GENERAL TERMS & CONDITIONS

1. GENERAL POINTS

The present general terms and conditions constitute the entire agreement between Xceltranslate and the client in connection with the present purpose. These cancel and replace all agreements and propositions between the parties, previous or otherwise, oral or written. The present general terms and conditions may not be amended, modified or supplemented in any way by order forms issued by the client.

2. ORDER – QUOTE

2.1 Any service request systematically engenders the issuance of a preliminary quote.

2.2 Prices and deadlines indicated in the quote are established on the condition that the client will provide, in due time, all material necessary for carrying out the service.

2.3 The quote is established on the basis of the document provided by the client. It is addressed via email to the client comprising an indication of price, deadline and payment conditions. Quotes provided without prior consultation of documents to be translated are purely indicative, not binding and subject to change once Xceltranslate is in possession of the document to be translated.

2.4 The quote is accepted via email. Acceptance of the quote implies acceptance without reservation of the present general terms and conditions.

3. MODIFICATION

3.1 Once the quote has been accepted, any supplementary service request, including the client’s modification of source documents which must be made to target documents, or any modification made after acceptance of the quote, must be submitted in writing.

3.2 In all cases, if Xceltranslate deems the client’s request feasible, any service not included in the quote will engender a further invoice, and the delivery deadline may be extended according to the nature of the supplementary request.

4. CANCELLATION

– Services other than interpreting:

4.1 Any request to cancel or postpone a service for which the client has accepted the quote must be addressed to Xceltranslate via email.

4.2 In such case, Xceltranslate may rightfully issue a supplementary invoice fixed at 30% of the amount of the accepted quote, over and above invoicing the amount corresponding to the number of words already treated by Xceltranslate before receiving the email cancellation request.

4.3 Xceltranslate agrees to provide the client with the result of the service partially undertaken before cancellation and for which Xceltranslate has invoiced the client.

5. DELIVERY

5.1 The delivery deadline is indicated in the quote, and is thus calculated from the date of receiving acceptance of such quote according to the conditions set out in paragraph 2.4.

5.2 Any quote accepted after 5pm will be considered to be received the following working day. Working days are defined as Monday thru Friday.

5.3 Documents are deemed to be received by the client as soon as they are sent by Xceltranslate, against appropriate proof (confirmation of receipt). Xceltranslate may not be held responsible for delivery delays via email or traditional postal means which are beyond the control of Xceltranslate.

5.4 If the delivery deadline can not be met due to force majeure, such as natural disasters, transport, network or server disruptions, or any other obstacles beyond the control of Xceltranslate, we may rightfully terminate the contract or request an appropriate deadline extension accordingly. Neither is Xceltranslate liable for damages caused by viruses. Xceltranslate ensures the innocuousness of their documents by using regularly updated antivirus software. When sending documents via email, modem or any other means of remote transfer, the client should carry out a final examination of the files and documents being transferred. In the event that the client fails to do so, Xceltranslate declines any claims for damages and compensation.

6. PRICE – PAYMENT CONDITIONS – PENALTIES

6.1 Xceltranslate prices are stated in Euros.

6.2 Payment must be made, unless written agreement otherwise, within a period of 30 days from the date of invoice, to the account indicated by Xceltranslate.

6.3 For any service quoted in excess of 1 000 €, a down payment of 25% will be requested at the time of order, and a further 25% upon final delivery.

6.4 In the absence of payment, in accordance with modified French law number 92-1442 of 31 December 1992 and as a penalty clause, the client will rightfully owe a penalty for late payment, calculated on the basis of all sums owing, corresponding to the legal interest rate in force.

6.5 In the absence of payment on any deadline, all other payments will become immediately owing, even where payment is made via accepted channels.

6.6 Xceltranslate reserves the right to suspend any service and/or delivery for as long as the client has not paid fees due, along with any outstanding interest and recovery fees.

6.7 In the event of non-payment, any partial or entire representation or reproduction of documents delivered is illegal. Xceltranslate reserves the right to engage legal proceedings without delay, and to request compensation in connection with copyright infringement.

7. PENALTY CLAUSE

If such payment default requires amicable or legal recovery of debt, the client agrees to pay, over and above the original amount and all basic and supplementary costs and fees incurred for which they are ordinarily and legally liable, further compensation set at 15% of the original amount owing, representing conventional and lump-sum compensation for damages and interests.

8. TRANSLATION ERROR – OBJECTIONS

8.1 It is the client’s responsibility to check the result of the translation after delivery.

8.2 For translations, any objections may only regard the demonstration of an error committed in the translation of a transferred text. This therefore excludes differences of interpretation and style.

8.3 Any objections must be raised with Xceltranslate in writing, including indication of the error observed and the correction requested by the client.

8.4 The period for raising any objections may not exceed 15 days after reception by the client of the translated document.

8.5 Xceltranslate promises to take all measures possible to undertake any corrections requested urgently.

8.6 Beyond the deadlines determined in paragraph 8.4, the service will be deemed to be accepted by the client and any objection will be inadmissible.

8.7 Any errors observed and corrected by Xceltranslate may under no circumstances justify the non-payment of the entire amount invoiced.

8.8 Even in the event of errors rendering the document unusable, the liability of Xceltranslate is limited to the amount of the corresponding invoice.

9. CONFIDENTIALITY

9.1 All texts are treated with strictest confidentiality. Xceltranslate agrees to never disclose or use information they receive in the context of services carried out.

9.2 Regarding electronic transmission of texts and data or other forms of electronic communication between the client and Xceltranslate, we can not guarantee the absolute non-disclosure of secret professional and commercial information, due to the impossibility to completely prevent unauthorized third party access to texts transferred via email.

9.3 Studies, quotes and documents given or sent by Xceltranslate remain the property of Xceltranslate. Consequently, they must not be shared by the client with any third party for any reason whatsoever.

10. CONSERVING DOCUMENTS

10.1 Xceltranslate conserves documents received in connection with the service provided, for a period of 150 days. Beyond this period, Xceltranslate may not be held responsible for no longer conserving such documents.

10.2 Xceltranslate declines any responsibility in the event of loss or damage of documents submitted to them, as a consequence of force majeure, or loss during transmission via email or traditional means of postage.

11. INVALIDITY OF A CLAUSE

If any one of the clauses of the present general terms and conditions is considered by the legislation in force as being illegal, invalid or non-applicable, the parties accept that the validity and enforceability of the remaining clauses of the present terms and conditions are unaffected and remain in force.

12. ATTRIBUTION OF JURISDICTION

Any litigation concerning the interpretation or execution of the present conditions will be subject to the exclusive jurisdiction of the Courts of Lyon.

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