General Terms and Conditions
1. Introduction
These general terms and conditions apply to all current and future legal transactions between Diction Ltd. (Bahnhofstrasse 32, 9470 Buchs SG, Switzerland), hereinafter referred to as “Diction”, and its clients, even if Diction does not refer to these general terms and conditions when accepting individual orders. Orders shall be executed in accordance with the following terms and conditions. Any deviating terms and conditions of the client that Diction does not expressly accept in writing are not binding on Diction and are deemed to have been rejected. Subsidiary agreements, assurances and other agreements, as well as amendments and additions to these general terms and conditions, must be made in writing to be valid.
2. Quotes and order confirmations
Verbal quotes are non-binding and require written confirmation from Diction. A valid contractual relationship with Diction only comes into effect upon written confirmation of the order. Quotes generated automatically via the Diction portal initially contain a non-binding price or calculation preview and also require written order confirmation by Diction (order status: ‘in progress’). The client is liable for orders placed via this portal and is obliged to keep the relevant login details safe. The rates are exclusive of value added tax.
3. Services
The task of the language service provider is to reproduce or edit a given text in one or more languages in a linguistically and technically correct manner. The client shall be liable for any defects in the text template. Liability for defects in the print templates created is excluded if Diction did not receive the proofs for review prior to printing. Alignment with technical terminology used by the client will only take place after agreement has been reached and if sufficient and complete documentation, such as glossaries or dictionaries, is provided when the order is placed. Additional services such as document preparation/cleaning, DTP, printing, HTML files, programming services, etc. shall be agreed separately upon conclusion of the contract and invoiced accordingly. The services are provided not only by Diction itself, but also by independent, accredited professionals commissioned by Diction. In all cases, the contractual relationship exists exclusively with Diction.
4. Dates
Completion dates are only valid if they have been confirmed in writing by Diction. If Diction is in default with its services, Diction shall first be granted a reasonable period of time. Only after this period has expired without result the client may demand rescission or a reduction in price. Further claims are excluded. The client remains obliged to pay for the services provided by Diction up to the point at which it threatened to withdraw from the contract. If Diction is prevented from completing the services due to force majeure or other unavoidable circumstances beyond Diction’s control, the client shall not be entitled to claim rescission or a reduction in price.
5. Terms of payment
Invoices from Diction are payable immediately upon receipt without deduction, at the latest 30 days after the invoice date. Bank charges shall be borne by the client. If the client defaults on payment, Diction may charge interest at a rate of 8% plus reminder fees until the full amount is received. The client is solely responsible for payment; payments from third parties will only be accepted on account of performance if they are received in full within the specified period and the client, invoice and order numbers are clearly identifiable. A right to withhold payments is fundamentally excluded. The client may not offset other claims unless these are undisputed or have been legally established. If the client withdraws from the order for reasons for which Diction is not responsible before the order has been delivered, a payment obligation arises in the amount of the expenses incurred up to that point.
6. Fulfilment and transfer of risk
The service provided by Diction is deemed to have been rendered upon delivery of the language service to the company commissioned by Diction to transport it or upon its recorded entry into the agreement electronic transmission medium (e.g. the internet). Unless otherwise agreed, the services shall be delivered as a file via the Diction portal or by email. Text documents will only be returned upon request and at the client’s risk.
7. Warranty and liability
Any errors in the service provided (e.g. translation, editing, etc.) must be reported to Diction within seven days of dispatch (date of delivery in the Diction customer portal or date of dispatch by email). Complaints about individual texts within a delivery or partial deliveries do not entitle the customer to reject the entire delivery. The publisher shall not be held liable for any errors or omissions in source texts provided by the client. Diction is not obliged to check the client’s source texts separately for errors or omissions. The client has the right to request rectification. Text editing or translations by third parties release Diction from any liability. Liability for damages arising from the client passing on the service without checking it is excluded. In the event of justified complaints, Diction shall be entitled to make improvements. The client shall only be entitled to withdraw from the contract if the rectification fails. If the client does not allow Diction to make corrections and implements these independently or through third parties, Diction will only pay justified correction costs up to the amount that Diction would have incurred if it had made the corrections itself. Further claims, regardless of their legal basis, are fundamentally excluded. In the event that the translation is printed, Diction shall be liable for consequential damages, provided that Diction has been presented with the proofs for approval prior to printing. If the client requests the use of its own technical and company terminology, Diction shall be exempt from any liability in this regard. In all cases of negligent acts, Diction’s liability for translations shall be limited to the order value or, at most, to the sums insured under its professional and business liability insurance policies as agreed.
8. Copyright
The client is responsible for complying with copyright regulations relating to the translation/template documents and indemnifies Diction against any liability for the protection of third-party rights to the documents. All copyrights and rights of use for translations, text adaptations and documentation produced by Diction remain with Diction until the invoice has been paid in full. These rights shall only be transferred to the client after receipt of payment of the entire invoice amount.
9. Confidentiality and data protection
The client declares their consent to the storage and processing of their personal data for the purposes of order processing and administration in accordance with the Swiss Data Protection Act (DSG) and the EU General Data Protection Regulation (GDPR).
Diction hereby declares that its employees and agents are bound to strict confidentiality and compliance with data protection regulations. Diction has taken all necessary technical and organisational measures to ensure compliance with the provisions of the applicable Swiss Data Protection Act (DSG) and the European General Data Protection Regulation (GDPR). Diction endeavours to protect electronic data communication against attacks using the latest technology. 100 per cent protection cannot be guaranteed. The client is hereby expressly advised of a remaining residual risk. The data received from the client within the scope of the order will remain with Diction for archiving and documentation purposes. This data will only be deleted at the express written request of the client.
Diction is considered the controller in the context of language services. As the responsible party, Diction complies with the Swiss Federal Act on Data Protection (FADP) and the EU General Data Protection Regulation (GDPR).
In the context of Diction AI translation, Diction is considered the processor and the client is considered the controller. The client and its vicarious agents shall comply with the Swiss Data Protection Act (DSG) and the EU General Data Protection Regulation (GDPR) when using the service.
10. Non-solicitation clause
The contracting parties agree that, before the expiry of a period of 12 months after the termination of the cooperation, employees of the other contracting party shall neither be hired nor otherwise employed. This agreement also applies to freelance employees.
11. Place of jurisdiction, place of performance and applicable law
The place of performance and jurisdiction for all claims and legal disputes arising from the contractual relationship is Buchs SG. Swiss law applies.
12. Amendments to these terms and conditions
Diction reserves the right to amend these terms and conditions at any time without giving reasons. The version of the general terms and conditions valid at the time of placing the order shall always form an integral part of the contract.
13. Severability clause
The invalidity of individual provisions shall not affect the validity of the remaining provisions. The contracting parties agree to replace any invalid provision with a provision that is equivalent in economic terms.
Last update: 15 December 2025