.
14.2 Email and fax also fulfil the requirement for the written form.

15. Invoicing, prices, arrears 
15.1 Invoices are issued in accordance with the order (contract). Where nothing different has been agreed, our prices (and also dispatch costs) are to be taken, if applicable, as net plus legal VAT in Swiss francs and payable within 30 days.
15.2 All services ordered beyond the content outlined in the order confirmation or in the written contract will be invoiced separately by CrossCultural
15.3 If a customer falls behind with a payment, after an appropriate reminder he falls into arrears and owes CrossCultural the legal late payment interest of 5% from the arrival of the reminder.

16. Jurisdiction and applicable law
The contractual relationship between the customer and CrossCultural and the present terms and conditions are subject to substantive Swiss law (excluding international private law), in particular the law applicable to works and services in accordance with Article 363ff of the Code of Obligations (OR). Jurisdiction for the customer and CrossCultural is Zurich. CrossCultural is entitled to prosecute the customer also in his residence or registered office.

17. Final Provisions
On the conclusion of the contract the terms and conditions applicable and delivered at the time of the conclusion of the contract shall apply exclusively. If, because of separate contracts, individual points of the terms and conditions become ineffective that shall not affect the effectiveness in law of the remaining provisions of these terms and conditions.

18. Amendments to the contract 
18.1 Subsequent amendments to the written contract or to the order confirmation signed by CrossCultural (cf. para. 2 above) together with the General Terms and Conditions shall only apply if they have been approved by CrossCultural in writing. 
18.2 Email and fax also fulfil the requirement for the written form. 19. Secrecy, data protection and system-immanent risks 

19. Secrecy, data protection and system-immanent risks
19.1 CrossCultural takes great care to observe the confidentiality of the texts delivered. A 100% confidentiality can, however, not be guaranteed because of the electronic data transmission. 
19.2 CrossCultural endeavours moreover to check the electronic data transmission according to the most recent state of technology for any viruses or similar. However, a 100% protection from such dangers even when taking the necessary care cannot be guaranteed. The attention of the ordering party is expressly drawn to a remaining residual risk.
19.3 CrossCultural shall be entitled to process automatically personal data in an appropriate form and for tasks that arise from this contract.  
19.4 CrossCultural shall furthermore be entitled to pass on participant data to third persons whom it is using for the performance of the services offered or who are concerned with data security and removal of malfunctions in the equipment of the CrossCultural company and in the equipment of third persons used.
19.5 CrossCultural takes the required technical and organisational measures to guarantee meeting the regulations of the Data Protection Act and has bound its staff and third persons who are employed within the framework of the performance of services to strict secrecy.