These Terms of Service set out the terms and conditions for the provision of services by the Service Provider to the Client.
The recipient of the services is referred to as the Client and the translator – who is a member of the Société française des traducteurs (SFT) – is referred to as the Service Provider.
If any of the provisions set forth in these Terms of Service is deemed void or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of these Terms of Service.
The Service Provider reserves the right to amend these Terms of Service provided such amendments are notified to the Client.
2. Applicability and validity
All orders placed imply the Client’s full acceptance of these Terms of Service, without any reservation whatsoever and to the exclusion of any other document.
These Terms of Service shall take precedence over the Client’s terms of purchase, unless expressly agreed in writing by the Service Provider. Any condition to the contrary presented by the Client shall not be binding to the Service Provider unless expressly agreed by the Service Provider in writing, regardless of when the Service Provider became aware of the condition.
3. Quotes and orders
Each order placed by the Client is usually preceded by a free quote issued by the Service Provider based on the documents to be translated or information provided by the Client. The quote is sent to the Client by the Service Provider by regular mail, fax or electronic mail.
Orders shall only be binding when confirmed in writing and/or upon receipt of the deposit as stated in the quote, if applicable. The Client agrees to consider faxes, emails, copies, and computer files as equivalent to the original and valid proof that the order was confirmed.
If the Service Provider does not receive the order confirmation and the deposit, if applicable, the Service Provider reserves the right not to commence work.
The Service Provider reserves the right, after informing the Client, to charge an additional fee and/or not to adhere to the delivery date stated in the Client’s initial order, in particular in the following cases:
- if the documents are modified or new documents are added by the Client after the initial quote was prepared by the Service Provider, in which case the Service Provider reserves the right to adjust the rate and delivery date based on the additional volume of work estimated or requested;
- if the documents were not furnished during the quote preparation process, i.e. if the initial quote was based on the Client’s estimation of the number of words and/or on an excerpt of the text.
In the absence of the Client’s express acceptance of the new delivery and/or invoicing conditions, the Service Provider reserves the right not to commence work.
Unless otherwise stated in the quote, the Client shall bear the costs incurred during the provision of services (travel, courier, postal fees, etc.).
Any decisions to offer a discount, reduction, or sliding fee scale are at the sole discretion of the Service Provider and only for the service or order concerned. Any discounts or rebates offered to the Client shall not create a right vested in interest concerning future services.
In the event that a quote is not sent by the Service Provider to the Client before the commencement of work, orders shall be placed by a simple exchange of emails and translation services shall be invoiced at the base rate usually applied by the Service Provider or any other rate agreed to between the parties in the email exchange. Any confirmation by the Client of the delivery date indicated by the Service Provider shall be considered as a firm order.
Any delivery date or time set out in the quote shall become binding only once the Service Provider has received all the documents to be translated and if the Client has confirmed the order in accordance with Paragraph 3 above within 3 (three) working days from the date of reception of the quote. After that time, the delivery date may be revised if so required by the Service Provider’s workload. In certain cases, as stated in the quote, the time frame for submission of order confirmation may be reduced or extended at the sole discretion of the Service Provider.
Timely provision of the services shall be subject to the complete and timely fulfilment of the Client’s obligations to the Service Provider for whatever reason.
5. The Service Provider’s obligations
The Service Provider undertakes to use all the necessary care and diligence to provide a quality service that complies with professional standards and the state of the art. The Service Provider only has an obligation to use best endeavours.
The Service Provider agrees to provide a translation that is as faithful as possible to the original and shall do everything possible to take into account and include in the translation information provided by the Client (glossaries, abbreviations, etc.).
The Service Provider may not be held liable for any inconsistencies or ambiguities in the source text, the verification of the final text’s technical coherence remaining the Client’s sole responsibility.
6. The Client’s obligations
The Client undertakes to provide the Service Provider with all of the texts to be translated as well as all the information required to understand them and, if necessary, the specific terminology required. If the Client fails to inform the Service Provider, the latter shall not be held liable if the translation does not conform to the Client’s standards or if delivery is late.
The Client has 5 (five) working days from the time the translated documents are received to inform the Service Provider in writing of any disagreement concerning the quality of the translation. Once this period has expired, the service will be considered duly completed and no claims may be made. The Client agrees to consider postal, fax, or email receipts as proof of delivery.
The Service Provider agrees to preserve the confidentiality of information she becomes aware of before, during, and after providing services, in accordance with the SFT’s Code of Professional Conduct to which she is a signatory.
Original documents shall be returned or destroyed upon written request. Translated files shall also be deleted upon written request from the Client.
The Service Provider shall not be held liable in the event that information is intercepted or used by a third party during the transfer of data, especially on the Internet. Therefore, the Client must inform the Service Provider, before the provision of services, of the means of transmission they would like the Service Provider to use to ensure the confidentiality of any sensitive information.
Translations are delivered by email in Word format. On request, translations may be delivered by fax or as a hard copy by regular mail. Any other means of delivery or formats must be expressly agreed to by the parties and may result in additional fees.
The liability of the Service Provider shall be limited to the invoiced value of the work.
Under no circumstances shall the Service Provider be held liable for claims related to nuances of style.
The Service Provider shall have no liability for any errors introduced in a translation delivered by the Service Provider to the Client, without prior notice being given to the Service Provider.
It is expressly stated that delivery deadlines are provided for information only and that missed deadlines shall not give rise to penalties for delay, unless agreed otherwise by the parties. The Service Provider shall not be held liable for direct or indirect harm to the Client or a third party resulting from late delivery due, without limitation, to force majeure or any distribution problems.
10. Corrections and proofreading
In the event of disagreements about certain aspects of the translation, the Service Provider reserves the right to correct these aspects in cooperation with the Client.
If the translation is to be published, the Service Provider shall receive the printer’s proofs to proofread them before the document goes to press. Failing this, if the translation is modified without the Service Provider’s consent or published without the Service Provider signing off the printer’s proofs, the Service Provider shall be entitled to a lump sum of EUR 5,000 (five thousand euros) as compensation; this lump sum shall be paid by the Client upon receipt of invoice and no claims may be made by the Client.
Unless otherwise specified in writing, all correction or proofreading work will result in additional charges to be billed at the prevailing hourly rate.
Unless otherwise stated in the quote, payment in full to the Service Provider shall be made no later than 30 days from the date of invoice.
Any copyright related to the service shall remain with the Service Provider until payment has been received in full.
In the event of late payment, from business clients only, ongoing orders shall be suspended by right by the Service Provider until full payment and the Client shall pay, without the need for formal notice, from the day after the due date specified in the invoice, in compliance with article L.441 6 of the French Commercial Code, interest for late payment at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 (ten) percentage points, applied to the value of the invoice concerned. Any recovery by means of litigation will result, at the cost of the Client, in fixed compensation, by way of a penalty clause in accordance with article 1229 of the French Civil Code, of EUR 40 (forty euros), to which may be added any other administrative or procedural costs. These penalties shall be collectible only once they have been charged to the Client’s account.
Under no circumstances may payments be suspended or be subject to any compensation whatsoever, unless expressly agreed in writing by the Service Provider.
In the case of payments by cheque or wire from abroad, all forex and banking fees will be either specified in the quote or billed to the Client.
Before undertaking to have a document translated, the Client must ensure that this does not infringe on any third-party rights. Therefore, the Client must be the author of the original document or have obtained written permission to have the document translated from the party holding the copyrights to the document.
If these conditions have not been ensured by the Client, under no circumstances may the Service Provider be held liable if all or part 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 the translation produced by the Service Provider 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 the Service Provider’s name is mentioned on any copies or publications of the translation, in compliance with article L.132-11 of the French Intellectual Property Code.
13. Performance of the contract, cancellation
The acceptance of a quote and placement of an order indicate a commitment from both parties.
If work that is commissioned is subsequently cancelled after work has commenced, for whatever reason and notified in writing by the Client to the Service Provider, the Client shall pay the Service Provider the full (one hundred percent) contract sum for the work completed and half (fifty percent) for the uncompleted work.
If the Client fails to comply with any of their obligations, and 15 (fifteen) days after a formal notice to do so has been sent, the Service Provider may cancel the contract without prejudice to any damages. Such notice of cancellation shall be made by Certified Mail with Return Receipt Requested (CMRRR); the contract shall terminate automatically without any other legal action.
14. Complaints and disputes
In the event of a complaint or dispute of any nature whatsoever and before any legal action is taken, the parties agree to refer the complaint or dispute to arbitration. To do so, as soon as the event from which the complaint or dispute arises occurs, the parties undertake to refer the matter jointly to the Arbitration Committee of the SFT by CMRRR, with a copy being sent by CMRRR to the other party. The parties agree to do everything within their power to ensure that arbitration is successful. They agree to operate in good faith. They also agree not to take legal action in the 4 (four) months following the referral of the matter to the Arbitration Committee. The parties agree that any attempt to resolve the matter through channels other than the Arbitration Committee during this period may result in the rejection of the case by the Arbitration Committee or in the incapacity to resolve the matter amicably and shall justify the payment to the other party of EUR 1,500 (one thousand five hundred euros). Such referral to the Arbitration Committee shall only be possible if one of the parties is a member of the SFT on the date the quote was issued.
15. Applicable law and court of jurisdiction
These Terms of Service and the service provided by the Service Provider shall be governed by and construed in accordance with French law.
The exclusive place of jurisdiction for any complaints or disputes that cannot be settled amicably in compliance with Paragraph 14 above shall be Bordeaux (France). This clause shall apply even in case of summary proceeding, incidental claim, plurality of defendants or introduction of third parties, and whatever the mode or terms of payment; no choice-of-court clauses which may exist in the Client’s documents shall affect the validity and enforceability of this clause.