Version: 6/6/23

ARTICLE 1: DEFINITIONS

The following definitions shall apply in these General Terms and Conditions of Service (hereinafter: « GTCS »):

Service Provider: Simon THÉPAUT, sole proprietor (SIRET 942 722 489 00013), residing at 1 Rue François Tanguy-Prigent 35000 RENNES, France.

Client: the legal entity or individual with whom the Service Provider enters into an agreement for the provision of the Services.

Service(s)/ Provision(s): translation, proofreading, editing, post-editing, drafting, terminology and translation memory management work, layout, project management, advising, subtitling and transcription of audio and video files offered by the Service Provider to the Client under an agreement entered into between the Service Provider and the Client.

Agreement: the agreement between the Service Provider and the Client, the purpose of which is the provision of Services by the Provider in consideration for the payment of a price by the Client.

ARTICLE 2: SCOPE

The purpose of these GTCS is to define the conditions under which the Service Provider provides the Services to the Client who requests them by e-mail, via the website subtlanguages.com or other online platforms used by the Service Provider via a designated profile.

The Client declares that he/she has read and accepted these GTCS before the implementation of the ordering procedure. He also acknowledges that he/she has the required capacity to Agreement and acquire the Services offered by the Service Provider.

These GTCS shall apply in their entirety and without any restriction or reservation, to all Services rendered by the Service Provider to the Client, notwithstanding any clauses that may appear in Client’s documents, including the Client’s general terms and conditions of purchase, which shall be unenforceable against the Service Provider, even if the latter is aware thereof.

In the event of the invalidity of one or more provisions of these GTCS, the other disposals shall remain applicable. It is furthermore stated that these GTCS may be subject to subsequent amendments. In this case, the Service Provider shall inform the Client in writing at least one month before the amendment takes effect. Unless the Client objects in writing within two weeks of the date of issuance of the written notification, the Client tacitly accepts the modification.

ARTICLE 3: ORDERS AND CONCLUSION OF THE AGREEMENT

Each Client order is generally preceded by a free quote, drawn up by the Service Provider, on the basis of the documents provided for processing or the information communicated by the Client.

The quote sent by the Service Provider to the Client, by post or e-mail, also specifies:

• The volume to be processed (number of words or minutes of an audio or video track);
• The language of the processed and delivered documents;
• The terms for determining the price of the Service. This latter is charged either on a flat rate basis, or according to the time spent, or even on the basis of the Service Provider’s rate applicable on the date of the quote, in particular according to the number of source words (i.e. according to the number of words included in the text to be translated) or according to the number of target words (i.e. according to the number of words included in the translated text), as per the word count proposed by Microsoft Word or any other mutually agreed tool;
• The Service delivery time;
• The format of the delivered documents;
• Potential price increases applied, in particular due to the level of urgency, specific researches or any other request outside of the usual services provided by the Service Provider.

To definitively confirm the order, the Client must return an order form to the Service Provider or the quote without any modification, either by post with the signature “agreed and signed”, or by e-mail with the expression of his consent if the quote has been sent by e-mail. In the event of failure to receive acceptance of the quote, the Service Provider reserves the right not to initiate the service.

If the Client fails to confirm its order in accordance with the terms and conditions set out above within the period indicated on the quote or, failing that, within 30 (thirty) days from the date of the issuance of the quote, such quote shall be declared null and void. If the quote is not confirmed by the Client within 24 (twenty-four) hours from the date of its issuance by the Service Provider, it may require a time-frame adjustment for the performance of the Service, without the Service Provider being liable to pay any compensation for the modification of the timeframe.

The Service Provider reserves the possibility, after having informed the Client, to increase the prices of the services and/or not to respect the delivery date mentioned on the Client’s initial order confirmation, in particular in the following cases:

• The modification or addition of supplementary documents by the Client after the quote has been made by the Service Provider. In this case, the Service Provider reserves the right to draw up a new quote or to adjust the price according to the additional volume of text to be processed acknowledged or requested;
• The absence of documents upon the establishment of the quote (if the quote had to be established upon the communication of the approximate volume and an extract of the content to be processed).

In the event whereby the Client does not expressly agree to these new delivery and/or invoicing conditions, the Service Provider reserves the right not to initiate the services.

Any decision to grant a discount, to reduce or to apply digressive rates, based on a percentage or a fixed price (for example, per page, per hour), remains at the sole discretion of the Service Provider, and only for the service which is the subject thereof. Any discounts or rebates granted to the Client shall by no means create an acquired right for subsequent services.

If the Service Provider has not sent the Client a quote in advance, orders shall be placed by an exchange of e-mails and translation services shall be invoiced in accordance with the basic rate usually applied by the Service Provider or any other rate agreed between the Service Provider and the Client in such email exchange.

Any validation by the Client of the deadline communicated by the Service Provider shall constitute an order.

For the purposes of proving the existence of this acceptance of a quote, the client agrees to consider as equivalent to the original and as absolute proof, the e-mail, the copy and the computer support.

ARTICLE 4: RATES AND ADVANCES

The Services are provided at the Service Provider’s rates in force on the date of placing the order, according to the quote previously drawn up by the Service Provider and accepted by the Client in accordance with the conditions provided in Article 3 of these GTCS. Prices are expressed in Euros (EUR) or in other currencies as agreed with the Client and clearly indicate the appropriate V.A.T. rate. An invoice shall be issued by the Service Provider and handed over to the Client upon the delivery of the ordered Services. The Service Provider reserves the right to change the agreed prices at any time, prior the conclusion of the Agreement.

Any order for which the amount exclusive of taxes exceeds 1,000 (one thousand) Euros or the equivalent in other agreed currencies may be subject to a request for an advance, the percentage of which is specified in the quote. In this case, the performance of the services shall not start until the advance has been received. The advance requested from the Client shall in no case be qualified as a deposit within the meaning of Article 158 of the Code of Obligations.

The agreed prices can also be modified at any time during the performance of the Agreement if the Client modifies his order. Until the Agreement is fully performed, the Service Provider is entitled to increase the agreed prices.

ARTICLE 5: CONDITIONS FOR REFUNDING THE ADVANCE PAID UPON ORDER CONFIRMATION

Any order confirmed by the Client under the forms and conditions expressly stipulated in Article 3 of these GTCS shall give rise to full payment for the Services under the conditions stipulated in Article 4 of these GTCS, without the Client being able to retract his order or cancel it and demand in particular the refunding for the advance paid at the time of the order confirmation.

In the event whereby, upon confirmation of the order by the Client under the forms and conditions expressly stipulated in Article 3 of these GTCS, the Service Provider is no longer able to provide the Services in accordance with the quote communicated and accepted by the Client, the following shall apply:

• firstly, a new quote shall be proposed to the Client, which the latter is free to accept or reject;
• secondly, and only if the Client refuses the new quote, the Client’s deposit will be immediately refunded, without the Client being able to claim any additional damages or indemnities.

ARTICLE 6: CONDITIONS OF PAYMENT FOR SERVICES

In accordance with Articles 3 and 4 of these GTCS, the price of Services is based on a quote. Unless special conditions are specified in the quote, invoices are net, without discount and are payable within 30 (thirty) days net as from the date of issuance of the invoice.

In the event of late payment, late payment interest of 5% and reminder costs of EUR 20 per reminder shall be charged. If the recovery costs incurred exceed the amount of this fixed compensation, the Service Provider shall be entitled to request additional compensation upon justification.

ARTICLE 7: PERFORMANCE OF THE AGREEMENT

All orders are accepted and exclusively performed by the Service Provider. After the conclusion of the Agreement, the Service Provider shall perform the works in accordance with the specifications agreed with the Client under the Agreement.

The Client is obliged to do everything reasonably necessary and desirable to enable the Agreement to be performed correctly and punctually. This also includes complying with the Service Provider’s requests for the provision of additional information for the proper performance of the Agreement. The Client undertakes to provide the Service Provider, prior the performance of the Agreement, with all the texts to be translated and all technical information required for their understanding and, where applicable, with the specific terminology required. If the Client fails to inform the Service Provider, the latter shall not be held liable for any non-conformity or for exceeding the deadline.

The Service Provider accepts no liability for any inconsistency or ambiguity in the original text, and the Client shall be solely responsible for the verification of the technical consistency of the final text.

The Service Provider is authorised, for the purposes of a proper performance of the Agreement, to have recourse to the participation of other professionals.

The documents for the Service are delivered by e-mail or via an electronic platform in a format agreed with the client. Any other means of transfer or format must be expressly agreed between the parties and may be subject to an additional charge.

ARTICLE 8: AMENDMENTS TO THE AGREEMENT AND ADDITIONAL WORKS REQUIRED BY THE CLIENT

The supplementary agreements or subsequent modifications and the verbal concessions made by the Service Provider shall only be binding on the latter if they are confirmed in writing by the Service Provider by e-mail or by post. Any modifications to the order by the Client shall only be taken into account by the Service Provider to the extent of its possibilities. If the Service Provider accepts the the modifications requested by the Client, this will result in a new quote and a price adjustment. In such a case, the Client shall be bound by the adjusted price. It is expressly stated that, depending on the state of progression of the works or if it is impossible to comply with the Client’s requests for modifications after the conclusion of the Agreement, the Service Provider may thereby decide not to proceed with the modifications requested by the Client.

In such case, the Service Provider shall be entitled to terminate the Agreement, without being liable to the Client for damages or any compensation.

In such a case, the advance paid by Client shall be retained by the Service Provider, who may also invoice the Client for an amount pro rata to the number of words already translated.

In the event of cancellation of an order in progress, for any reason, by written notice to the Service Provider, the Client shall be charged 100% (one hundred percent) for the work already performed and 50% (fifty percent) for the work outstanding.

ARTICLE 9: TERMS OF SERVICES PROVIDED ON SITE

Costs related to the performance of the Services

Unless otherwise agreed, all costs incurred for displacement to the site for the Service shall be paid by the Client and shall be charged at cost price (air, train, taxi, accommodation, meals and others). The Client undertakes to pay such costs upon receipt of the proof of payment.

If it is impossible to perform the Service on site due to a force majeure event or due to failures attributable to the Client, the travel expenses and fees of the Service Provider shall be paid in full by the Client.

Client insurance for risks related to the performance of the Services

The Client declares to be insured for the risks related to the performance of the Services.

This insurance must, in particular, cover, for the benefit of the Service Provider, the risks of accident at the place where the mission is carried out and throughout the duration thereof, any damages to his physical integrity, civil liability, etc.

ARTICLE 10: LIABILITY OF THE SERVICE PROVIDER – TERMS OF COMPLAINT

The Service Provider undertakes to provide Services that meet a quality standard.

Any complaint on the quality of the Services shall be notified by registered letter with acknowledgment of receipt within 5 (five) working days as from the date of the Service delivery.

The Service Provider undertakes to process each complaint within a maximum of 30 (thirty) days. The Client’s letter of complaint must be well-founded and genuine and verifiable elements must be produced in support thereof.

Under no circumstances shall the Service Provider be held liable for complaints due to nuances of expression. In the event of disagreement on certain points of the Service, the Service Provider reserves the right to readjust the Service in cooperation with the Client. Unless otherwise agreed in writing, any correction or proofreading shall be invoiced additionally on the basis of the current hourly rate.

No complaint may be the subject of a refusal to pay for the Services and no compensation may be claimed from the Service Provider.

The liability of the Service Provider is strictly limited to the Services provided. As a result, the amount of liability of the Service Provider is limited to the amount of the invoice concerned.

Delivery times are given as an indication only, and failure to comply therewith shall not, in principle, result in penalties for delay. In any event, the Service Provider shall not be liable for any direct or indirect damages caused to the Client or to third parties as a result of a delay in delivery due to a force majeure event, or to a possible delivery problem.

ARTICLE 11: FORCE MAJEURE

The Service Provider shall not be liable for any inability to perform any of the services accepted by him due to a force majeure event.

The following events shall be considered as a force majeure, without this list being exhaustive:

• Power failure and/or interruption of the internet network between the Client and the Service Provider, regardless of the cause;
• Impossibility of use of the equipment necessary for the performance of the Service;
• Problems related to transport during the service on site;
• Unexpected illness of the Service Provider justified by a medical certificate issued by a doctor before or during the performance of Services;
• Public health situation related to Covid or to similar contaminations.

ARTICLE 12: INTELLECTUAL PROPERTY

The Client grants to the Service Provider the rights required for the processing of the documents and the performance of the Agreement. The Client guarantees that he has such rights. Otherwise, the Service Provider shall not be liable if all or part of the documents provided by the Client infringe the intellectual property right or any other right of a third party or any applicable regulation. In such a case, the Client shall be solely liable for any damages and financial consequences resulting from his own negligence.

According to his copyrights generated by the translation, the Service Provider grants the Client the right to use the translation for the purpose identified by the Client at the time of concluding the Agreement. Any other use requires his consent which he shall not refuse if the use respects the author’s moral right and if he is properly remunerated.

When it is customary practice for this type of text, the Client shall duly mention the Service Provider’s name if the translation is published. The Client may readjust the translation. However, if the revision is not more substantial, the Client must inform the Service Provider, who shall have the right to waive the mention of his name.

The Service Provider shall be entitled to use the source and target texts as well as the documentation provided by the Client as working aids to create glossaries, word lists or text blocks for translation memories and/or to communicate them to third parties.

ARTICLE 13: CONFIDENTIALITY

The Service Provider undertakes to keep confidential all the documents provided to him as well as the content of the discussions held during the performance of the Services. The Service Provider undertakes to obtain the same commitment from third parties who may have participated in the Service.

The Service Provider shall not be held liable due to the interception or misappropriation of information during the transfer of data, including by Internet. Consequently, it is the Client’s responsibility to inform, prior or at the time of the order, the Service Provider of the means of transfer that he intends to implement in order to guarantee the confidentiality of any sensitive information.

ARTICLE 14: PERSONAL DATA

The Service Provider collects and stores the personal data communicated by its Clients in a secure manner using computer and material security measures. The data are kept in files accessible only by the Service Provider and the providers mandated by the Service Provider.

By contacting the Service Provider, even for a simple request for Services, Clients and visitors to the website subtlanguages.com and other platforms used by the Service Provider agree that their email address, first and last name, and information related to the requested Services may be recorded by the Service Provider. This data is exclusively used to send the quote, for information and updates related to the order. It may be communicated to third parties for the performance of the Agreement. It is never communicated to third party for advertising purposes.

Data subjects have, at any moment, the possibility to unsubscribe or to have their data deleted or rectified at the following address: contact@subtlanguages.com.

The Service Provider shall inform the data subjects of any security breach and of the measures taken to resolve such breach within the 30 (thirty) days of its occurrence.

Data is kept for five (5) years plus the current year. If at the end of this period no business relationship is recorded, this will be deleted from the servers.

Data is kept in a data centre located in Switzerland or a member country of the European Union in compliance with the regulation related to the personal data protection.

ARTICLE 15: DISPUTES

The parties are encouraged to amicably settle any disputes arising from the Agreement.

These GTCS and the transactions arising therefrom are governed by and subject to French law. The exclusive place of jurisdiction is that of the location of the Service Provider’s domicile.

These GTCS are written in the French language. Only the French text shall prevail in case of dispute.