GENERAL TERMS
INTRODUCTION:
MYLINGUIST, represented by Ms Sandrine RIZZO, has a support contract for the creation or renewal of a business activity, made between itself and the association named “PROVENCE CREATION EMPLOI”, Siret No. 423.194.307.00025, whose head offices are located at 272, avenue de Mazargues, 13008 MARSEILLE, designated as the official legal entity for the said support contract.
The said support contract falls within the scope of the arrangements for a “Contrat d’Appui au Projet d’Entreprise” [support contract for a business activity], determined in particular by the provisions of Articles L. 127-1+++ and Articles R.127-1+++ of the Commercial Code.
The name “MYLINGUIST” used for these general terms for provision of services refers to the beneficiary of the contract who operates under the charge of the association named “PROVENCE CREATION EMPLOI”.
Consequently, for the duration of this agreement, which terminates on 19/10/2010 and is renewable for one period of twelve months, MYLINGUIST shall act under the charge of the association called “PROVENCE CREATION EMPLOI”.
Pursuant to the provisions of Article R.127-3 of the Commercial Code, MYLINGUIST shall state on its quotations, invoices, order forms and publicity material, as well as all correspondence and all receipts relating to its activities and, more generally, its business stationery, that it has a support contract for the creation or renewal of a business activity.
MYLINGUIST shall state on such documents the company name, the place of the head offices and the identification number of the legal entity responsible for the support, as well as the contract period.
Article 1: Adherence to these general terms
These general terms for provisions of services are the basis of commercial trading and are to be systematically sent or communicated to all clients.
They prevail over the terms of purchase, unless there is formal written acceptance from MYLINGUIST. Consequently, any contrary terms asserted by a Client, without express acceptance, may not be invoked against MYLINGUIST, no matter whenever they might be made known to it.
They apply for all services commissioned from MYLINGUIST.
The client acknowledges that, at the time of commissioning services, he is aware of these general terms and declares that he accepts them without reservation.
Consequently, the fact that a person seeks a service from MYLINGUIST thereby implies complete adherence, without reservation, to the general terms for provision of services.
Article 2: Quotations
MYLINGUIST shall make available to all its clients a price list for its basic rates of service, which can be consulted at the end of the general terms.
Upon simple request, MYLINGUIST shall draw up a detailed quotation-purchase order, based on documents requiring work and provided by the client for treatment.
The quotation shall include the following:
- · The source language (to be translated) and the target language (for the translation);
- · The price stated in Euros, with VAT as applicable on the day of the quotation-purchase order, as well as the basis for establishing the cost of the translation services i.e. fixed rate, time required based on a an hourly rate, or cost per source word or target word;
- · The delivery date or time for the translation service;
- · The format required for the documents to be translated if there is a specification relating to page presentation for the document to be delivered.
The price stated on the quotation-purchase order is fixed and final, except where the content is altered or additional documents are added by the client after the quotation-purchase order has been established by MYLINGUIST. If that is the case, MYLIGUIST reserves the right to alter the stated price on the basis of the volume of additional text observed or requested.
The price stated on the quotation-purchase order may also be increased if it has been determined, in the absence of documents provided by the client, after receiving only an approximation of the number of words.
If, after the translated document has been delivered, the client requests significant revision of the text for reasons other than the quality of the translation e.g. cuts, updates, changes made for a different public etc., the price stated on the quotation-purchase order shall be increased on the basis of the hourly rate charged by MYLINGUIST on the day of the revision.
Unless there is an agreement to the contrary, the costs incurred for producing the translation (travel, postal charges etc.) shall be charged to the client.
The Client is informed that MYLINGUIST reserves the right to subcontract all or part of its services to a translator.
Article 3: Orders
All orders must be confirmed, without any alterations, by email reply, and the agreement of the client must be stated in the text of the email.
In the event that the quotation-purchase order is sent by fax or postal letter, the order must be confirmed by fax or postal letter and include the words “bon pour accord” [agreed and accepted].
Subject to confirmation of the order within a period of 30 days from the time of sending the quotation-purchase order, the time period stated takes effect from the day that the order is confirmed.
In the event that an order made is confirmed more than 30 days after sending out the quotation-purchase order, the deadline for carrying out the task may vary according to the work load of MYLINGUIST at the time of confirmation. MYLINGUIST is then required to inform the Client of any changes to the deadline for delivery at the time that the project starts.
Furthermore, if an order is not confirmed within a period of 60 days after issuing a quotation-purchase order, that quotation-purchase order shall be null and void.
MYLINGUIST reserves the right to request an advance payment at the time when the order is confirmed, and the percentage shall be stated on the quotation-purchase order. In that event, the translation services to be carried out shall start after the advance payment has been received.
It is stated that deadlines for delivery are only indicative and the fact of their not being met does not mean that penalties for lateness can be applied.
Article 4: Methods of delivery
The Client accepts that any acknowledgement of receipt by means of the postal service or electronic mail shall be taken as proof of delivery.
Unless the Client requests otherwise, the translated document shall be delivered by electronic mail in Word format. Upon request, the translated document may be delivered by the postal service on paper, along with a disk in CD format.
Article 5: Methods of payment
An invoice shall be drawn up and sent out after the service has been carried out.
It is agreed that invoices are to be established with a net amount in Euros and are payable within 30 days from the date of their issue.
MYLINGUIST does not accept any discount for payment in cash or payment at a date prior to that determined by the general terms for provision of services.
Only advance payments made online via the internet site of MYLINGUIST shall be eligible for a discount of 5% of the amount stated on the invoice.
In the event that payment is made by cheque or bank transfer from abroad, all exchange or bank charges shall be passed on in their entirety to the client, who accepts this.
All amounts that are unpaid after the date of settlement stated on the invoice shall result ipso jure in a penalty of an amount twice that of the legal rate of interest, from the day following the date of settlement mentioned on the said invoice, and without need for prior formal notification.
The Client must reimburse charges resulting from contentious recovery of amounts due.
MYLINGUIST reserves the right to suspend any of the client’s orders in progress.
Until the time when full settlement for services has been made, MYLINGUIST shall remain the owner of the copyright for any translated files or documents, in their entirety or in part, in accordance with current laws relating to intellectual property.
In the event of non-payment, any partial or full use, representation or reproduction of the said translation is unlawful.
Article 6: Obligations of the client
The Client undertakes to supply for MYLINGUIST, along with the texts to be handled, all reference documents and/or technical diagrams, designs, plans and information, as are needed for a full understanding of the texts.
The Client undertakes to make available to MYLINGUIST any specific terminology requested.
Article 7: Obligations of MYLINGUIST
MYLINGUIST shall endeavour to produce translations that are as faithful as possible to the original works and in conformance with professional practice and standards. MYLINGUIST undertakes to provide texts that are written with good style, diligence and care.
MYLINGUIST undertakes to take good note of the documents provided by the Client and make full use of them in its translation work.
Article 8: Confidentiality
When undertaking translation services, MYLINGUIST undertakes to preserve the confidentiality of information that has been translated, revised or simply made available to it, whether that information is of a personal, commercial or scientific nature, or of any other nature.
In this respect, MYLINGUIST undertakes to follow in their entirety the customary requirements of confidentiality and commercial secrecy and undertakes not to divulge any information to third parties without prior written agreement from its client, which undertaking applies both at the time when services are being carried out and after they have been carried out.
The above undertaking is applicable except where information is provided to a translator who is a sub-contractee of the service, which is agreed by the client.
MYLINGUIST is not liable for the transfer of information by internet, in the event that such information is intercepted or diverted when information is transferred by the client or to the client, or to the subcontracted translator or by the subcontracted translator.
The Client declares, in this respect, that he acknowledges that information on the internet is not fully protected against interception or diversion. It is the responsibility of the Client to inform MYLINGUIST, prior to placing an order, of the means of transfer that he wishes to be implemented in order to guarantee the confidentiality of the transferred information.
Article 9: Liability
The Client waives the right to hold MYLINGUIST liable for any leak of information or data exchanged that might result from the use of the internet, pursuant to Article 8 of these general terms for provision of service.
MYLINGUIST has no liability in the case of incoherence or ambiguity of an original text submitted for translation, and the verification of the technical coherence of the final text is the sole responsibility of the Client.
In the event of a legal dispute relating to the quality of a service, MYLINGUIST’s liability is limited solely to the amount of the invoice related to the service.
MYLINGUIST cannot in any circumstances be held liable, in relation to the Client or any other person, for special, accessory, indirect or intangible damages resulting from claims relating to the precision, legibility, accuracy or coherence of processed information.
Article 10: Complaints
The Client has ten working days from the date when documents are received to put it in writing that he is unhappy with the quality of the service.
All such complaints must include specific reference by the client to the corrections to be made as well as an explicit commentary relating to the details of disputed sections or terms, along with supporting examples.
Such disputes may only relate to the demonstration of errors made in the translation of the text provided.
In no case can MYLINGUIST be held liable for complaints relating to nuances of style, distinctive terminological choice or differences of interpretation.
The fact of there being some inaccuracies in a part of a translation does not mean that the entire work carried out by MYLINGUIST can be called into question.
MYLINGUIST undertakes to do everything possible to make the specific corrections required, in collaboration with the client. It is agreed that the fact of errors being noted and corrected by MYLINGUIST shall not justify the non-payment of a part of an invoice.
Unless express agreement is made to the contrary, services for corrections or proofreading shall be subject to additional invoicing based on MYLINGUIST’s hourly rate at the time when those services are provided.
After the period of 10 working days referred to above, the service shall be considered to have been accepted purely and simply by the Client, and any later dispute shall be considered to be inadmissible.
Article 11: Cancellation
All confirmation of orders shall be considered as being effective after the price quote/purchase order has been received. All order cancellations shall result in the client being obliged to pay the full amount as stated on the invoice transmitted corresponding to the price quote/purchase order.
Article 12: Intellectual Property
MYLINGUIST shall enjoy the right to respect for its name, its authorship and its translated work, pursuant to the provisions of Article L 121-1 of the Intellectual Property Code. In this respect, translated documents constitute works.
MYLINGUIST reserves the right to request that its name appears on any copy or publication of work provided by its service, pursuant to Article 132-11 of the Intellectual Property Code.
The Client undertakes to be the copyright proprietor for the document to be translated and to ensure that the document complies with the regulations in operation.
MYLINGUIST can in no way be held liable in the event of infringement of the intellectual property rights of a third party. Only the Client may be held liable in this respect and he alone is responsible for any financial consequences and damages that might result from such an infringement.
Article 13: Assignment of jurisdiction
Any legal dispute relating to the interpretation, implementation or validity of these general terms shall be referred to the courts within the jurisdiction of the “Tribunal de Grande Instance” [court of first instance], MARSEILLE.
Article 14: Applicable law
The applicable law for these general terms for provision of services is French law.
