General terms and conditions of services

1. APPLICATION OF THE GENERAL CONDITIONS – ENFORCEABILITY

Any order placed implies the Client’s full and unreserved acceptance of these general terms and conditions to the exclusion of any other document. Unless a formal and written exception appears on the order form that has become firm and definitive, no particular condition may prevail over the general terms and conditions of sale. The performance of any service by the Service Provider implies the Client’s acceptance of these general terms and conditions, and the waiver of its own general terms and conditions of purchase. Any condition to the contrary will therefore, in the absence of express acceptance, be unenforceable against the Service Provider, regardless of when it may have been brought to its attention. The fact that the Service Provider does not invoke any of these general terms and conditions of sale at any time shall not be interpreted as a waiver of the right to invoke any of these terms and conditions at a later date.

2. PLACING OF ORDERS

Each Client’s order is preceded by a free quote, drawn up by the Service Provider on the basis of the documents to be translated provided or information communicated by the Client. The quotation sent by the Service Provider to the Client by post, fax or e-mail shall specify in particular:

– The number of pages or words to be translated;

– The language of the translation;

– How the price of the translation service is to be determined. The latter is invoiced either on a flat-rate basis, or on a time-spent basis, or on the basis of the Service Provider’s rate in force on the day the quote is drawn up, in particular per source word (i.e. per word contained in the text to be translated) or per target word (i.e. per word contained in the translated text) according to the breakdown provided by the Microsoft Word software (Tools, Statistics) per line, per page or per hour;

– The delivery date of the translation service;

– The format of the documents to be translated in the event of a specific layout request for the document delivered;

– Any price increases that may be applied due to urgency, specific terminological research or any other request that goes beyond the usual services provided by the service provider.

In order to confirm his order in a firm and definitive manner, the Client must return the quote to the Service Provider without any modification, either by post or fax signed with the mention “good for agreement” when the quote was sent to him by fax or post, or by return e-mail with the expression of his consent when the quote was sent to him by e-mail. Failing receipt of the acceptance of the quote, the Service Provider reserves the right not to commence work. If the order is not confirmed in accordance with the terms and conditions set out above within three (3) months of the date of dispatch of the quotation, the quotation shall be deemed to be null and void. The Service Provider reserves the right, after having informed the Client, to increase the prices of the services and/or not to respect the delivery date indicated on the Client’s initial order confirmation, in particular in the following cases:

– The modification or addition of additional documents by the Client after the Service Provider has drawn up the quotation, in which case the Service Provider reserves the right to adjust the rate according to the volume of additional text observed or requested;

– The absence of documents at the time the quotation is drawn up. If the quotation had to be drawn up simply by communicating the approximate number of words, an extract of the content and/or a description of the project. In the absence of the Client’s express agreement to this new delivery and/or invoicing conditions, the Service Provider reserves the right not to commence work.

Unless otherwise agreed in the quote, the costs incurred in the performance of the service (travel, sending of express mail, etc.) shall be borne by the Client. Any decision to discount, reduce or apply degressive rates, based on a percentage or a flat rate, shall remain at the sole discretion of the Service Provider and only for the service that is the subject of such a decision. Any discounts or rebates that may be granted to the Client shall in no case give rise to an acquired right for subsequent services.

In the event that no prior quotation has been sent to the Client by the Service Provider, all orders are accompanied by an order form sent to the Service Provider by e-mail and the services will be invoiced in accordance with the basic rate usually applied by the Service Provider or agreed between the parties and appearing on the said order form. The Service Provider reserves the right not to start the service before receipt of the order form.

3. PROOF

For the purposes of proof of the existence of the acceptance of the quote, the Client agrees to consider as equivalent to the original and as perfect proof, fax, e-mail, copy and reproduction on any computer medium.

4. ACCOUNT

Any first order sent by the Client and any order whose amount excluding taxes exceeds 1,000 euros may be subject to a request for a deposit, the percentage of which will be specified on the quotation. In this case, the execution of the services will only begin once the deposit has been received.

5. DELIVERY TIME

Subject to receipt by the Service Provider of all of the documents to be translated, the delivery period stated in the quotation shall only apply if the Client confirms his order in accordance with the terms and conditions set out in Article 2 above within 1 (one) working day of receipt of the quotation. After this period, the delivery date may be revised according to the Service Provider’s availability.

6. OBLIGATIONS OF THE SERVICE PROVIDER

The Service Provider endeavours to provide the service with the greatest possible fidelity to the original and in accordance with the practices of the profession. The Service Provider shall make every effort to take into account and integrate into the translation the information provided by the Client (glossaries, plans, drawings, abbreviations, etc.). The Service Provider declines all responsibility in the event of inconsistency, fault or ambiguity within the original text, the verification of the technical consistency of the final text being the sole responsibility of the Client.

7. OBLIGATIONS OF THE CLIENT

The Client undertakes to provide the Service Provider with all the texts to be translated and any technical information necessary for the understanding of the text and, where applicable, the specific terminology required. If the Client fails to inform the Service Provider, the Service Provider shall not be held liable for any non-compliance or failure to meet deadlines. The Client has a period of 10 working days from receipt of the translated or proofread documents to express in writing any disagreement concerning the quality of the service. After this period, the service will be deemed to have been duly executed and no dispute will be accepted. To this end, the client agrees to consider as proof of delivery any acknowledgement of receipt by post, fax or e-mail.

8. CONFIDENTIALITY

The Service Provider undertakes to respect the confidentiality of any information brought to its attention before, during or after the performance of its service. The originals are returned to the Client or destroyed on request. The Service Provider cannot be held liable for any interception or misappropriation of information during the transfer of data, particularly by electronic means. Consequently, it is the Client’s responsibility to inform the Service Provider, prior to or at the time of the order, of the means of transfer that it wishes to see implemented in order to guarantee the confidentiality of any sensitive information.

9. FORMAT

The translation is delivered by e-mail or by a suitable electronic transfer system in a format identical to the original or, failing that, in Word format. On request, it may be delivered by post, courier or any other means of transfer expressly agreed between the parties and may be subject to additional invoicing.

10. RESPONSIBILITY

In any event, the Service Provider’s liability is limited solely to the amount of the invoice concerned. The services are performed by the Service Provider under an obligation of means. In no event shall the Service Provider be held liable for claims based on nuances of style or vocabulary preferences. It is specified that delivery times are only given as an indication, their non-observance cannot lead to penalties for delay. In any event, the service provider cannot be held liable for any direct or indirect damage caused to the Client or to third parties due to a delay in delivery caused in particular by force majeure, nor for any delays in delivery by fax, modem, e-mail or other postal means.

11. CORRECTIONS AND PROOFREADING

In the event of disagreement on certain points of the service, the Service Provider undertakes to find the solution best suited to the Client’s requirements and reserves the right to correct this in cooperation with the Client, it being understood that this may under no circumstances be invoked to call into question the service as a whole. Unless otherwise stipulated in writing, any correction or proofreading may be subject to a new quotation and additional invoicing.

12. TERMS OF PAYMENT

Unless special conditions are specified on the quotation, invoices are net, without discount and payable within 30 days of the date of issue of the invoice. In the event of payment by cheque or bank transfer from abroad, all exchange or bank charges will give rise either to a flat-rate surcharge specified on the quotation, or to a full re-invoicing to the Client. In the event of late payment, without the need for prior formal notice: any other order in progress may be automatically interrupted until full payment has been made and the Client shall be liable, in accordance with Article L.441-6 of the French Commercial Code, for late payment penalties calculated according to the legal interest rate in force applied to the amount of the invoice in question increased by 10 (ten) percentage points, as well as a flat-rate compensation of €40 (including tax) for collection costs. If the collection costs actually incurred are higher than this flat-rate compensation, additional compensation may be requested upon justification. Late payment penalties and the fixed compensation are due from the day after the due date of the invoice and are not subject to VAT. These penalties and compensation are due in full even in the event of partial payment of the invoice on the due date, regardless of the duration of the delay. The translation remains the property of the translator until full payment of the invoice.

13. INTELLECTUAL PROPERTY

Before submitting a document for translation to the Service Provider, the Client must ensure that he has the right to do so. He must therefore be the author of the original document or have obtained prior written permission for translation from the copyright holder of the document. Failing this, the Service Provider shall in no way be held liable if all or part of the documents entrusted by the Client infringes the intellectual property rights or any other rights of a third party or any applicable regulations. In such a case, the Client shall be solely liable for any damages and financial consequences arising from his sole negligence. Furthermore, the Client acknowledges that the translation obtained by the Service Provider constitutes a new document whose copyright is jointly owned by the author of the original document and the Service Provider. Consequently, in the case of services of a literary or artistic nature, and without prejudice to its economic rights over its work, the Service Provider reserves the right to require that its name be mentioned on any copy or publication of its service, in accordance with the Intellectual Property Code, paragraph L.132-11.

14. CANCELLATION

In the event of cancellation of an order, whether or not the service has already begun, any costs (travel tickets, accommodation, visas, etc.) already incurred for the proper execution of the said service remain fully due to the Service Provider. In the event of cancellation of an order in progress, for whatever reason, notified in writing to the Service Provider, the work already carried out will be invoiced to the Client at 100% (one hundred percent) and the work remaining to be carried out at 50% (fifty percent), for a total amount not to be less than €40 excluding VAT corresponding to the Service Provider’s minimum fixed price.

15. AMICABLE SETTLEMENT AND JURISDICTION

The parties undertake, in the event of a dispute of any nature whatsoever, to attempt an amicable settlement of this dispute. The parties undertake to do their utmost to ensure that this conciliation has every chance of success. They undertake to show all necessary good faith. In the event of a dispute concerning the application of these general terms and conditions or in the event of a dispute relating to the service provided by the Service Provider that cannot be settled amicably, only the Créteil Commercial Court (Val de Marne – France) will be competent.

These general terms and conditions are adapted from the recommendations of the Société Française des Traducteurs.