These general conditions of provision of services present the rights and obligations of Le Quatrième Œil EURL, SIRET 94197337200019 (the “Service Provider”),

on one side,

and any natural or legal person wishing to benefit from its services (the “Client”),

on the other side

1 PURPOSE OF THE TERMS AND CONDITIONS

These terms and conditions determine the contractual conditions applicable to the provision of simultaneous or consecutive conference interpretation services (hereinafter the “Services”) offered by the Service Provider to its professional or consumer customers

These General Terms and Conditions for the Provision of Services do not apply to the Services provided by expert interpreters working for the justice system

For remote interpretation Services, these General Terms and Conditions for the Provision of Services apply and are supplemented by Appendix 1 of this document

The Services offered by the Service Provider consist of intellectual work of simultaneous or consecutive conference interpretation

A simultaneous interpretation is defined as a direct oral translation of the speeches of the speakers in another language or in several languages taking place at the same time as the source speech

Consecutive interpretation is defined as an oral translation done after the end of an utterance The Service Provider takes notes and translates them into another language or into several languages

These two modes of interpretation can be carried out separately or for a single assignment depending on the needs of the audience and the speakers The Terms and Conditions chosen are specified on the Service Provider’s quote

For the purposes of these terms and conditions, the following terms shall have the following meaning within these Terms and Conditions:

• Service Provider: refers to the interpreter identified above who will perform the Interpretation Services in accordance with the terms and conditions defined by these general conditions and the quote accepted by the Client;
• Client: Professional or Consumer who has ordered a Service in accordance with these terms and conditions;
• Consumer: “any natural person who acts for purposes that do not fall within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity” according to the Consumer Code;
• Professional: “any natural or legal person, public or private, who acts for purposes falling within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity, including when acting in the name or on behalf of another professional” within the meaning of the same Code;
• End client: in the case of subcontracting, refers to the client of the Client who benefits from the Services The End Client is not a party to the contract concluded between the Client and the Service Provider The obligations arising herefrom concern only the Client and the Service Provider The Client undertakes to inform the third party of the commitments provided for herein and that it does not interfere with the smooth running of the Services Only the Client is liable to the End Client

2 APPLICATION OF THE GENERAL CONDITIONS – OPPOSABILITY

The Client declares to have read the General Terms and Conditions for the Provision of Services and to have accepted them without reservation before placing an order by accepting the quote or the offer made by the Service Provider The contract formed between the Service Provider and the Client relating to the Services is composed of:

• this document setting out the general conditions applicable to the Services;
• special conditions including the quote which, once completed, determines in particular the content of the assignment, the identity of the client, the estimated duration of performance of the Service, as well as the agreed price

In accordance with the regulations applicable between professionals, it is highlighted here that the General Terms and Conditions for the Provision of Services constitute the sole basis for commercial negotiation

Any contrary condition opposed by the Client will be, in the absence of express acceptance, unenforceable against the Service Provider, regardless of when it may have been brought to its attention

These terms and conditions are written in French in their original version, which alone is authentic and prevails over any other version They apply to the exclusion of all other conditions

3 PLACING ORDERS / QUOTES

3.1 Issuance and Acceptance of Quotes

The expected Service gives rise to the preparation of a description of the Services to be performed, specifying in particular:

• the purpose and characteristics of the Service;
• the duration and place of performance of the Service as well as the dates and times of performance of the Service;
• the price of the Services;
• if the Service is to be performed remotely with the use of a specific remote interpretation system;
• all instructions given by the Client, including whether the Interpretation is to be recorded

No quotation will be made by the Service Provider until it has received clear and complete written instructions from the Client on its need

 The Service may be detailed in a descriptive note or in a specification signed by the Parties which is annexed to this contract and forms an integral part thereof These documents (quotation, note, specifications) specify the methods of execution, the schedule and the procedures for controlling the work if necessary

3.2 Order Acceptance

Orders are final only when they have been accepted in writing (email or post) by the Client by signing the quotation sent by the Service Provider and, where applicable, upon receipt by the Service Provider of the deposit determined in the quotation or the confirmation thereof

The acceptance of the order entails for the Client acceptance of the Service Provider’s general conditions of provision of services, the acknowledgment of being fully aware of them and the waiver of the right to invoke its own conditions of purchase or any other document

The benefit of the order, the Service, is provided to the Client and cannot be assigned to another party by the client without the consent of the Service Provider

3.3 Right of withdrawal (only for the Consumer Client)

In the event of remote purchase of the Services or purchase following a telephone solicitation or outside the usual place of practice of the Service Provider, the Consumer Client has a right of withdrawal of 14 days from the acceptance of the order

If the Client wishes to exercise its right of withdrawal, it must inform the Service Provider by unambiguous email Any amount paid during the exercise of the right of withdrawal will be refunded to the Client except for the application of the rules below

If the Consumer Client wishes the performance of the Service to begin before the end of the withdrawal period, the Service Provider shall collect its express request by any means for contracts concluded remotely and on paper or on a durable medium for contracts concluded off-premises The Service Provider asks the Consumer Client to acknowledge that after the Service Provider has fully executed the contract, the Client will no longer have the right of withdrawal

The Consumer Client who has exercised their right of withdrawal from a Service the performance of which has begun, at their express request, before the end of the withdrawal period, shall pay the Service Provider an amount corresponding to the Service provided until the communication of their decision to withdraw; this amount is proportionate to the total price of the Service agreed in the quotation

The right of withdrawal is neither applicable to professional Clients nor to Consumer Clients after the Service has been fully performed before the end of the withdrawal period for the Services that have begun with the prior and express agreement and with the recognition by the Client of the loss of their right of withdrawal when the Service has been fully performed by the Service Provider

3.4 Order modification/cancellation

Any request for modification or cancellation of the order requested by the Client may not be addressed to the Service Provider or taken into consideration if it has been received in writing at least eight days (8 days) before the start date of performance of the Service indicated on the quote or detailed note

Any modification or cancellation may only be made with the express agreement of the Service Provider

If the Service Provider does not accept the request for modification or cancellation, the deposits will not be returned

In the event that the organization of the assignment is modified and if this modification has an impact on the Interpretation Service to be performed (addition of a working language, changes in schedules, dates, etc.) this quote will no longer be valid, even after signature

Another quote will be prepared

In the event of cancellation of an order in progress, whatever the cause, notified in writing to the Service Provider, the entire Service is invoiced to the Client

In the event of cancellation, all expenses already incurred (tickets, hotel reservations, airline tickets already booked, etc.) as well as any administrative costs incurred (interpreter reservations and preparatory meetings already made, etc.) will be invoiced to the Client in their entirety

4 TERMS AND CONDITIONS OF PERFORMANCE OF THE SERVICES

4.1 Information and collaboration between the Parties

The Service Provider undertakes to respect the confidentiality of the information brought to its attention before, during and after the performance of its Service

The Client must address all the elements of context in order to allow the Service Provider to prepare the assignment The Service Provider may require the Client to transmit this information within a period defined by the Service Provider If this deadline is not met, the Service Provider cannot be held liable

The Client shall make available to the Service Provider any material enabling the Service Provider to correctly perform the Service

The Client is responsible for the information it transmits Any omission or error is its responsibility

The Client undertakes to collaborate with the Service Provider by providing it with all useful and necessary information and documents for the proper performance of the Service and compliance with the execution deadlines

The Service Provider declines any responsibility in the event of inconsistency or ambiguity in the information provided by the Client prior to the performance of the Service

In the event of a breach by the Client of its obligation to inform the Service Provider, the latter may not be held responsible for any non-compliance

The responsibility of the Service Provider cannot be engaged due to an interception or misappropriation of information during the transfer of data Therefore, it is the Client’s responsibility to inform the Service Provider, when placing the order, of the means of transfer it wishes to see implemented in order to guarantee the confidentiality of any sensitive information

             

4.2 Schedule for the performance of the Services

Unless agreed between the parties, the normal and recommended practice for a day of interpretation shall be understood as comprising 8 (eight) hours including 2 (two) hours of break

Hours worked beyond this duration will be invoiced, at the option of the interpreters, on a pro rata basis based on the hourly calculation of 6 (six) hours worked Daily rates are flat rates and cannot be split Any working day started is deemed to be due by the client, even if its effective duration is less than that of the so-called normal shift

The number of interpreters required for the assignment will be determined in advance according to the type of Service, the number of languages, the subject and the daily duration of the conference/meeting Within their teams, interpreters are free to organize their work as they see fit

In any event, the performance of the Service within the deadlines may only take place if the Client is up to date with its obligations towards the Service Provider, whatever the cause

4.3 Late travel and returns

If the Service takes place outside the place of practice of the Service Provider and travel the day before is required, this will give rise to an additional travel fee If the previous day’s trip must be made during working hours preventing the interpreter from performing another Service, fees intended to compensate for this shortfall may be invoiced by mutual agreement with the Client Identical fees may be charged under the same conditions to the Client if the return can only be made the day after the Service, also preventing the interpreter from performing another Service

If the return of the Service Provider to their home or usual place of work after the end of a Service is delayed for reasons beyond their control, the Client must take all reasonable measures to facilitate the return of the Service Provider as quickly as possible and cover the related costs

4.4 Replacement of the Service Provider

The Service Provider reserves the right to find a replacement with the same skills as the Service Provider in the event that the Service Provider is unable to personally perform the Service

The Service Provider remains responsible for the Services performed by the replacement

5 OBLIGATIONS OF THE PARTIES

5.1 Obligations of the Service Provider

The Service Provider shall endeavor to provide the Interpretation Service in accordance with the rules of the trade and in accordance with the practices of the profession It makes every effort to take into account the elements of information provided by the Client (glossaries, abbreviations, etc.), subject to their clarity and their absence of ambiguity

5.2 Obligations of the Client

The Client undertakes to make available to the Service Provider, several days before the conference/meeting, the texts and materials of the interventions made during the conference/meeting and any technical information necessary for understanding and, where applicable, the specific terminology required

When the Client orders a Service involving simultaneous interpretation, it will ensure that there are at least two interpreters (including the Service Provider) for each language and that adequate equipment is provided to all interpreters for the Service

6 FINANCIAL TERMS AND PAYMENT TERMS

6.1 Determination of remuneration and assumption of costs by the Client

The amount of the remuneration for the Services and related costs (transport, accommodation, etc.) is specified in the quote or in the detailed note which indicates the elements for determining the costs that will be incurred and borne by the Client Unless otherwise provided by law, the remuneration will be paid net of any tax withholding It includes the actual work during the day(s) of the conference/meeting as well as the time required for the interpreters to prepare

Unless otherwise agreed on the quotation or the detailed note signed by both Parties, the costs incurred for the performance of the Service (travel, accommodation, etc.) are the responsibility of the Client They will be reimbursed if the Service Provider has advanced said costs.

Any decision to discount, reduce, or apply decreasing rates, remains at the sole discretion of the Service Provider and this, only for the Service that is the subject of it Any discounts granted to the Client shall in no case entail a guarantee of the same for subsequent Services

6.2 Payment deadline and delays

The Service Provider will receive full payment on the date mentioned on the invoice, or no later than thirty (30) days from the date of issue of the invoice, by the payment method indicated

In the event of late payment, the Service Provider may suspend all orders in progress, without prejudice to any other course of action

With regard to Professional Clients, any amount not paid by the due date, appearing on the invoice, automatically entails, from the day following the settlement date on the said invoice, the application of penalties of an amount equal to five times the legal interest rate from the day following the settlement date on the invoice The rate of late penalties is equal to the rate applied by the European Central Bank to its most recent financing operation plus ten points as well as the payment of legal compensation for recovery costs of 40 euros

These penalties will be payable at the request of the Service Provider In addition to the payment of the claim and default interest, the Service Provider may require, as a penalty clause, the payment of compensation fixed at €100

Under no circumstances may payments be suspended or be the subject of any compensation without the prior written consent of the Service Provider

The Service Provider does not intend to grant any discount for cash payment or on a date earlier than that resulting from the general conditions of provision of services

In the event of payment by check or bank transfer from abroad, all exchange or bank charges will give rise either to a flat-rate increase specified on the quote, or to a full re-invoicing to the Client

7 ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS

The material ownership of the results of the work is transferred to the Client at the end of the Service, subject to the actual payment of the Services

The transfer of ownership of the results does not constitute an assignment of the intellectual property rights in the works that may constitute a creation within the meaning of the French Intellectual Property Code

The Client shall refrain from exercising all rights in the work, in particular the right of reproduction, if the copyrights resulting from this creation have not been the subject of a separate assignment agreement accepted by the Service Provider

The assignment of copyrights may be subject to additional remuneration to that provided for in the quotation

Any infringement of the Service Provider’s intellectual property rights constitutes a civil and criminal infringement

Recordings and/or broadcasts of the performance are not allowed After authorization by the Service Provider, recordings and/or broadcasts, regardless of the medium, will give rise to additional invoicing equivalent to a percentage of the amount excluding tax of the fees This amount will be mentioned in the quote

8 LIABILITY AND INSURANCE

The Service Provider is responsible for proven mistakes that it makes in the context of the Services and undertakes as such to repair direct damage exclusively caused to the Client Excluded are indirect damages such as, in particular, operating losses, image damage, etc

The Service Provider’s liability is limited to the amount of the Services

The Service Provider cannot be held liable in the event of non-performance or improper performance of its obligations which is due either to the fact of the Client, or to the insurmountable and unforeseeable fact of a third party to the contract, or to a case of force majeure as defined by the French Civil Code

The Client agrees that, regardless of the grounds of its claim, and the procedure followed to implement it, the possible liability of the Service Provider for the performance of the Services provided for in this contract, will be limited to an amount not exceeding the total sum actually paid by the Client, for the Services provided by the Service Provider

9 PROTECTION OF PERSONAL DATA

For the purpose of performing the Services, the Service Provider processes the personal data of its natural persons, employees of its Client This processing is carried out on the basis of the execution of these general conditions as well as on the basis of compliance with the legal obligations (in particular in tax matters) of the Service Provider This data may be communicated to the French administration (DGCCRF, CNIL, tax administration, etc.) or to a court in the context of a dispute

Each Party undertakes to inform the other Party of any update relating to the personal data of the persons and/or employees concerned and to inform each of these persons personally of the provisions of this clause The data subjects have a right of access, modification as well as limitation and opposition to the processing of their personal data by sending an email to the usual address of the Service Provider

The Service Provider undertakes to implement appropriate technical measures to guarantee the security and confidentiality of personal data The Service Provider undertakes to keep the personal data of its contacts at its customers and prospects for a period not exceeding that necessary for the achievement of the purposes for which they were collected or processed and in any event within a maximum period of three (3) years from the last order for services by the Client Personal data may nevertheless be kept for a longer period in order to comply with legal obligations, in particular tax obligations

10 MISCELLANEOUS STIPULATIONS

The fact that the Service Provider does not avail itself at a given time of any of the clauses herein does not constitute a waiver of the right to subsequently avail itself of these same clauses

The Parties undertake to conclude and execute these general terms and conditions in good faith

11 DISPUTE RESOLUTION In the event of a dispute relating to these terms and conditions, and the commitments they govern, in particular the Services, the parties undertake to seek an amicable solution beforehand within 30 (thirty) days from the written notification of one party to the other party

Any dispute not settled amicably between the parties within the period thus fixed may be submitted by either party to the Tribunal de commerce (Commercial Court) located in the jurisdiction of the registered office of the Service Provider (Strasbourg, France), to which the parties attribute exclusive jurisdiction, unless otherwise provided for by public policy

This clause applies even in the event of summary proceedings, incidental claims or multiple defendants or warranty claims, and regardless of the method and terms of payment

Appendix 1 – Special case: remote interpretation

1 Purpose

This appendix to the General Terms and Conditions for the Provision of Services determines the specific contractual conditions applicable to the provision of remote interpretation services by the Service Provider to the Client

The remote interpretation services are governed by these special conditions, by the general conditions for the rules not specified herein and by the quote issued by the Service Provider and accepted by the Client

Thus, any rule not set out in these special conditions is subject to the general conditions for the provision of services relating to interpreting assignments

2 Terminology

Remote interpretation refers to an intellectual work of simultaneous or consecutive conference interpretation in a configuration where the interpreter (s) are not physically in the same location as some or all of the participants in a meeting or conference

3 Duration of the service

Due to the cognitive and auditory overload involved in remote interpretation, remote interpretation can only be used for short assignments The duration is determined by the parties before acceptance of the quote

4 Execution and Remuneration

Remote interpreting requires the same preparation and availability as a conventional interpreting assignment

Due to the cognitive and auditory overload involved in remote interpretation, the cost of the service is increased The mark-up percentage is indicated on the quote

5 Rights and obligations of the parties

5.1 Rights and obligations of the Service Provider

If the working conditions are not met (sound quality for example) to guarantee a quality interpretation, the Service Provider undertakes to inform the Client and ask them to remedy it

In the absence of intervention by the Client, the Service Provider reserves the right to interrupt the session without this interruption resulting in a change in the price of the Service

5.2 Rights and obligations of the Client

The Client undertakes to comply with the instructions given by the Service Provider and, where applicable, the technician, in particular concerning the discipline of the participants

The Client undertakes to inform the Service Provider at the time of signing the contract of the terms it wishes to use for remote interpretation (including, if applicable, the platform that will be used) as well as whether they would like to record the Service and pay the associated increased fee    

The Service Provider is not responsible for the choice of the platform or for any malfunctions that may result from its use

6 Terms of performance of the Service

The practical terms of the Service may be negotiated between the Service Provider and the Client The Parties agree by means of written documents (detailed note or exchanges of emails)

Any modification of the terms and conditions must be communicated to the Service Provider as soon as possible and be the subject of an agreement between the Service Provider and the Client Failing this, the Service Provider reserves the right to cancel its participation in the assignment without this cancellation being able to engage its responsibility In this case, all costs incurred by the Service Provider shall be paid by the

Client, as well as a percentage, negotiated between the Service Provider and the Client, of the interpretation fees

The Client and the Service Provider agree on the best way to pre-test the terms of remote interpretation for each assignment, under conditions that are as similar as possible to the actual conditions of the Service

7 Liability

In the context of the provision of a remote interpretation service, the Service Provider cannot be held liable:

• in the event of a technical or connection failure,
• in the event of non-compliance by the persons whose statements are interpreted, of confidentiality with regard to the information or data that is transferred during the connection

8 Recording of the service

The recording of the service is prohibited, unless expressly agreed between the parties In this case, any recording gives rise to an increase in fees, pursuant to Article 6 of the CGPS