General terms and conditions
1. General information
Language Box GmbH provides consulting services in the language service area, particularly measures for process optimization, quality enhancement, cost minimization and knowledge transfer. These general terms and conditions ("GTC") regulate the contractual relation between the principal ("client") and Language Box GmbH ("Language Box").
2. Area of application
The GTC are an integrated element of each assignment placed by the client and accepted by Language Box and are considered accepted when the client definitively places the assignment. The individual services to be rendered are specified in a separate written agreement ("consultation assignment"). The consultation assignment must be in writing to be legally effective. Deviating terms and conditions of the client or supplier are expressly excluded, unless they have been expressly agreed to in writing in a particular case. Language Box reserves the right to modify or supplement the GTC at any time. The currently binding version of the GTC can be found on the Language Box website under www.languagebox.ch/en/gtc.
3. Placing of the assignment and conclusion of the agreement
When the client makes an inquiry, Language Box arranges an initial free and non-binding consultation to determine the client’s specific needs and goals. Language Box then checks the transmitted information and, if necessary, clarifies additional points with respect to the desired result. The services to be rendered, including a quote, are specified in the respective consultation assignment. The client undertakes to review the consultation assignment within 10 working days and report any desired changes without delay. The contractual relationship is established upon signing of the consultation assignment by both parties.
4. Scope of services
Language Box undertakes to carry out the consultation assignment professionally and according to the agreed, client-specific requirements and the agreed conditions. In this process, especially the goals specified by the client beforehand are given priority. Language Box reserves the right to reject consultation assignments that cannot be carried out due to time, resource-related or other reasons. Language Box expressly rejects all consultation assignments that endanger the professional and entrepreneurial independence of Language Box with regard to a factual and objective execution of the assignment and that result in potential conflicts of interests. Language Box expressly reserves the right to call in specialized expert partners for the fulfillment of the agreed services.
5. Rendering of services and client’s obligation to cooperate
The client undertakes to provide Language Box all documents, information and resources agreed for the rendering of the services at the agreed times and on request by Language Box in such a way (see item 10) that Language Box is able to realize the consultation services as agreed. The client moreover takes note that achieving the defined goals on the basis of the consultation services by Language Box falls in his area of responsibility.
6. Changes to the scope of services
After conclusion of the agreement, the client has the right to demand changes to the agreed scope of services due to compelling internal reasons, unless this is unreasonable for Language Box and not suited for achieving the defined goals. Language Box has to review the change request by the client and inform the client within 20 working days whether and in which way the change request can be realized and to what extent a new fee agreement has to be concluded. The performance period is extended by the number of working days the performance has been interrupted as a result of the change request and the review of the change request respectively. Language Box expressly reserves the right to withdraw from the consultation assignment if the change request of the client endangers the achievement of the defined goals or is considered by Language Box to be unreasonable. In like manner, Language Box has the right to make changes to the scope of services during the performance period for the purpose of realizing the contractual goals and in case of unforeseeable events that cannot be influenced. All change processes are to be documented and require the written form in order to be legally effective.
7. Performance period
Once the assignment has been placed, Language Box, in consultation with the client, specifies the period required for the rendering of the services and for achieving the defined goals. The agreed performance period is extended in the following cases:
- If the client has not provided the documents and information required for the rendering of the services at all or provided them late.
- If the client has not provided the resources guaranteed for the realization of the consultation assignment at all or provided them late.
- If the client cannot be reached, is absent without prior announcement or misses deadlines.
- In case of changes to the agreed scope of services on the part of the client or Language Box (see item 6).
- In case of technical failures, operational failures or force majeure.
8. Transmission of data and information related to the assignment
Language Box provides a client area on its website specifically for the client for the transmission of the documents and information required for the rendering of the services. The client can upload the requested documents and information in the client area at any time. Language Box undertakes to provide the client with the access data required for accessing the client area immediately after the client has placed the assignment and to ensure accessibility of the website and the security of the data transmission at all times. Language Box does not accept liability for delays and loss of services due to unforeseeable events that cannot be influenced as well as due to force majeure. On request of the client or if not possible otherwise, the data transmission may also take place via e-mail or regular mail.
9. Fee and terms of payment
The consultation fees and prices agreed in the consultation assignment apply (see item 3). Once the assignment has been placed, the client undertakes to pay Language Box a down payment of 40 % of the agreed fee. Language Box furthermore has the right to draw up a monthly invoice depending on the progress of the consultation assignment and the accrued expenses. Any special services rendered by Language Box due to requirements and wishes of the client that were not included in the calculation or are in addition are to be remunerated additionally. Language Box has the express right to adjust the fee specified in the consultation assignment after the consultation assignment has been terminated in accordance with the actual expenses. All prices are exclusive of the applicable statutory value added tax. The term of payment of the delivered invoice is 20 days from the invoice date. In case of delay on the part of the client and after a written reminder, Language Box has the right to demand default interest in the amount of 5 % p. a.
10. Liability
Language Box is liable for the careful and professional realization of the consultation assignment, whereby the liability for gross negligence or intentional causing of damage is limited to the amount of the fee agreed in the consultation assignment. Any liability for slight negligence and indirect damage, consequential damages or losses (e.g. loss of gain, third-party claims, etc.) is excluded. Language Box particularly rejects any liability for services and products of third parties called upon within the context of the consultation assignment. Any liability for poor performance resulting from a lack of cooperation on the part of the client is expressly rejected (see item 5). Language Box is expressly not liable for resulting damage or consequential losses due to or in connection with the utilization of the outcome of the work delivered by Language Box. The client indemnifies Language Box, its employees, owners and third parties called in by Language Box from all claims that might arise against Language Box in the context of the utilization of the outcome of the work.
11. Agreement term and withdrawal
The term of the agreement is specified in the consultation assignment and corresponds to the performance period defined according to item 7. According to article 377 OR (Swiss Code of Obligations), the client has the right to withdraw from the agreement if certain conditions are met. However, in this case an obligation to pay results for the client in the amount of the expenses accrued until the time of the withdrawal. In case the fulfillment of the agreement becomes impossible due to an incident occurring at the client's or if doubts exist regarding the solvency of the client, Language Box may withdraw from the contract. In this case, Language Box is also entitled to a remuneration of the services rendered until that point and to the settlement of any third-party expenses.
12. Confidentiality
The realization of the contractual goals and the professional performance of the consultation assignment may result in Language Box gaining insight into confidential company documents. Language Box treats all documents and information provided by the client as confidential and will sign additional confidentiality or non-disclosure statements on request of the client.
13. Rights of use
If digital products such as special forms, applications, language standards, etc. are created during the performance of the consultation assignment, the rights of use remain with Language Box until all invoices have been paid in full. The copyrights belong exclusively to Language Box, except the copyrights on all material delivered to the client. These remain with the client or corresponding third owners to their full extent. All material provided by Language Box in the portals and the documents, in particular information, images and other pictures, products, trademarks, graphics, software and other services, come either from Language Box or an author, developer or other partner working for Language Box. Language Box or the respective third party supplier is entitled to the underlying immaterial property rights. The elements of this platform may not be copied or imitated either wholly or in part. Language Box is a protected trademark.
14. Final provisions
In case the GTC contain inconsistencies, gaps or loopholes, it is to be determined which provision appears appropriate based on purpose, meaning and spirit of the provisions as well as the principle of good faith and in the mutual interest of both parties. In case one of the provisions is or becomes invalid, this does not affect the validity of the remaining provisions. Swiss law applies in case of disputes, excluding the conflict rules of international private law. The place of jurisdiction is Zurich, Switzerland.
Zurich, March of 2016
Language Box GmbH
Buckhauserstrasse 24
8048 Zurich, Switzerland