DISCLAIMER: This document is a translated version of my General Terms and Conditions for Service Delivery provided for reference purposes only. In the event of any inconsistency, the French version shall prevail.
I. Translation Works
The present terms and conditions for service delivery are intended to frame the contractual relations between: Tala Noujeim, individual entrepreneur, SIRET 909 901 175 00010, hereinafter referred to as “the Service Provider”, and on the other hand, any company or individual wishing to use her services, hereinafter referred to as “the Client”.
2. Application of the General Terms and Conditions — Enforceability
Any translation commissioned implies the full and unreserved acceptance by the Client of these general terms and conditions of service to the exclusion of any other document. No other terms and conditions shall be in effect and enforceable against the Service Provider, unless otherwise agreed in writing by the Service Provider. The delivery of any service by the Service Provider implies the Client's acceptance of these general terms and conditions, and the waiver of his/her own general terms and conditions of purchase. Any contrary condition will be, in the absence of express acceptance, unenforceable against the Service Provider, regardless of when it may have been brought to her attention. The fact that the Service Provider does not avail herself at any time of any of the present terms and conditions for service delivery cannot be interpreted as a waiver of the right to avail herself of any of the said conditions at a later date.
3. Orders – Quotations
Each order by the Client is generally preceded by a free quotation, made by the Service Provider on the basis of the documents provided or information communicated by the Client. The quotation sent by the Service Provider to the Client by e-mail shall specify in particular: The type of service; The number of pages or words to be translated; The language of the translation; How the price of the service is to be determined. The service shall be invoiced either on the basis of a flat rate, on the basis of time spent or on the basis of the Service Provider’s current rates, including her rate per source word (i.e. number of words contained in the text to be translated) according to the word count of Microsoft word (or any other agreed-upon word count tool) on a per-page basis; A delivery date (or estimated delivery date) of the translation; The format of the documents to be delivered, in the event of a request for a specific layout of the delivered document; Any additional charge due to urgency, specific terminology research or any other request outside the usual services provided by the Service Provider. In order to confirm the order, the Client must return the quotation to the Service Provider by e-mail without any modification and express his consent by writing "Good for approval". If the quotation has not been formally accepted, the Service Provider reserves the right not to start working on the Client’s project. If the quotation has not been accepted before the end of its validity period, or by default, within one (1) month from the date of the quotation, it shall be deemed null and void. The Service Provider reserves the right, after having informed the Client, to increase the the rates for services and/or not to respect the delivery date appearing on the Client’s initial order confirmation, in particular in the following cases: The modification or addition of documents by the Client after the quotation has been issued by the Service Provider. In this case, the Service Provider reserves the right to adjust the price according to the volume of additional text to be processed; The absence of documents at the time of the quotation (if the quotation had to be made on the simple communication of the approximate number of words and an extract of the content to be processed). In the absence of the Client's express agreement to these new delivery and/or billing terms, the Service Provider reserves the right not to begin her work. Unless otherwise agreed upon in the quotation, the costs incurred for the delivery of the service (travel, accommodation, meals, etc.) are at the Client's expense. Any decision to grant a discount, reduction or to apply degressive rates, according to a percentage or a flat rate (per page), remains at the sole discretion of the Service Provider, and limited to the services included in the quotation. No discounts or rebates granted to the Client shall be considered an acquired right for future orders. In the event that the Service Provider does not send the Client a quotation, orders are placed by simply exchanging e-mails and translation services are invoiced in accordance with the basic rate usually applied by the Service Provider or any other rate agreed upon by the Service Provider and the Client in the e-mail exchange. Any validation by the Client of a deadline communicated by the Service Provider shall be considered as a confirmation of order.
For the purpose of proving the existence of this quotation acceptance, the Client agrees to consider as equivalent to the original and as perfect proof, an e-mail or an electronic copy of the signed quotation.
Any order whose amount exceeds 1,000 (one thousand) euros excluding taxes may require a deposit, the percentage of which is specified on the quotation. In this case, the execution of the services will start only after the deposit has been received.
6. Delivery deadline
The date of delivery shall only apply after the Service Provider has received all of the source material and may be updated based on the Service Provider’s workload.
7. Responsibility of the Service Provider
The Service Provider shall make every effort to translate as faithfully as possible to the original and in accordance with the practices of the profession. The Service Provider shall make every effort to take into account and integrate into the translation any information provided by the Client (glossaries, plans, drawings, abbreviations, etc.). The Service Provider shall not be held liable for any inconsistency or ambiguity in the original text, and the Client shall be solely responsible for checking the technical consistency of the final text.
8. Responsibility of the Client
The Client agrees to provide the Service Provider with all the texts to be translated and all technical information necessary for their understanding and, where applicable, the specific terminology required. If the Client fails to provide the Service Provider with the required information, the Service Provider shall not be held liable for any non-compliance or for failure to meet the deadlines. The Client has 10 (ten) working days from the date of receipt of the translated or proofread documents to express in writing any concern relating to the quality of the service. After this period, the service is considered to have been duly delivered and no complaint will be accepted. To this end, the Client agrees to consider any e-mail acknowledgment of receipt as proof of delivery.
The Service Provider undertakes to respect the confidentiality of information brought to her knowledge before, during or after the delivery of her service. The originals are returned to the Client simply upon written request. The Service Provider shall not be held liable for any interception or misappropriation of information during the transfer of data, particularly via the Internet. Therefore, it is the Client's responsibility to inform the Service Provider, prior to or at the time of the order, of the means of transfer that he/she wishes to see implemented in order to guarantee the confidentiality of any sensitive information. No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client. However, the Service Provider shall at all times exercise due discretion in respect of disclosure to any third party of any information contained in the Client’s original documents or translations thereof without the explicit authorization of the Client. Nevertheless, a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material. The translator shall be responsible for the safe keeping of the Client’s documents and copies of the translations and shall ensure their secure disposal.
The translation is delivered by e-mail in the format of the source text. Any other means of transfer or format must be expressly agreed upon between the parties and may be subject to additional charges.
The Service Provider's liability shall be limited to the amount of the invoice in question. The Service Provider shall not be held liable on any grounds whatsoever for any claims arising from stylistic differences or changes made to her translation without her written consent. Delivery deadlines are given as an indication only and failure to meet them shall not, in principle, result in penalties for delay. In any event, the Service Provider shall not be held liable for any direct or indirect damage caused to the Client or to third parties as a result of a delay in delivery due to force majeure or to a possible delivery problem.
12. Editing and proofreading
In the event of disagreement on certain points of the service, the Service Provider reserves the right to edit her work in cooperation with the Client. If the translation is to be edited, the Service Provider shall receive the revised document for proofreading. Unless otherwise agreed in writing, any correction or proofreading shall be invoiced at the current hourly rate.
13. Terms of payment
Unless agreed otherwise in the quotation, the invoice must be paid in full within 60 (sixty) days of its date of issue. The translation remains the property of the Translator until full payment is received. In case of payment by check or bank transfer from abroad, all exchange and bank charges will be subject to a flat-rate surcharge specified in the estimate or will be entirely invoiced to the Client. In the event of late payment, orders in progress may be automatically interrupted until full payment is made and the Client shall be held liable, without the need for a prior reminder, for late payment interest calculated at the rate of 10% (ten percent) per month as of the first day following the payment deadline and applied to the total amount net of tax of the invoice in question, to which shall be added, in accordance with Article D.441-5 of the French Commercial Code, a fixed compensation fee of 40 (forty) euros for collection costs. The Service Provider shall not accept any new work from the Client before having received full payment of past due contracts.
14. Intellectual Property
Before submitting a document for translation to the Service Provider, the Client must ensure that he/she has the right to do so. The Client must then be the author of the original document or have obtained prior written permission for translation from the copyright holder of the document. Otherwise, the Service Provider shall not be held liable in any way if any part of the documents provided by the Client infringes the intellectual property rights or any other rights of a third party or any applicable regulations. In such a case, the Client shall be solely responsible for any damages and financial consequences resulting from his/her negligence. Translations are protected works under the Berne Convention and may not be reproduced or otherwise used in breach of the Service Provider’s copyright. Therefore, the Client acknowledges that the translation produced by the Service Provider constitutes a new document, the copyright to which is held jointly by the author of the original document and the Service Provider. Consequently, in the case of services of a literary or artistic nature, and without prejudice to her economic rights over her work, the Service Provider reserves the right to require that her name be mentioned on any copy or publication of her service, in accordance with Article L.132-11 of the Intellectual Property Code.
If, for any reason, the Client wish to cancel an order or a task that are in progress, the Service Provider should be notified in writing. In this case, the Client will pay 100% (one hundred per cent) of the agreed rate to the Service Provider for the work already performed and 50% (fifty per cent) for the remaining work to be carried out
16. Amicable settlement
In the event of a dispute of any kind whatsoever and before taking any legal action, the parties agree to submit to an attempt at conciliation.
To this end, as of the date of the occurrence of the disputed event, the parties agree to jointly refer the matter to the SFT Arbitration Committee by registered letter with a copy to the other party.
The parties agree to do their utmost to ensure that this conciliation has every chance to succeed. They agree to act in good faith. They also undertake not to refer the matter to a judge during the 4 (four) months following the referral to the Committee and acknowledge that any referral made in contradiction with this obligation may be considered as a dismissal or, failing that, as an obstacle to any amicable settlement of the dispute and justifies the payment of an indemnity of 1,500 (one thousand five hundred) euros to the other party.
In the absence of an amicable agreement or in the absence of a response from the professional within a reasonable period of one (1) month, the consumer/ customer within the meaning of Article L.133-4 of the French Consumer Code has the possibility of seizing, free of charge, if a disagreement persists, the competent mediator registered on the list of mediators established by the Commission d'évaluation et de contrôle de la médiation de la consommation (Commission for the evaluation and control of consumer mediation) pursuant to Article L.615-1 of the French Consumer Code, namely :
La Société Médiation Professionnelle
24 rue Albert de Mun - 33000 Bordeaux
17. Applicable law - Jurisdiction
These general conditions are subject to French law and must be interpreted in accordance with it. In the absence of an amicable settlement in accordance with Article 15 above, the parties grant exclusive jurisdiction to the French courts to settle any dispute relating to the delivery of service and these general conditions.
II. Simultaneous, Consecutive and Liaison Conference Interpreting Services
These general terms and conditions of service delivery set forth the rights and obligations of Tala Noujeim, individual entrepreneur, SIRET 909 901 175 00010 (the "Service Provider"), on the one hand, and any person or entity wishing to benefit from her services (the "Client"), on the other hand.
These general terms and conditions determine the contractual conditions applicable to the delivery of services offered by the Service Provider to her Clients. The beneficiary of the services is referred to as the Client and the interpreter who is a member of the SFT is referred to as the Service Provider. The services offered by the Service Provider are services consisting of intellectual work of simultaneous or consecutive conference interpretation or liaison. The invalidity of a contractual clause shall not invalidate the general terms and conditions. The Service Provider reserves the right to modify these terms and conditions, provided that the Client is informed individually.
2. Application of the general terms and conditions - Enforceability
The Client declares that he/she has read the general terms and conditions for service delivery and that he/she accepts them without reservation before placing an order by returning the quotation or the offer made by the Service Provider. The general terms and conditions for the service delivery shall prevail over the terms and conditions of purchase unless the Service Provider formally accepts them in writing. Any contrary condition opposed by the Client shall, therefore, in the absence of express acceptance, be unenforceable against the Service Provider, regardless of when it may have been brought to her attention.
3. Placement of orders / quotations
The expected intellectual service shall give rise to the drawing up of a quotation describing the work to be carried out, specifying its nature and purpose. The expected service may be detailed in a descriptive note or in a specification appended to this contract and forming an integral part thereof. These documents (quotation, memorandum, specifications) specify the methods of delivery, the timeframe and the work control procedures if necessary. Orders are not final until they have been confirmed in writing (e-mail) and/or after payment of a deposit as specified in the quotation. Unless otherwise agreed, confirmation of the order implies acceptance by the Client of the Service Provider's general terms and conditions of service, acknowledgement of full knowledge thereof and waiver of his/her own terms and conditions of purchase. The benefit of the order is personal to the Client and cannot be transferred without the agreement of the Service Provider. Any change or cancellation of the order requested by the Client shall only be considered if it is received in writing before the delivery of the service. If the Service Provider does not accept the change or cancellation, the deposits will not be returned.
4. Responsibility of the parties and confidentiality
The Service Provider undertakes to respect the confidentiality of information provided to her before, during or after the delivery of her services, in accordance with the SFT Code of Ethics to which she is a signatory. The Service Provider shall not be held liable for any inconsistency or ambiguity in the information provided by the Client prior to the delivery of the service. In case the Client fails to inform the Service Provider, the Service Provider shall not be held responsible for any non-conformity. The Service Provider shall not be held liable for any interception or misappropriation of information during data transfer. Consequently, it is the Client's responsibility to inform the Service Provider, at the time of the order, of the means of transfer that he/she wishes to see implemented in order to guarantee the confidentiality of any sensitive information.
5. Fees and Hours of Work
The amount of fees and allowances (transportation, accommodation, meals, etc.) shall be agreed upon. Unless otherwise provided for by law, remuneration will be paid net of any tax deductions. It includes the actual work done during the day(s) of the conference/meeting as well as the time required for the preparation of the interpreters and their travel. Unless otherwise agreed by the parties, the normal and recommended practice for a day of interpretation is 8 hours including 2 hours of breaks. Hours worked in excess of this duration shall be invoiced, at the option of the interpreters, on a pro rata basis according to the hourly calculation of 6 hours of work. Daily rates are flat rates and cannot be split. Any day of work begun is deemed to be due by the client, even if its actual duration is less than that of the so-called normal session. The number of interpreters required for the assignment will be determined by the type of service, the number of languages, the subject matter and the daily duration of the conference/meeting. Interpreters are free to organize their work within their teams as they see fit. In any case, the service can only be provided on time if the Client is up to date with his/her obligations towards the Service Provider, whatever the cause. Unless otherwise agreed upon in the quotation, the costs incurred for the delivery of the service (travel, accommodation, meals, etc.) shall be borne by the Client. They will be re-invoiced if the Service Provider has advanced the said costs. Any decision to grant a discount or reduction or to apply degressive rates shall be at the sole discretion of the Service Provider and only for the service which is the subject of the discount or reduction. Any discounts or rebates granted to the Client shall in no way create a vested right for subsequent services. If the interpreting service takes place outside the interpreter's place of work and if travel the day before is compulsory, this shall give rise to a per diem. If the previous day's journey has to be made during working hours, which prevents the interpreter from performing another service, an approach fee to compensate for this loss of earnings may be charged by mutual agreement with the Client. If the interpreter cannot return until the day after the service, the same costs may be charged to the Client under the same conditions, as this also prevents the interpreter from delivering another service.
6. Responsibility of the parties
a) Responsibility of the Service Provider
The Service Provider shall make every effort to deliver the interpreting service in accordance with the rules and the practices of the profession. She shall make every effort to take into account the information provided by the Client (glossaries, abbreviations, etc.).
b) Responsibility of the Client
The Client undertakes to provide the Service Provider, several days before the conference/meeting, with the texts and materials of the speeches to be given during the conference/meeting and any technical information necessary for understanding and, if necessary, the specific terminology required.
7. Terms of payment
In the event of late payment, the Service Provider may suspend all outstanding orders, without prejudice to any other course of action. Any amount not paid on the due date, as indicated on the invoice, shall automatically result in the application of penalties equal to one and a half times the legal interest rate from the day following the payment date indicated on the invoice, the late payment penalty rate being equal to the rate applied by the European Central Bank to its most recent financing operation plus ten points. These penalties shall be payable on simple request by the Service Provider. Any invoice recovered by litigation will be increased by a fixed indemnity of 100 € as a non reducible penalty clause in the sense of Article 1229 of the Civil Code. Under no circumstances may payments be suspended or offset in any way without the Service Provider's prior written consent. The Service Provider does not intend to grant any discount for cash payment or payment at a date earlier than that resulting from the general conditions of service delivery. In the event of payment by check or bank transfer from abroad, all foreign exchange or bank charges will either be subject to a flat-rate surcharge specified in the quotation or be billed in full to the Client.
8. Obligation relating to intellectual property
Ownership of the results of the work is transferred to the Client who, when the intellectual work carried out constitutes a creation within the meaning of the Intellectual Property Code, is prohibited from exercising any rights over the work, in particular the right of reproduction, if the copyright resulting from this creation has not been the subject of an assignment agreement in his/her favor. Recordings and/or broadcasts of the performance are not permitted. After authorization from the Service Provider, recordings and/or broadcasts, whatever the medium, will give rise to an additional charge equivalent to a percentage of the amount of the fees excluding taxes. This amount will be mentioned on the quotation.
9. Fulfilment of the contract (cancellation / penalty / modification)
The Service Provider shall not be held liable in the event of non-performance or improper performance of her obligations due either to the Client's fault, or to the insurmountable and unforeseeable act of a third party to the contract, or to a case of force majeure. The Service Provider undertakes to provide the requested service in accordance with the contractual provisions, for the execution of which she is subject to an obligation of means. In the event that the Client fails to perform any of his/her obligations and fifteen days after formal notice to perform such obligation, the Service Provider may request the termination of the contract without prejudice to damages. The contract will be terminated by registered letter with acknowledgement of receipt and will be acquired by right without any judicial formality. Acceptance of this quotation and the placing of an order implies a commitment on the part of both parties. In the event that the Client cancels the order, a penalty must be paid. The amount of this fee will depend on the time remaining between the date on which the Service Provider is notified in writing of the cancellation and the date set for the start of the interpreting service. The method of calculating the penalty shall be mentioned on the quotation or in an attached document. If the cancellation occurs less than 48 hours before the conference, the full amount must be paid. In the event that the organization of the conference/meeting is modified and if this modification has repercussions on the interpreting service to be provided (addition of a working language, changes in schedules, dates, etc.), this quote will no longer be valid, even after signature. Another quote will be issued.
10. Settlement of disputes
In the event of a dispute of any kind, the parties agree to attempt to reach an amicable settlement in the following manner. As of the occurrence of the dispute, the most diligent party shall refer the matter to the SFT Arbitration Commission by registered letter with a copy to the other party. The parties shall entrust the said commission with the task of attempting, in all impartiality, reconciliation in accordance with the terms and conditions decided by the commission, leading to a settlement. The parties undertake to do their utmost to ensure that this conciliation has every chance of success. They undertake to show all the necessary good faith. They also undertake not to refer the matter to a judge during the four months following referral to the Commission and accept that any referral made in contradiction with this obligation may be considered as a refusal to accept or, failing this, as an obstacle to any amicable settlement of the dispute and will justify the payment of a sum of €1,500 to the other party. This referral to the Arbitration Commission is only possible if one of the parties is a member of the SFT at the date of the estimate. If the dispute cannot be settled amicably within four months, the Commercial Court of Paris shall have sole jurisdiction in the event of any dispute of any nature or any dispute relating to the formation or delivery of the order, unless the Service Provider prefers to bring the matter before any other competent court. This clause shall apply even in the event of summary proceedings, incidental claims, multiple defendants or warranty claims, and regardless of the method and terms of payment, without any jurisdictional clauses that may exist in the client's documents preventing the application of this clause.
Appendix 1 - Special case: remote interpretation
This appendix to the general terms and conditions of service delivery determines the contractual conditions applicable to the delivery of remote interpreting services.
Remote interpreting is the intellectual work of simultaneous or consecutive conference interpreting in a setting where the interpreter(s) is (are) not physically in the same location as some or all of the participants in a meeting or conference.
3. Duration of the service
Due to the cognitive overload involved in remote interpreting, remote interpreting can only be used for short assignments. The duration is determined by the parties.
4. Fees and working hours
Remote interpreting requires the same preparation and availability as a conventional assignment. Therefore, the flat-rate remuneration conditions mentioned in point 5 of the GTCS (working hours) shall apply to remote interpreting services. Due to the cognitive overload that remote interpreting involves, the cost of the service is increased. The percentage increase is mentioned in the quotation.
5. Rights and obligations of the parties
a) Rights and obligations of the Service Provider
The Service Provider reserves the right to interrupt the session if the conditions are deemed too unfavorable to guarantee quality interpretation.
b) Rights and obligations of the Client
The Client agrees to comply with the instructions given by the Service Provider and, if applicable, the technician, in particular concerning the discipline of the participants. The Client agrees to inform the Service Provider upon the signature of the contract of the methods he/she wishes to use for the remote interpretation (including, if applicable, the platform to be used).
6. Payment terms
The practical terms of the service may be negotiated between the Service Provider and the Client. Any change in the terms and conditions must be communicated to the Service Provider as soon as possible and be agreed between the Service Provider and the Client. In the event of failure to do so, the Service Provider reserves the right to cancel her participation in the assignment without incurring any liability. The Client and the Service Provider shall agree on the best way to test the remote interpretation for each assignment in advance, under conditions that resemble as closely as possible the real conditions of practice.
The Service Provider shall not be held liable for the delivery of remote interpreting services - in the event of technical or connection failure, - in the event of failure to respect confidentiality with regard to information or data passing through during the connection.
8. Recording of the service
The recording of the service is forbidden, except by express agreement between the parties. In this case, any recording will result in an increase in the fees, in application of point 8 of the general terms and conditions of service delivery.
9. Settlement of disputes
Any dispute concerning the application or interpretation of the conditions of this appendix will be subject to the application of point 10 of the general terms and conditions of service delivery.