Terms and Conditions

Contractual relationship
These Terms and Conditions shall govern any business relationship created between the Customer and the Supplier as a result of a contract being accepted electronically by the Customer. Unless agreed otherwise by the Supplier, these Terms and Conditions shall take precedence over any contrasting provision that may feature in the Customer’s own terms and conditions or in any other document.

Subject Matter
The assignment agreed upon by the Customer and the Supplier is defined in a contract (Purchase Order) that was accepted electronically by the Customer (the Assignment), the result of which is hereafter called the Work.

Schedule
The Assignment starts on the working day (defined as any calendar day from Monday to Friday, excluding public holidays) following the date of the Purchase Order and ends on the due date specified therein (the Schedule). Any modification or addition to the Assignment may impact the Schedule, which shall be updated accordingly upon agreement between the Customer and the Supplier. The Schedule may also be impacted by any event of Force Majeure encountered by the Supplier or Customer, in which case the Schedule may be updated or the Assignment terminated upon agreement between the Customer and the Supplier, the latter being compensated by the Customer for the unpaid portion of the Assignment performed until the time of termination.

Performance of Assignment
The Supplier shall perform the Assignment with accuracy and care, using the methods and standards pertinent to their work, and in accordance with the terms specified in the Purchase Order. The Customer undertakes to supply the Supplier with all material or information that may be required or deemed useful by the Supplier for the proper performance of the Assignment. In case the Customer does not provide the required material or information, the Supplier gives no guarantee as to the quality of the Work and the Customer accepts that the Supplier may deliver a Work that might be incomplete or not entirely satisfactory to the Customer. Otherwise, the Supplier has the right to terminate the Assignment by sending a written notice at the Supplier’s email address specified in the Purchase Order. In such case, the Customer shall compensate the Supplier for the unpaid portion of the Assignment performed until the notice of termination.

Amendments and termination
Any amendment to the Assignment prior to delivery automatically leads to a reassessment of the due date and other terms specified in the Purchase Order. If the Customer wishes to terminate the Assignment prior to delivery, the Customer must notify the Supplier in writing at the Supplier’s email address specified in the Purchase Order. In such case, the Customer shall compensate the Supplier for the unpaid portion of the Assignment performed until the notice of termination.

Delivery
The Supplier shall deliver the Work electronically and by the due date, in one or more password-protected ZIP archives, to the email address or onto the portal/FTP server specified for such purpose in the Purchase Order. The Customer shall confirm receipt of the archive(s) electronically within two hours from delivery, following which the Supplier shall assume that the Work has been received. The delivery may be prevented by any event of Force Majeure encountered by the Supplier, in which case the delivery may be either cancelled without compensation for the Supplier, the Customer or any third party, or rescheduled (if possible) upon agreement between the Customer and the Supplier without penalties or additional costs.

Payment
The Supplier will invoice the Customer on the eighth day following delivery of the Work. The invoice is payable within fifteen days from the date of invoice. In case of partial deliveries (e.g. when the Assignment has a due date later than twenty working days), as specified in the Purchase Order, an invoice for each delivery will be issued and payable on the same terms as provided herein. The Supplier is entitled to terminate the Assignment with a written notice to the Customer if any invoice for a partial delivery is overdue. In such case, the Customer shall compensate the Supplier for the unpaid portion of the Assignment performed until the notice of termination and pay half the amount of the Purchase Order as compensation for loss of revenue. Interest on any late payment and recovery costs will be charged based on the Customer’s country.

Complaints
Any complaint from the Customer regarding the Work shall be submitted electronically to the Supplier within seven days from the delivery date, and be based on valid reasons. Upon expiration of that period or absence of valid reasons, the Work shall be considered as accepted without reserve by the Customer, and any request from the Customer shall be considered as a new Assignment. Any complaint based on differences in style, terminology or interpretation (when the Customer did not provide any material or instructions related thereto), or on inconsistencies or ambiguities due to the original file(s) shall be rejected. The complaint shall describe the type and number of defects spotted in the Work. The Supplier commits to correct any defect reported in a valid complaint by the deadline agreed upon by the Supplier and the Customer. In such case, the Supplier shall reduce the net invoiced amount by the percentage of corrections made to the Work, and no additional compensation shall be payable to the Customer. In case of delay in the delivery of the Work, other than caused by an event of Force Majeure, the Supplier shall deduct 5% from the net amount of the Purchase Order per day of delay, up to 25%. After five days of delay, the Customer is entitled to receive the Work for half the net amount of the Purchase Order. In any case, no additional compensation other than provided for herein shall be payable to the Customer.

Force majeure
Force Majeure is defined as any act, event or circumstance beyond the control of the Supplier or Customer (such as an illness, a death, a natural disaster, a fire, a flood, a power cut, a technical issue, a war or any other similar impediment) that affects the performance of the Assignment and results in a delayed or impossible delivery. Neither of the Supplier or the Customer may be held liable for any breach of its obligations if it results from a case of Force Majeure as defined by the applicable law. The Party subject to the case of Force Majeure shall immediately inform the other Party of its inability to perform. The suspension of obligations or delay may under no circumstances be a cause for liability for non-performance of the obligation in question, nor induce the payment of damages or penalties for late performance.

Surcharge
All the Supplier’s standard fees, as communicated in a reply to an inquiry, shall incur a surcharge in the following cases:

• If the Assignment is urgent, i.e. must be delivered within a delay shorter than the standard delay observed in the industry or requires work after regular business hours (9am-5pm) or on days other than working days, a 50% increase shall be applied.
• If the Assignment is time-consuming, i.e. contains handwritten, illegible or non-editable texts, complex formatting, poor audio files, etc., a 10% increase shall be applied.

Confidentiality
The Supplier undertakes to keep as strictly confidential all information made available to them before, during and after completion of the Assignment, and shall not disclose such information to a third party (except for the Assignment Team) without the approval of the Customer. The term “Assignment Team” refers to any additional linguist or specialist involved in the performance of the Assignment. Confidential information is deemed not to include information that is or will be known to the general public or is received in any other way (unrelated to the Assignment) by the Supplier. If required by the Customer, a non-disclosure agreement may be signed by the Supplier and the Assignment Team. On request, all data related to the Assignment will be deleted from the Supplier’s equipment and all original copies will be returned to the Customer. The Supplier shall not be liable if the Assignment Team fails to comply with same request.

Intellectual Property
The Work becomes the exclusive property of the Customer once the Supplier has received full payment of the invoice. However, the Supplier is entitled to have free disposal and use of any terminology database and translation memory created in relation to the Assignment, provided the data contained in that database or memory has been anonymized. The Supplier shall also have the right to retain and use any know-how acquired during the performance of the Assignment.

Infringement
The Customer is liable to ensure that the material and information submitted to the Supplier and subsequent handling of such material and information do not infringe on the intellectual property rights or a confidentiality clause of another entity. The Customer shall indemnify the Supplier for any claim made by a third party in connection with the Assignment.

Limited liability
Aside these Terms and Conditions, the Customer cannot make any claim whatsoever against the Supplier in relation to the Assignment. The Supplier shall, under no circumstances, be liable for indirect, special, incidental, consequential, exemplary or punitive damages (including, but not limited to, loss of profits, economic and production losses, etc.). The Supplier shall not be liable for the consequences of any adaptation, modification, addition, withdrawal made to the Assignment. Should the Supplier be held liable in relation to the Assignment, such liability shall be capped at the total net amount the Customer actually paid to the Supplier.

Publicity
The Customer hereby authorizes the Supplier to make public reference to the Customer’s selection of the Supplier’s services and the nature of the services provided.

Validity
The nullity or inapplicability of any of the provisions of these Terms and Conditions shall not entail the nullity of the other provisions, which shall remain in full force. However, the Supplier and the Customer may mutually agree to replace the invalidated provisions.

Waiver
Failure by the Supplier or the Customer to invoke the provisions of these Terms and Conditions, or their rights or remedies, shall not be deemed to constitute a waiver of their rights of action and shall not prejudice their rights to act subsequently.

Term
These Terms and Conditions shall become effective on the date the Assignment is accepted electronically by the Customer, who therefore automatically agrees to them, and shall remain in force until the expiry of the fifteen-day period following the date of invoice or the termination of the Assignment due to a Force Majeure.

Governing law
These Terms and Conditions are governed by the laws in force in the country or province where the Supplier is based, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods, signed on April 11, 1980. In the event of any dispute relating to the validity, interpretation or execution of these Terms and Conditions, the Customer and the Supplier shall attempt to find an amicable solution to such dispute. Should the Customer and the Supplier fail to find an amicable solution within thirty days, their dispute shall fall under the exclusive jurisdiction of the courts located in the district of the Supplier’s registered office.