Terms and Conditions for the provision of services

DISCLAIMER: This document is a translated version of my Terms and Conditions for the provision of services provided for reference purposes only. In the event of any inconsistency, the French version shall prevail.

The present terms and conditions for the provision of services are intended to frame the contractual relations between:

Mathilde Barbaroux, sole proprietor, located at 728 bis route de la Tivollière, 38500 Coublevie (France), registered under the number 842 212 698 and hereinafter referred to as “the Supplier”,

and on the other hand, any company or individual wishing to use its services, hereinafter referred to as “the Client”.

Application of the General Terms of Business — Enforceability

All translations commissioned by the Client imply the Client’s full acceptance of these terms of business.

No other terms and conditions shall be in effect and enforceable against the Supplier, unless otherwise agreed in writing by the Supplier.

The fact that the Supplier does not avail herself at any time of any of the present terms and conditions for the provision of services cannot be interpreted as a waiver of the right to avail herself of any of the said conditions at a later date.

Orders and Quotations

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

• The type of service;
• The number of pages or words to be translated, if applicable;
• The language of the translation, if applicable;
• How the price of the service is to be determined. The service shall be billed either on the basis of a flat fee, on the basis of time spent (per hour) or on the basis of the Supplier’s current rates, including her rate per source word (i.e. number of words contained in the text to be translated) or per target word (i.e. number of words contained in the translated text) according to a specified word count tool (MS Word or CAT), on a per-page, per-line or per-minute basis;
• A delivery date or estimated period necessary to perform the task;
• The format of the documents to be delivered, if applicable;
• Any additional charge due to urgency, terminology research or any other request outside the usual services provided by the Supplier.

In order to confirm their order in a firm and definitive manner, the Client must return the quotation to the Supplier without any modification, signed with the mention “agreed and signed” either by post or e-mail or send an e-mail with the expression of the Client’s consent. If the quotation has not been formally accepted, the Supplier reserves the right not to start working on the Client’s project.

If the quotation has not been accepted before the end of its validity period, or by default, within one (1) month from the date of the quotation, it shall be deemed null and void.

The Supplier reserves the right, after having informed the Client, to increase the quoted price and/or to change the delivery date appearing on the Client’s initial order confirmation, in the following cases:

• If the Client adds or modifies the documents to be translated after the Supplier has sent the quotation, in which case the Supplier reserves the right to adjust her price or rate according to the additional work required.
• If the Supplier prepared the initial quotation on the basis of the Client’s description of the task or without having seen all the source material and received firm instructions and/or if the quotation is based on an approximate number of words and/or an extract of the source document(s).

Without the Client’s agreement to these new delivery and/or billing conditions, the Supplier reserves the right not to begin her work.

Unless otherwise agreed in the quote, the costs incurred in the performance of the service (travel expenses, express mail, etc.) shall be borne by the Client.

Any decision to offer a discount, reduce or apply sliding scale rates, based on a percentage or a flat rate (per page, per line or per hour), shall be at the sole discretion of the Supplier and limited to the services included in the quotation. No discount or rebate granted to the Client shall be considered an acquired right for future orders.

In the event that the Supplier has not sent a prior quotation to the Client, orders are placed by simple exchange of e-mails and translation services are invoiced in accordance with the basic rate usually applied by the Supplier or any other rate agreed between the Supplier and the Client in their latest correspondence. Any validation by the Client of a deadline communicated by the Supplier shall be considered as a confirmation of an order.

Proof of Acceptance

For the purpose of proving the acceptance of a quotation, the Client agrees to consider as equivalent to the original and as perfect proof, a fax, an e-mail or an electronic copy of the signed quotation.

Deposit

Any order which amount excluding taxes exceeds one hundred (100) euros may require a deposit, the percentage of which will be specified on the quotation. In this case, the work requested will only begin after the deposit has been received.

Delivery

The date of delivery specified in the quotation shall only apply if the Customer confirms the order before the expiration of the validity period stated in the quotation, as defined in Article 2 above and only after the Supplier has received all of the source material from the Client.

After this period, the delivery date may be updated based on the Provider’s workload.

Responsibility of the Supplier

The task shall be carried out by the Supplier using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Société française des traducteurs (SFT). The Supplier shall make every effort to take into account the information provided by the Client (glossaries, plans, drawings, abbreviations, etc.). The Supplier declines all responsibility in the event of any inconsistency or ambiguity in the original text, the verification of the technical consistency of the final text being the sole responsibility of the Client.

Responsibility of the Client

The Client shall provide to the Supplier all the content to be translated, any technical information necessary for their understanding and, where appropriate, the specific terminology required. If the Client fails to inform the Supplier, the Supplier shall not be held responsible for any non-compliance or failure to meet deadlines.

The Client has ten (10) working days from receipt of the translated or proofread documents to express in writing any concern relating to the quality of the service. After this period, the service shall be deemed to have been duly executed and no complaint will be admitted. To this end, the Client agrees to consider as proof of delivery any acknowledgement of receipt by post or e-mail.

Confidentiality

No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client. However, the Supplier shall at all times exercise due discretion in respect of disclosure to any third party of any information contained in the Client’s original documents or translations thereof without the express authorization of the Client.

Nevertheless, a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material. The translator shall be responsible for the safe keeping of the Client’s documents and copies of the translations and shall ensure their secure disposal. If requested to do so by the Client, the Supplier shall insure documents in transit from the Supplier, at the Client’s expense.

Format

The translation is delivered by e-mail in the format of the source text. On request, it can be delivered by fax or by mail. Any other means of transfer or format must be expressly agreed between the parties and may be subject to additional charges.

Liability

The liability of the Supplier on any grounds whatsoever shall be limited to the total value of the contract.

The Supplier shall not be held liable for any claims based on stylistic nuances or alterations made to her translation by third parties without her consent.

Delivery deadlines shall not be of the essence, unless specifically agreed in writing. Their non-observance cannot, in principle, lead to penalties for delay. The Supplier shall not be liable to the Client or any third party for consequences which are the result of circumstances wholly beyond the control of her party.

Editing and Proofreading

In the event of the Client not being entirely satisfied with the Supplier’s work, the Supplier reserves the right to edit her own work in cooperation with the Client.

If the translation is to be edited, the Supplier will receive the revised document for proofreading.

Unless otherwise agreed in writing, any correction or proofreading shall be charged to the Client based on the Supplier’s current rate.

Payment

Unless agreed otherwise, payment, minus any amount already paid on deposit, shall be made within 30 (thirty) calendar days of the invoice date. The translation remains the property of the translator until full payment is received.

All wire transfer fees and other charges incurred in remitting payment (including intermediary and correspondent bank charges) are payable by the Client. The Supplier reserves the right to invoice the Client for any bank charges deducted from the payment.

Interest at the rate of 10% (ten per cent) per month, effective from the first calendar day following the payment deadline indicated on the invoice, will be charged on all overdue balances, to which shall be added, in accordance with Article D.441-10 of the French Commercial Code, a compensation fee for collection costs of 40 (forty) euros. The Supplier shall not accept any new work from the Client before having received full payment of past due contracts.

Intellectual Property

The Client warrants to the Supplier that the Client has full right, power and authority to have the material translated, and that the translation of the material by the Supplier will not result in the infringement of any existing copyright. The Client agrees to indemnify and save harmless the Supplier against any claim, action, loss or damage incurred by the Supplier as a result of any breach of this warranty.

Translations are protected works under the Berne Convention and may not be reproduced or otherwise used in breach of the Supplier’s copyright. Consequently, in case of a translation work considered of literary or artistic nature, and without prejudice to the Supplier’s economic rights over her work, the Supplier reserves the right to require that her name be mentioned on any copy or publication of her service, in accordance with the French Intellectual Property Code, paragraph L.132-11.

The Supplier may freely assign her copyright to the Client, but such assignment is conditional upon the Supplier having received full payment for services rendered, in accordance with the quotation for the work and these terms of business.

Cancellation

If, for any reason, the Client wish to cancel an order or a task, the Supplier should be notified in writing as soon as is reasonably practical. If the order is cancelled while the contract is being performed, the Client will pay 100% (one hundred per cent) of the agreed rate to the Supplier for the work already performed and 50% (fifty per cent) for the remaining work to be carried out.

Amicable Settlement of Dispute

The Supplier and the Client agree to settle amicably any dispute that will arise from the interpretation or enforcement of these terms of business.

To this end, the matter of the dispute may be referred to the SFT Arbitration Committee, according to which procedure the parties agree to negotiate in good faith to settle promptly and amicably the dispute to mutual satisfaction, without resort to any legal process for four (4) months.

If the dispute is not resolved amicably, it shall be resolved as provided for below.

Applicable Law and Jurisdiction

In any event these general terms of business shall be construed in accordance with French law. If a dispute cannot be resolved amicably between the parties, or if either party refuses to accept arbitration, the parties grant exclusive jurisdiction to the French courts to settle any dispute relating to the provision of service and these general conditions.

Latest version: June 19, 2021