VocaZone General Terms & Conditions
GTC Scope of Application
VocaZone is a business unit of nadlo GmbH based in Baden (hereinafter “VocaZone”). VocaZone shall render its services exclusively on the basis of these General Terms & Conditions (hereinafter “GTC”). The GTC shall be deemed accepted upon order placement with VocaZone by the customer and shall thus become integral part of each order placed with VocaZone. Agreements derogating from these GTC shall be effective only in written form. VocaZone shall be entitled at any time to modify or adapt the GTC.
VocaZone shall offer different translation services, including, but not limited to, specialist translations, certified translations, proofreading & copyediting and transcription. The translations shall be performed by employees of vicarious agents or involved third parties. The contract shall each be concluded exclusively with VocaZone and not with the respective translator.
VocaZone shall prepare an offer on the basis of the information provided by the customer. Prices shall be calculated manually or electronically based on the information provided by the customer. If the customer accepts the offer, a binding order shall materialise. This shall be confirmed to the customer in writing by e-mail. An offer shall have a maximum validity period of 5 workdays.
VocaZone shall be entitled to adapt the agreed order price on extra expenditure in the context of the currently valid prices. This shall be the case, in particular, if errors occurred in the context of the price calculations (e.g. on non-recognition of text boxes, misentries and misstatements by the customer, inaccurate text read-out, misjudgements by VocaZone etc.).
Scope of Services
VocaZone undertakes to ensure diligent order fulfilment under the applicable professional standards, the customer’s stipulations as well as the conditions set forth in the quotation. VocaZone reserves the right to reject orders which cannot be executed for reasons in relation to time, resources, content, technology or other aspects.
The customer may demand extensions of the agreed scope of services after order placement. The extra expenditure caused to VocaZone in this way shall be additionally invoiced to the customer. Moreover, the customer shall take cognizance of the fact that the agreed delivery period may extend accordingly.
Right of Use
The customer shall obtain the rights of use and exploitation of the deliverable, unlimited in terms of space, content and time, to the extent permitted by law upon full payment of the order price. These shall also include the right to change and further transmit it to third parties. The customer shall not be obliged to name VocaZone when using the order outcomes.
VocaZone shall conclusively decide on the delivery type of the deliverable. In principle, however, VocaZone shall chose the same transmission channel as the one chosen by the customer to provide own information.
Customer’s Collaboration Duties
The documents provided by the customer shall form the basis of the order fulfilment. The customer shall be responsible for the provided contents. The customer shall guarantee, in particular, that the necessary rights are at the customer’s command and shall hold VocaZone fully harmless towards third-party claims. The customer must ensure availability for any queries, ambiguities or subsequent deliveries of documents during the order handling. If additional documents are demanded, the delivery time shall extend accordingly. The customer shall not have direct access to the respective translator. The communication shall exclusively be effected via the competent bodies of VocaZone.
Acceptance and Obligations to Give Notice of Defects
The customer has to check the deliverable for any defects immediately after its receipt. The customer has to give notice of complaints towards VocaZone in writing and with detailed information 5 workdays from receipt of the deliverable at the latest. After expiry of this period, the order shall be deemed rendered as per contract.
If the deliverable derogates from the agreed stipulations, the customer may demand subsequent improvement within a reasonable period. Subsequent improvement shall be excluded if the derogations were caused by the principal himself/herself, e.g. by inaccurate or incomplete information or faulty original texts. This shall also apply in case of subjective preferences in relation to mode of expression and style of writing.
If the deliverable is still defective even after subsequent improvement was performed, VocaZone shall charge only the order part not affected by the defect. If the defect is only of a minor nature, however, the customer’s claims shall lapse. Each further right of the customer regarding defects shall be excluded.
VocaZone reserves the right to invoice expenses incurred due to unjustified notices to the customer.
Offsetting and Non-Assignment
The customer shall waive the customer’s offsetting right regarding any and all receivables from VocaZone.
The assignment of rights from this contract without consent by VocaZone shall be inadmissible.
The customer may terminate at any time pending completion of the order. In this case, the costs incurred by VocaZone by that time shall be proportionately invoiced to the customer, at least, however, 60% of the order amount.
Exclusion of Liability
VocaZone shall be exclusively liable for damage caused by itself from intentional or grossly negligent violation of the contractual duties, not exceeding, however, the amount of the fee remunerated by the customer for the relevant order. If auxiliary persons are involved, VocaZone shall be merely liable for their diligent selection, instruction and supervision.
Where legally permissible, any and all farther-reaching liability by VocaZone shall be excluded. VocaZone shall not be liable, in particular, for indirect or consequential damage, loss of business by the customer engendered by belated order fulfilment or damage resulting from force majeure or contingency. This shall include, inter alia, non-compliance with dates by third parties, regulatory orders, the availability of personnel not provided by VocaZone, the failure of communication networks and gateways of other operators as well as any and all further circumstances outside the sphere of influence and control of VocaZone. VocaZone shall assume no liability if the deliverable is further edited by the customer or third parties. The liability for involved third parties shall be excluded in any event.
Any and all legal and material warranty rights of the customer towards VocaZone shall be excluded, unless these are explicitly granted in the context of these GTC. VocaZone shall not accept any warranty for the usability of the delivered orders for any purpose whatsoever. The legal responsibility with regard to the use and publication of the delivered orders shall exclusively rest with the customer.
Confidentiality and Data Protection
VocaZone shall endeavour to preserve the confidentiality of the information transferred by the customer. VocaZone implemented technical and organisational safeguards in line with the current state of the art to back up the customer data. The unencrypted, but also the encrypted data transmission on the Internet, in particular, always entails security risks. Complete protection of the information transferred by the customer from access by third parties cannot be warranted.
The customer agrees that VocaZone may involve third parties for the order fulfilment, if need be, and forward to them for order fulfilment the information transmitted by the customer. VocaZone shall ensure that its employees as well as involved third parties were obligated to confidentiality and to observance of data protection.
The customer shall be prohibited from soliciting or hiring without written consent by VocaZone employees of VocaZone and involved third parties both for the duration of the cooperation with VocaZone and up to one year thereafter.
If the customer violates this provision, the customer has to pay VocaZone a contractual penalty of CHF 10’000.- per violation. The assertion of farther-reaching damages as well as taking criminal-law and civil-law action shall remain reserved. Payment of the contractual penalty shall not dispense the customer from the further fulfilment of respectively compliance with this provision. The contractual penalty shall be credited against any damages.
If one of the provisions is or becomes invalid, this shall not affect the validity of the remaining provisions.
Orders completed on the basis of these GTC shall be exclusively subject to Swiss law (to the exclusion of the conflict-of-law rules). Place of jurisdiction shall be the seat of VocaZone, unless this choice-of-forum clause conflicts with constraining law.