These General Conditions constitute a legally binding contract between the Client and Lexis Communications with respect to the supply of services including those of translation, localization, transcription, subtitling, media monitoring etc, as agreed upon by the Client and Lexis Communications. In the event of a disagreement on any correspondence, proposal, contract, material or agreement, these General Conditions will be overriding. The forwarding of Original Material (as defined below) implies the acceptance by the Client of all the General Contractual Conditions.
1.1. " Translator" refers to Lexis Communications.
1.2. " Client" refers to the individual or business stipulating this contract.
1.3. " Original Material" refers to the documents and other material supplied to the Translator for services of translation, localization, or for consultancy on globalization according to these Conditions.
1.4. " Final Material" refers to the final translated version of the Original Material, or the reports resulting from globalization consultancy services.
2. Tariffs and fees
2.1. The service stipulated will be carried out by the Translator, drafted in the purchase order and billed according to the terms and tariffs given in the estimate.
2.2. Cost is determined based on Lexis Communications’ current price list and the number of words in the source text, or by the estimated time needed for the completion of any other services required. Written quotations are valid for 30 days. Verbal estimates are not binding and are subject to written confirmation upon receipt of the text for translation.
2.3. The Translator reserves the right to modify the prices and tariffs and/or the estimated delivery date which may have been indicated on previous estimates, at the time of receipt and evaluation of the complete Final Material to be translated.
2.4. The Translator will inform the Client of any additional costs or changes to the delivery date before beginning the translation.
2.5 Translation grammatical errors or the need for minor corrections cannot under any circumstances be claimed or accepted as a reason for a payment reduction, delay in or refusal for payment, or for the instigation of proceedings with a view to claiming damages and/or interest.
2.6 By placing an order with Lexis Communications, the Client indicates acceptance of the Terms and Conditions at the time of the order. It is the Client's responsibility to check the Terms and Conditions prior to placing an order or submitting a purchase order to Lexis Communications.
2.7 Rush translations may necessitate a rush surcharge.
2.8 Supplemental services requested after acceptance of the initial project PO will be subject to additional service fees or project management fee whichever is greater.
3. Quality of the service and Original Material
3.1. The Translator will carry out the service based on established quality standards, translating special terms according to their conventional meaning, based on glossaries previously approved by the Client.
3.2 All of the Original Material will have to be easily legible and delivered to the Translator in the agreed upon formats and within the established time.
3.3 The Translator will not be responsible for any delays in delivery which are due to the Original Material being made available late, incorrectly or not at all.
3.4 Lexis Communications will not be liable for the correction of any errors or omissions that were inherent in the original Source Material(s) and which may or may not affect the quality of the Deliverable Project.
3.5 The Services shall be carried out using reasonable skill and care in accordance with industry and ISO-9001 compliant standards.
4. Modifications or additions to the Original Material
4.1 All modifications or additions to the Original Material must be presented to the Translator with clear indications of the changes made and their positions with respect to the copy previously presented.
4.2 The evaluation of the cost and time required to carry out the changes or additions to the Original Material for the translations which have already been initiated will be calculated based on the quantity and nature of the variations and the percentage of work which has already been completed.
4.3. The Translator will supply the Client with an estimate of the additional time and cost before beginning the modifications or additions.
5.1 The Translator will correct the following errors free of charge: omissions, grammatical or spelling errors, failure to follow any approved glossaries. However, if the corrections are based on the client’s preference of a particular style and/or terminology, or in the event that there is more than one way to interpret the meaning of a source text, Lexis Communications, shall not have the obligation to correct mistakes or errors free of charge, unless preferences of style and/or terminology have been communicated to Lexis Communications before the start of the translation or project.
5.2 For translations intended for publication or printing purposes, Lexis Communications will accept responsibility and correct free of charge any errors or omissions in the material translated, excluding those in numbers and graphics. The Client will be solely responsible for verifying all figures such as (numbers and graphics).
5.3 The Client recognizes and accepts that the Translator will not bear any responsibility or obligation for possible translation errors, unless such errors are indicated to the translator “in writing” within five (5) days from the delivery date of the Final Material.
5.4 The Translator's sole obligation with respect to any errors indicated within this five (5) day period will be that of correcting the Final Material free of charge.
5.5 It is the responsibility of the client to provide source documents that are complete, coherent and free of syntactic errors and/or textual and other ambiguities. In cases of source documents containing "unique" terminology or jargon not commonly used by the general public, the client shall provide the appropriate "glossary of terms" prior to or along with the source files. Failure to do so will result in the forfeiture of any further document revision for free after the project is completed. Minor syntactic errors are always covered by the free post-project revision process, when and if demanded by the client, and as such it shall in no way constitute grounds for withholding payment for the deliverables received. The deliverables received may not be used by the client (partially or in their entirety) unless paid for, in full. We retain all intellectual property rights associated to the translated project files, until payment is received in full.
6. Limits of Responsibility
6.1 Lexis Communications will provide a clear and accurate translation, but cannot guarantee conformance to the subjective preference of the Client. Lexis Communications uses all available measures to ensure translation accuracy, but shall not be held liable for damages due to error or negligence in translation, transcription or formatting. Ultimate responsibility rests with the Client. The Translator assumes no responsibility for any damages, direct or indirect, or claims made against the Client by third parties, resulting from the services carried out by the Translator, regardless of the object or manner of the action, nor that the damages be of a contractual or non-contractual nature, nor or their predictability by the Translator, independently of what is set out in the proposals and associated documents.
6.2 The translator will not be responsible for the return, loss or any possible damage to the Original Material. Should unique or valuable material be consigned to the Translator, it will be the Client's responsibility to obtain an adequate insurance policy to cover any damages resulting from the loss or partial or total destruction of this material.
6.3 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated unless expressly set out in the Contract.
6.4 Lexis Communications will not be held legally or financially responsible for the possible non-acceptance of translated documents by any governmental agency, if the client has refused the notarization of any translation which is required by the respective agency to be " Officially" certified. Our policy is to inform the prospective client - before accepting any translation project - concerning the necessity for such " Certification" through notarization, emphasizing the legal validity and wide acceptance of such a translation throughout Canada and abroad.
6.5 Delivery takes place through email, fax, FTP or standard mail transmission hence the risk passes to the Client. Lexis Communications shall retain a copy of the translation and in the event of any loss or damage will forward additional copies free of charge. In the event of Force Majeure (Natural Disaster, Act of War or any other situation that materially affects the ability of Lexis Communications to deal with the Client's order) Lexis Communications shall notify the Client immediately of the circumstances. Force Majeure shall entitle both Lexis Communications and the Client to cancel the order, but the Client will pay Lexis Communications for work already completed. Lexis Communications will make every reasonable effort to place the Client's order elsewhere. While all efforts are made for the accommodation of electronic file transfers by our clients, it should be noted that acceptable methods are those of email attachments or FTP transfers. We do not, retrieve or upload project files of any format from file-hosting or file-sharing services. The client must provide Lexis Communications S.A., with a valid " physical" mailing address, at a location where someone will be available to receive the documents. In the event that a package is deemed by a courier or Post office as undeliverable, the client will be responsible for the extra Shipping and Handling fees to re-send the documents.
6.6 When the fulfillment of obligations to the Client is prevented for any reason beyond Lexis Communications’ control, Lexis Communications shall not under any circumstances be liable to the Client or any third party for losses or damages of any kind, and the Client shall indemnify Lexis Communications against all claims and demands upon Lexis Communications for any possible loss or damage.
7. Declarations and Warranties
7.1 The Translator declares and guarantees that the service will be rendered following standard in house, ISO-9001 standard -compliant quality procedures, using all the technology, instruments and qualified personnel available, such that the result satisfies the quality standards proposed and normally applied by the Translator.
7.2. The Client declares and guarantees:
(a) That the Original Material is owned by him and is free for his use and
(b)That the translation of the Original Material and the publication, distribution, sale or other use of the Final Material does not violate any author's rights, trademarks, patents, intellectual property or other third party rights.
8. Limits of guarantee
8.1. The Translator's guarantees as above replace any other guarantees, expressed or implied, of the Final Material's salability or its suitability for a particular purpose.
8.2. The Translator does not guarantee that the use of the Final Material or of material contained within it does not violate any trade secrets, author's rights, trademarks, patents or other third party rights.
9. Cancellation of the contract
9.1. All orders are final. Exceptions made at the sole discretion of Lexis Communications, in the event Should the client default, the Client shall pay to Lexis Communications 25% of the complete project cost or costs for the work completed, whichever is greater the costs for the work completed are based on the proportion of the complete fee that the completed work bears to the original text.
9.2. Should the Translator default, the Client will have the right to cancel the contract and will be obliged to pay a sum calculated according to services completed at the time of the contract cancellation and all work in progress.
9.3. In the event of contract cancellation, the Translator will be obliged to hand back to the Client all Original Material and data provided, together with all translated material existing on the date of cancellation.
9.4. The Translator will have the right to withhold the Original Material, the Final Material as well as the copyright of the translated material by way of a guarantee of payment by the Client of the entire sum owed.
9.5. Neither party will be held responsible for delays or non-fulfillment when these are due to events and/or causes of force majeure, non-attributable to either party.
10. Title and ownership
10.1. The Copyright of the translation is the property of Lexis Communications and becomes the Client's property, only after receipt of full payment for the translation.
10.2. This notwithstanding, the Client recognizes that the Translator is the sole and exclusive owner of all rights regarding
(a) Inventions, methodology, innovations, data, technology, software and databases used in the translation of the Original Material
(b) Inventions, methodology, innovations, technology, software and databases developed by the Translator during the translation of the Original Material, including all related rights.
10.3. The Translator reserves the right to withhold the Final Material as a guarantee of payment by the Client of the entire sum agreed upon.
10.4 The Client warrants that the translation does not infringe any copyright or other proprietary right and is not a betrayal of confidentiality or libel, and shall indemnify Lexis Communications for all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts that if sustained would constitute a breach of such warranty.
11.1. The nature of the work commissioned and all information given by the Client to the Translator shall be subject to the utmost confidentiality.
11.2. The Translator must not, without the prior written consent of the Client, publicly divulge or bring any such information to the attention of third parties, with the exception of authorized collaborators or subcontractors authorized by the Translator whose operational or consultative roles require them to have access to this information.
11.3. The above guarantee does not apply in cases where the Translator may be required by law to communicate such information, or when such information is in or comes into the public domain independently from any divulgence on the part of the Translator.
11.4 You acknowledge that any Original Works and Translated Works submitted by and to you, over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Translated Works or Projects.
12.1. The Client shall indemnify the Translator, his agents, managers, staff, employees, collaborators, representatives and assignees against any loss, damage, cost or expense, including legal costs, deriving from or connected with any claim or legal action concerning (a) the execution of this contract (b) the Client's violation of contractual declarations and guarantees (c) the production, publicity, promotion, sale or distribution of any material on behalf of the Client (d) any duty, tax, tariff or similar charge laid down by law or by the production, publicity, promotion, use, importation, licensing or distribution of any material on behalf of the Client (e) any claim for damages through the violation by the Final Material of any author's rights, trademarks, industrial patents or other rights.
13. Terms and methods of payment
Payment shall take place via one of the following methods:
13.1 If there is a credit agreement between Lexis Communications and the Client, the Client shall arrange payment to Lexis Communications of the full amount payable for all agreed services within and no later than twenty-one (21) days from the receipt of Lexis Communications’ invoice.
13.2 In the absence of a credit agreement between Lexis Communications and the Client, payment shall take place via bank credit into the account indicated by Lexis Communications. An advance deposit is required of 40% of the agreed sum upon consignment of the Original Material, with final settlement upon the delivery of the Final Material. All orders pending credit approval.
13.3 In the event of an unfavorable credit report, a 100% advanced payment is required before translation begins. Payment terms are Net twenty-one (21) days in the previously agreed upon currency, by check or postal or banking money order. Wire transfers are subject to an additional fee. Late payments will be assessed a penalty of 15% per annum. Costs of collection efforts including but not limited to collection agency fees and/or attorney fees incurred during the collection process will be the responsibility of the Client. All disputes shall be brought forward within the territorial jurisdiction of Quebec, Canada.
13.4 All purchase orders from clients outside the corporate, organizational or governmental domains require pre-payment in full.
14. Place of jurisdiction
These General Conditions are governed by the laws of Canada, and the parties elect by mutual consent to submit to the jurisdiction of the province of Quebec.
Lexis Communications reserves the right to modify these Terms and Conditions at any time.