General Terms of Business
The present General Terms of Business (“GTB”) are intended to frame the contractual relation between:
Orane Desnos, owner and representative of the company Orane Desnos (Tradistica), whose registered office is located at 57 boulevard Demorieux, Le Mans, France, and holder of the SIREN number 841 765 936 (the “Service Provider”);
And on the other hand, any company or individual wishing to use its services (the “Client”).
The Service Provider provides translation/transcreation/subtitling services from English and Spanish to French, as described on the Service Provider’s website: https://tradistica.com.
- Target document: translated document.
- Source document: document to be translated.
- Target language: language into which the document is translated. The Service Provider’s target language is her mother tongue, French.
- Source language: language of the document to be translated. The two source languages translated by the Service Provider under these GTB are English and Spanish.
- Target words: words contained in the translated text.
- Source words: words contained in the text to be translated.
- Translation: set of processes consisting of transposing content from one language to another.
- Transcreation: set of processes consisting of transposing content from one language to another while adapting it creatively so it reaches the target audience more effectively.
- Sous-titrage: set of processes consisting of displaying text at the bottom of the image, during a video stream.
3. APPLICATION AND ENFORCEABILITY OF THE GENERAL TERMS OF BUSINESS
All orders commissioned by the Client imply the Client’s full acceptance of these GTB. No other terms and conditions shall be in effect and enforceable against the Service Provider, unless otherwise agreed in writing by the Service Provider.
The fact that the Service Provider does not avail herself at any time of any of the present general conditions of service provision cannot be interpreted as a waiver of the right to avail herself of any of the said conditions at a later date.
In addition, these GTB and/or the Client’s GTB only take effect upon signature by the Customer and the Service Provider.
If one of the stipulations of the present contract were to be annulled, such annulment would not entail the nullity of the other stipulations which would remain in force between the parties. Any contractual changes are only valid after a written and signed agreement between parties.
4. QUOTES & ORDERS
Each Client’s order is preceded by a free quotation, drawn up by the Service Provider on the basis of the documents provided or information communicated by the Client.
The quotation sent by the Service Provider to the Client, by mail or e-mail, shall specify in particular:
- The number of words or pages to be translated;
- The language pair;
- How the price of the translation/transcreation/subtitling service is to be determined. The translation/transcreation/subtitling service shall be billed either on the basis of a flat fee or on the basis of time spent (per hour);
- The date of delivery of the translation/transcreation/subtitling service;
- The format of the translated/transcreated/subtitled documents in case a specific layout has been requested;
- Any additional charge due to urgency, terminology research or anyother request outside the usual services provided by the Service Provider.
In order to confirm his/her order in a firm and definitive manner, the Client must return the quotation to the Service Provider without any modification, signed with the mention “agreed and signed” either by mail or e-mail or send an e-mail with the expression of the Client’s consent. If the quotation has not been formally accepted, the Service Provider reserves the right not to start working on the Client’s project.
If the quotation has not been accepted before the end of its validity period, or by default, within one (1) month from the date of the quotation, it shall be deemed null and void.
The Service Provider reserves the right, after having informed the Client, to increase the quoted price and/or to change the delivery date appearing on the Client’s initial order confirmation, in the following cases:
- If the Client adds or modifies the documents to be translated after the Service Provider has sent the quotation, in which case the Service Provider reserves the right to adjust her price or rate according to the additional work required.
- If the Service Provider prepared the initial quotation on the basis of the Client’s description of the task or without having seen all the source material and received firm instructions: if the quotation is based on an approximate number of words and/or an extract of the source document(s).
Without the Client’s agreement to these new delivery and/or billing conditions, the Service Provider reserves the right not to begin her work.
Unless otherwise agreed in the quote, the costs incurred in the performance of the service (travel expenses, express mail, etc.) shall be borne by the Client.
Any decision to offer a discount, reduce or apply sliding scale rates, based on a percentage or a flat rate (per page or per hour), shall be at the sole discretion of the Service Provider and limited to the services included in the quotation. No discount or rebate granted to the Client shall be considered an acquired right for future orders.
In the event that the Service Provider has not sent a prior quotation to the Client, orders are placed by simple exchange of e-mails and translation/transcreation/subtitling services are invoiced in accordance with the basic rate usually applied by the Service Provider or any other rate agreed between the Service Provider and the Client in their latest correspondence. Any validation by the Client of a deadline communicated by the Service Provider shall be considered as a confirmation of an order.
5. PROOF OF ACCEPTANCE
For the purpose of proving the acceptance of a quotation, the Client agrees to consider as equivalent to the original and as perfect proof, an e-mail or an electronic copy of the signed quotation.
The prices of the services being sold are those which are in effect on the day the order is accepted. They are quoted in Euros and exclusive of tax. The Service Provider is not subject to VAT (VAT-exempt under Art. 293 B from French Tax Code).
Any first order shall be subject to a 50% deposit of the total quoted amount.
Any order which amount excluding taxes exceeds one thousand (1,000) euros may require a deposit, the percentage of which will be specified on the quotation. In this case, the work requested will only begin after the deposit has been received.
For long assignments or texts, the Service Provider may request an initial payment and periodic partial payments on terms to be agreed. Where delivery is in instalments and notice has been given that an interim payment is overdue, the Service Provider shall have the right to stop work on the task in hand until the outstanding payment is made.
No discount shall be granted for early payment.
Any delivery dates agreed between the Service Provider and the Client shall become binding only once the Service Provider has received all the documents to be translated and if the Client has confirmed his/her order as specified in Paragraph 4 above within 3 (three) working days from the date of reception of the quote. After that time, the delivery date may be revised if so required by the Service Provider’s workload.
9. RESPONSIBILITY OF THE SERVICE PROVIDER
The translation/transcreation/subtitling task shall be carried out by the Service Provider using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Société française des traducteurs (SFT). Time and
expense permitting, the Service Provider shall use her best endeavours to do the work to the best of her ability, knowledge and belief, and consulting such authorities as are reasonably available to her at the time.
A translation/transcreation/subtitling task shall be fit for its stated purpose and target readership, and the level of quality specified. Unless specified otherwise, translation/transcreation/subtitling tasks shall be deemed to be of “for information” quality (translator-revised).
The Service Provider shall make every effort to take into account and integrate into the translation the information provided by the Client (glossaries, plans, drawings, abbreviations, etc.). The Service Provider declines all responsibility in the event of any inconsistency or ambiguity in the original text, the verification of the technical consistency of the final text being the sole responsibility of the Client.
The Service Provider shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Service Provider’s ability to comply with the terms of the Client’s order and assist the Client as far as reasonably practical to identify an alternative solution.
10. RESPONSIBILITY OF THE CLIENT
The Client shall provide to the Service Provider all the content to be translated, any technical information necessary for their understanding and, where appropriate, the specific terminology required. If the Client fails to inform the Service Provider, the Service Provider shall not be held responsible for any non-compliance or failure to meet deadlines.
The Client has ten (10) working days from receipt of the translated/transcreated/subtitled or proofread documents to express in writing any concern relating to the quality of the service. After this period, the service shall be deemed to have been duly executed and no complaint will be admitted. To this end, the Client agrees to consider as proof of delivery any acknowledgement of receipt by mail or e-mail.
In the event of the refusal of a translation that has been started or completed, the Client shall provide a reasonable and precise explanation. The Client shall provide a complete, proofread and error-free source document, written by a human being.
If the source document has been written by a person whose native language is not the language of the document, the Client shall answer any questions from the Service Provider as regards any potential inconsistencies in the source text and the time spent clarifying the source text may be charged by the Service Provider to the Client.
The Service Provider agrees to preserve the confidentiality of information the Service Provider becomes aware of before, during, and after providing services. Original documents shall be returned to the Client upon simple request.
The Service Provider shall not be held liable in the event that information is intercepted or used by a third party during the transfer of data, especially on the Internet. Therefore, the Client must inform the Service Provider before the provision of services or at the time the order is placed of the means of transmission (Google Docs, We Transfer, mail, etc.) the Client would like the Service Provider to use to ensure the confidentiality of any sensitive information.
The Client acknowledges that proofreading or editing services might be carried out by Anne-Julie Dupart, professional translator, as described in the Subcontracting Agreement binding Orane Desnos and Anne-Julie Dupart (available upon request).
12. PERSONAL DATA PROTECTION
The personal data of the Client collected by the Service Provider is subject to computer processing to complete his/her request (quote or order). This information is necessary to comply with legal and regulatory obligations. It will be kept as long as necessary for the execution of the translation work and any guarantees that may apply after delivery, within the limit of the legal document retention period.
The person responsible for data processing and protection, or data controller, is Mme Orane DESNOS – postal address: 57 boulevard Demorieux, 72100 Le Mans (FRANCE) – e-mail: email@example.com
Access to personal data will be strictly limited to her. The information collected may possibly be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the need to request the Client’s authorisation.
In accordance with the French law n°78-17 of January 6, 1978 relating to data processing, data files and liberties, as modified by the law n°2004-801 of August 6, 2004, and by the European Regulation n° 2016/.679, the Customer has a right of access, rectification, deletion, and portability of the data concerning him/her, as well as the right to oppose the processing for legitimate reasons, rights that he/she may exercise by contacting the data controller at the postal or e-mail address mentioned above, enclosing a valid proof of identity.
For more information and in the event of a complaint, the customer may contact the Commission Nationale de l’Informatique et des Libertés (CNIL).
13. DELIVERY FORMAT
The target document is delivered by e-mail in the format of the source text (Word, Excel or PowerPoint). On request, it can be delivered by mail. Any other means of transfer or format must be expressly agreed between the parties and may be subject to additional charges.
The liability of the Service Provider on any grounds whatsoever shall be limited to the total value of the contract.
The Service Provider shall not be held liable for any claims based on stylistic nuances or alterations made to her translation by third parties without her consent.
Delivery deadlines shall not be of the essence, unless specifically agreed in writing. Their non-observance cannot, in principle, lead to penalties for delay. Neither the Service Provider nor the Client shall be liable to the other or any third party for consequences which are the result of circumstances wholly beyond the control of either party.
The Service Provider shall not be held liable to the Customer in the event of non-performance of failure to execute obligations resulting from a fortuitous event or force majeure.
The following are considered to be fortuitous events or force majeure, in addition to those usually recognised by case law: illness or accident, strikes or industrial disputes, natural disasters, fire, interruption of telecommunications, energy supply or transport of any kind, or any other circumstance beyond the reasonable control of the Service Provider.
In the case of a legal translation, the translation is provided solely for the purpose of comprehension. Any other use as it stands by the Client, without prior approval by a lawyer engaged by the Client and at its own expense, is at the Client’s sole risk and shall in no case engage the Service Provider’s liability.
15. EDITING & PROOFREADING
In the event of disagreements about certain aspects of the finished or unfinished translation, the Service Provider reserves the right to correct these aspects in cooperation with the Client. The Client shall then inform the Service Provider by sending the Service Provider a list of the changes by e-mail and shall make themselves available on the phone in order to clearly explain the disagreements.
Unless otherwise agreed in writing, any correction or proofreading shall be charged to the Client based on the Service Provider’s current rate.
The Service Provider is the main and last proofreader of the Translation. If the translation is to be printed or published, the Service Provider shall receive the final copies to proofread them before the document goes to print or is published.
If the Client wishes to have the final translation proofread by a third party, the third party shall be a native French speaker and an expert in the French language. Otherwise, the Service Provider may refuse to take into account the third party’s possible comments.
Unless otherwise mentioned on the quote, payment in full, or minus any amount already paid on deposit, to the Service Provider shall be made upon receipt of the invoice no later than 30 (thirty) calendar days from the date of invoice, by bank transfer or cheque (VAT-exempt under art. 293 B from French Tax Code).
The translation remains the property of the Service Provider until full payment has been received.
All wire transfer fees and other charges incurred in remitting payment (including intermediary and correspondent bank charges) are payable by the Client. The Service Provider reserves the right to invoice the Client for any bank charges deducted from the payment.
Interest at the rate of 10% per month, effective from the first calendar day following the payment deadline indicated on the invoice, will be charged on all overdue balances, to which shall be added, in accordance with Article D.441-5 of the French Commercial Code, a compensation fee for collection costs of 40 euros.
Any quote proposed by the Service Provider and signed by the Client is binding on the Client and the Service Provider. The contract for the work is established between the Service Provider and the Client, and payment of the Service Provider’s fee is not contingent on the review, approval or payment of any third party.
Before sending a document to be translated/transcreated/subtitled, the Client must ensure that this does not infringe on any third-party rights. Therefore, the Client must be the author of the original document or have obtained written permission to have the document translated/transcreated/subtitled from the party holding the copyrights of the document.
If these conditions have not been ensured by the Client, under no circumstances shall the Service Provider be held liable if all or a portion of the documents to be translated were to infringe on the rights of a third party or violate any applicable regulations. If this were to occur, the Client shall be held solely liable for any harm or financial consequences resulting from the Client’s negligence.
Furthermore, the Client acknowledges that the translation is a new document, whose copyright is held jointly by the author of the original document and the Service Provider. As a result, without harm to the Service Provider’s rights to the work, the Service Provider reserves the right to require that the Service Provider’s name be mentioned on any copies or publications of the translation, in compliance with French Intellectual Property Code (paragraph L.132-11).
The Service Provider reserves the right to demand that her name be removed from her final services if these have been changed by a third party without the consent and/or proofreading of the Service Provider.
If, for any reason, the Client wish to cancel an order or a task, the Service Provider should be notified in writing as soon as is reasonably practical. If the order is cancelled while the contract is being performed, the Client will pay 100% (one hundred per cent) of the agreed rate to the Service Provider for the work already performed and 50% (fifty per cent) for the remaining work to be carried out.
19. COMPLAINTS & DISPUTES
No claims will be considered after 15 days from the date of invoice.
In the event of a complaint or dispute of any nature, as soon as the event from which the complaint or dispute arises occurs, either party may refer the matter to the Arbitration Commission of the Société Française des Traducteurs (SFT) by registered letter with return receipt. The parties agree to allow the Commission to attempt to arbitrate using the means it deems appropriate. The parties agree to do everything within their power to ensure that arbitration is successful. They agree to operate in good faith. They also agree not to take legal action in the four months following the referral of the dispute to the Commission. The parties agree that any attempt to resolve the matter through channels other than the Commission during this period may result in the rejection of the case by the Commission or in the incapacity to resolve the matter amicably and shall justify the payment to the other party of EUR 1,500 (one thousand five hundred).
The Service Provider has taken out Professional Civil Liability and Criminal Defence and Accident Recourse Insurance with MMA Entreprise, as well as a Professional Legal Protection with the Crédit Mutuel de Bretagne, covering its contractual and extra-contractual liability towards her Clients.
21. APPLICABLE LAW & JURISDICTION
These General Terms of Business shall be governed, construed, and enforced in accordance with French law.
In the absence of an amicable settlement in accordance with Article 19 above, the dispute shall be brought before the Commercial Court of Le Mans, on which the Orane Desnos (Tradistica) company headquarters depend.