These general terms and conditions of service set out the rights and obligations of Ms Nawal Benhlal, operating as an individual business with limited liability (Entreprise individuelle à responsabilité limitée – E.I.R.L.) SIRET No. 82199156900020 – R.S.E.I.R.L. LYON (the ‘Translator’), on the one hand, and any individual or legal entity wishing to benefit from her services (the ‘Client’), on theother hand.
2. APPLICATION OF THE GENERAL CONDITIONS – ENFORCEABILITY
Any order placed implies the Client’s full and unreserved acceptance of these general terms and conditions of service to the exclusion of any other document, except for any special express and written conditions agreed upon between the Client and the Translator.
The performance of any service by the Translator implies the acceptance by the Client of these general conditions, and the waiver of its own general conditions of purchase. All other conditions shall, in the absence of express and written acceptance, be unenforceable against the Translator, regardless of when they may have been brought to her attention.
The fact that the Translator does not at any time invoke any of these general terms and conditions of service shall not be construed as a waiver of the right to invoke any of the said terms at a later date.
3. PLACING OF ORDERS/QUOTES
Each order from the Client shall be preceded by a free estimate drawn up by any written means (including by e-mail) by the Translator, based on the documents to be translated provided or the information communicated by the Client.
The quotation sent by the Translator to the Client, by post, fax or e-mail, specifies in particular
- The number of pages or words submitted for translation;
- The translation language;
- How the price of the translation service is determined. The latter is invoiced either on a flat-rate basis, or on the basis of the time spent, or on the basis of the Translator’s price list in force on the day the estimate 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 suggested by Microsoft’s Word software (or any other mutually agreed upon tools), per line or per page;
- The delivery time of the translation service;
- The format of the documents to be translated in case of a specific layout request of the delivered document;
- Any price increases applied in particular due to urgency, specific terminological research or any other request outside the usual services provided by the Translator.
The quotation must be confirmed firmly and definitively by the Client by any written means (including by e-mail) before the acceptance deadline indicated in the quotation.
If the Translator does not receive the acceptance of the quotation, she reserves the right not to start the service.
In the absence of confirmation of his order according to the methods defined above within the period indicated on the estimate or, failing that, within a period of 3 (three) months from the date of the dispatch of the estimate, the latter shall be deemed to have expired.
The Translator reserves the right, after informing the Client, to increase the rates for services and/or not to respect the delivery date indicated on the Client’s initial order confirmation, in particular in the following cases:
a. The modification or addition of additional documents by the Client after the Translator has drawn up the estimate. In this case, the Translator reserves the right to adjust the rate according to the volume of additional text to be processed, as noted or requested;
b. The absence of documents when the estimate was drawn up (if the estimate had to be drawn up simply by communicating the approximate number of words and an extract of the content to be processed).
In the absence of the Client’s express agreement to these new delivery and/or invoicing conditions, the Translator reserves the right not to begin the service. Unless otherwise agreed in the quote, the costs incurred for the performance of the service (travel, sending of express mail, etc.) shall be borne by the Client.
Any decision to grant a discount or reduction or to apply degressive rates, based on a percentage or a fixed price (per page, per line or per hour), shall remain at the sole discretion of the Translator, and only for the service which is the subject of it. Any discounts or rebates granted to the Client shall in no case create a right to subsequent services.
In the event that the Translator has not sent the Client a prior estimate, orders shall be placed by a simple exchange of e-mails and the translation services shall be invoiced in accordance with the basic rate usually applied by the Translator or any other rate agreed upon by the latter and the Client in the exchange of e-mails. Any validation by the Client of the deadline communicated by the Translator shall constitute an order.
For the purposes of proving the existence of this acceptance of a quotation, the Client agrees to consider faxes, e-mails, copies and computer media as equivalent to the original and as perfect proof.
Any order whose amount exceeds 1,000 (one thousand) euros may be subject to a request for a deposit, the percentage of which is specified on the estimate. In this case, the execution of the services will only begin after the deposit has been received.
6. DELIVERY TIME
Subject to receipt by the Translator of all the documents to be translated, the delivery time, given as an indication and mentioned in the quotation, is only applicable on condition that the Client confirms his order in accordance with the terms and conditions defined in Article 3 above within 3 (three) working days from receipt of the quotation. After this period, the delivery date may be revised according to the Translator’s workload.
The Translator shall make every effort to ensure that the work specified in the quotation is completed within the time specified.
The delivery date is calculated from the moment the Translator receives the quotation accepted by the client together with the document to be translated.
7. OBLIGATIONS OF THE TRANSLATOR
The Translator shall endeavour to produce the translation as faithfully as possible in relation to the original document and in accordance with the practices of the profession. She shall make every effort to take into account and integrate into the translation the information provided by the Client (e.g. glossaries).
The Translator cannot be held responsible and declines all responsibility for any inconsistencies or ambiguities in the original text, as the verification of the technical consistency of the final translation is the sole responsibility of the Client.
8. OBLIGATIONS OF THE CLIENT
The Client undertakes to provide the Translator with all the texts to be translated as well as any technical information necessary for the understanding of the text and, if applicable, any specifically required terminology. If the Client fails to inform the Translator, the latter shall not be held responsible for any non-conformity or failure to meet the agreed deadlines.
The Client shall have a period of 10 (ten) working days from receipt of the translated or proofread documents to express any disagreement with the quality of the service in writing.
The Client shall indicate the error he/she has noticed and the correction he/she wishes to make. The Translator undertakes to make the correction as soon as possible. Errors found and corrected by the Translator shall not under any circumstances justify non-payment of the invoice.
After this period, the service is considered to have been duly performed and no dispute can be accepted. For this purpose, the Client agrees to consider as proof of delivery any acknowledgement of receipt by post, fax or e-mail.
The Translator undertakes to respect the confidentiality of information brought to her knowledge before, during or after the performance of the service. The originals shall be returned to the Client upon written request.
The Translator shall not be liable for any interception or misappropriation of information during the transfer of data, especially via the Internet.
Consequently, it is the Client’s responsibility to inform the Translator before or at the time of the order, of the means of transfer that he or she wishes to see implemented in order to guarantee the confidentiality of any information of a sensitive nature.
10. LACK OF LEGAL ADVICE
The translation services offered or provided by the Translator are not legal services and, therefore, do not create a solicitor-client relationship between the Translator and the Client or end user of the translation. The Translator does not provide legal advice. Communications between the Translator and the Client or, as the case may be, the end user of the translation, are therefore not covered by the professional secrecy attached to correspondence between a lawyer and his client.
The translation is delivered by e-mail in Word format. On request, it can be delivered by fax or in hard copy by post, especially for certified translations. Any other means of transfer or format must be expressly agreed between the parties and may be subject to an additional charge.
The services offered by the Translator are carried out within the framework of an obligation of means.
The Translator shall endeavour to carry out the translation in accordance with the original text and in accordance with the practices of the profession. The Translator cannot be held responsible and declines all responsibility for any inconsistencies or ambiguities in the original text.
The Translator shall not be held responsible for any claims resulting from stylistic nuances.
In the event of disagreement regarding the terminology used, the Translator undertakes to find the solution best suited to the Client’s requirements, it being understood that this may not under any circumstances be invoked to call into question the service as a whole, and the Translator shall endeavour to make the corrections as soon as possible.
In the event that the Translator is held liable for any failure to perform or improper performance of the contract, as proven by the Client, compensation shall be limited to the amount invoiced for the relevant service.
In any case, the Translator’s liability shall be exclusively limited to the amount actually paid by the Client for the service performed and mentioned in the relevant invoice.
It is specified that the delivery deadlines are given only as an indication, their non-observance not leading, in principle, to penalties for delay. In any case, the Translator shall not be held liable for direct or indirect damage caused to the Client or to third parties due to a delay in delivery due to force majeure or to a possible delivery problem.
13. CORRECTIONS AND PROOFREADING
In case of disagreement on certain points of the service, the Translator reserves the right to correct the service in cooperation with the Client.
When the translation is to be edited, the Translator shall receive the print proof for proofreading.
Unless otherwise agreed in writing, any correction or proofreading will be invoiced additionally on the basis of the hourly rate in force.
14. TERMS OF PAYMENT
Unless special conditions are specified on the quotation, invoices are net, without discounts and are payable within 30 (thirty) days from the date of issue of the invoice.
In the event of payment by cheque or bank transfer from abroad, all exchange and bank charges will be subject to either a flat-rate surcharge specified on the quotation, or to a full rebilling to the Client.
The translation remains the property of the Translator until full payment is received.
It should be noted, for professional clients only, that in the event of late payment, orders in progress are automatically interrupted until full payment is made and the Client is liable, without prior notice being required, in accordance with Article L.441-6 of the French Commercial Code, for late payment interest calculated at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, applied to the amount of the invoice in question, as well as a flat-rate indemnity for collection costs of 40 euros.
15. INTELLECTUAL PROPERTY
Before submitting a document for translation to the Translator, the Client must ensure that he/she has the right to do so. This means that the Client must be the author of the original document or have obtained prior written permission for translation from the copyright holder of the document.
In the event of failure to do so, the Translator shall not be held responsible in any way if all or part of the documents entrusted by the Client violate the intellectual property rights or any other right of a third party or any applicable regulation. In such a case, the Client shall be solely responsible for any damages and financial consequences resulting from his negligence.
Furthermore, the Client acknowledges that the translation produced by the Translator constitutes a new document, the copyright of which is jointly held by the author of the original document and the Translator. Consequently, in the case of services of a literary or artistic nature, and without prejudice to her economic rights over her work, the Translator reserves the right to demand that her name be mentioned on any copy or publication of her service, in accordance with Article L.132-11 of the Intellectual Property Code.
If the Translator is notified in writing of the cancellation of an order in progress, for whatever reason, the Client shall be charged 100% (one hundred percent) for the work already done and 50% (fifty percent) for the work still to be done.
17. AMICABLE SETTLEMENT
The parties undertake, in the event of a dispute of any nature whatsoever and before any legal action, to submit to an attempt at conciliation.
To this end, as of the occurrence of the disputed fact, the parties undertake to jointly refer the matter to the SFT Arbitration Committee by registered letter with a copy to the other party.
The parties undertake to do their utmost to ensure that this conciliation has every chance of success. They undertake to show all the necessary good faith. They also undertake not to refer the matter to a judge during the four (4) months following the referral to the Committee and acknowledge that any referral made in contradiction with this obligation may be considered as a dismissal or, failing that, as an obstacle to any amicable settlement of the dispute and justifies the payment of compensation of 1,500 (one thousand five hundred) euros to the other party.
18. APPLICABLE LAW – COMPETENT JURISDICTION
The present general conditions are subject to French law and must be interpreted in accordance with it. In the absence of an amicable settlement in accordance with Article 17 above, the parties grant exclusive jurisdiction to the French courts to settle any dispute relating to the provision of the service and these general conditions.