These General Terms and Conditions of Services (“Terms and Conditions” or “GTC”) present the rights and obligations of A. MARTEAU TRADUCTION, individual company, SIRET n° 387 531 569 00011, (the “Service Provider”),
and of any individual or corporate body wishing to use its services (the “Client”).
1. APPLICABILITY AND VALIDITY OF TERMS AND CONDITIONS
All orders placed imply the client’s full acceptance of these Terms and Conditions of Services, without any reservation whatsoever and to the exclusion of any other document.
No special terms will take precedence over these Terms and Conditions unless expressly stated in writing on the final and binding purchase order.
The execution of any service by the Service Provider implies the Client accepts these Terms and Conditions and waives his own general terms and conditions. Any other disposition shall therefore not be binding to the Service Provider unless expressly accepted by the Service Provider in writing, regardless of when the Service Provider becomes aware of the condition.
The fact that the Service Provider does not exercise one or more of the provisions in these Terms and Conditions shall not be interpreted as a waiver of the Service Provider’s right to exercise any of the provisions in these Terms and Conditions at a later date.
2. QUOTES AND ORDERS
Each order placed by the Client shall generally be preceded by a free quote issued by the Service Provider based on the documents to be translated or the information provided by the Client.
The quote the Service Provider sends to the Client by regular mail, electronic mail or fax shall include:
- The number of words or pages to be translated;
- The language pair;
- The way in which the translation was priced.
A translation is billed either at a flat rate, at an hourly rate or based on the Service Provider’s rates at the time the quote is prepared, such as the number of words in the text to be translated or number of target words in the translated text, according the Statistics function in Microsoft Word or any other agreed tool, by line, page or hour.
- The date of delivery of the translation;
- The format of the translated documents in case a specific layout has been requested;
- Any special rates applied because of urgency, specific research or any other service that goes beyond the services usually provided by the Service Provider.
To confirm an order, the Client must return the unaltered quote with his/her/its written approval and signature to the Service Provider by regular mail or fax if the quote was sent to the Client by regular mail or fax or by electronic mail. If the Service Provider does not receive the abovementioned order confirmation, the Service Provider reserves the right not to commence work on the project concerned.
If no order confirmation is received within two (2) months of the date the quote is sent, the quote shall be considered null and void.
The Service Provider reserves the right, after informing the Client, to charge an additional fee and/or not to adhere to the delivery date on the Client’s initial order in the following cases:
- Modification of documents or the addition of documents 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 based on the additional volume of work estimated or requested;
- If no documents were supplied during the initial quote preparation process (If the initial quote was based 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 and/or invoicing conditions, the Service Provider reserves the right not to commence work.
Unless otherwise stated on the quote, costs incurred during the provision of services (travel, courier or postal fees, etc.) will be borne by the Client.
Any decisions to offer a discount, reduction or sliding fee scale based on a percentage or flat flee (per page, line or hour) are at the sole discretion of the Service Provider and only for the service to which they apply. Any discounts or rebates offered to the Client shall not create a right vested in interest concerning future services.
In the event that no quote is sent to the Client before the commencement of work, the orders are confirmed by a simple electronic mail exchange and the translation services are invoiced at the base rate usually billed by the Service Provider or at any other rate agreed with the Client by an electronic mail exchange. Any confirmation by the Client of the delivery date notified by the Service Provider is considered as an order.
The Client agrees to consider faxes, e-mails, copies and data media as equivalent to the original and as valid proof of said order confirmation.
Any order exceeding Euro 1,000.00 excluding tax may be subject to a deposit, the amount of which shall be clearly stipulated in the quote. Work shall begin only after payment of this deposit.
Any delivery date or dates agreed between the Service Provider and the Client, as mentioned for information purposes on the quote, shall become binding only once the Service Provider has received all the documents to be translated and if the Client has confirmed his/her order as specified in Paragraph 2 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.
6. THE SERVICE PROVIDER’S OBLIGATIONS
The Service Provider agrees to provide a translation that is as faithful as possible to the original and that complies with professional standards. He/she shall do everything possible to take into account and include in the translation any information provided by the Client (glossaries, drawings, diagrams, abbreviations, etc.). The Service Provider shall 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.
7. THE CLIENT’S OBLIGATIONS
The Client shall provide the Service Provider with all of the texts to be translated and all of the technical information required to understand the text and, if necessary, the specific terminology required. If the Client fails to inform the Service Provider, the Service Provider shall not be held liable if the translation does not conform to the Client’s standards or if delivery is late.
The client has 10 (ten) 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 shall be considered duly completed and no claims may be made. The client agrees to consider postal, fax or electronic mail receipts as proof of delivery.
The Service Provider agrees to preserve the confidentiality of information the Service Provider becomes aware of before, during, and after providing services. Original documents shall be returned to the Client upon simple written request.
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 or while placing an order of the type of transmission the Client would like the Service Provider to use to ensure the confidentiality of any sensitive information.
Translations are delivered by electronic mail in Word format. On request, translations may be delivered by fax or on paper by regular mail. Any other means or format of delivery must be expressly agreed by the parties and may result in additional fees.
The liability of the Service Provider on any grounds whatsoever 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.
It is expressly agreed that delivery deadlines are provided for information only and that missed deadlines shall not be considered grounds for penalties. 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 to force majeure or a possible postal problem.
11. 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.
Where the translation is to be published, the Service Provider shall receive the printer’s proofs to proofread them before the document goes to print.
Unless otherwise specified in writing, all corrections or proofreading will result in additional charges to be billed at the prevailing hourly rate.
Unless otherwise mentioned on the quote, payment in full to the Service Provider shall be made within 30 (thirty) days from the date of invoice.
In the case of payments by check or bank transfer from abroad, all forex and banking fees will give rise to extra charges as specified on the quote or will be fully billed to the Client.
Translations remain the property of the Service Provider until payment has been received in full.
In the event of late payments, orders in progress can be unilaterally interrupted until full payment is received and the Client will be liable for late payment penalties at an annual interest rate of 10% (Loi NRE 15/05/2001) applied to the entire amount of the invoice, without any formal notice being required.
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 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 sole negligence.
Furthermore, the Client acknowledges that the 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 prejudice to the Service Provider’s rights to the work, the Service Provider reserves the right to require that the Service Provider’s name be mentioned on any copies or publications of the translation, in compliance with France’s Intellectual Property Code (paragraph L.132-11).
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 contract sum for the work completed and half (fifty percent) for the uncompleted work.
15. COMPLAINTS and DISPUTES
In the event of a complaint or dispute of any nature whatsoever, the Service Provider and the Client agree to attempt to settle the complaint or dispute amicably as follows. As soon as the event from which the complaint or dispute arises 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 agree to allow the Commission to attempt to arbitrate using the means it deems appropriate. 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 four months following the referral of the dispute to the Commission. The parties agree that any attempt to resolve the matter through channels other than the Commission during this period may result in the rejection of the case by the Commission or in the incapacity to resolve the matter amicably and shall justify the payment to the other party of Euro 1,500.
16. GOVERNING LAW – LEGAL JURISDICTION
These General Terms and Conditions shall be governed by and construed under the laws of France. Any dispute arising out of or in connection with these General Terms and Conditions, if the matter cannot be resolved amicably in accordance with paragraph 15 hereabove, shall be subject to the exclusive jurisdiction of the French Courts.