1. APPLICABILITY AND VALIDITY OF TERMS OF SALE
All orders placed imply the Client’s full acceptance of these Terms of Sale, without any reservation whatsoever and to the exclusion of any other document. No special terms will take precedence over these Terms of Sale unless expressly stated in writing on the final and binding purchase order. The execution of any service by ApexTra implies the Client accepts these Terms of Sale and waives their own general terms and conditions. Any condition to the contrary shall not be binding to ApexTra unless expressly accepted by ApexTra in writing, regardless of when ApexTra becomes aware of the condition. That ApexTra does not exercise one or more of the provisions in these Terms of Sale shall not be interpreted as a waiver of ApexTra’s right to exercise any of the provisions in these Terms of Sale at a later date.
2. QUOTES AND ORDERS
Each order placed by the Client shall be preceded by a free quote issued by ApexTra based on the documents to be translated or information provided by the Client. The quote ApexTra sends to the Client by regular mail, electronic mail, or via a translation management platform shall include:
- the number of words or pages to be translated;
- the language pair;
- the way in which the translation was priced (a translation is billed either at a flat rate, at an hourly rate, or based on ApexTra’s rates at the time the quote is prepared, such as the number of words in the text to be translated or number of target words in the translated text, according the word count from Microsoft Word or by hour);
- the date of delivery of the translation;
- the format of the translated documents in case a specific layout has been requested;
- any special rates applied because of urgency, specific research, or any other service that goes beyond the services usually provided by ApexTra.
To confirm an order, the Client must return the unaltered quote with the Client’s written approval and signature to ApexTra by regular mail or fax if the quote was sent to the Client by regular mail or fax. If the Client received the quote by electronic mail, the Client may confirm the order by expressing this clear acceptance by return electronic mail. This approval implies full acceptance of the general terms of sale. If ApexTra does not receive the order confirmation, ApexTra reserves the right not to commence work on the project concerned. If confirmation of the order is not received by the expiry date of the estimate by the means stipulated above, the quote shall be considered null and void. ApexTra reserves the right, after informing the Client, to charge an additional fee and/or not to adhere to the delivery date on the Client’s initial order in the following cases:
- modification of documents or the addition of documents by the Client after the initial quote was prepared by ApexTra, in which case ApexTra reserves the right to adjust the rate based on the additional volume of work estimated or requested;
- if the documents were not furnished during the quote preparation process; if the initial quote was based on the Client’s estimation of the number of words and an excerpt of the text.
In the absence of the Client’s express acceptance of the new delivery and/or invoicing conditions, ApexTra reserves the right not to commence work. Unless otherwise stated on the quote, costs incurred during the provision of services (travel, courier or postal fees, etc.) are the responsibility of the Client. Any decisions to offer a discount, reduction, or sliding fee scale based on a percentage or flat flee (per page, line or hour) are at the sole discretion of ApexTra and only for the service to which they apply. Any discounts or rebates offered to the Client shall not create a right vested in interest concerning future services. In the event that a quote is not sent to the Client before the commencement of work, translation services shall be invoiced at the base rate usually billed by ApexTra.
3. PROOF
The Client agrees to consider faxes, e-mails, copies, and computer files as equivalent to the original and valid proof that the order was confirmed.
4. DEPOSITS
Any order exceeding Euro 500.00 excluding tax may be subject to a deposit, the amount of which shall be clearly stipulated in the quote. Work shall begin only once the payment has cleared.
5. DELIVERY
Any delivery date or dates agreed between ApexTra and the Client shall become binding only once ApexTra has received all the documents to be translated and if the Client has confirmed his/her order as specified in Paragraph 2 above by the expiry date of the estimate. After that time, the delivery date may be revised if so required by ApexTra’s workload. In certain cases, the time available to the Client to confirm his order may be shortened or extended at the sole discretion of ApexTra.
6. SERVICE PROVIDER’S OBLIGATION
ApexTra agrees to provide a translation that is as faithful as possible to the original and that complies with professional standards. ApexTra shall do everything possible to take into account and include in the translation information provided by the Client (glossaries, drawings, diagrams, abbreviations). ApexTra shall not be held liable for any inconsistencies or ambiguities in the source text, the verification of the final text’s technical coherence remaining the Client’s sole responsibility. If the Client opts for both translation and revision services, ApexTra agrees to reimburse the Client 10% of the total amount of the quote if both the Client and ApexTra identify an error in the final delivered translation. Likewise, ApexTra agrees to translate any modifications to the source text within the limit of the lesser of 100 source words or 10% of the source words in the original text after the Client has already confirmed the order.
7. CLIENT’S OBLIGATIONS
The Client shall provide ApexTra with all of the texts to be translated and all of the technical information required to understand the text and, if necessary, the specific terminology required. If the Client fails to inform ApexTra, ApexTra shall not be held liable if the translation does not conform to the Client’s standards or if delivery is late. The client has 10 working days from the time the translated documents are received to inform ApexTra in writing of any disagreement concerning the quality of the translation. Once this period has expired, the service shall be considered duly completed and no claims may be made. The client agrees to consider postal, fax, or electronic mail receipts as proof of delivery.
8. CONFIDENTIALITY
ApexTra agrees to preserve the confidentiality of information ApexTra becomes aware of before, during, and after providing services. Original documents shall be returned to the Client upon simple request. ApexTra 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 ApexTra before the provision of services or at the time the order is placed of the means of transmission the Client would like ApexTra to use to ensure the confidentiality of any sensitive information.
9. FORMAT
Translations are delivered by electronic mail in Word format. The layout of any document other than a Word document will be subject to an additional charge, which will appear on the quote. On request, translations may be delivered by regular mail or on a USB key. Any other means of delivery or formats must be expressly agreed to by the parties and may result in additional fees.
10. RESPONSIBILITY
The liability of ApexTra on any grounds whatsoever shall be limited to the invoiced value of the work. Under no circumstances shall ApexTra be held liable for claims related to nuances of style. It is expressly agreed that delivery deadlines are provided for information only and that missed deadlines shall not be considered grounds for penalties. ApexTra shall not be held liable for direct or indirect harm to the Client or a third party resulting from late delivery due to force majeure or fax transmission, electronic mail, postal and other problems.
11. CORRECTIONS AND PROOFREADING
In the event of disagreements about certain aspects of the translation, ApexTra reserves the right to correct these aspects in cooperation with the Client. If the translation is to be published, ApexTra shall receive the printer’s proofs to proofread them before the document goes to print. If the translation is modified without the agreement of ApexTra or published without ApexTra’s approval of the printer’s proofs, ApexTra shall be entitled to claim the lump sum of Euro 5,000 in compensation, an incontestable amount that the Client agrees to pay upon receipt of the invoice. Unless otherwise agreed in writing, any correction or proofreading will be invoiced at the current hourly rate.
12. PAYMENT
Unless otherwise mentioned on the quote, payment in full to ApexTra shall be made no later than 30 days from the date of invoice. In the case of payments by check or wire from abroad, all forex and banking fees will be specified on the quote or be billed to the Client. In the event of late payments, orders in progress can be unilaterally interrupted until full payment is received and the Client will be liable for late payment penalties of the prevailing European Central Bank rate plus ten (10) percentage points applied to the entire sum in question and a flat penalty of Euro 40 for debt recovery costs, without any formal notice being required.
13. COPYRIGHT
Before undertaking to have a document translated, 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 from the party holding the copyrights to the document. If these conditions have not been ensured by the Client, under no circumstances shall ApexTra 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 ApexTra. As a result, for literary or artistic translation, and without harm to ApexTra’s rights to the work, ApexTra reserves the right to require that ApexTra’s name be mentioned on any copies or publications of the translation, in compliance with France’s Intellectual Property Code (paragraph L.132-11). Conversely, again without prejudice to ApexTra’s rights to the translation in question, ApexTra is also entitled to demand, at its sole discretion, that its name not appear in the published translation.
14. CANCELATION
If work that is commissioned is subsequently cancelled after work has commenced, for whatever reason and notified in writing by the Client to ApexTra, the Client shall pay ApexTra the full contract sum for the work completed and half (fifty percent) for the uncompleted work.
15. COMPLAINTS AND DISPUTES
In the event of a complaint or dispute of any nature whatsoever, ApexTra and the Client agree to attempt to settle the complaint or dispute amicably as follows. 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 Euro 1,500.
16. APPLICABLE LAW AND JURISDICTION
These general terms of sale provided by ApexTra are governed in all respects by French law and shall be construed in accordance with it, to the exclusion of all others. In case of a dispute that can not be settled amicably, the only court of jurisdiction shall be Nice, France.