General terms and conditions of services

1. DEFINITIONS

The following definitions apply within the framework of these General Terms and Conditions (T & C’s):

EB Services: Mr. Eric Bodo registered in the Trade and Companies Register of Nancy under number 89904339200013, having its Head Office at 24 rue du grand verger 54000 Nancy.

Customer: the legal entity acting in the exercise of a profession or a company or the individual answering the legal qualification of Consumer, under the terms of LOI HAMON dated March 17, 2014, with which EB Services concludes a contract having for object the supply from work of translation and/or transcriptions from audio files or business consulting services.

Service(s) / Benefit(s): translation work and/or transcription of audio files or business consulting services offered by EB Services to the Client within the framework of an offer or a contract concluded between EB Services and the Client.

Contract: the contract concluded between EB Services and the Customer whose object is the supply, by EB Services, of work of translation and/or transcriptions of audio files in return of a price to be paid by the Customer.

2. Scope 

These T & C’s apply to all translation, transcription or business consulting services provided by EB Services. Any divergent or contrary Customer’s T & Cs are not recognized if EB Services has not expressly accepted them in writing.

The T&Cs also apply without further reference to their validity to all future activities between EB Services and the Client, even if the services are performed with full knowledge of the Client’s divergent or contrary conditions.

In the event of the invalidity of one or more provisions of these T&Cs, the other provisions shall remain applicable. It is further indicated that these T&Cs may be subject to subsequent modifications. In this case, EB Services will inform the Customer in writing, at least one month before the change takes effect. Unless the Customer raises an objection within two weeks of the date of dispatch of the written notification, the Customer is deemed to have tacitly accepted the modification.

3. Pricing

The Services are provided at the mentioned price list given by EB Services. These rates are firm and non-revisable during their validy period, as defined in the said price list.

The sold Services prices are those in force at the date of the order placement. They are given in euros and are calculated exclusive of taxes. Consequently, they will be increased by the VAT rate at the day of the order.

The rates only for the work carried out under ordinary conditions. They are purely indicative.

In the event of difficulties resulting from the poor drafting of the original text, handwritten text, isolated passages, discontinuous text, words without context, tables, summaries, bill of materials, spare part lists, picture captions, plans and drawings, translation from tapes magnetic strips, a special 20 to 100% increased fee will be included in the estimate.

In the event of very short deadlines imposed by the Customer, an increased emergency short term rate will be applied and provided in the proposal.

The scope of services is derived from the respective order confirmation and the specification/price list provided, if applicable. Any modification of the scope of services must also be accepted by EB Services.

To provide its services, EB Services does not use subcontractors or freelance translators but gives itself the right to do so without restriction if necessary. EB Services remains however the exclusive contractual partner of the Client.

EB Services processes all the Customer information as strictly confidential and also compels, if necessary, its subcontractors and freelance translators in the respect of this confidentiality.

Proposals made by EB Services, both orally and in writing, are nonbinding.  Offers include, in particular, annexes, such as price lists and other information relating to the Services offered by EB Services and made known to the Customer in writing or orally.

The conditions for determining the cost of services for which the price cannot be known with accuracy, as well as the method to calculate the price enabling the latter to be verified, will be communicated to the Customer or will be the subject of a detailed proposal, at the Customer’s request, in accordance with the provisions of Article L 441-1, III of the Commercial Code.

EB Services grants itself the right to modify its prices at any time. However, EB Services undertakes to invoice the Services at the prices indicated at the time of signature of the quotation agreement.

The quote is valid for 30 calendar days, unless otherwise specified on the quote.

The Customer selects the Services he wishes to order. The choice and purchase of a service is the Client sole responsibility. It is therefore up to the Customer to verify the accuracy of the order before sending it in writing to EB Services by email or post.

The translation of documents or other services can only begin after receipt of a purchase order form or signed proposal.

An invoice is issued by EB Services for each translation service provided and delivered to the Client by e-mail or post.

4. CUSTOMER’S COMMITMENTt

The Customer provides the texts, printed or typed, in paper or digital form. The Customer undertakes to provide EB Services with all the texts to be translated and all the technical information necessary for the understanding of the text and, where applicable, the specific terminology required. In the event of failure of the Customer to his obligation to inform EB Services, this one could not be held responsible for possible nonconformities or a going beyond of the deadlines.

The Client undertakes to provide the texts to be translated or any necessary documentation or any other detail or document necessary for the performance of the service(s) in due time and in their final form. He also undertakes to answer technical questions asked by EB Services.

The Client shall check on the agreed or notified date of performance whether the service has been received and, if this is not the case, shall inform EB Services immediately. The Customer assumes the risk of transmission, insofar as the difficulty of transmission is not within the control of EB Services. EB Services is not responsible for any delay or non-receipt resulting from a general risk of the transmission channel or reception difficulties within the control of the Client.

A return of transmitted text models is at the Customer’s risk and is only carried out at his request. If EB Services does not return them, they are retained for its own benefit and for evidential purposes.

The Client has a period of 10 working days from receipt of the translated or proofread documents to express in writing any disagreement with the quality of the service. After this period, the service will be considered as having been duly executed and no dispute will be admitted. To this end, the Customer agrees to consider as proof of delivery any acknowledgment of receipt by post, fax, or e-mail.

To take the order into account and its acceptance are to be confirmed by sending an email to eric.bodo@e-b-services.fr

The data recorded in the computer system of EB Services constitutes proof of all transactions concluded with the Client.

• to inform its purchase order number in the proposal,
• to provide on time, all source documents,
• do not make any changes.

Failing to respect at least one of the above commitments, EB Services may decide not to deliver to the Customer.

The Client waives any other stipulation of its general terms and conditions of purchasing not included in the order as soon as the service has begun.

Except in the case of force majeure, in the event of cancellation subsequent to the signing of the proposal, the Client shall pay in full the work already carried out before the cancellation.

5. CONTRACT AMENDMENTS AND ADDITIONAL WORK REQUIRED BY THE CUSTOMER

Additional agreements or subsequent modifications as well as verbal concessions made by EB Services are only binding on the latter from the moment, they are confirmed in writing by EB Services by e-mail or post. Also, any order change made by the Customer can only be taken into account by EB Services within the limits of its possibilities. If EB Services takes into account the changes requested by the Customer, they will result in a new proposal and a price adjustment. In such a case, the Customer shall be bound by the adjusted price. It is expressly indicated that depending on the progress of the work or in the event of impossibility of acceding to the requests for modifications presented by the Customer after the conclusion of the Contract, EB Services may not proceed with the modifications requested by this last.

In this case, EB Services is authorized to terminate the Contract, without being liable for any compensation to the Client.

In such a case, the deposit paid by the Customer remains acquired by EB Services, which may also invoice the Customer for a sum prorated to the number of words already translated.

6. EB SERVICES COMMITMENT

Upon receipt of the signed quotation from the Client or the purchase order, EB Services commits to respect the order and the agreed deadline.

EB Services’ mission is limited to the translation of documents and not to their content. It shall not be held liable if the source text does not allow a proper translation or if the deadline cannot be met due to force majeure.

EB Services’ liability is limited to the amount of the corresponding invoice or the total value of the contract.

EB Services endeavours to carry out the translation as faithfully as possible in relation to the original and in accordance with the profession practices. All efforts shall consider to integrate into the translation the information provided by the Client (glossaries, plans, drawings, abbreviations). EB Services assumes no responsibility for any inconsistency or ambiguity in the original text, the technical consistency verification of the final text being the sole responsibility of the Client.In the event of reservations, EB Services must remedy the reservations and observations made as soon as possible and resubmit the work for acceptance. These modifications may in particular concern any corrections requested by the Customer and must be integrated in order for EB Services to provide a final file. These corrections may only concern spelling, grammar, reference errors or paragraph marks. Any other correction will not be processed by EB Services.

7. DELIVERY TERMS AND DELAYS

Delivery means the actual provision of the ordered translations or services, quality, and quantity, along with the required documents, inspected and accepted by EB Services.

The translations or services ordered shall be delivered in accordance with the contractual specifications, protected against computer viruses, or any element that would harm the use of the translation or ordered services.

7.1 – DELIVERY SCHEDULE

The Services requested by the Customer will be provided within the delivery time agreed between the Parties upon receipt by EB Services of the duly signed purchase order, with the down payment if the latter has been requested by EB Services.

The delivery time mentioned in the purchase order are firm, binding and irrevocable.

EB Services is required to respect the delivery time and limits set by the proposal to deliver the documents or ordered services.

The Customer is deemed to have full knowledge of the conditions under which the order must be enforced.

EB Services shall not be held responsible for any delay or suspension of the provision of the service applicable to the Customer, or in case of force majeure.

The delivery date(s) agreed between EB Services and the Customer are only binding once EB Services has received all the source documents to be translated and the Customer’s complete instructions, and once the final proposal has been drawn up and accepted. Since the delivery date, and delivery time of if applicable, is often of the highest importance for the Customer, the parties must explicitly have a writing agreement.

Unless otherwise agreed, EB Services will send the translation in a way that the Customer can legitimately expect to receive it on the agreed delivery day.

Delivery shall be considered as done when the translation is either posted, delivered to a courier, sent by e-mail or transmitted via the Internet, and the risk is then transferred to the Customer.

EB Services undertakes, however, to keep a copy of its translation and, in the event of loss or damage to the delivered translation, to resend a new copy free of charge.

In the case of an e-mail delivery, delivery is considered as completed upon receipt by EB Services of the electronic acknowledgement receipt relating to its e-mail delivery. The Customer must systematically send this receipt acknowledgement via their mail server.EB Services cannot be held responsible for the consequences of any delay due to reasons beyond its control. Thus, the Customer should be aware that EB Services cannot be held responsible for any delays or data corruption that may be related, in any way, to any failure caused by server’s malfunctions or telecommunications systems under the Customer’s responsibility. In order to ensure on time delivery, both parties agree to make every necessary effort to overcome circumstances beyond their control that may, to their knowledge, arise occasionally.

7.2 – SERVICE LATE DELIVERY

EB Services undertakes to notify and justify to the Customer, within eight hours of becoming aware of the delay, any foreseeable delivery delay. In this respect, the Client may not claim any penalty financial compensation.

8. PAYMENT TERMS

Orders payment possibilities:

• by cheque.
• by bank transfer.
• if necessary, indicate the other accepted payment methods.

On order registration, the purchaser shall pay 10% down payment of the total amount of the invoice, with the balance to be paid on receipt of the translated or transcribed documents or any other service ordered.

For translations or transcriptions, prices are based on the number of words. The minimum invoicing amount per operation is €50.00 excluding VAT. 

For any first order or for any order amount higher than 1.000,00 € without taxes, a 50% down payment must be paid at the order placement.

In case of an order cancelation, the cancellation charges will be equal to the cost of the service already performed.

Payment of all invoices must be made in full of the date of issue of the invoice, i.e. the day on which all the translated documents are sent.No discount is accepted for early payment.

8.1 – LATE DELIVERY PENALTIES

In case of late payment and Customer payments due after the payment date indicated on the invoice sent to the Customer, late payment penalties may be applied, at the discretion of EB Services. The rate used for the calculation of these penalties is three (3) times the legal interest rate in force on the invoice, as from the day after the due date stated on the invoice. These penalties will be automatically as of right acquired by EB Services, without any formality or prior notice and will result in the immediate payment of all amounts due to EB Services by the Customer, without prejudice to any other action that EB Services may be entitled to take against the Customer.

In the case of staggered delivery, as soon as the Customer has been notified that an provisional payment due is overdue, EB Services is entitled to stop all the assigned work until the overdue amount has been paid or new terms have been agreed. Recourse to such action shall be without prejudice to any amount due and shall not entail any liability of any kind on the part of EB Services towards the Customer or any third party.

In case of non-compliance with the above payment conditions, EB Services reserves the right to cancel the Services ordered by the Customer, to suspend the execution of its obligations and to cancel any discounts granted to the Customer.

If the debt collection also requires the intervention of an attorney or a lawsuit, the amount of this claim shall be increased by 10% as a penalty clause and increased by the amount of the costs incurred.

Translations or transcriptions remain the property of EB Services until full payment of the issued invoices.

The legal interest rate in force is the rate effective the day of the goods delivery.

The legal interest rate will be revised every 6 months (Ordinance n°2014-947 of August 20, 2014).

This penalty is calculated on the balanced due including VAT and starts from the price due date without any necessary prior notice.In addition to the late payment penalties, any amount, including the unpaid down payment, not paid on the due date shall fully give right to the payment of a fixed penalty of 40 euros due for collection costs. (Articles 441-6, I paragraph 12 and D. 441-5 of the French Commercial Code).

8.2 – LACK OF COMPENSATION

Unless EB Services priorly agreed expressly in written and of and assuming that the reciprocal claims and debts are certain and due, no compensation can be reliably made by the Customer between any penalties for delay in the provision of the ordered Services or non-compliance with the order, on the one hand, and the amounts paid by the Customer to EB Services for the purchase of the said Services, on the other hand.

9. CONFIDENTIALITY

EB Services undertakes to respect the confidentiality of the information brought to its knowledge before, during or after the realisation of its services. Upon request, the original documents are returned to the Customer.

EB Services cannot be held responsible for any interception or misappropriation of information during data transfer particularly via the Internet. Consequently, to guarantee the confidentiality of any sensitive information, it is the Customer’s responsibility to inform EB Services, data transfer means before or at purchase order.

10. RESPONSIBILITIES

In any case, EB Services’ liability is limited to the amount of the concerned invoice.

Under no circumstances can EB Services be held responsible for claims based on stylistic nuances.

It is specified that the delivery terms are only given as an indication, their non-observance cannot lead to penalties for delay. IIt is assumed that EB Services cannot be held responsible for direct or indirect damages caused to the Client or to third parties due to a delay in delivery caused by force majeure, nor for possible delays in delivery by fax, modem, e-mail and other postal means.

11. INTELLECTUAL PROPERTY

Together with the translations, the Customer obtains a right of reproduction, distribution, transmission on audio and video media and broadcasting, as well as a right of publication and translations modification. The granting of these rights presupposes the full payment on the agreed remuneration. Until full payment is received, EB Services grants the Client an exclusive right to use the translations, revocable at any time, temporarily transferable and not limited to one location. If a payment deadline is set, revocation is however not possible before the payment deadline has passed.

Before submitting a document for translation to EB Services, the Client must ensure that it has the right to do so. The translator must therefore be the author of the original document or have obtained prior written permission for translation from the copyright holder of the document.Otherwise, EB Services shall not be held responsible in any way if all or part of the documents entrusted by the Customer violates 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 responsible for any damages and financial consequences resulting from its negligence. Furthermore, the Client acknowledges that the translation or transcription obtained by EB Services constitutes a new document whereas the copyright is co-owned by the author of the original document and EB Services. Consequently, in the case of a literary or artistic Service, and without prejudice to its economic rights over its work, EB Services reserves the right to require that its name be mentioned on any copy or publication of its service, in accordance with the Intellectual Property Code, paragraph L.132-11.

12. CANCELLATION

In the event of cancellation of an order in progress, for whatever reason, notified in writing to EB Services, the work already carried out will be invoiced to the Client at 100% (one hundred per cent) and the work remaining to be carried out at 50% (fifty per cent).In the event of Customer’s closure (except voluntary liquidation for reconstitution), the appointment of a receiver, established the Customer’s insolvency or bankruptcy, or if the Customer enters into an agreement with its creditors, EB Services is entitled to terminate any contract or order in progress.

13. DISPUTE OR JURISDICTION OR COURT OF COMPETENT JURISDICTION

Any dispute concerning the interpretation and execution of these T &C’s shall be subject to the French law.

Failing amicable resolution, the dispute will be brought before the Commercial Court of Nancy, 54 000.

These T&Cs are written in French.

In case of T & C’s translation into one or more foreign languages, only the French text will be authentic in the event of a dispute.

14. FORCE MAJEURE

EB Services cannot be held responsible if the non-execution or the delay in the execution of one of its obligations described in the present T & C’s results from a force majeure case. In that respect, force majeure refers to any unforeseeable or unstoppable external event within the meaning of Article 1148 of the French Civil Code.

15. FORMAT

The translation is delivered by email in Word or Excel format. Upon request, it can be delivered by mail. Any other transfer or format type must be expressly agreed between the parties and may be subject to an additional charge.

16. CUSTOMER ACCEPTANCE

At proposal signature, the present T & C’s are expressly agreed and accepted by the Customer, who declares and acknowledges that he is fully aware of them, and therefore waives the right to invoke any contradictory document, in particular his own general terms and conditions of purchase, which will be unenforceable against EB Services, even if he was aware of them.

17. MISCELLANEOUS

All order amendments and supplements must be written and signed by EB Services. Verbal agreements will therefore have no legal value.

The parties agree that the contract T & C’s or any amendments, supplements, special conditions, are deemed to be independent. Any clause or condition which ceases to be applicable because it contravenes a mandatory legal provision shall be deemed unwritten and shall not affect the validity of the contract itself unless it is a determining condition without which EB Services would not have accepted the order

Any clause in the Customer’s general terms and conditions of purchase that are contrary to these provisions shall be cancelled by law.

If EB Services ceases its activity before the full and complete execution of the services ordered by the Customer and materialized by the signature of an agreement on a proposal, the Customer agrees not to sue EB Services and not to claim any damages.

In case of force majeure, EB Services cannot be held responsible for any damage that may be suffered by the Customer. In particular, force majeure shall include the irresistibility and foreseeability of the performance of the translation, the occurrence which has been assessed at the time the contract was concluded.