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General Terms and Conditions for translation services  

Note: This is a free translation of the original French and is provided for the convenience of English-speaking readers. In the event of litigation, the French original alone shall be considered binding.

 

These General Terms and Conditions are concluded between “the Service Provider” and “the Client”.

 

1.    Application and scope of the general terms and conditions
 
All orders placed imply the Client’s full acceptance of these Terms and Conditions to the exclusion of any other document, without any reservation.

 

No special terms will take precedence over these Terms and Conditions unless expressly stated in writing on the final and binding purchase order.

 

The performance of any service by the Service Provider implies the Client accepts these Terms and Conditions and waives his/her own general terms and conditions. Any provision to the contrary will, in the absence of manifest consent, be without effect against the Service Provider, regardless of the time at which such provision is brought to the notice of the same Service Provider.

 

That the Service Provider does not make use of any or several of the provisions in these Terms and Conditions shall not be interpreted as a waiver of the Service Provider’s right to make any use of such provisions at a later date.
 

 
2.    Quotations and orders
 
Before the Client places any order, the Service Provider shall issue a price quotation, free of charge, on the basis of the documents to be translated or information provided by the Client.

 

The quotation the Service Provider sends to the Client by regular mail or e-mail will specify:

 

• The number of words or pages to be translated;
• The language they are in and the language they are to be translated into;
• The way in which price for the translation was calculated. A translation fee may be a single, inclusive amount or calculated at an hourly rate at the Service Provider’s rate at the time the quotation is drawn up, which may be based on criteria such as the number of words in the text to be translated or the number of words in the translated text, as established by the Statistics function in Microsoft Words or any other professional translation tool, or the number of lines, or pages, or the number of hours taken;
• The date the translation is to be delivered;
• The format of the translated documents where a specific layout has been requested;
• Any special rates applied because of urgency or special research or other service that goes beyond those usually provided by the Service Provider (layout, specific chart, etc.).

 

To confirm an order, the Client is to signify acceptance in writing on the quotation received by regular mail, sign the same and return it otherwise unamended to the Service Provider by regular mail. If the Client receives the quotation by e-mail, the Client may confirm the order by return e-mail clearly expressing acceptance. If the Service Provider does not receive confirmation of the order, he/she reserves the right not to commence work on the translation concerned.

 

If confirmation of the order is not received within 3 (three) days of the date the quotation is sent by the means referred to above, the quotation will lapse.

 

The Service Provider reserves the right, after informing the Client, to charge an additional fee and/or not to comply with the delivery date on the Client’s initial order in any of the following cases:

 

• The Client modifies or adds texts to be translated, proofread or edited after the initial quotation was drawn up by the Service Provider, in which case the Service Provider reserves the right to adjust the amount charged in proportion to the additional volume of work observed and requested.
• The absence of documents at the time the quotation was drawn up (if the initial quotation was based solely on the Client’s estimation of the number of words and an excerpt of the text).

 

In the absence of the Client’s express acceptance of the new delivery date and/or charges, the Service Provider reserves the right not to commence work.

 

Unless otherwise provided in the quotation, expenses incurred in connection with the provision of services (travel, courier or postal charges, etc.) are to be borne by the Client.

 

Any decision to offer a discount, reduction or declining rate, whether expressed as a percentage or an amount (per page, line or hour) is at the sole discretion of the Service Provider and only for the service to which they immediately apply. Any such discounts or rebates do not give rise to any rights that the Client might assert in respect of any future services.

 

In the event that a quote is not sent to the Client by the Service Provider, orders are placed by simply exchanging e-mails and the charges for the translation services will be calculated at the rate usually applied by the Service Provider or any other rate agreed between the Service Provider and the Client in the e-mail exchange. Any validation by the Client of the deadline communicated by the Service Provider shall constitute an order.

 

 

3.    Evidence of acceptance

 

The Client agrees to consider e-mails, copies and computer files as equivalent to the original and conclusive evidence of the confirmation of orders.

 

 

4.    Advances

 

An advance may be required for any order exceeding 1000 (one thousand) euros excluding VAT, in which case the amount of the advance will be stipulated in the quotation. Work will not begin until payment has been received.

 

 

5.    Delivery

 

Any delivery date or dates agreed between the Service Provider and the Client are not binding until the Service Provider has received all the documents to be translated and subject to the condition that the Client confirms his/her order as specified in paragraph 2 above within 3 (three) business days from the date the quotation is received. When the three days have elapsed, the Service Provider may change the delivery date to allow for workload constraints.

 

6.    Service Provider's obligations

The Service Provider undertakes to provide a translation that is as faithful as possible to the original and that complies with professional standards. He/she will do what is necessary to take into account and include in the translation information provided by the Client (glossaries, drawings, diagrams, abbreviations, etc.). The Service Provider may not be held responsible for any inconsistencies or ambiguities in the source text, the verification of the final text’s technical adequacy being the Client’s sole responsibility.
 

 

 

7.    Client's obligations

 

The Client is to provide the Service Provider with all the texts to be translated, together with all of the technical information required for their understanding and, where applicable, the specific terminology required. If the Client fails to properly inform the Service Provider, the latter may not be held responsible if the translation does not comply with the Client’s standards or if delivery is late.

 

The Client is to inform the Service Provider in writing of any disagreement concerning the quality of the translation within 10 (ten) business days from the time the translated documents are received. Once this period has elapsed, the service will be considered duly completed and no further contestation or claims will be allowable. The client agrees to consider postal or e-mail receipts as proof of delivery.

 

8.    Confidentiality

 

The Service Provider undertakes to preserve the confidentiality of information of which he/she has been apprised of before, during, and after the provision of services. Original documents will be returned to the Client upon written request.

 

The Service Provider may not be held liable in the event that information is intercepted or used by a third party during the transfer, especially on the Internet. Therefore, the Client must inform the Service Provider, before the provision of services or at the time the order is placed, of the means of transmission to be used to ensure the confidentiality of any sensitive information.

 

 

9.    Delivery format

 

Translations are generally delivered by e-mail in the format of the source text. On request, they may be delivered by regular mail. Any other means of delivery or formats must be agreed between the parties and may result in additional charges.

 

 

10.    Liability

 

The liability of the Service Provider may in no case exceed the invoiced value of the work.

 

The Service Provider may in no case incur any liability in respect of claims related to nuances of style or modifications made to the deliverables of the service without its written authorization.

 

It is expressly agreed that delivery deadlines are only of an indicative nature and that late delivery will not lead to penalties. The Service Provider may not be held liable for any loss or damage suffered by the Client or a third party as a direct or indirect consequence of late delivery, as may occur in particular in cases of force majeure or disruption of e-mail connections or postal services.

 

11.    Proofreading and corrections
 
In the event of disagreement over certain aspects of the service, the Service Provider reserves the right to make related corrections in cooperation with the Client.

 

If the translation is to be published, the Service Provider is to receive the printer’s proofs to proofread before publication.

 

Unless otherwise specified in writing, all corrections will result in additional charges calculated at the usual hourly rate.

 

12.    Payment
 
Unless otherwise specified, the entire invoice for the Service must be paid within 30 (thirty) days end of the month from the date of issue. In the event of payment by cheque or bank transfer from abroad, all exchange or bank charges are to be borne by the Client and may therefore give rise either to a flat-rate surcharge specified on the quotation, or to a full rebilling to the Client. Translations remain the property of the Service Provider until payment has been received in full.

 

As these Terms and Conditions of Service are an agreement between the Service Provider and the Client, payment for the Service shall not be subject to verification, approval or payment by any other party.

 

It should be noted that in the event of late payment, orders in progress will be automatically suspended until full payment is made and the Client will be liable, without prior notice, in accordance with Article L.441-6 of the French Commercial Code, for late payment interest at the rate applied by the European Central Bank at its most recent refinancing operation plus 10 (ten) points, applied to the total amount of the invoice in question. A fixed indemnity for collection costs of 40 (forty) euros shall be added.

 

The Service Provider shall not accept any new order from the Client until it has received full payment of the amounts due.
 

 
13.    Copyright
 
Before submitting a document for translation, proofreading or revision to the Service Provider, the Client must ensure that this does not infringe on any third-party rights. He/she must therefore be the author of the original document or have obtained prior written permission from the copyright holder of the document.

 

If these conditions have not been ensured by the Client, under no circumstances shall the Service Provider be held liable if all or a portion of the documents to be translated were to infringe on the rights of a third party or violate any applicable regulations. If this were to occur, the Client shall be held solely liable for any harm or financial consequences resulting from the Client’s negligence.

 

Furthermore, the Client acknowledges that a translation is a new document, whose copyright is held jointly by the author of the original document and the Service Provider. As a result, for literary or artistic translation, and without harm to the Service Provider’s rights to the work, the Service Provider reserves the right to require that his/her name be mentioned on any copies or any publication of the deliverables of the service, in compliance with France’s Intellectual Property Code (paragraph L.132-11).
 

 

14.    Cancellation

 

Cancellation of an order in progress, for whatever reason, must be notified to the Service Provider in writing. The Client shall be invoiced for the work already performed at the rate of  100% (one hundred percent) and for the work remaining to be performed at the rate of 50% (fifty percent).

 

 

15.    Amicable settlement

 

In the event of a dispute of any nature, the Service Provider and the Client undertake to seek an agreed settlement as follows. As soon as the event giving rise to the dispute occurs, either party may refer the matter to the Arbitration Commission of the Société Française des Traducteurs (SFT) by registered letter with return receipt. The parties will allow the Commission to seek an agreement as it deems appropriate. The parties will do everything within their power to ensure the success of this arbitration. They undertake to act in good faith. They further undertake no to take the matter to court in the 4 (four) months following referral to the Commission and acknowledge that any resort to the courts contrary to this undertaking may be considered a denial of competence or, failing this, obviation of agreed settlement, warranting payment to the other party of a penalty amount to 1500 (one thousand and five hundred) euros.

 

 

16.    Disputes

 

These Terms and Conditions are governed by and shall be interpreted in accordance with French law.

 

If no amicable agreement is reached, according to article 15 above, the parties attribute exclusive jurisdiction to the French courts to settle any dispute concerning the provision of services or these Terms and Conditions.