General Terms of Sale
These General Terms of Sale are concluded between:
MLI – Multi Lingual Identity EURL, whose head office is situated at 294 Avenue Henri Barbusse – Bâtiment Les Chênes Escalier 1 – 06220 VALLAURIS, registered under SIRET number: 50778100300029 and hereinafter referred to as “the Service Provider” on the one hand,
and any legal entity or natural person wishing to use its services and hereinafter referred to as “the Client”, on the other hand.
1. Application of General Terms – Opposability
All orders placed imply the Client’s full and unconditional acceptance of these General Terms of Sale to the exclusion of any other document.
No special terms will take precedence over these General Terms of Sale.
The performance of any service by the Service Provider implies the Client accepts these General Terms, and waives his own General Terms of Purchase. Any condition to the contrary shall therefore not be binding to the Service Provider, unless expressly accepted, regardless of when the Service Provider became aware of the condition.
The fact that the Service Provider does not exercise at any moment the right to apply any of the provisions in these General Terms shall not be interpreted as a waiver of the Service Provider’s right to exercise any of the provisions at a later date.
2. PLACING ORDERS/QUOTES
Each order placed by the Client is generally preceded by a free quote, issued by the Service Provider, based on the documents to be translated provided and information sent by the Client.
- The quote sent by the Service Provider to the Client, by post or email, states in particular:
- the number of pages or words to be translated;
- the languages involved;
- the methods used to determine the price of the translation service. This latter is invoiced either at a flat rate, or at an hourly rate, or even at the Service Provider’s rate in force on the day on which the quote was issued, in particular the source rate (i.e. the words contained in the text to be translated) or target rate (i.e. the words contained in the translated text) according to the number proposed by the computer-assisted translation software, Microsoft Word software or any other tool as mutually agreed;
- the delivery date of the translation;
- the format of the translated documents in the event a specific layout has been requested for the delivered document;
- any price increases applied particularly due to urgency, specific terminology research or any other request departing from the usual services provided by the Service Provider.
If confirmation of the order is not received within the time indicated on the quote or within 1 (one) month of the date the quote is sent by the means stipulated above, the quote shall be considered null and void.
- The Service Provider reserves the right, after informing the Client as such, to increase the rates for the services and/or not to adhere to the delivery date which appears on the Client’s initial order confirmation, particularly in the following cases:
- modification of documents or additional supplementary documents by the Client after the quote was issued by the Service Provider. In this case, the Service Provider reserves the right to adjust the rate according to the volume of supplementary text to be handled as noted or requested;
- If the documents were not supplied during the creation of the quote (if the quote had to be drawn up based solely on the approximate number of words and an excerpt of the content to be handled).
Any additional supplementary documents by the Client occurring after the delivery of an order results in the creation of a new order and will be invoiced as such without automatic application of any discount (invoicing of a minimum flat rate, for example).
In the absence of the Client’s express acceptance of the new delivery and/orinvoicing Conditions, the Service Provider reserves the right not to commence work.
Unless otherwise stated on the quote, costs incurred during the provision of services(travel, express mail fees, etc.) are the Client’s responsibility.
Any decisions to offer a discount, reduction, or sliding fee scale based on a percentage or flat fee (per page, line or hour) are at the sole discretion of the Service Provider and only for the service to which they apply. Any discounts or rebates offered to the Client shall not create a right vested in interest concerning future services.
In the event that a quote is not sent to the Client beforehand by the Service Provider, orders are placed by a simple exchange of emails and the translation services are invoiced in accordance with the base rate usually applied by the Service Provider or any other rate agreed between the latter and the Client in the email exchange. Any validation by the Client of the deadline provided by the Service Provider is considered an order.
The Client agrees to consider emails, copies, and computer files as equivalent to the original and valid proof that the quote was accepted.
Any order whose total amount excluding VAT exceeds 500 (five hundred) Euros may be subject to a deposit request, the percentage of which is stated on the quote. In this case, work shall begin only once the payment has been cleared.
5. DELIVERY DATE
Any delivery date given for information purposes and indicated on the quote shall become binding only once the Service Provider has received all the documents to be translated and if the Client has confirmed his order according to the methods defined in article 2 above within 48 hours from the date on which the quote was issued. After that date, the delivery date may be revised if so required by the Service Provider’sworkload.
6. SERVICE PROVIDER’S OBLIGATIONS
The Service Provider agrees to provide a translation that is as faithful as possible to the original and that complies with professional standards. He shall do everything possible to take into account and include in the translation information provided by the Client (glossaries, plans, drawings, abbreviations, etc.). The Service Provider shall not be held liable for any inconsistencies or ambiguities in the original text or even in the event of inaccuracies in the instructions provided by the Client, the verification of the final text’s technical coherence remaining the Client’s sole responsibility.
7. CLIENT’S OBLIGATIONS
The Client undertakes to provide the Service Provider with all of the texts to be translated and any technical information necessary for their understanding and, where applicable, the specific terminology required. If the Client fails to inform the Service Provider, the latter shall not be held liable for any non-conformities or missed deadlines.
The sending a posteriori by the Client of instructions, reference documents or terminology which were not provided when the order was made may result in the invoicing of an additional charge, as well as possible reassessment of the delivery date.
The Client has a period of 7 (seven) working days from receipt of the translated or proofread documents to express in writing any disagreement concerning the quality of the translation. Beyond this period, the service is considered as having been duly performed and no claims can be made. To this effect, the client agrees to consider post or email acknowledgements of receipt as proof of delivery.
The Service Provider undertakes to respect the confidentiality of the information brought to his attention before, during or after completion of the translation. The originals are returned to the Client following a simple written request.
The Service Provider shall not be held liable in the event that information is intercepted or misused during data transfer, particularly via the Internet. Consequently, it is the Client’s responsibility to inform the Service Provider, beforehand or during the order, of the means of transfer to be used in order to ensure the confidentiality of any sensitive information.
The translation is delivered electronically in the format agreed with the Client. Any other means of transfer or format must be expressly agreed between the parties and may result in additional fees.
The Service Provider’s liability shall be limited solely to the invoiced value of the work concerned.
Under no circumstances shall the Service Provider be held liable for any claims relating to nuances of style.
It is stipulated that the delivery deadlines are given for information purposes only; failure to respect them may not, in principle, result in late delivery penalties. In any event, the Service Provider shall not be liable for direct or indirect damages caused to the Client or a third-party resulting from late delivery due, in particular, to force majeure, or a possible transmission problem.
11. CORRECTIONS AND PROOFREADING
In the event of a disagreement over certain aspects of the translation, the Service Provider reserves the right to correct the translation in collaboration with the Client.
If the translation is due to be published, the Service Provider may be required to proofread the printer’s proof.
Unless otherwise agreed in writing, any correction or proofreading of the printer’s proof or to be added to the service initially agreed with the Client will be charged separately on the basis of the hourly rate in force.
12. METHODS OF PAYMENT
Unless otherwise stated on the quote, invoiced amounts are net, without discount and are payable within 15 (fifteen) days from the date on which the invoice was issued.
In the case of payment by cheque or bank transfer from abroad, all foreign exchange and banking fees give rise either to a flat rate increase specified on the quote, or an entirely new invoice being issued to the Client.
Translations remain the property of the translator until payment has been received in full.
It should be noted as regards professional clients only, that in the event of late payments, the Service Provider reserves the right to interrupt orders in progress until full payment is received and the Client is liable, without any formal notice being required, in accordance with article L.441-6 of the Trade Code, for late payment penalties calculated at the rate applied by the European Central Bank at its most recent financing transaction increased by 10 percentage points, applied to the invoice amount concerned, as well as a lump sum for recovery costs of 40 Euros.
13. INTELLECTUAL PROPERTY
Before submitting a document for translation to the Service Provider, the Client must ensure that he has the ownership rights. The Client must therefore be the author of the original document or have obtained written permission to have the document translated from the party holding the copyrights to the document.
Failing that, the Service Provider shall in no way be held responsible if all or part of the documents entrusted by the Client were to violate the intellectual property rights or any other third party’s rights or any other applicable regulations. Where applicable, the Client shall be solely responsible for any damages and financial consequences resulting from the Client’s own negligence.
Furthermore, the Client acknowledges that the translation produced by the Service Provider forms a new document, the copyrights of which are jointly held by the author of the original document and the Service Provider. As a result, where a translation is of a literary or artistic nature and without prejudice to his property rights to his work, the Service Provider reserves the right to request that his name is mentioned on any copies or publications of the translation, in accordance with article L.132-11 of the Intellectual Property Code.
In the event of the cancellation of an order for which work has already commenced, irrespective of the cause, notified in writing to the Service Provider, the work already performed is invoiced to the Client up to 100% (one hundred per cent).
The Service Provider also reserves the right to invoice lump-sum project management fees in the event of the cancellation of a confirmed order which has not yet started.
15. GOVERNING LAW – COURT OF JURISDICTION
In the event of a dispute of any nature whatsoever and before any legal proceedings, the parties agree to make an attempt at conciliation. The parties undertake to make every effort possible in order that this conciliation has a chance of success. They agree to act in good faith.
These General Terms are governed by French law and must be interpreted in accordance with the latter. If no amicable settlement is reached in accordance with article 15 above, the parties give exclusive jurisdiction to the French courts to settle any disputes concerning provision of service and these General Terms.
Version dated 28/06/2017