General Terms of Sale

These General Conditions are written in the French language in their original version which alone is authentic, taking precedence over any other version translated into a foreign language.

The present general conditions of service are intended to govern the contractual relations between :

Claire Eguibeguy, a sole trader operating under the business name “Naya Translations”, domiciled at 7 rue babin 33000 Bordeaux (France) and holder of the SIREN number: 845 219 336, hereinafter referred to as “the Provider”,

and, on the other hand, any company, organisation or individual wishing to use its translation services, hereinafter “the Client”.

1. PURPOSE

The purpose of these general terms and conditions of service is to sell translation services, including translation, proofreading and revision of texts and content, hereinafter referred to as “the Service”.

2. 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.

No particular condition can, except formal and written exception appearing on the quote become firm and definitive, prevail against the general conditions of service provision.

The execution of any service by the Service Provider implies the Client accepts these Terms of Sale and waives his own general terms and conditions. Any other disposition, in the absence of manifest consent, will be ineffective against the Service Provider, regardless of the time at which he/she may have been made aware of it.

Any condition to the contrary shall not be binding to the Service Provider unless expressly accepted by the Service Provider in writing, regardless of when the Service Provider becomes aware of the condition. That the Service Provider does not exercise one or more of the provisions in these Terms of Sale shall not be interpreted as a waiver of the Service Provider’s right to exercise any of the provisions in these Terms of Sale at a later date.

3. QUOTES AND ORDERS

Each order placed by the Client shall be preceded by a free quote issued by the Service Provider based on the documents to be translated or information provided by the Client.

The quote the Service Provider sends to the Client by regular mail, electronic mail or regular mail, shall include:

• Source content or number of words to be translated;

• The language pair;

• The way in which the Service was priced. A translation is billed either at a flat rate, at an hourly rate, or based on the Service Provider’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 to the Statistics function in Microsoft Word or Computer Aided Translation (CAT) software by line or by page.

• The completion date or delivery date of the Service;

• The format of the documents to be delivered 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 the Service Provider.

To confirm an order, the Client must return the unaltered quote with the Client’s written approval and signature to the Service Provider by regular mail if the quote was sent to the Client by regular mail. If the Client received the quote by electronic mail, the Client may confirm the order by expressing this clear acceptance by return electronic mail. If the Service Provider does not receive the order confirmation, the Service Provider reserves the right not to commence work on the project concerned.

The delivery date will be confirmed by e-mail after receipt of the order form. In the absence of confirmation of the order in the manner defined above within the period of validity indicated on the quotation or, failing this, within one (1) month from the date of dispatch, the quotation shall be deemed to have lapsed.

The Service Provider 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:

• The Client modifies or adds texts to be translated, proofread or edited after the quotation has been issued by the Service Provider, in which case the Service Provider reserves the right to adjust the rate according to the volume of text or the additional time required;

• The absence of all or part of the source when the quotation was drawn up. If the quotation had to be made on the basis of the approximate word count and an extract of the content;

• The absence of clear instructions from the Client specifying the framework of the revision project and its objectives for the quotation.

In the absence of the Client’s express acceptance of the new delivery and/or invoicing conditions, the Service Provider reserves the right not to commence the Service.

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 application of degressive rates, according to a percentage or a fixed price (per page, line or hour) remains at the sole discretion of the Service Provider and this, only for the Service which is the subject of it. 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 the Service Provider.

In the event that a quote is not sent to the Client by the Service Provider, orders are placed by simply exchanging e-mails and the Services are invoiced in accordance with the base rate usually applied by the Service Provider or any other rate agreed between the Service Provider and the Customer in the e-mail exchange. Any validation by the Client of the deadline communicated by the Service Provider shall constitute an order.

4. PROOF

The Client agrees to consider e-mails, copies, and computer files as equivalent to the original and valid proof that the order was confirmed.

5. DEPOSITS

Any order exceeding Euro thousand (1,000.00) 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.

6. DEADLINE FOR COMPLETION

Subject to the Service Provider’s receipt of all the documents to be provided, the time period mentioned in the quotation shall only apply if the Client confirms the order before the expiration of the validity period of the quotation, in accordance with the terms and conditions set forth in Article 3 above.

The delivery date, confirmed by e-mail after receipt of the order form, is set according to the Service Provider’s workload.

7. THE SERVICE PROVIDER’S OBLIGATION

The Service Provider agrees to provide the service in accordance with the Client’s instructions and that complies with professional standards. She shall do everything possible to take into account and include in the translation information provided by the Client (glossaries, visuals, abbreviations, etc.). The Service Provider 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.

8. THE CLIENT’S OBLIGATIONS

The Client shall provide the Service Provider 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 the Service Provider, the Service Provider shall not be held liable if the translation does not conform to the Client’s standards or if delivery is late.

The client has ten (10) working days from the time the translated documents are received to inform the Service Provider 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 or electronic mail receipts as proof of delivery.

9. CONFIDENTIALITY

The Service Provider agrees to preserve the confidentiality of information the Service Provider becomes aware of before, during, and after providing the Service. Original documents shall be returned to the Client upon written request.

The Service Provider 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 the Service Provider before the provision of services or at the time the order is placed of the means of transmission the Client would like the Service Provider to use to ensure the confidentiality of any sensitive information.

10. PROTECTION OF PERSONAL DATA

Within the framework of the Service, the Provider collects personal data concerning the Client (title, surname, first name, company name, postal address, telephone number, email address). This data is used to send the Client quotes, invoices and information required for the Service and promotional messages about the Service Provider’s services.

The data collected is subject to computer processing by the Service Provider and is kept in a secure manner for the purpose of carrying out the Service, which is the subject of these general terms and conditions, and in accordance with legal and regulatory obligations.

The person in charge of data processing and protection is Claire Eguibeguy – 7 rue Babin 33000 Bordeaux – claire@nayatranslations.com. Access to personal data will be strictly limited to her.

The information collected may be communicated to a third party linked to the Provider’s company by contract for the execution of subcontracted tasks (hereinafter, “the Subcontractor”).

The Subcontractor is obliged to comply with these terms and conditions. It is the Provider’s responsibility to ensure that the Subcontractor provides the same sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the European Data Protection Regulation.

In the event of a data breach, the Service Provider shall inform the Client as soon as possible and, within 72 hours of becoming aware of it, shall notify the National Commission for Information Technology and Civil Liberties (CNIL) of the breach.

In accordance with Law No. 78-17 of 6 January 1978 relating to data processing, files and freedoms, as amended by Law No. 2004-801 of 6 August 2004, and by European Regulation No. 2016/679/EU, the Client has a right of access, rectification, deletion and portability of data concerning him/her, as well as the right to object to the processing for a legitimate reason, rights that he/she may exercise by contacting the data controller at the postal or email address mentioned above, enclosing valid proof of his/her identity.

For further information and in the event of a complaint, the Customer may contact the French National Commission for Information Technology and Civil Liberties (www.cnil.fr).

Personal data is kept for five years after the end of the current year. If at the end of this period no business relationship is established, it will be deleted from the Provider’s servers.

However, once the Customer has placed an order, and even in the event of a request for deletion of the account, the Service Provider is obliged to keep the personal data appearing on invoices and order forms for ten (10) years from their date of issue (Article L-123-22 of the French Commercial Code).

11. FORMAT

The deliverables of the Service are sent to the Client by e-mail in the format specified in the quotation, or failing that, from the source. On request, delivery can be made by post. Any other means of delivery or formats must be expressly agreed to by the parties and may result in additional fees.

12. RESPONSIBILITY

The liability of the Service Provider on any grounds whatsoever shall be limited to the invoiced value of the Service.

Under no circumstances shall the Service Provider be held liable for claims related to nuances of style or modifications made to the deliverables of the Service without its written authorisation..

It is expressly agreed that delivery deadlines are provided for information, their non-compliance cannot, in principle, lead to penalties for delay. The Service Provider 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 a possible delivery problem.

13. CORRECTIONS AND PROOFREADING

In the event of disagreements about certain aspects of the Service, the Service Provider reserves the right to correct these aspects in cooperation with the Client.

When the deliverables of the Service are to be published, the Service Provider shall receive the printer’s proofs to proofread them before the document goes to print.

Unless otherwise specified in writing, all corrections will result in additional charges to be billed at the prevailing hourly rate.

14. PAYMENT

Unless otherwise specified, the entire invoice for the Service must be paid within thirty (30) days net from the date of issue.

In the event of payment by cheque or bank transfer from abroad, all exchange or bank charges are to be borne by the Client and may therefore give rise either to a flat-rate surcharge specified on the quotation, or to a full rebilling to the Client.

No discount is granted for early payment.

The deliverables of the Service remain the property of the Service Provider until full payment is received.

As these Terms and Conditions of Service are an agreement between the Service Provider and the Client, payment for the Service shall not be subject to verification, approval or payment by any other party.

It should be noted that in the event of late payment, orders in progress will be automatically suspended until full payment is made and the Client will be liable, without prior notice, for late payment interest set at ten percent (10%) per month from the first day following the payment deadline and applied to the total amount of the invoice in question, excluding tax, in addition to which, in accordance with Article D.441-10 of the French Commercial Code, a fixed indemnity for collection costs of forty (40) euros shall be added.

The Service Provider shall not accept any new order from the Client until it has received full payment of the amounts due.

15. COPYRIGHT

Before submitting a document for translation, proofreading or revision to the Service Provider, the Client must ensure that this does not infringe on any third-party rights. He/she must therefore be the author of the original document or have obtained prior written permission from the copyright holder of the document.

If these conditions have not been ensured by the Client, under no circumstances shall the Service Provider 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 a translation is a new document, whose copyright is held jointly by the author of the original document and the Service Provider. As a result, for literary or artistic translation, and without harm to the Service Provider’s rights to the work, the Service Provider reserves the right to require that the Service Provider’s name be mentioned on any copies or any publication of the deliverables of the Service, in compliance with France’s Intellectual Property Code (paragraph L.132-11).

16. CANCELLATION

Cancellation of an order in progress, for whatever reason, must be notified to the Contractor in writing. The Client shall be invoiced for the work already performed at the rate of one hundred percent (100%) and for the work remaining to be performed at the rate of fifty percent (50%).

17. COMPLAINTS AND DISPUTES

In the event of a complaint or dispute of any nature whatsoever, the Service Provider 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, the parties jointly refer the matter to the Société Française des Traducteurs (SFT) Arbitration Committee by registered letter with return receipt to each party. The parties agree to allow the Commission to attempt to arbitrate using the means it deems appropriate. They undertake to do their utmost to ensure that this conciliation has every chance of success and to show all necessary 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 one thousand five hundred (1,500).

18. APPLICABLE LAW AND JURISDICTION

The present 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 17 above, the parties grant exclusive jurisdiction to the French commercial courts to settle any dispute relating to the Service and these general conditions.