The following general terms and conditions ("General Terms and Conditions") are applicable to all services provided ("Services") by Telelingua USA Corp. (" Provider"), an Acolad company, to the Customer ("Customer"). Provider and the Customer may be individually referred to as a Party or collectively referred to as the Parties to this Agreement. These General Terms and Conditions shall control Provider’s provision of the Services to the Customer, except to the extent contradicted by the applicable Statement of Work, in which instance any such provision so modified by the Statement of Work shall control while all other provisions of this General Terms and Conditions shall remain in full force and effect.
1.1. Ordering process
Any order (the “Order”) for either translation or interpretation services must be made as outlined below.
1.1.1. Ordering Process for Translation Services
When placing an order for translation Services, the Customer shall send such requests via the Provider’s portal (the “Portal”). Sending requests via the Portal is preferred, however, the Customer may send requests for translation Services via email when the Customer is, for any reason, unable to access the Portal or when the file needing translation is unable to be submitted via the Portal.
When requesting translation Services, the Customer is responsible for ensuring the Provider has all necessary information to complete the request, including but not limited to: (1) the source language; (2) the target language; (3) the source document(s); (4) the delivery date; (5) any necessary media needed and (6) any other specific requests or instructions. Upon the Provider’s receipt of a request for translation Services, the Provider shall send the Customer a quote, indicating the estimated costs for providing the translation Services. The prices are determined based on the number of words counted from the document to be translated and the price list. Upon Provider’s receipt from the Customer of the Customer’s acceptance of the quote, the order for translation Services shall be deemed binding, and may not be cancelled except as otherwise provided in this General Terms and Conditions.
1.1.2. Ordering Process for Interpretation Services
When placing an order for interpretation Services, the Customer shall send such requests via email to the Provider.
When requesting interpretation Services, the Customer is responsible for ensuring the Provider has all necessary information to complete the request, including but not limited to: (1) the source language; (2) the target language; (3) the date, time and location that interpretation is needed; and (6) any other specific requests or instructions. Upon the Provider’s receipt of a request for interpretation Services, the Provider shall send the Customer a quote, indicating the estimated costs for providing the interpretation Services. Upon Provider’s receipt from the Customer of the Customer’s acceptance of the quote, the order for interpretation Services shall be deemed binding, and may not be cancelled except as otherwise provided in this General Terms and Conditions.
1.1.3. Requests to Begin Services Without a Prior Quotation
Whenever the Customer requests that the Provider begin its Services without a quotation being issued, the Provider will perform its Services on the basis of the elements contained in the Service request sent by the Customer via e-mail or via the Portal, as modified or supplemented by successive exchanges between the Parties. The Order will be considered binding upon Customer’s receipt of confirmation from the Provider that the Provider is able to accommodate the Customer’s request. The price of the Services is then determined according to the number of words counted from the document to be translated and the price list.
1.1.4. For all requests :
The Provider reserves the right, after having informed the Customer, to increase the rates of the prices of the Services and/or to set a new delivery date in case the details sent with the request for Services are incomplete or source files are missing (in particular where the price of the Services and the delivery date were established on an approximative word count and an extract of the document(s)’content to be translated). Should Provide need to increase the rates and/or set a new delivery date, the Provider will provide the Customer with written notification of the increased rate and/or delivery date (as applicable).
1.2. Change Order
Should the Customer wish to make changes to an Order after Customer has accepted the Provider’s quotation, it shall make such a request via e-mail. The Provider may either accept or refuse the modification(s) to the Order.
If the Provider refuses to modify the Order, the Customer may cancel or interrupt the Order, depending on the progress of the Order at the time the Customer wishes to modify it:
(i) cancellation of the Order (when no Services have begun): this shall be done as indicated in Article 1.3;
(ii) interruption of the Order (when the Services have begun): at the Customer’s express request, the Provider shall deliver the translation work already completed, but gives no guarantee as to its quality.Whether or not the Customer requests the delivery of the already completed translation work ,it shall pay for the Services completed at the date of the interruption as well as the expenses incurred by the Provider as a result of said interruption, upon presentation by the Provider of all necessary supporting documents.
If the Provider accepts the change(s) to the Order, the Provider shall inform the Customer of the adjustment to the price and/or to the delivery date that may result from the modification(s) requested by the Customer. The Customer shall inform the Provider, via email, whether or not it accepts this adjustment:
(i) If the Customer accepts the adjustment, the Provider shall start or continue its Services under the new terms and conditions;
(ii) If the Customer refuses the adjustment, this refusal shall be considered either as a cancellation or an interruption of the Order. In such a case, the Provider shall proceed as set out in section A (i) and (ii) hereabove.
C. If the Provider refuses the modification(s) and the Customer refuses the adjustment, the Customer may decide that its Order must be executed or continued under the original terms and conditions. This decision must be notified to the Provider via e-mail.
1.3. Cancellation Order
The Customer may cancel a binding Order by sending an e-mail to the Provider.
Except for interpreting Services, the Customer shall bear the following costs:
If the Provider has begun work on the Order:
(i) The price of the Services calculated on a pro rata basis according to the work performed by the Provider as of the date on which Provider was notified of the cancellation
If the Provider has not begun work on the Order:
(i) A cancellation penalty of 20% of the amount of the quotation or of the price of the Services ordered as set out in the price list; and
(ii) (ii) General costs incurred by the Provider resulting from the cancellation, upon presentation of supporting documents. Costs may include, but are not limited to, those incurred securing any necessary software or licenses to complete the Order.
For interpreting Services, the Customer shall bear the following costs:
(i) Cancellation fees corresponding to:
a. 50% of the price of the Services if the cancellation occurs up to fifteen (15) Business days before the starting date of the Services,
b. 80% of the price of the Services if the cancellation occurs between eight (8) and fourteen (14) Business days before the starting date of the Services,
c. 100% of the price of the Services if the cancellation occurs seven (7) Business days or less before the starting date of the Services, and
(ii) General costs incurred by the Provider, resulting from cancellation, upon presentation of supporting documents. Costs may include, but are not limited to, those incurred in securing a qualified interpreter as well as any expenses incurred in anticipation of any necessary travel to perform the Services.
The Provider guarantees the provision of high-quality Services performed by professionals working in their mother tongue.
The Provider shall also respect:
- any “Customer translation glossary” when provided by the Customer prior to of the performance of the Service or any terminology requirements imposed by the Customer and provided prior to the translation of the document concerned, with said terminology requirements accepted by the Provider;
- any document formatting specified by the Customer in writing, notified prior to the translation of the document concerned, and accepted by the Provider.
Any choice involving synonyms or stylistic preferences, as well as any request for modifications or any instruction communicated by the Customer after the placement of the Order shall not constitute a quality defect for which the Provider may be held responsible.
3. Completion of Services
3.1. For all translation Services:
Translation Services shall be deemed completed on the date of delivery ("Delivery Date") of the final written product ("Deliverable"). For delivery via e-mail, the Delivery Date shall be the date on which the Provider sends the email. For delivery via the Portal, the Delivery Date corresponds to the date on which the Deliverable was posted on the Portal.
Once the Deliverables have been delivered, the Customer has thirty (30) calendar days from the Delivery Date to assess their conformity with these General Terms and Conditions, as modified by the applicable Statement of Work. Should the Customer assert that the Deliverable is incorrect or incomplete, the Customer must detail, in writing, the reasons supporting such assertion and the desired corrections. If these corrections appear to be justified, the Provider may proceed with the correction or replacement of the Deliverable, at no additional charge to the Customer.
Should the Customer fail to respond within said thirty (30) day period from the Delivery Date, or should the Deliverables be partially or fully used and/or communicated by the Customer, the Deliverables shall be deemed accepted and cannot be subject to the above mentioned procedure.
3.2. For interpreting services:
As the interpreting Services are services performed instantaneously, in a place determined by the Customer, they are deemed to be completed at the time indicated in the Order (hereinafter the “Completion Date”). As of the Completion Date, the Customer has ten (10) calendar days to notify the Provider if the Services were incorrect or incomplete.
4. Obligations of the Customer
The Customer shall undertake to:
- Inform the Provider in advance, as far as possible, of any new project involving the Services in order to enable the Provider to set up the appropriate teams,
- Cooperate fully and in good faith with the Provider and, in particular, provide the Provider with all necessary information in connection with the performance of the Services, as well as answer any questions sent by the Provider in a timely manner,
- Communicate to the Provider any reference documents which may provide better understand of the new requests for translation services in their context. Should the Provider already have or create specific glossaries for the Customer, the Customer shall modify or validate them if necessary,
- Put the Provider's employees, agents, consultants, trainees and subcontractors ("Representatives") dedicated to the performance of the Services in contact with its own Representatives involved in the performance of the Services,
- When the Services are performed on its premises, the Customer shall make available to the Provider all necessary means, to which it is the only one having access,and which are essential to the performance of the Services,
- Communicate to the Provider any comments on the quality of the translation in order to help it maintain any panel of dedicated translators and interpreters,
- Pay the price established at the time of the Order according to the terms and conditions defined in the Article "Financial Conditions". The Deliverables shall remain the exclusive property of the Provider until full payment has been received.
5.1. Each Party shall indemnify, hold harmless, and defend the other and its employees, trustees, and officers from and against any and all liabilities, losses, damages, claims, fines, penalties, causes of action, and other expenses of any nature whatsoever (including reasonable attorneys’ fees), caused by or as a result of the performance of any intentional acts, negligent acts or omissions by such Party, or as a result of a breach of any covenant contained in these General Terms and Conditions.
The Provider shall not be liable for the consequences of any act or omission by the Customer or any of its Representatives, including any adaptation, modification, addition or removal made to the Services and the Deliverables.
It is specified that the Customer may not base its claims on a failure to perform a full proofreading if it has not expressly subscribed to this additional option.
5.2. By means of an express agreement between the Parties, the liability of the Provider under this Agreement shall be limited per each contractual year, all types of damages included, to 100% of the amount inclusive of tax of the Services paid by the Customer during said contractual year. The Customer waives the right to make any claim exceeding this amount against the Provider.
5.3. The Parties agree that all liability claims to which the Agreement may give rise shall be time-barred within a period of one year from the occurrence of the event that gave rise to a Party's liability. When the event could not be known by the affected Party, the aforementioned one-year period shall begin to run from the date of knowledge of the event by the affected Party.
6. Force Majeure
In the event of any failure or delay either party’s performance under this Agreement resulting from causes beyond such party’s reasonable control and occurring without its fault or negligence, including without limitation, acts of nature, fire, pandemic, government restrictions, wars, and insurrections, such party shall not be liable to the other for any such failure or delay in its performance. 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.
The provisions of this Section shall survive the termination of this Agreement regardless of the reason for such termination.
7. Financial conditions
The price of the Services, whether or not it appears in a quotation, will be calculated on the basis of the price list. Prices will be expressed in US dollars, and no discount shall be available for early payment.
Prices include all costs related to the performance of the Services, with the exception of (i) accommodation and travel expenses and (ii) the acquisition of specific items from third parties, such as software or equipment licenses, which shall be subject to an estimate, either in the quotation or in exchanges prior to Order confirmation. These costs, which are not included in the price of the Services, must be accepted by the Customer before the Provider can incur the related expenses.
7.2. Invoicing and payment terms
Each invoice will be sent via email, in PDF format. Invoices are payable within thirty (30) calendar days of receipt, via wire transfer or check.
Should the Customer dispute the invoice, or any portion of the invoice, the Customer must notify the Provider within thirty (30) calendar days of Customer’s receipt of the invoice, with a description of the reasons for the dispute. However, the Customer must pay the undisputed invoice items on the due date.
Should an invoice remain unpaid on the due date, any sum due to the Provider and which is not disputed by the Customer, shall bear interest at a rate of 1.5% per month. The Provider reserves the right to claim additional compensation, should the collection costs incurred exceed the amount otherwise owed to the Provider. In addition, should a formal notice to pay go unheeded for fifteen (15) calendar days, the Provider may suspend the execution of its Services in progress until full payment of the overdue invoices has been received.
7.3. Financial guarantees
For all binding Orders, the Customer must provide sufficient financial guarantees and that it is able to pay the corresponding amounts on their due date, in accordance with the law. If the Provider has serious reasons to fear payment difficulties on the part of the Customer on the date of the Order, or after said date, or should the Customer fail to present the same guarantees as the one provided at the date of confirmation of the Order, the Provider may, at its discretion:
(i) make the performance of the Services subject to the payment of a down payment or the continuation of the Services subject to the immediate payment of the amount of the quotation or the price of the Services inclusive of tax, or
(ii) require the Customer to provide its income statement, even if provisional, to enable the Provider to assess the Customer's solvency.
Should the Customer refuse to comply with either of the two abovementioned choices, the Provider may refuse the Order(s) and/or suspend the Services in progress, without the Customer being able to claim unjustified refusal to perform, or seek any compensation whatsoever, or, in general, without the Provider being held liable.
Each Party undertakes (i) to keep confidential all information it receives from the other Party, including (ii) not to disclose the other Party's confidential information to any third party, other than Representatives with a need-to-know; and (iii) not to use the other Party's confidential information except to exercise its rights and fulfil its obligations under the General Conditions and/or the Orders.
Notwithstanding the foregoing, neither Party shall have any obligation whatsoever with respect to information that (i) has or would become publicly available without this resulting from anyfault of the Party receiving it, (ii) is independently developed by the Party receiving it, (iii) is known to the Party receiving it before it is disclosed to it by the other Party, (iv) would legitimately be received from a third party who is not under an obligation of confidentiality, or (v) should be disclosed by law or court order (in which case it should be disclosed only to the extent required and after giving written notice to the Party providing it).
In the event of a breach or threatened breach under this Section, each party acknowledges and agrees that the non-breaching party shall be entitled to injunctive relief, without posting of a bond, in order to prevent the breach or continuing breach thereof, in addition to any and all other rights and remedies available at law or in equity. The provisions of this Section shall survive the termination of this Agreement regardless of the reason for such termination. Subject to the obligations set forth in the Article "Personal Data", the Parties undertake to return or destroy, in accordance with the other Party's instructions, any medium of Confidential Information, at the request of the Party concerned, within a maximum period of thirty (30) calendar days of being notified of a request to destroy.
9. Intellectual Property
9.1. Intellectual Property Rights on pre-existing elements
Each Party grants to the other Party a non-exclusive, non-transferable licence (except to the Affiliates of the other Party) to use its tools, methods, works, software, know-how, or other intellectual property. This licence is granted free of charge, for the duration of the General Terms and Conditions and, to the extent necessary (i) to the Provider, to provide the Services and (ii) to the Customer, to use, reproduce, modify, adapt, represent the Services and Deliverables.
9.2. Intellectual Property Rights on Deliverables
The Provider assigns exclusively to the Customer, and after full payment of the related invoices, all intellectual property rights on the Deliverables that are recognised by the laws or regulations of any country, as well as by current and future international conventions. This assignment is granted free of charge, for the entire world, and for the legal term of the copyright in each country and for any extension thereof.
Therefore, as long as the Customer respects the moral rights of the authors, the Customer may freely and as many times as it wishes(within the limits of the translation industry standards):
- reproduce or have reproduced, free of charge or in return for payment, all or part of the Deliverables, whether or not associated with other works of any kind whatsoever, for the purposes of information, documentation, promotion or any other purpose;
- undertake or have undertaken any adaptations, modifications, additions or withdrawals it deems necessary for the exploitation of the Deliverables;
- represent or have represented, free of charge or in return for payment, in any place and in any form, all or part of the Deliverables, by presentation to the public, public screening and transmission or television broadcasting in any public or private place, by any electronic communication process.
The Customer may assign to any third party of choice the benefits of this assignment as well as all associated rights. However, the Provider reserves the right to retain and use the know-how acquired during the performance of the Services that gave rise to the said results and/or Deliverables.
Each Party represents that it is the rightful owner of all intellectual property rights on the elements it provides for the performance of the Services.
Moreover, the Provider shall not be liable for any infringement of a third party intellectual property right arising from the use, reproduction, modification, adaptation and/or representation of the Deliverables and/or the results of the Services by the Customer if the said Deliverables and/or results of the Services are merely the translation and/or interpretation of documents and/or exchanges initially submitted to the Provider by the Customer and/or originating from the Customer, unless the Customer demonstrates that the translation and/or interpretation in itself infringes (i.e. independently of the documents and/or exchanges emanating from the Customer) the intellectual property rights of said third party.
10. Personal Data
With regard to the data contained in the documents transmitted by the Customer as part of a Service, the Customer undertakes to only transmit to the Provider documents that do not contain any personal data. By way of exception, if the presence of personal data in the documents transmitted by the Customer proves, in the Customer's opinion, to be indispensable for the performance of the Service, the Customer undertakes to inform the Provider of this in advance. The Customer warrants to the Provider that it has the necessary rights and authorisations to transmit such data to the Provider and indemnifies the Provider against any recourse in this respect.
The Provider undertakes not to make any use of the personal data contained in a document and to implement the appropriate technical and organisational measures in order to guarantee a level of security appropriate to the risk. This data is Confidential Information within the meaning of the article "Confidentiality" of the General Terms and Conditions.
Each Party authorises the other, during the term of the General Terms and Conditions and for three (3) years following the term of the General Terms and Conditions, to mention its trade name and reproduce its trademarks and logos, to the exclusion of any other indication, on its means of communication (such as its website(s), brochures, commercial descriptions, etc.) and on a list of references that it may distribute to its commercial leads.
The Provider is expressly authorised to subcontract all or part of its obligations under the General Terms and Conditions without the prior written consent of the Customer. In this respect, the Customer aknowledges that the Services are performed by translators and interpreters who, for the most part, are subcontractors. In the event of subcontracting, the Provider shall remain solely liable for the proper performance of the Services . To this end, the Provider ensures that its subcontractors comply with obligations at least equivalent to those imposed on the Provider under these General Terms and Conditions.
Each Party shall refrain from soliciting, employing or otherwise using the services, directly or indirectly, of any Representative of the other Party who is or has been involved in the performance of the Services.
This prohibition shall apply (i) for the entire duration of the General Terms and Conditions and for a period of twelve (12) months from its termination and (ii) even where the solicitation is at the initiative of said Representative. In addition, the prohibition shall apply to any Representative of the other Party who has not been an employee of that Party for less than twelve (12) months at the time the breach of this Article materialises.
14. Relationship of the Parties
The relationship between the Parties, as created pursuant to this Agreement, is that of independent contracting parties and this Agreement shall not constitute the formation of a partnership, joint venture, employment, or principal-agent relationship between those parties, nor shall this Agreement be deemed to create any relationship other than that of the independent parties contracting with each other solely for the purpose of carrying out the terms and conditions of this Agreement.
Neither party shall have any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the other party unless otherwise specifically provided for herein.
This Agreement may not be assigned by a Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that no consent shall be required for any assignment to an Affiliate of the Parties or any assignment in connection with any merger, acquisition, or sale of all or substantially all of the assets of either Party to a third party that agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment or transfer of this Agreement made in contravention of the terms hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns.
16. Mutual Indemnification
Each Party shall indemnify, hold harmless, and defend the other and its employees, trustees, and officers from and against any and all liabilities, losses, damages, claims, fines, penalties, causes of action, and other expenses of any nature whatsoever (including reasonable attorneys’ fees), caused by or as a result of the performance of any intentional acts, negligent acts or omissions by such party, or as a result of a breach of any covenant contained in this Agreement. The provisions of this Section shall survive the termination of this Agreement regardless of the reason for such termination.
Notices shall be addressed by registered letter with acknowledgement of receipt to the designated point of contact of each of the Parties and as is designating in writing to the other party. Any notice shall take effect from the date of its first submission.
The nullity or inapplicability of any of the stipulations of the General Conditions shall not entail the nullity of the other stipulations, which shall retain their full force and scope. However, the Parties may, by mutual agreement, agree to replace the invalidated stipulations.
Failure by one of the Parties invoke the provisions of the General Terms and Conditions or its rights or remedies shall not be deemed to constitute a waiver of that Party's rights of action and shall not prejudice the rights of that Party to act subsequently.
These General Terms and Conditions shall become effective on the earliest of the following two dates: (i) the date of signature of the General Terms and Conditions by the Customer, or (ii) the date of the first Order placed for the provision of a Service, which therefore automatically entails the Customer's acceptance of the General Terms and Conditions.
They shall remain in force until the expiration or termination of the last Order.
21. Governing law and jurisdiction
These General Terms and Conditions are governed by New York law.
In the event of any dispute relating to the validity, interpretation or execution of the General Terms and Conditions, the Parties undertake to attempt, before any referral to a court of law, to find an amicable solution to such dispute, controversy or claim.In any event, should the Parties fail to find an amicable solution within thirty (30) calendar days, the parties agree to submit to the exclusive jurisdiction of the state courts located within the State of New York.
22. Full and Complete Agreement
All of the provisions of the General Terms and Conditions, together with the applicable Statement of Work, constitute the entire agreement between the Parties with respect to its subject matter. Any and all prior agreements, promises, inducements, negotiations or representations not expressly set forth in this Agreement are superseded hereby and are void and of no force and effect. This Agreement cannot be altered or amended except pursuant to an instrument in writing signed by the Parties.