General Terms and Conditions for Translation Services

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 Translation Services (hereinafter the “Services”) offered by the Service Provider to its professional or consumer clients.

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

• Service Provider: means the translator identified above who will perform the Translation Services according to the terms 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 acting for purposes that do not fall within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity” according to the French Code de la consommation (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, means the person or entity receiving the deliverables ordered by the Client as part of 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 End Client 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 confirms having read the General 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.

Any order placed implies the full and unreserved adherence of the Client to these General Terms and Conditions for the Provision of Services to the exclusion of any other document.

No particular condition may, except as a formal and written exception appearing on the purchase order that has become firm and definitive, prevail over these General Terms and Conditions for the Provision of Services.

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 description of the Services, the identity of the Client, as well as the agreed price.

The contract thus formed defining all the contractual obligations of the parties. The Client agrees by signing this contract not to apply any other document (other general conditions, purchase orders, etc.) to impose other contractual obligations on the Service Provider, unless expressly accepted by the Service Provider.

Any such condition imposed by the Client will therefore, in the absence of express acceptance, be unenforceable against the Service Provider, regardless of when it may have been brought to their 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.

The fact that the Service Provider does not avail itself at any time of any of these general conditions for the provision of services, cannot be interpreted as a waiver to subsequently avail itself of any of the said conditions.

3. PLACING ORDERS / QUOTES

3.1. Issuing a Quote 

Each order from the Client is generally preceded by a free quote, drawn up by the Service Provider, on the basis of the documents to be translated provided or the information communicated by the Client.

No quotation will be drawn up by the Service Provider before having received clear and complete instructions from the Client on its need. The Client is responsible for the information communicated to the Service Provider.

The instructions sent by the Client will be specified in writing in the quote sent by the Service Provider to the Client, by email or post.

This quote specifies in particular:

1. The volume, in particular in the form of the number of pages or words submitted for translation or estimated working hours;
2. The language of the document to be translated (source language);
3. The language of translation (target language and, if applicable, its variant);
4. The methods for determining the price of the Translation Service. The latter is invoiced either on a flat-rate basis, or on the basis of the time spent, or on the basis of the service provider’s rate in effect on the day the quote is issued, in particular by the source word count (words contained in the text to be translated) or by the target word count (words contained in the translated text) according to the count offered by any word counting software (or any other tool mutually agreed upon), or by the line or the page count;
5. The execution time of the Translation Service;
6. The format of the documents to be translated in the event of a specific layout request for the delivered document;
7. Any price increases applied in particular due to urgency, specific terminological research or any other request outside the usual Services provided by the Service Provider;
8. The validity period of the quote.

3.2. Order Acceptance

To confirm their order firmly and definitively, the Client must return the quotation to the Service Provider without any modification, either by post signed with the note “accepted” when the quote was sent by post, or by email with the expression of their consent if the quotation was sent by email. In the absence of receipt of acceptance of the quote, the Service Provider reserves the right not to begin its Service.

In the absence of confirmation of their order according to the terms defined above within the validity period indicated on the quote or, failing that, within 30 days of the date of sending the quote, the latter shall be deemed null and void.

The Service Provider reserves the right, after having informed the Client, to increase the prices of the Services and/or not to respect the delivery date appearing on the original order confirmation from the Client, in particular in the following cases:

1. The modification or addition of additional documents by the Client subsequent to the establishment of the quote by the Service Provider. In this case, the Service Provider reserves the right to adjust the rate according to the additional volume of text to be processed;
2. The absence of documents when drawing up the quotation (if the quotation had to be made on simple communication of the approximate number of words and an excerpt of the content to be processed);
3. A change in the schedule of Services.

In this case, an additional quotation or an amending quotation (which will cancel and replace the initial quotation) will be sent to the Client.

In the absence of the express agreement of the Client on these new terms of delivery and/or invoicing, the Service Provider reserves the right to refrain from starting or to interrupt the Services.

Unless otherwise agreed on the quotation, the costs incurred for the performance of the Service

(travel, sending expedited letters, etc.) are the responsibility of the Client. 

Any decision to apply discounted rates, according to a percentage or a flat rate (per page, per line or per hour), remains at the sole discretion of the Service Provider, and 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.

The acceptance of the order entails, for the Client, acceptance of the Service Provider’s general terms and conditions of service, 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.

In the event that the General Terms and Conditions for the Provision of Services have been accepted by the

Client at the beginning of the commercial relationship and no prior quotation has been sent to the Client by the Service Provider, the orders are placed by simple exchange of emails and the Translation Services are invoiced in accordance with the basic rate usually applied by the Service Provider or any other rate agreed between the latter and the Client in the exchange of emails. Any validation in writing by the Client of the terms of the Service communicated by the Service Provider is equivalent to an order.

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 make use of its right of withdrawal, it must inform the Service Provider by email without ambiguity. 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 this 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 Consumer 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. Canceling an order

In the event of cancellation of an order in progress by the Client, whatever the cause, notified in writing to the Service Provider, the work already carried out shall be invoiced to the Client for 100% (one hundred percent) and the remaining work to be carried out for 50% (fifty percent).

4. EVIDENCE

For the purpose of proving the existence of this acceptance of quotation, the Client agrees to consider e-mail and any other digital communications to be valid proof.

5. FINANCIAL CONDITIONS

Any order of which the amount excluding taxes exceeds 3,000 euros may be subject to a deposit request, the percentage of which is specified in the quote. In this case, the performance of the Services only begins after receipt of the deposit.

Unless special conditions are specified on the quote, invoices are net, without discount and are payable 30 (thirty) days from the date of issue of the invoice.

In the event of payment by check or bank transfer from abroad, all exchange and bank charges shall be borne by the Client.

The deliverable containing the translation remains the property of the translator until full payment of the price of the Services.

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

It should be specified that for Professional Clients, in the event of late payment, orders in progress are automatically interrupted until full payment is made and the Client is liable, without a prior formal notice being necessary, in accordance with Article L.441-10 of the French Commercial Code, for late payment interest calculated at the ECB rate in effect plus 10 (ten) points, applied to the amount of the invoice in question, as well as a lump sum compensation for recovery costs of 40 (forty) euros.

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

6. TURNAROUND TIME

Subject to receipt by the Service Provider of all the documents subject to the Translation Services, the date of performance of the Services is established according to the workload of the Service Provider and confirmed to the Client after receipt of the accepted quote.

The execution dates indicated on the quotation are in any case not binding, and non-adherence thereto cannot give rise to any sanction, penalty, and/or compensation whatsoever for the benefit of the Client.

The provisions of this article are inapplicable to the Consumer Client.

7. RECEPTION

7.1. Translation Delivery 

The translation shall be delivered by e-mail in the format of the source document or any other format agreed between the parties. 

On request, it can be delivered on paper, printed and sent by post. Any other means of transfer or format must be expressly agreed between the parties and may be subject to additional invoicing.

The Service is considered to have been completed as soon as the Service Provider sends the deliverable to the Client or the End Client, at the express request of the Client. This act triggers the issuance of the invoice.

7.2. Proofreading and Corrections 

The Client has a period of 10 (ten) working days from the receipt of its translated or proofread documents to indicate in writing any correction or modification.

It is recalled that the Service may involve turns of style or formulations specific to the Service Provider that do not alter the meaning of the words. These wordings or formulations cannot be considered non-conformity.

After this period, the Service is considered to have been duly performed and no dispute may be admitted. For this purpose, the Client agrees to consider as proof of delivery any acknowledgment of receipt by post or email.

In the event of disagreement on certain points of the Service, the Service Provider reserves the right to correct these in cooperation with the Client.

When the translation is to be edited, the Service Provider must receive the printing proof for proofreading.

Unless otherwise provided in writing, any correction or proofreading after delivery will be subject to additional invoicing on the basis of the hourly rate in effect on the day of the correction or proofreading.

8. OBLIGATIONS OF THE SERVICE PROVIDER

The Service Provider endeavors to carry out the translation with the greatest fidelity to the original and in accordance with the practices of the profession.

The Client acknowledges that the Translation Service may lead to varying formulations. These shall not constitute a non-conformity of the Services. 

The Service Provider makes every effort to take into account and integrate into the translation the elements of information provided by the Client (glossaries, plans, drawings, abbreviations, etc.). 

The Service Provider declines all responsibility in the event of inconsistency or ambiguity of the original text, the verification of the technical consistency of the final text being the sole responsibility of the Client.

9. OBLIGATIONS OF THE CLIENT

The Client undertakes to make available to the Service Provider all the texts to be translated and any technical information necessary for their understanding and, where applicable, the specific terminology required. 

In the event of a breach by the Client of its obligation to inform the Service Provider, the latter cannot be held responsible for any non-compliance or for exceeding the deadline of the Service.

10. PRIVACY

The Service Provider undertakes to respect the confidentiality of the information brought to its attention before, during, or after the performance of its Service. The originals shall be returned to the Client on simple written request.

The Service Provider cannot be held liable for interception or misappropriation of information during the transfer of data, in particular via the Internet. Therefore, it is the Client’s responsibility to inform, before or during the order, the Service Provider of the means of transfer it wishes to see implemented in order to guarantee the confidentiality of any sensitive information.

11. LIABILITY

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 only 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 (the End Client for example), or to a case of force majeure as defined by the French Civil Code.

Under no circumstances shall the Service Provider be held liable for claims motivated by nuances of style. These complaints cannot be considered as non-conformities justifying the non-payment of the invoice.

In any event, the Service Provider cannot be held liable in the event of direct or indirect damage caused to the Client or to third parties due to a case of force majeure, any routing problem, or causes falling under the responsibility of the Client.

12. INTELLECTUAL PROPERTY

Before submitting a document for translation to the Service Provider, the Client must ensure that it has the right to do so and guarantees the Service Provider against any claim in this respect. They must therefore be the author of the original document or have obtained prior written permission for translation from the copyright holder of the document.

Failing this, the Service Provider can in no way be held liable if all or part of the documents entrusted by the Client violate the intellectual property right or any other right of a third party or any applicable regulations. If applicable, the Client alone would assume any damages and financial consequences that would result from its sole negligence.

Furthermore, the Client acknowledges that the translation produced by the Service Provider constitutes an original work protected by copyrights which are the exclusive property of the Service Provider. 

The copyrights thus held by the Service Provider are constituted in accordance with the provisions of the Intellectual Property Code of moral rights and economic rights. More generally, any element produced or belonging to the Service Provider, of which the Client may become aware during the performance of the Service, in particular the Service Provider’s memory or translation segments, is the exclusive property of the Service Provider. 

The order and performance of the Service does not in any case constitute an assignment of the copyrights on the translation or on any element of the Service Provider for the benefit of the Client, unless expressly stipulated otherwise in the quote issued by the Service Provider prior to the performance of the Services. 

Consequently, any use by the Client of the translation and/or any element of the Service Provider is subject to the prior agreement of the Service Provider by setting the terms, for example on the quote issued by the Service Provider. 

The Client shall refrain from any use outside the conditions set and authorized by the Service Provider. 

In accordance with the right of authorship they enjoy under moral rights, the Service Provider may require that their name be mentioned as the author of the work belonging to them and exploited by the Client. 

In any case, the Client shall refrain from any use of the translation carried out by the Service Provider or of any element belonging to the Service Provider, for example the Service Provider’s translation memory, in the context of translation software or a solution operating on the basis of artificial intelligence technology, in particular in order to supplement the data on the basis of which the latter operates.

Any infringement of the Service Provider’s intellectual property rights or more generally of the provisions of this article constitutes a civil and criminal infringement, and/or a contractual breach that may engage the responsibility of the Client.

13. 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 with its Clients 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 3 (three) years from the last order for products by the Client. Personal data may nevertheless be kept for a longer period in order to comply with legal obligations, in particular tax obligations.

14. APPLICABLE LAW – COMPETENT JURISDICTION

These terms and conditions are subject to French law and must be interpreted in accordance with it. 

 

15. 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.