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.
refers to Lexis Communications.
1.2. " Client"
refers to the individual or business stipulating this contract.
1.3. " Original
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
refers to the final translated version of the Original Material,
or the reports resulting from globalization consultancy services.
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
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.
services requested after acceptance of the initial project PO will be subject
to additional service fees or project management fee whichever is greater.
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
3.5 The Services shall
be carried out using reasonable skill and care in accordance with industry and
ISO-9001 compliant standards.
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
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
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 providesource 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.
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
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
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 courrier 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.
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
7.2. The Client declares
(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.
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.
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.
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.
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
(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
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
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
(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.
Terms and methods of payment
Payment shall take place via one of the
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.
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.
respects the privacy of all individuals who visit our website and utilize our language
services. We also recognize the sensitivity and confidential nature of the data
and materials entrusted to us by our clients. This statement of our Privacy
Policy delineates our commitment to our clients and prospective clients, as
well as visitors to our website, and describes the measures we have taken to
ensure their privacy and to protect the confidentiality of all information we
receive and process.
Our commitment to you
prospective client of Lexis Communications, you can be assured that we will carefully and consistently
safeguard your identifying information. Your name and contact information
(including mailing and e-mail addresses, telephone and fax numbers) will only
be used by Lexis Communications to contact you and to maintain your account.
Additionally, we will not disclose to any third party any identifying
information about you unless we are
legally required to do so.
As a client of Lexis Communications, you can be further assured that all information within files we
receive for translations purposes will be held in strictest confidence. Should
you require a specific confidentiality
agreement before submitting any document or material to us, we will be
happy to comply. Additionally, all hardcopy and electronic files and materials are
both electronically and physically secured from unauthorized access.
Our website also displays
a select listing of some of our clients' business names, with their permission.
If there are any changes in your business or organizational policy concerning
the display of your name by third parties or you no longer wish to be included
in this list, please advise us accordingly by contacting us.
and/or company information will never be used as references for prospective
clients of Lexis Communications, unless you have previously authorized us to
disclose such information to a third party.
The use of crawlers, robots, data mining or similar data gathering and/or extraction technologies - whether employed once or multiple times - for purposes of archiving or re-utilisation of any elements of the Web Site, is forbidden without the express written consent of Lexis Communications. This includes all mass-downloading methods, Web Page screen captures as well as any other methods which do not respect the robots exclusion file and or page scripts. It is forbidden to sell, trade, share or distribute the contents of this Web Site or any data obtained from this Web Site to anyone for any and all intended uses, with no exceptions. Such methods are illegal and will be reported to the appropriate authorities. Logs and server information, will be used as evidence against perpetrators in any litigation proceedings that may arise as a result of such actions. This Web Site is the property of Lexis Communications. All unauthorized data extraction is thus in direct violation of our copyright.