Dear Customer, below you will find our Standard Terms and Conditions. If you have any questions in relation to these terms, please do not hesitate to contact us at any time.
Standard Terms and Conditions (“Standard T&C”)
The following Standard Terms and Conditions shall apply to all legal transactions of the company Knowlance AG, Gyreggstrasse 4, 6315 Oberägeri, Switzerland (hereinafter referred to as “we”) with its Customers.
§ 1 General
(1) We render our services (including, but not limited to research work, data mining, text editing, drafting of texts, translations, peer review and proofreading assistance with research projects, content creation, consulting, coaching, customer service etc) exclusively on the basis of the following Standard T&C, and on the basis of the individual subject matter of contract. Divergent regulations, in particular also business terms of the Customer, do not exist or shall only become effective by our written consent, respectively.
(2) We are entitled to perform our contractual services through third parties (in particular through our freelancers). The choice of freelancers shall be at our discretion.
(3) Quotations are non-binding until acceptance with regard to prices, quantity, delivery period and capacity to deliver. Any information on prices published on our website or on the websites of our Affiliates are non-binding and given only as examples.
§ 2 Conclusion of Contract
Customers can submit inquiries via our contact form or by our marketing partners and affiliates. Requirements of the contractual services need to be named as distinctive as possible in order for us to submit a proposal based on any and all demands by the customer. A contract is concluded when the customer accept our proposal within a respective time limit. Contracts may be concluded via E-Mail.
§ 3 Right of withdrawal
In distance sales contracts, Consumers residing in the European Union generally have a right of revocation, which is subject to national statutory provisions. However, the right of revocation does not apply to the provision of services which are manufactured to customer specifications or to services which have clearly been tailored for personal needs. As we render our services according to customer specifications, there is no right of revocation.
§ 4 Prices and Payments
(1) Prices are, depending on the specification in our quotations, in Swiss Franc (CHF) or in Euro (EUR) including statutory VAT, if applicable.
(2) The total remuneration and its composition are based upon our quotations.
(3) We shall be entitled to request an advance payment as pre-financing payment, or payment according to the status of completion. The due date of installments shall be governed by the calculation indicated in our quotations and invoices.
(4) In case that a pre-financing payment has been agreed upon, we shall be obliged to render our services only upon receipt of said payment.
(5) If the Customer comes into default of payment obligations, we shall have the right to request dunning costs in the lump sum amount of CHF 10.00 or EUR 10.00 for each written reminder, respectively, and to suspend the continuation of activities until full settlement of the invoice is made.
(6) Shipping costs, postage and other incidental costs (e.g. copying costs, creation of data carriers, interlibrary loan charges), if any, shall be borne by the Customer and shall be charged separately.
(7) The total remuneration shall be payable at the latest upon delivery of the entire contractual service to the Customer.
§ 5 Subject Matter of Contract
(1) Subject matter of the contract is the provision of the contracted service (in line with the quotation or acknowledgement of the order), and, where applicable, the assignment of rights of use in a work drafted in compliance with the Customer’s requirements and handed over to the Customer.
(2) Upon conclusion of contract, the Customer shall specify his or her requirements in more detail as soon as possible, but no later than 5 working days via the communication channel we have chosen, and to indicate any documentation and information available to him/her for the processing of his/her inquiry as accurately as possible. Modifications to the scope of the order requested after expiry of said period will be dealt with in accordance with § 8.
§ 6 Details Concerning Services with Scientific Background
In case that our contractual service is meant to be used in whole or in part in the academic, university or any other field related to exams, we wish to expressly point out the following:
(1) We reserve the right to reject inquiries, which have the explicit aim of presenting the services rendered by ourselves as being obviously one’s own performance with fraudulent intent, for example in schools, universities and other educational institutions.
(2) In case of preparatory assistance with a scientific paper, such paper is meant to serve as a sample template. It shall be used only in a permitted manner. Each paper is merely a proposed result.
(3) We wish to point out that the examination regulations of universities, technical colleges or other educational institutions require statements in lieu of an oath on a regular basis, stating that examination papers have been prepared independently and without external help. The Client shall be solely liable for any, possibly false statements made by himself/herself.
(4) Insofar as copyrights are created in texts, such copyrights remain with the author. If the Customer nevertheless, within the scope of legal transactions, pretends to be the author of the text, he/she does so at his/her own risk.
§ 7 Handling of Contractual Services
(1) Handling of contractual services will be carried out in close cooperation with our Project Managers who are in charge of coordinating the communication between Clients and freelancers.
(2) Communication takes place by means of e-mail and telephone.
(3) If a contracting party notices that information and requirements are erroneous, incomplete, not clear or not realizable, regardless of whether own or the other party’s information or requirements are concerned, it shall notify the other party of any such circumstance immediately, as well as of any identifiable consequences.
(4) Our freelancers are free in their provision of services, while taking into account the subject matter of contract and timeframes.
§ 8 Modifications to Scope of Order
(1) If the Customer wishes the scope of the contractual services to be modified, he/she shall inform us accordingly in writing. We shall thereupon examine within 5 working days which consequences may result from the desired modification, in particular in terms of remuneration, extra effort and deadlines, and propose a solution.
(2) If no agreement can be reached, or if the modification procedure ends for some other reason, probably due to the fact that the modification required by the Customer cannot be completed within the desired period of time, the initial scope of performance shall remain in place. However, the Customer shall have the right to terminate the further execution of the contract; he/she shall be obliged to pay the fee for those parts of the performance that have already been rendered.
§ 9 Rectifications
(1) Upon completion of the performance or a definable part of the performance, revision may be requested for. Such revision requests shall be submitted to us by the Customer via e-mail within four days following provision of the relevant performance. To that end, precise and detailed information is required, stating the type of modification and the reason for claiming a modification. For the requests to be implemented, professional and scientific standards will be applied as criterion for decision-making. Upon expiry of the aforementioned period, performance will be deemed to have been accepted by the customer.
(2) If the Customer wishes further rectifications, such rectifications shall be remunerated separately. We will make an offer when this is requested.
(3) We shall have the right to reject rectifications if the Customer failed to pay a due invoice amount, or if the requests for rectification are incomprehensible or cannot be implemented (due to de jure or de facto impossibility), or if rectification has been requested solely for subjective reasons of taste.
(4) If rectification or replacement fails, the Customer shall be entitled to withdraw from the contract or to require a reduction of the purchase price.
§ 10 Delivery Periods
(1) A requested delivery date shall be determined by the Customer in such a way to ensure that, when taking into account all time-consuming factors, timely delivery and any rectification are still possible from a real and perceived viewpoint, as well. The Customer shall be obliged to indicate delivery periods when placing the inquiry, and to agree upon the same as a part of the contract. We shall not be liable for any erroneous or late deadline specifications by the Customer. A delivery period is deemed performed in compliance with the contract, when the contracted service has been demonstrably provided (Mailserver log-files, communication protocols, telefax transmission reports) or has been sent to the Customer.
(2) We shall not be liable for any delay caused by force majeure (e.g. strike, lockout, official orders, general malfunction of telecommunications etc.) and circumstances in the Customer’s sphere of responsibility (e.g. timely provisions of cooperation services; deficiencies arising from unclear, incorrect or incomplete assignments; incomplete communication of an assignment), and said circumstances shall entitle us to postpone the delivery of the respective services by the duration of the hindrance plus a reasonable start-up time. Performance delays due to force majeure shall be notified immediately, as far as possible.
§ 11 Ownership
(1) Where a contractual service involves the granting of rights of use, the Customer shall acquire the right of use for personal purposes. This in particular includes the right to reproduce, to translate, to distribute the work and to make it available in public, or to have such actions executed by third parties, or to assign such rights to third parties. The Customer shall also acquire the right to incorporate the intellectual performances into his/her own works.
(2) The rights of use shall be assigned only upon full payment of the entire contractual service.
§ 12 Liability and Warranty
(1) Creative freedom shall be deemed agreed upon, unless the Customer has explicitly indicated particular requirements when placing the contract.
(2) Any liability for the legal admissibility in respect of the contents of assigned services shall be excluded. The Customer shall indemnify us against all and any claims which may arise therefrom.
(3) We shall be liable for intent or gross negligence according to the statutory provisions. In the event of minor negligence, we shall be liable only in the event of a breach of a cardinal obligation the fulfillment of which enables proper implementation of the contract in the first place and the observance of which the Customer regularly trusts, and in the event of damage resulting from injury to life, the body or health. In case of minor negligence, liability shall be limited to the amount of foreseeable damage the emergence of which has to be typically expected, however, to a maximum amount of the contract price. Any liability under national mandatory laws shall remain unaffected by this limitation of liability. The aforementioned shall also apply to the liability by our subcontractors.
(4) We shall not be liable for the loss of data where the damage is caused by a Customer who failed to perform data backups, thus ensuring that lost data may be recovered with justifiable effort.
(5) Issues of style, subjective attitudes, minor spelling or grammar mistakes, formatting requirements which have not been indicated clearly when placing the order, requirements which are not generally applicable, as well as the Customer’s personal preference do not entail rights of the Customer.
(6) A guarantee of success whatsoever in connection with the contents prepared or made available by us does not exist.
(7) Time delays resulting from delayed payment or feedback shall be for the account of the Customer.
§ 13 Right to Withdraw from Contract
(1) If the Customer withdraws from the contract for reasons that are beyond our scope of responsibility, it shall be understood as agreed that we may claim compensation for damages in the amount of the expenditures proven (hours or pages already drafted), however, in the amount of 20% of the net order amount at least, unless such lump sum exceeds the damage to be expected in the ordinary course of events or the usual impairment loss, or unless the Customer proves that either no loss has been incurred or the loss incurred is significantly lower than the lump sum amount. Also, costs shall be deducted which we have saved as a result of the services not being fully provided or any proceeds realised through otherwise deploying the relevant manpower or any such proceeds which we fail to realise by acting with malicious intent. Any services already rendered shall be remunerated appropriately.
(2) In addition to that, the Customer shall be obliged to remunerate those services which have been rendered properly until his/her withdrawal from contract.
(3) If we are not able to find a suitable freelancer for the proper execution of the activity as agreed under the contract, we shall have the right to withdraw from the contract within two weeks following conclusion of the contract. This may occur for once in an exceptional case for reasons of timetable or for personnel reasons. Where the Customer at the time of withdrawal has already made a payment, we will refund the full payment.
§ 14 Delivery and Shipment
As a general rule, any deliveries to Customers shall take place by electronic means.
§ 15 Confidentiality, Discretion, Data Protection
(1) Handling of our intermediary service between the parties is subject to anonymity. Neither our freelancers will be informed of the Customer’s name and other personal data, nor will we pass on names or personal data of a freelancer to the Customer.
(2) The Customer shall refrain from directly contacting the freelancer whilst bypassing our intermediary platform. He/She shall not pass on his/her name or other personal data including his/her e-mail address, telephone number or other contact details to one of our freelancers, nor shall he/she try in any other way to establish direct contact to one of our freelancers.
(3) All contracting parties, including our freelancers, are committed to maintain silence about all matters which come to their knowledge in the course of their activities for the Customer, unless the particular information is required for purposes of handling the contract. Said secrecy obligation relates to the Customer, as well as to the subject of the transaction. Only the Customer himself/herself can relieve the parties involved from this applicable secrecy obligation in writing. Any legal obligation to disclose information shall have primacy over said non-disclosure requirements.
(4) We will use any personal data entrusted to us only in compliance with statutory provisions.
(5) Taking into account the transfer of texts and data as well as any other communication in electronic form, an absolute protection of company secrets and other confidential information cannot be guaranteed, since access to electronically transmitted contents by unauthorised third parties cannot be excluded.
§ 16 Miscellaneous
(1) The place of performance and exclusive court of jurisdiction for all disputes arising from legal relationships with enterprises shall be the place of our registered office. We also have the right to file legal action at the Customer’s general legal venue.
(2) Should any individual provision of the parties’ agreements in part or in whole be or become void, illegal or unenforceable, this shall not affect the validity and enforceability of the remaining provisions hereof. In this case, the parties shall replace the invalid provision by a provision which under applicable law commercially most closely approximates to the desired purpose. The same applies to any legal gaps within the agreements, accordingly.