Article 1 – Scope

The main activity of the company TLC TRANSLATION LTD., whose registered office is at 51 Leat Place, Bollington, SK10 5DB, United Kingdom, and which is registered on the companies register of England and Wales under number 08809581, is the provision of translation and document layout services.  

Prior to any transaction, the Client acknowledges having read these General Conditions of Service, and explicitly declares to have accepted them without reservation. The written acceptance of the order by the Client (signature of the order confirmation section of the quotation and/or the order form, signature of the framework agreement, agreement by email and/or any other type of written agreement) constitutes its full acceptance of these General Conditions of Service.

These General Conditions of Service prevail over any other document, in particular over the Client’s conditions of purchase, notwithstanding any contrary provisions, even if they are dated later, unless they have been the subject of written acceptance by the Service Provider (signature of an agreement or contract specific to the transaction), or explicit prior exemption by the Service Provider.

Article 2 – Orders

2.1 – Placing of Orders/Quotations

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

The quotation sent by the Service Provider to the Client, by email, post or fax shall particularly specify: 

• The number of pages or words submitted for translation; 
• The translation source and target languages; 
• The methods used to determine the price of the translation service. The service is invoiced either on a flat-rate basis, or on the basis of time spent, or else on the basis of the Service Provider’s rates in force on the day the quote is drawn up, in particular per source word (i.e. according to the number of words contained in the text to be translated) or per the target word (i.e. according to the number of words contained in the translated text) according to the word count indicated by the software Microsoft Word (or any other tool agreed upon by mutual agreement), per line or per page; 
• The delivery deadline for the translation service; 
• The format of the documents to be translated, in the event of a specific request concerning the layout of the delivered document; 
• 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.

To confirm its order in a firm and definitive manner, the Client must return the quotation to the Service Provider without any amendment, either by email indicating its consent if the quote was sent to it by email, or by post or fax signed with in the order confirmation section if the quotation was sent by fax or by post. Until acceptance of the quotation is received, the Service Provider reserves the right not to begin performance of the service.  

2.2 – Conditions of execution

The Service Provider reserves the right to refuse to translate any document if it considers the content to be illegal and/or defamatory in nature or any other type of document, without having to provide its reasons to the Client. Before submitting a document, the Client must ensure that it is entitled to translate it, i.e. it must be the author of the original document or have obtained prior authorisation from the holder of the copyright of the document and/or its successors in title. The Client therefore warrants the Service Provider against any claim or legal action. Sales of services are only considered to have been concluded once a quotation has been established by the Service Provider and explicitly accepted in writing and signed by the Client.

2.3 – Modifications

Any changes to the order requested by the Client shall only be taken into account, insofar as possible for the Service Provider, if notified in writing. The completion deadlines shall then be reviewed and agreed mutually with the Client, according to the scale and nature of those modifications.

2.4 – Client’s commitments

After validation of the order by returning the accepted and duly signed quotation, the Client must grant all help required by the Service Provider for performance of the order, by making documents or information available to the Service Provider. That assistance may particularly be provided by providing to TLC TRANSLATION LTD: specialist literature, glossaries, terminology lists, similar texts, background texts, etc.

The Client also undertakes to:

– enter their purchase order number in the quotation;

– provide all source documents in a timely manner;

– not modify them.

In the event of failure to comply with any one of the aforementioned commitments, the Service Provider may decide not to deliver to the Client. The Client waives any provisions of its general purchasing conditions not specified in the order from the moment the service has started. Except in the case of force majeure, in the event of cancellation after signature of the quotation, the Client shall pay for all work already carried out by the Service Provider before its cancellation.

2.5 – Service Provider’s commitments

By receiving the signed quote from the Client, the Service Provider undertakes to comply with the order and the agreed completion deadline. In the event of reservations, the Service Provider must remedy the reservations and observations formulated without delay, and re-submit the work so that it is accepted. Those modifications may particularly relate to any corrections requested by the Client and must be included in the final file provided by the Service Provider. Those corrections may only concern spelling or grammar points, errors in references or brands, or any possible omissions. Any other corrections shall not be processed by the Service Provider.

Article 3 – Prices

The services ordered are provided at the Service Provider’s prices in force on the confirmation date of the order by the Client, as they will have been communicated to it prior to placing the order. The prices are net and exclusive of tax.

An invoice shall be drawn up by the Service Provider each time translation services are provided and delivered to the Client by email or post. The Service Provider reserves the right to modify its prices at any time. However, the Service Provider undertakes to invoice the services at the prices indicated in the quotation signed.

Article 4 – Terms of provision of services

Delivery means actual provision of the translations or services ordered, delivered in accordance with the contractual stipulations and free of any computer virus or element that would interfere with use of the translation or the service ordered. Delivery takes the form of the Service Provider sending the translation by email and/or the post to the address indicated by the Client. Evidence of the translation having been sent by the Service Provider via email shall constitute evidence of delivery of the translation. The Service Provider reserves the right to set a minimum invoicing price which shall be communicated to the Client in the quotation. For any order exceeding €500, a deposit of 50% may be requested. 

4.1 – Delivery time

The translation services requested by the Client shall be provided within the time period agreed between the Parties from receipt by the Service Provider of the corresponding order form, duly signed and accompanied by the deposit, if a deposit has been requested by the Service Provider. The deadlines mentioned in the order are firm, imperative and irrevocable. The Service Provider is required to respect the deadlines and limits defined in the quotation to deliver the documents. The Client is deemed to have perfect knowledge of the conditions under which the order must be carried out. The Service Provider’s liability may in no case be incurred in the event of delay or suspension in provision of the service attributable to the Client, or in the event of force majeure.

The delivery deadline(s) agreed between the Service Provider and the Client have contractual value only after receipt by the Service Provider of all the source documents to be translated and full instructions from the Client, and only after establishment and acceptance of the final quotation. Since the delivery date, and the delivery time if applicable, are often of the utmost importance to the Client, the Parties must explicitly agree to these in writing. Unless otherwise agreed, the Service Provider shall send the translation in such a way that the Client can legitimately expect to receive it on the agreed delivery date. Delivery is deemed to have taken place when the translation is emailed, posted, handed to a courier, or transmitted by fax, as the case may be. The risk is then transferred to the Client.

However, the Service Provider undertakes to keep a copy of its translation and, in the event of loss or damage to the translation delivered, to resend a new copy free of charge. In the case of delivery by email, delivery is considered to have been made upon receipt by the Service Provider of the electronic acknowledgment of receipt relating to delivery of its email. The Client must systematically send this acknowledgment of receipt via its messaging software. The Service Provider may not be held liable for the consequences of any delay attributable to reasons beyond its control. The Client must therefore be aware that the Service Provider may not be held liable for any delays or data corruption related in any way to any failure in computer servers or telecommunications systems under the Client’s responsibility.

4.2 – Late delivery

The Service Provider undertakes to notify and justify to the Client, as soon as possible before the agreed delivery date and time, any foreseeable delay concerning the delivery times. In that case, the Client shall not be able to claim financial compensation.

Article 5 – Payment conditions

5.1 – Payment terms

Payment of any invoice must be made in full within 30 days of the end of the month (or 45 calendar days whichever is sooner) from the invoice issue date. In the event of non-compliance with the payment terms appearing above, the Service Provider reserves the right to suspend its services without the Client being able to claim any recourse. The application of this clause does not exempt payment of the invoices due.

5.2 – Late payment penalties

In the event of late payment of the sums due by the Client after the payment date appearing on the invoice addressed to the Client, late penalties may be applied. The rate used to calculate those penalties is three (3) times the legal interest rate in effect on the date of invoicing, from the day after the due date provided for on the invoice. Those penalties shall automatically be acquired by the Service Provider, without any formality or prior notice, and shall result in immediate payment of all sums due to the Service Provider by the Client, without prejudice to any other action that the Service Provider may be entitled to take against the Client.

In the event of a staggered delivery, once the Client has been notified that an interim payment due is unpaid, the Service Provider shall be entitled to interrupt any work on the entrusted task until the unpaid amount has been paid or until new conditions have been agreed. Recourse to such an action is without prejudice to any amount due, and does not entail on the part of the Service Provider any liability of any kind towards the Client or any third party. In the event of non-compliance with the payment terms appearing above, the Service Provider also reserves the right to cancel the provision of services ordered by the Client, to suspend the performance of its obligations and to cancel any discounts granted to the Client.

5.3 – No compensation

Except with the Service Provider’s prior explicit written consent and provided that the reciprocal receivables and debts are certain, liquid and payable, no offsetting may be validly carried out between any penalties for late provision or non-compliance of the services ordered against sums payable for the purchase of said services from the Service Provider.

Article 6 – Service Provider’s liability

The Service Provider undertakes to provide the Client with consistent quality of service. The Service Provider shall use personnel and technology perfectly suited to the service requested. It undertakes to adapt its equipment, methods, resources and know-how to developments in the profession in which it operates, so as to always give the Client the assistance most suited to its needs and most consistent with industry standards. However, the Service Provider’s liability, of any kind whatsoever, is limited to the amount invoiced for the work performed, except in the event of legitimately foreseeable consequences, provided that:

– the potential existence of such liability has been explicitly notified in writing

– the liability in question is limited to the compensation ceiling agreed within the framework of the professional liability insurance taken out by it or its freelance translators.

The Service Provider’s obligation in respect of the translation activity is an obligation of means and may not commit the Service Provider as to the result. The Service Provider undertakes to provide the services described by the Client with the normal level of diligence.

Article 7 – Cancellation and suspension

If the Client decides to cancel or suspend, in whole or in part, the translation service that has already been ordered, the Service Provider shall invoice it for all costs relating to all work already carried out on the date on which the Service Provider is informed of the cancellation or suspension of the translation service, as well as all costs and expenses that may result therefrom. In the event of force majeure (i.e. circumstances characterised by their inevitability and unpredictability which prevent performance of the translation service), the Service Provider must notify the Client without delay, specifying the circumstances. The occurrence of an event of force majeure authorises the Service Provider and the Client to withdraw from the agreed order. However, the Client undertakes to pay the Service Provider for the work already done. The Service Provider must, if necessary, collaborate with the Client to find another Service Provider of equivalent quality in order to complete the order. In the event of the Client’s cessation of activity (except voluntary liquidation prior to reforming), the appointment of a receiver, the Client’s insolvency or bankruptcy, or if the Client reaches an agreement with its creditors, the Service Provider shall be entitled to terminate any contract or any order in progress.

Article 8 – Corrections and Proofreading

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

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

Unless otherwise provided in writing, any correction or proofreading is subject to additional invoicing on the basis of the hourly rate in force.

Article 9 – Complaints/Liability

The Service Provider undertakes to produce an exact translation of the Client’s original text, written idiomatically. Under no circumstances may the Service Provider be held liable in any way whatsoever for complaints motivated by nuances of style and/or by the quality and nature of the source document. The Client must acknowledge that a translation may not have the same nuances as the original, and no liability is accepted for any alleged lack of advertising or commercial impact. A translation reflects the quality of the original written document. If the expression of certain concepts is awkward in the original document or if an inappropriate level of language was used in the original document, if the text contains typographical errors, if the text is incomplete or if it presents incorrect facts, the Service Provider shall endeavour to correct those faults in the translation. However, the Service Provider may not be held liable in any way for any loss of commercial impact, any loss of image or any other type of problem resulting from the Client’s initial errors. In the event of disagreement on terminology, the Service Provider undertakes to seek the solution best suited to the Client’s requirements, the corrections being made as soon as possible, without however calling into question the entire document.

In the absence of complaints explicitly made by the Client upon receipt of the translation work, it shall be deemed to comply with the order in terms of quality and quantity. Any complaint by the Client regarding completed work must be notified to TLC TRANSLATION LTD in writing within eight (8) calendar days of receipt of said work by the Client. The Client must state in writing the reasons for the complaint, imperatively mentioning the number and date of the corresponding invoice, with all relevant supporting documents. For any complaint resulting from non-performance or manifest poor performance of the service, the Service Provider shall rectify the service provided as quickly as possible, providing that non-performance or manifest poor performance have been duly justified by the Client. Where applicable, the Service Provider undertakes to compensate the Client up to the amount invoiced for the corresponding service in the language combination concerned, provided that said amount has been invoiced in accordance with the Service Provider’s commercial conditions.

The Service Provider’s liability is limited to the amount of the corresponding invoice.

No complaint may be validly accepted in the event of non-compliance by the Client with these formalities and deadlines. Likewise, in the event of a specific request from the Client concerning the conditions for delivery of the services, duly accepted in writing by the Service Provider, related costs shall be the subject of specific additional billing, upon quotation accepted by the Client. The Service Provider may not under any circumstances be held liable, towards the Client or any third party, for any loss or indirect damage of any kind (including any loss of profits) which may result from use of the translated documents and which would exceed the amount paid for the work provided. The Client must protect the Service Provider against any claim made against it for indirect losses or damages of that kind.

The Service Provider also waives all liability with regard to any problem that may result from a decision by the Client to use the final translated text for a purpose other than that initially intended, without having previously consulted the Service Provider to verify whether any modifications were necessary. The total amount of the Service Provider’s liability towards the Client in respect of any contract or any purchase order, particularly (but not exclusively) for the translations carried out, may not exceed the amount owed to the Service Provider by the Client in respect of any contract or purchase order against which a complaint is made. Any complaint concerning the Service Provider’s invoices must be brought to the attention of the Service Provider by registered letter within seven (7) calendar days of their invoice date. Failing this, said invoices shall be considered as accepted without reservation.

Article 10 – Confidentiality

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

The Service Provider may not be held liable for any interception or misappropriation of information during the transfer of data, in particular via the internet. Consequently, it is up to the Client to inform the Service Provider, before or at the time of ordering, of the means of transfer it wishes to use in order to guarantee the confidentiality of any sensitive information.

Article 11 – Miscellaneous provisions

Any clause or condition which may cease to be applicable because it contravenes a mandatory legal provision shall be deemed unwritten and shall not affect the validity of the contract itself, unless it is a decisive condition without which the Service Provider would not have accepted the order. By explicit agreement, any clause of the Client’s general conditions of purchase which may be contrary to these provisions shall be automatically annulled. In the event of termination of the Service Provider’s activity before the full and complete performance of the services ordered by the Client and confirmed by the signing of the approval section of the quotation, the Client undertakes not to bring any action against the Service Provider and not to seek damages. In the event of force majeure, the Service Provider may not be held liable for any damage that may be suffered by the Client.

Article 12 – Disputes

In the event of a dispute relating to the conclusion, performance or interpretation of this agreement, the court local to the address of the Service Provider shall have sole jurisdiction, even in the case of third party appeals or multiple respondents. However, if the Client is not a commercial entity, at the plaintiff’s choice, the competent court shall be that of the place where the defendant lives or that of the place of signature of the contract.

Article 13 – Applicable law

By explicit agreement between the Parties, these General Conditions of Service and the purchase and sale transactions arising therefrom are governed by English law. They are written in English. In the event that they are translated into one or more languages, only the English text shall prevail in the event of a dispute.

Article 14 – Property rights

The Service Provider remains the owner of the translated texts until full payment is received for the work, unless explicitly agreed in advance. In the absence of full payment, any partial or full use of said translation by the Client shall be illegal.

Article 15 – Client’s acceptance

By signing the quotation, these General Conditions of Service are explicitly approved and accepted by the Client, who declares and acknowledges having perfect knowledge of them, and thereby waives the right to rely on any contradictory document, in particular its own general conditions of purchase, which shall be unenforceable against the Service Provider, even if the Service Provider has knowledge of them.