General Terms and Conditions [ Freelancers ]
- Scope of application
These general contractual conditions (GTC) form a part of every contract between the freelancer (following referred to as the Supplier) and SemioticTransfer GmbH (following referred to as SemioticTransfer).
- Assignment of order - Client protection
Once the supplier has accepted the order, he confirms his agreement to the following GTC. The supplier and SemioticTransfer conclude a service agreement. In terms of the service agreement, the supplier undertakes to work and to provide the translation according to the instructions and the 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. 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 not to directly or indirectly work for clients with whom he worked as part of his contractual 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 a contract penalty in the amount of CHF 50,000.00. Moreover, payment of the contract penalty does not release the supplier from the obligation to adhere to the prohibition of competition. - Delivery deadline and liability
The supplier must absolutely 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 the entire documents are to be returned immediately to SemioticTransfer.
If the delivered services do not correspond to the agreed volume to a substantial extent, 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 to reduce the supplier's remuneration by the reduced value. This does not exclude a further claim for damages.
Until the work is submitted, the supplier is liable towards SemioticTransfer for its possible loss.
- Remuneration
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 utilised, the price basis is always the word count in the original text.
Counting is automatic within the relevant programme (WinWord, PowerPoint, PageMaker, across, Trados, etc.). The supplier draws up a detailed monthly invoice stating project number and unit prices.
Invoices are to be made out to: SemioticTransfer GmbH, Im Grund 16, Postfach 5042, CH-5405 Baden-Dättwil and sent by E-mail to accounting@semiotictransfer.com Expenses for the 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.
- Secrecy
The supplier undertakes to keep strictly confidential all knowledge as well as documents and other confidential trade-, business- and customer information which come 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 secrecy he will compensate SemioticTransfer for any damages arising out of such violation. If the supplier violates his obligation of secrecy, 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 prohibition of competition.
- Copyright
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's (also ideas, drafts, sketches, also in parts, etc.) belongs to SemioticTransfer. The supplier relinquishes without reservation and time, unlimited pertinently and regionally all intangible property (including copyright, which also incorporate the partial rights such as alterations, revision and translation rights) to SemioticTransfer as far as these do not already belong to the latter in terms of law or based on the contractual relationship. The supplier undertakes to use these rights in any way for himself or a third party or to assign 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.
- Prohibition for set-off and assignment
The supplier is not entitled to set-off 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.
- Place of performance - Place of jurisdiction - Applicable Law
Place of performance as well as exclusive place of jurisdiction is Zurich (Switzerland). These general terms and conditions are subject to Swiss law.
- Final provisions
Changes and supplements to these general terms and conditions as well as this provision on the reservation regarding form require the written form for their validity; whereby the notification per 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 are ineffective, the other provisions nevertheless remain in force. The ineffective provision is replaced by a provision which comes closest in meaning in its economic and other consequences to the intended provision.