Translation – Post-editing – Proofreading - Revision

These General Terms of Sale govern the relationship between Elsa Barré, EI, SIRET 889 540 324 00031 (the “Service Provider”) and any natural or legal person wishing to benefit from the “Service Provider’s services” (the “Client”).

1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SERVICE - ENFORCEABILITY

All orders placed imply the client’s full and unreserved acceptance of these general terms and conditions of service 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. 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 general terms and conditions of service 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.

2. QUOTES AND ORDERS

Each order placed by the Client is generally 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 e-mail shall include:

• The number of words or pages to be translated;

• The language pair ;

• The way in which the translation 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 the Statistics function in Microsoft Word software (or any other mutually-agreed upon tool), per line or per page;

• The time of delivery of the translation service;

• The format of the translated documents in case a specific layout has been requested;

• Any special rates applied because of urgency, specific terminological 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 to the Service Provider by e-mail stating “Accepted” and signing it. If the Service Provider does not receive the order confirmation, the Service Provider reserves the right not to commence work on the project concerned.

If confirmation of the order is not received within one (1) month of the date the quote is sent by the means stipulated above, the quote shall be considered null and void.

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:

1. Modification or addition of documents by the Client after the initial quote was prepared by the Service Provider, in which case the Service Provider reserves the right to adjust the rate based on the additional volume of work estimated or requested;

2. If the documents were not furnished during the quote preparation process;

3. If the initial quote was based on the Client’s estimation of the number of words and an excerpt of the text.

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 work.

Unless otherwise stated on the quote, costs incurred during the provision of services (travel, express mail, etc.) shall be borne by the Client.

Any decisions to offer a discount, reduction, or sliding fee scale based on a percentage or a fixed price (per page, per line or per hour) are at the sole discretion of the Service Provider, and only for the service to which they apply.

Any discounts or rebates offered to the Client shall not create a right vested in interest concerning future services.

If the Service Provider has not sent a quote to the Client in advance, orders shall be placed by simple exchange of e-mails and translation services shall be invoiced in accordance with the basic rate usually applied by the Service Provider or any rate agreed between the Service Provider and the Client in the exchange of e-mails. If the Client agrees to the deadline communicated by the Service Provider, this shall constitute an order.

3. PROOF

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

4. DEPOSITS

Any order exceeding seven hundred (700) euros excluding VAT may be subject to a deposit, the amount of which shall be clearly stipulated in the quote. Work shall begin only once the deposit has been received.

5. DELIVERY TIME

Any delivery time agreed between the Service Provider and the Client shall become binding only once the Service Provider has received all the documents to be translated and if the Client has confirmed the order as specified in Article 3 above within 3 (three) working days from the date of reception of the quote. After that time, the delivery date may be revised according to the Service Provider’s workload.

6. THE SERVICE PROVIDER’S OBLIGATIONS

The Service Provider agrees to provide a translation that is as faithful as possible to the original and that complies with professional standards. The Service Provider shall do everything possible to take into account and include in the translation information provided by the Client (glossaries, drawings, diagrams, abbreviations, etc.). The Service Provider shall not be held liable for any inconsistency or ambiguity in the original text, the verification of the final text’s technical coherence remaining the Client’s sole responsibility.

7. 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 five (5) 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 service. Once this period has expired, the service shall be considered duly completed and no claims may be made.

The client agrees to consider e-mail receipts as proof of delivery.

8. CONFIDENTIALITY

The Service Provider agrees to preserve the confidentiality of information the Service Provider becomes aware of before, during, and after providing services. 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 via 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 transfer the Client would like the Service Provider to use to ensure the confidentiality of any sensitive information.

9. FORMAT

Translations are delivered by e-mail in the original format. On request, translations may be delivered by regular mail. Any other means of delivery or formats must be expressly agreed to by the parties and may be subject to additional billing.

10. LIABILITY

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

Under no circumstances shall the Service Provider be held liable for claims based on stylistic nuances or modifications made to the deliverables of the Service without the written authorization of the Service Provider.

It is expressly agreed that delivery deadlines are provided for information only and that missed deadlines shall not be considered grounds for penalties. The Service Provider shall not be held liable for direct or indirect harm to the Client or to third parties resulting from late delivery due to force majeure or to a possible delivery problem.

11. 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.

If the translation is 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.

12. TERMS OF PAYMENT

The Service will be invoiced electronically in PDF format. The Client accepts the electronic invoice in lieu of the original invoice. Unless otherwise mentioned on the quote, payment in full to the Service Provider shall be made no later than thirty (30) days from the date of issue of the invoice.

In the case of payments by bank transfer from abroad, all forex and bank charges shall be subject either to a flat-rate surcharge specified on the quote or to a full charge to the Client.

No discount for early payment shall be granted to the Client.

Translations remain the property of the Service Provider until payment has been received in full.

It should be noted that in the case of professional clients only, in the event of late payments, orders in progress shall be unilaterally suspended until full payment is received and the Client shall be liable, without the need for prior formal notice, in accordance with Article L. 441-6 of the French Commercial Code, for late payment interest set at fourteen point fifty percent (14.50%) per month from the first day following the payment deadline, applied to the total amount of the invoice in question, exclusive of tax, to which will be added a flat-rate indemnity for collection costs of forty (40) euros.

The Service Provider shall not accept any new order from the Client until full payment is received.

13. COPYRIGHT

Before undertaking to have a document translated, the Client must ensure that this does not infringe on any third-party rights. Therefore, the Client must be the author of the original document or have obtained written permission to have the document translated 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 the 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 copy or publication of its service, in compliance with the French Intellectual Property Code (Article L.132-11).

14. CANCELLATION

If work that is commissioned is subsequently cancelled after work has commenced, for whatever reason and notified in writing by the Client to the Service Provider, the Client shall pay the Service Provider the full contract sum for the work completed and half, fifty percent (50%) for the uncompleted work.

15. PROTECTION OF PERSONAL DATA

Within the framework of the Service, the Service Provider collects personal date concerning the Client (title, surname, first name, company name, postal address, telephone number, e-mail 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 responsible for data processing and protection is Elsa Barré – contact@nativewordsbyelsa.fr. 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 performance 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 e-mail address mentioned above, enclosing valid proof of his/her identity.

For further information and in the event of a complaint, the Client 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 Service 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).

16. 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.

The parties agree to do everything within their power to ensure that arbitration is successful. They agree to operate in good faith. They also agree not to take legal action in the four (4) months following the dispute. The parties agree that any attempt to resolve the matter through other channels during this period may result in the incapacity to resolve the matter amicably and shall justify the payment to the other party of one thousand five hundred (1,500) euros.

17. APPLICABLE LAW AND JURISDICTION

The Parties expressly agree that these General Terms and Conditions of Service and the buying and selling transactions arising from them shall be governed by the laws of France. In the absence of an amicable settlement in accordance with article 15 above, the parties grant exclusive jurisdiction to the French commercial courts to settle any dispute relating to the Service and the present general terms and conditions.

These General Terms and Conditions of Service are drafted in French. If they are translated into one or more other languages, only the French text shall be the authentic text in the event of a dispute.

February 2025 version

GENERAL TERMS AND CONDITIONS OF SERVICE