Deltalangue Ltd. (company No: 480 901 206 RCS BOULOGNE-SUR-MER, registered office: 1, Bd. d’Alembert, 62200 St Martin Boulogne - France. Tel: +33 (0)871 302 517). Use of our services through our website or through any other means constitutes your agreement to be bound by these Terms and Conditions.
‘Deltalangue Translation’ or ‘we’, ‘our’, ‘us’ means Deltalangue Ltd. (company No: 480 901 206 RCS BOULOGNE-SUR-MER, registered office: 1, Bd. d’Alembert, 62200 St Martin Boulogne - France).
‘Contract’ means the agreement between you and us relating to services supplied to a client and subject to these Terms and Conditions.
‘Names’, or referenced entities, or ‘you’, ‘your’ means the person, company, entity or body you represent and to whom we are providing or will provide translation and related services.
Before any work is to start a ‘Purchase Order’ is issued and must be signed by you. This means a Purchase Order on the basis of which you allow us to proceed with the translation of your ‘Original Files’. It shall contain all specific elements contained in a standard quote.
‘Original Files’ means the documents, works, files, or materials of any kind provided by you for the purposes of carrying out the translation services and which afterwards become ‘Translated Files’.
‘Translated Files’ are any Original Files provided by you and translated by us in conformity with your directions, instructions and guidance.
‘Terms and Conditions’ means the various clauses set out below and which are subject to ‘Intellectual Property Rights’. In these terms ‘Intellectual Property Rights’ means copyright, all information, text, articles, data, images, documents or other materials, trade mark, trade name, or ‘Confidential Information’ and any other rights in respect of any other industrial or intellectual property such as business names, patents, brand names, database rights, registered designs, and any other related rights.
In accordance with Intellectual Property Rights, ‘Confidential Information’ means any information of any nature proper to you or to us and owning a confidential quality, or any information you disclose to us or we disclose to you as regards our translation services or the company.
II. General Clause
1. In case of disagreement or conflict between the parties these Terms and Conditions would constitute prior reference unless any agreement between the parties within a liability contract has been signed before. In this case, the agreement within the liability contract in question, at whatsoever service level, shall prevail. Any Services supplied by us and provided to you are bound by these Terms and Conditions unless otherwise stipulated by us in written form.
2. The Contract will be subject to these Terms and Conditions. All potential changes in the Contract must be sent to us in written form and agreed by our competent services. No validity is given to the terms or conditions attached to, delivered, or referred to in the Purchase Order and is in any case prior to the Contract.
3. Titles and headings in the present Terms and Conditions do not constitute or lead to any interpretation and are for convenience of reference only.
4. A quote or estimate does not constitute a Contract. It will become as part of it only when confirmation in written form of your Purchase Order is issued and signed by you. A quote is delivered upon your submission of an Original File or a sample of it and/or a description for which you may or may not have specific requirements. Upon issue a quote is valid for 15 (fifteen) days unless otherwise decided by us and may be amended at any time and specifically for reasons pertaining to modification of the Original File(s).
1. All prices are quoted in Euro (€) and exclusive of VAT (Value Added Tax) and any other tax, fee or additional charge whatsoever. Prices quoted upon request in currencies other than Euro (€) are based on the rate of exchange at the time of quoting and, unless otherwise agreed, the revision up or down if any different rate of exchange is ruling at the date of invoice. http://www.XE.com shall be the rate reference upon which any quote will be based.
2. Price is inclusive of transmission to the e-mail address subsequently specified by you, or written on your Purchase Order. The expenses for postal mail, express delivery, shall be borne by you and will appear on the invoice.
3. Upon acceptance of the quote, you must send us the undersigned Purchase Order together with a deposit of 30% of the full price indicated on the quote. Work will immediately start after receipt of those two elements. When the translation work is completed, you shall be notified by e-mail, phone, or facsimile and invited to pay the remaining sum representing 70% of the full price remaining before the Translated File(s) is/are sent to you. This clause shall be governed by these terms unless otherwise agreed by us. You must make your payments according to the amount written on the Purchase Order and the Invoice without any inferred deduction.
4. Clause 3 is subject to amendment in the case of any other agreement between the parties, specifically in the case of large projects or projects requiring continual translation of texts or partial deliveries. Regarding this issue, our services shall design alternative processes adapted to your sector and needs. This clause shall not be exempt from or invalidate any other term in these Terms and Conditions.
5. If any alternative payment plan is designed by our services, it shall be in accordance with the following: payments shall be made within 7 (seven) days from the date appearing on the invoice. Interest charges will be issued upon any delay in payment from you of up to 20% of the total amount indicated on the invoice, for which you will be liable for payment. In case of non-respect of this clause, any ongoing and further work shall be suspended together with any other work received from you. Judicial procedures shall be carried out and a bailiff assigned to recover the sum due without prejudice to any other right we may have. The judicial expenses shall be borne by you.
6. Within the website area entitled "Online Quote”, prior to document submission and payment, you are asked to indicate the precise number of words contained within the Original File(s) you wish to submit for translation. In case of significant variation between the number of words stated by you, and for which you would have paid the corresponding sum, and our word count of your Original File(s), you shall be obliged to pay the difference incurred before delivery to you of the Translated File unless otherwise agreed by us.
1. Deadlines are agreed in writing between you and our services before any work is due to start unless otherwise expressly agreed by us. Deadlines can be modified upon written agreement between the two parties. The delivery time of the Translated Files is approximate, unless otherwise agreed between you and us in writing. You shall not under any circumstances reject any Translated Files delivered to you that have been delayed for any reasons whatsoever and you remain bound by the terms of the Contract. Non-respect of deadlines does not mean invalidity of the Contract between the parties. In any such case, all necessary means are brought to bear to ensure that deadlines are met.
2. Our Liability on Delivery:
2.1 We shall incur no liability to you in the following cases: delayed delivery due to any reason proper to us such as non-performance of our subcontractors or suppliers, acts of God such as death, disease, accident, or exceptional weather conditions resulting in electrical problems, wire transfer problems etc., any governmental order or intervention, fire or any event beyond our control.
2.2 We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatsoever beyond our control or of an unexpected or exceptional nature.
3. We shall not be liable for any problems due to external posting services or any delays they may cause. Any Translated Files sent to you or delivered under the terms of the Contract and through the means of transmission subsequently agreed between you and us shall constitute delivery to you.
4. We undertake to provide you with Translated Files in the agreed format and in respect of your subsequent orders and instructions. Extra editing work shall be subject to the issue of new invoicing unless otherwise agreed by us.
V. Our Responsibility and Liability
1. We shall be liable for the quality of the translations we deliver in so far as the latter are used in their delivered form without modification. Unless by prior written or oral agreement, we do not warrant that the Translated Files will meet your specific requirements in terms of correctness and accuracy or be error-free.
2. In case of an obvious error in the Translated File(s), the latter shall be submitted to our translators for correction without any additional cost being incurred. Any claim concerning errors or other issues related to the Translated File(s) once delivered to you must be notified to us within 15 (fifteen) days of delivery. No claim shall be receivable beyond this period and we shall not be liable to you if you fail to notify us of any claim within the specified period.
3. Under no circumstances shall our liability to you under these Terms and Conditions exceed the price indicated on the invoice to which your claim relates.
4. We shall bear entire responsibility as regards the selection of our translators in terms of their competence, skills and credentials and their ability to provide a quality service.
5. We shall not be liable for loss of profits, contracts, revenue, damage to your reputation, business, or goodwill, or any other consequential loss or damage resulting from any statement, oral or written, in relation to our services or the Translated File(s). Under no circumstances shall you be entitled to rescind the Contract governed by these Terms and Conditions.
VI. Your Responsibility and Liability
1. You shall provide us with the information and instructions necessary to carry out the services which you require us to provide and this at submission of the Original File(s).
2. You shall bear entire responsibility for any Original Files submitted to us for translation and this means:
2.1 All Original Files (Files, any materials or data) must be your own property or you must own the necessary Intellectual Property Rights to them.
2.2 You shall bear entire responsibility as regards the contents of any Original Files (Files, any materials or data). You guarantee that the aforementioned shall be free from anything of an offending, blasphemous and obscene nature.
2.3 Any infringement of this clause resulting in expenses, losses, costs and/or prejudices, due to the manipulation or possession by our services of data, Original Files, or any material provided to us by you and violating the Intellectual Property Rights of third parties, shall be taken into account and be subject to indemnification.
3. Under no circumstances whatsoever after termination of the Contract and for a period of one year shall you be eligible to contact or use the services of a translator who has delivered to you any Translated Files through Deltalangue Translation or on our behalf, whether for your own use or for any other person, company, any other third party or related person.
4. Any breach under Clause VI.3 is subject to compensation and reparation under the following terms:
�5. You agree to pay compensation in the case of any infringement or breach by you of these Terms and Conditions and causing us damage, expense, loss, costs and/or prejudice.
4.1 You agree to indemnify us based on the aggregate remuneration paid by us to the translator. This means each service will be counted starting from the date you first used the services of the translator in question.
4.2 Reparation to us under such circumstances includes employees and sub-contractors.
VII. Cancellation and Contract Termination
1. In case of cancellation by you or any person (individual or company) relied upon by you, the integral price shall remain payable if such request is made at a time when translation work is being processed, unless otherwise subsequently agreed by us. In such a case any submitted Original File(s) in the process of being translated shall be completed under the terms of the Contract and shall be delivered to you on demand.
2. In the case of cancellation prior to written notice, all translation work being processed shall be terminated and any deposit previously paid shall constitute compensation to us for the processing already incurred.
3. We shall declare that the Contract is terminated:
3.2 For any reasons proper to us and motivated by substantial and founded reasons and arguments such as bankruptcy, or any orders from the authority of Law.
3.1 In case of any breach by you of the present Terms and Conditions pertaining to the Contract between you and us.
VIII. Complaints & Dispute Resolution
1. Any complaint must be sent by registered letter within 8 (eight) days following delivery of the translated work in order to be considered as receivable.
2. Any complaint relating to the non-conformity of the Translated File(s) and sent within 8 (eight) days following delivery, shall stipulate clearly the reasons for the complaint with references to official dictionaries and glossaries. If no valid or clearly stipulated reasons are stated you shall remain obliged to pay the amount stated on the invoice.
3. No complaint regarding the invoice shall be taken into account if it is not notified within the period of 8 (eight) days from the date of invoice. In the case of subsequent allotted time period for invoice payment, conditions of complaints shall remain unchanged.
4. If any dispute arises between the parties in respect of the Translated File(s) or matters related to our services, the two parties shall appoint by mutual agreement an expert in translation who shall be impartial in the determination of rights and the final decision. All expenses incurred in this matter shall be borne by the party at fault, unless the expert decides otherwise..
1. As a professional translation agency, Deltalangue Translation (meaning its personnel, services and sub-contractors) is bound by professional secrecy.
2. You hereby grant to us the right to mention your name or your company’s name or logo in reference to any work carried out by us under a previous contract, unless otherwise subsequently agreed between us.
3. In direct relation to the copyright (but not limited to it), you hereby grant to us (including sub-contractors) all rights concerning or referring to Intellectual Property Rights you (or any licensors) may retain on the Original Files and the Translated Files. Therefore you shall grant us all rights to manipulate, use, store, and modify all Original Files and Translated Files within the period of the Contract and in relation to other services provided to you.
4. You acknowledge that any Original Files and Translated Files submitted by you and to you over the Internet cannot be guaranteed to be free from risks of interception even if transmitted in encrypted form. We shall not be liable for any damage, interception, altering, corruption or loss of any Original File(s) or Translated File(s).
5. We agree that prior to provision of services to you, the processing of any data shall occur upon your directions only.
6. Neither party shall reveal or disclose Confidential Information belonging to the other party.
7. Confidential Information shall be disclosed by either of the two parties only if so required by law. In such a case, the party to whom the request has been made shall notify the owner of any such requirement.
8. The obligation of confidentiality under these Terms and Conditions shall remain valid and effective after cessation or termination of the Contract, be it by service completion or for any other reason.
X. Partnership and joint ventures
Nothing under these Terms and Conditions shall create or be deemed to create a partnership, joint venture or any relationship of principal and agent between you and Deltalangue Translation
XI. Changes to Terms and Conditions
From time to time, Deltalangue Translation may add new features to its website and enhance the level of service that it offers to you. This may lead to changes in the Terms and Conditions. Any such changes will not affect, change or nullify a Contract already running but shall concern only new contracts.
If any term of these Terms and Conditions is or becomes unenforceable or invalid, such invalidity or unenforceability shall not affect the other terms of these Terms and Conditions which shall remain in full force and effect.
All notices required to be given under these Terms and Conditions shall be made in writing and sent to Deltalangue Translation’s registered office. Notices sent by post may be delivered personally or by first class prepaid recorded delivery (first class prepaid recorded airmail delivery for international notices) and shall be deemed to have been served, if delivered personally, at the time of delivery or, if sent by post, 48 hours after posting (120 hours if sent internationally). Notices sent by e-mail will be deemed to have been delivered as soon as the e-mail has been sent.
XIV. Jurisdiction and law
These Terms and Conditions are governed by the laws of France and the non-exclusive jurisdiction of the French courts.
[These Terms and Conditions were last updated on: March 24, 2006]