1. SCOPE

The services provided by Version internationale that fall within the scope of the general terms and conditions of sale are translation, terminology, word processing and DTP (desktop publishing) activities, and technical or linguistic support regardless of their form, content and the geographic location in which they are carried out.

The fulfilment of any service by Version internationale implies that the Client accepts these general terms and conditions and the waiver of their own general terms and conditions of purchase. Any contrary condition will therefore, unless expressly agreed, be unenforceable against Version internationale, regardless of when it may have been brought to its attention.

If Version internationale does not avail itself of one of these general terms and conditions of sale, it cannot be interpreted as a waiver of the right to avail itself of one of these conditions at a later date.

2. PLACING ORDERS

Each Client order is preceded by a free quote created by Version internationale based on the translatable documents provided and/or information communicated by the Client.

To confirm the order in a firm and definitive manner, the Client must return the quote to Version internationale without any modifications, either by scanning and sending it by email, or by fax, having stamped and signed it with the words “bon pour accord” (“Agreed”) by an authorised person, or by replying by email to express consent. In the absence of receipt of acceptance of the quote, Version internationale reserves the right not to start its service.

In exceptional cases of regular collaboration where no estimate is sent by Version internationale and where no purchase order is issued by the Client, Version internationale reserves the right to issue a Work Order (“Bon de Travail”, BDT) reiterating the services concerned and the proposed rates in the form of a purchase order. This Work Order must be returned signed and stamped. In the absence of receipt of acceptance of the Work Order, Version internationale reserves the right not to start its service.

In the absence of confirmation of the order according to the terms defined above within three (3) months from the date the estimate was sent, the latter will be deemed null and void.

Version internationale reserves the right, after having informed the Client, to increase the prices of the services and/or not to respect the delivery date that appears on the Client’s initial order confirmation, particularly in the following cases:

the modification or addition of documents by the Client after the creation of the quote, in which case Version internationale reserves the right to adjust the rate according to the volume of additional text identified or requested;

the absence of documents during the creation of the quote. If the quote was based only on the approximate number of words and a sample of the content.

In the absence of the Client’s express agreement with these new delivery and/or pricing conditions, Version internationale reserves the right not to start its service.

Unless otherwise agreed and indicated on the quote, the costs incurred for the fulfilment of the service (travel, sending express mail, etc.) are at the expense of the Client.

Any decision to offer discounted or reduced rates or apply bulk discounts based on a percentage or a flat fee remains at the sole discretion of Version internationale and only applies to the service in question. Any discounts or reduced rates granted to the Client shall not in any way give rise to an acquired right for subsequent services.

In the event that no previous quote has been sent to the Client by Version internationale, the translation services will be priced in accordance with the basic rate usually applied by Version internationale.

3. EVIDENCE

For the purpose of proving the existence of the acceptance of a quote, the Client agrees to consider a fax, email, copy and electronic format as equivalent to the original and as perfect proof.

4. SERVICE PROVIDER’S OBLIGATIONS

Version internationale undertakes to carry out the translation with the highest fidelity to the original and in accordance with the practice of the profession. Version internationale makes every effort to take into account and incorporate any information provided by the Client (glossaries, plans, drawings, abbreviations, etc.) in the translation. Version internationale declines all responsibility in the event of inconsistency or ambiguity in the original text, the verification of the final text’s technical coherence being the sole responsibility of the Client.

5. CLIENT’S OBLIGATIONS

The documents provided by the Client must be printed, legible and understandable. They must not be overwritten or handwritten unless otherwise agreed. Any text provided in handwritten form or as an image, screenshot or PDF file will be subject to a quote for prior re-typing.

The Client must specify the end-purpose of the document (for distribution, for information purposes, etc.) for potential adaptations.

The Client undertakes to make all the translatable text, any technical information necessary to understand the text and, where applicable, the specialised terminology required, available to Version internationale. In the event that the Client fails to comply with its obligation to inform Version internationale, Version internationale cannot be held responsible for any non-compliance or for exceeding deadlines. Any technical text must, where possible, be accompanied by drawings or plans enabling a full understanding of the document. Otherwise, the service will be carried out according to the standards of the relevant field, and any subsequent changes requested by the Client will be considered as the author’s corrections and, as such, may be subject to an additional charge.

6. DELIVERY DEADLINE

Subject to Version internationale receiving all the documents to be handled as part of the translation service, the delivery deadline mentioned on the quote is only applicable on the condition that the Client confirms their order according to the terms defined above and within 3 (three) working days of receiving the quote. After this deadline, the delivery date may be revised depending on the workloads of the Version internationale teams.

The delivery date shall mean the specified day, before the close of business at the end of the day.

7. DELIVERY OF WORK

Any text translated by Version internationale shall be sent to the Client by email unless agreed otherwise in advance.

The translation will be delivered in the source file format or in Word format.

Any other means of transfer or format must be expressly agreed between the parties in advance

8. RATE

The rates applied are those in effect on the day of the order.

The prices of services that have been the subject of a quote will remain valid for three months unless previously agreed.

The billing unit is per source word unless otherwise specified.

Small files, for which the processing cost is the same as that of larger files, are subject to a minimum charge.

“Urgent” files, for which the deadlines are less than 48 hours or less than the deadline indicated on the quotes, may be subject to an additional charge.

Author’s corrections are subject to an additional charge.

9. CONFIDENTIALITY

Version internationale undertakes to fully respect the confidentiality of information brought to its attention before, during or after the fulfilment of its service. Original copies may be returned to the Client on request and at the Client’s expense. Version internationale may not be held responsible for the interception or misappropriation of information during the transfer of data, particularly online. Consequently, it is up to the Client to inform Version internationale, before or when ordering, of the transfer means that he or she wishes to see implemented in order to guarantee the confidentiality of any sensitive information.

10. INTELLECTUAL PROPERTY

Before sending Version internationale a document for translation, the Client must ensure that they are entitled to do so. The Client must therefore be the author of the original document or have obtained prior written permission from the document’s copyright owner to translate it. Failing this, Version internationale cannot in any way be held responsible if all or part of the documents entrusted by the Client infringe intellectual property rights or any other right of a third party or any applicable regulations. If applicable, the Client shall be solely responsible for any damage and financial consequences that may result from his or her sole negligence.

In addition, the Client acknowledges that the translation obtained by Version internationale constitutes a new document, the copyright of which is jointly held by the author of the original document and Version internationale. Consequently, in the case of literary or artistic services, and without prejudice to its property rights to its work, Version internationale reserves the right to require that its name be mentioned on any copy or publication provided as part of its service, in accordance with the Intellectual Property Code, paragraph L.132-11

11. LIABILITY

In any event, the Service Provider is only liable for the amount on the relevant invoice. Version internationale can in no way be held responsible for complaints based on stylistic nuances.

It is stated that the delivery deadlines are only given as an indication, and failure to meet deadlines cannot lead to late penalties, unless agreed in writing in advance. In any event, Version internationale cannot be held liable for direct or indirect damage to the Client or to third parties due to a delay in delivery, particularly in the case of force majeure, nor to any delays in delivery by fax, modem, email, ftp, portals and other postal methods.

12. CORRECTIONS AND PROOFREADING

In the event of disagreement on certain aspects of the service, Version internationale reserves the right to make corrections in cooperation with the Client. Unless otherwise agreed in writing, any corrections or proofreading are subject to an additional charge based on the hourly rate in effect.

Corrections to texts that are written directly in a foreign language by the Client are only admissible by Version internationale if the editor has written it in his or her mother tongue. If the editor has written the text in a language other than his or her mother tongue, Version internationale reserves the right to translate the entire written text again if the cost of the corrections turns out to be more expensive than the cost of a translation.

13. DISPUTES

The translators are chosen for their linguistic and technical skills.

Any writing style requests must be the subject of a specific order and may result in an additional charge.

The Client may not complain of failure to comply with and the non-use of specific terminology in certain fields if they did not previously communicate the information and terminology to be used to Version internationale.

Upon receipt of the work, the Client is required to ensure that the service conforms to that which was the subject of the order, as well as the quality of the scope of the service.

Any complaints must be sent in writing to Version internationale within TEN (10) CALENDAR DAYS following the delivery date of the work. After this period, the service will be considered as having been duly performed, and no dispute can be accepted. To this end, the Client agrees to consider any acknowledgement of receipt by post, fax or email as proof of delivery.

Any reservations or disputed elements must be accompanied by the documents necessary for Version internationale to assess them, such as the source document, translated document, the editor’s linguistic background (mother tongue, linguistic skills, etc.) and type of corrections made by the Client, which may help to make the best judgement.

Under no circumstances may the amount of a disputed service be the subject of a unilateral deduction by the Client from other sums that the Client owes to Version internationale for other services.

14. PAYMENT TERMS

Unless otherwise specified on the quote, invoices are understood to be net, without any discounts and payable within 30 days from the date of issue of the invoice.

In the event of a payment being made abroad, Version internationale reserves the right to pass on all exchange or bank charges on the quote or to invoice the Client again for these costs in full. In the event of a late payment, any orders in progress may be automatically discontinued until the full payment is made, and without prior notice being necessary, the Client will be liable for late payment interest calculated at the rate of three times the legal interest rate in force applied to the total amount of the invoice in question.

In the event of late payment, the applicable penalty rate will be equal to three times the legal interest rate, in accordance with the French “LME law” of 4 August 2008.

The translation remains the property of Version internationale until full payment has been made.

15. ADVANCE PAYMENTS

Any order for which the total excluding tax exceeds 1,000 euros may be subject to a request for an advance payment, the percentage of which will be specified on the quote. In this case, the performance of the services will only begin after the advance payment has been received.

16. CANCELLATION

In the event of the cancellation of an order in progress, whatever the cause, and which is notified in writing to Version internationale, the Client will be invoiced for 100% (one hundred percent) of the work already carried out and 50% (fifty percent) of the work yet to be carried out.

17. ARBITRATION

These terms and conditions of sale are subject to French Law.

In the event of a dispute over the application of these conditions or in the event of a dispute concerning the quality of a service provided by Version internationale, the commercial court of Lyon shall have exclusive jurisdiction.