Legal Notice and ToS
This website is operated by NOVATRAD, a French limited liability company with capital of €8,000, registered with the Paris Trade and Companies Register under the number B 418 145 884, with Intra-Community VAT number FR 05418145884. Its registered office is located at 8-10 rue de la Bienfaisance, 75008 Paris, France and the company is represented by its Manager, Ms Isabelle Proulx.
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STANDARD TERMS OF SALE
in force as of 1 January 2023
These standard terms of sale govern all services provided by NOVATRAD, including but not limited to translation, localisation, revision, reformatting and desktop publishing services, irrespective of the form, the content and the place of supply of such services.
These Standard Terms of Sale (hereinafter the “ToS”) form a contract between NOVATRAD and its Clients who have signed a purchase order quote issued by NOVATRAD and/or a purchase order issued by the Client.
Confirmation of an order following receipt of a Purchase Order Quote therefore entails complete and unconditional consent by the Client to these Standard Terms of Sale, except where otherwise provided for by specific agreements that are made in writing and signed by both NOVATRAD and the Client.
• Purchase Order Quote: a document issued by NOVATRAD containing a description of the tasks to be performed, as well as the time-limit for performance in the event of confirmation received from the Client within five (5) days and the corresponding price. Returning this signed document by fax, letter or email, or notification of the Client’s acceptance thereof by standard email, constitutes a purchase order.
• Client: any legal entity or individual represented by the signatory of the Purchase Order Quote. NOVATRAD regards any employee or associate of a business or organisation who places an order on behalf of said business or organisation, without exception, as having received prior authorisation from their line management to take steps to procure services.
1. Free quote - Each quote is detailed and provided free of charge, preferably on the basis of the documents to be processed, as provided by the Client. The price stated in the Purchase Order Quote is firm and definitive, except in one of the following cases: a) the Client changes the content of a document or submits additional documents when confirming the Quote or following confirmation thereof; (b) if the documents were not provided when the Quote was prepared, in the event that the Quote was calculated merely on the basis of an approximate number of words and a sample of the content; (c) more exceptionally, if the work required significantly exceeds that initially estimated, in particular where services are billed by the hour.
In such cases, NOVATRAD reserves the right to adjust the price stated in its Purchase Order Quote and to inform the Client of any change of price before starting work, where this is possible.
2. Calculation bases - Our translation and localisation service prices are typically based on a rate per “source word” (with the word count being defined as the number of words or groups of letters or numbers, separated by a space and contained in the text to be translated, according to the Statistics tool in MS Word). Nevertheless, all translation and localisation services may be billed at a minimum flat rate of EUR 60 (sixty euros) before VAT where applicable.
2.1 Our revision, re-creation, rewriting, reformatting, and development services are typically priced on the basis of an hourly rate and an estimate of the number of hours needed to complete the work requested.
2.2 Our basic rates can be provided upon request and may be increased depending on the format of the documents to be processed, the specific nature of the texts and the delivery deadlines stipulated.
2.3 All definitive quotes are prepared after reviewing the entirety of the documents to be translated and take into account the content, format, deadline constraints and other instructions provided by the Client.
2.4 If the Client requests a quote without having all the necessary data, NOVATRAD will then issue an estimated quote, the amount and timeframe of which may be adjusted upon receipt of all the requisite information.
3. Discounts – Preferential Rates - All decisions to grant discounts or apply sliding-scale or preferential rates, on the basis of a percentage or price figure and in response to a request in connection with a quote, will be made at NOVATRAD’s sole discretion. The application of a discount in no way obliges NOVATRAD to apply any form of discount or reduction in response to future requests.
4. Inaccessible content - As standard practice, unless the Client requests otherwise, the text contained in images/graphics, Flash animations and all other inaccessible format is excluded from the word count used to prepare the Quote and will not be translated. If the Client requires a translation or revision of such content, the translated or revised version will be provided in a separate file, and it will be the Client’s responsibility to insert the translations or revisions into the relevant files.
NOVATRAD can however insert text back into documents or adjust graphics in return for an additional fee that is charged at an hourly rate.
5. Order confirmation - All orders (other than those placed under framework agreements) must be confirmed in writing. All Clients may complete this formality by returning the NOVATRAD Purchase Order Quote by fax, letter or email, ensuring that it is dated and signed (and stamped by the business, where applicable), preceded by the handwritten words “Read and approved, valid for agreement”. If NOVATRAD does not receive written, signed confirmation, it reserves the right not to start the work.
Quotes notified by a standard email can be accepted, at NOVATRAD’s sole discretion.
6. Framework agreement – Open order - In order to simplify the process for placing and confirming orders with its most regular Clients, NOVATRAD may sign a framework agreement with the Client. This agreement will therefore give rise to “Open Orders” during a defined period and/or with a defined maximum order amount before VAT. The various services covered by this agreement will still generate a Purchase Order Quote before starting the work, but will make it possible to start a project without signed confirmation; mere verbal confirmation can be sufficient. Each Open Order must nevertheless be designated by a purchase order or global order number that is specific to the Client. In the event of cancellation, the standard provisions stipulated in these ToS will apply.
7. Down Payment - All orders that exceed an amount of EUR 5,000 (five thousand euros before VAT) may require a down payment of 50% (the amount will be specified on the quote). In this case, the work will only be started once the down payment, which is payable by bank transfer or cheque, has been received.
8. Individuals - For Individuals (natural persons acting in a personal capacity), orders will only be confirmed upon receipt of payment in advance, by cheque or bank transfer.
9. Completion time-limit - Subject to receipt of order confirmation within five (5) business days following the issuance of the quote, the time-limit stated on the quote will be calculated from the date of the order confirmation (or the date of receipt of payment, as applicable). If an order is confirmed more than one week after the quote is issued, the time-limit for completion may vary depending on the workload of the translators concerned at the time of confirmation. The NOVATRAD project manager will then be required to inform the Client, as soon as the project is started, of any changes concerning the time-limit for completion.
10. Reference documents - The Client may provide, in addition to the texts to be processed, reference documents, diagrams, drawings or plans in order to improve understanding of the content or ensure consistent use of existing terminology. Moreover, any glossaries provided by the Client on the order confirmation date will be taken into account and incorporated into the translation. At the Client’s request, NOVATRAD may compile a glossary that the Client is required to approve before or during the project. Changes to terminology that are requested by the Client after delivery despite the existence of an approved glossary that was used may result in an additional fee being invoiced.
11. All order confirmations will be regarded as effective upon receipt of the duly signed Purchase Order Quote, of a Purchase Order or of a Purchase Request issued by the Client’s authorised representatives, of acceptance notified by email or, as applicable, upon receipt of a down payment (for business clients) or payment in full (for individuals).
11.1 If the Client notifies cancellation of an order, the work that has already been performed will be invoiced on a 100% basis and the remainder of the initial amount of the order will be invoiced on a 50% basis. For the avoidance of doubt, if an order for which the work has not yet started is cancelled, NOVATRAD may, at its sole discretion, decide to waive invoicing for the order concerned.
11.2 In any event, all order cancellations at the Client’s initiative will result in a flat-rate penalty of EUR 60 before VAT being charged, in order to cover administrative costs.
CONFIDENTIALITY – SECURITY
12. Confidentiality obligation - Under all circumstances, NOVATRAD undertakes to ensure the confidentiality of the information that is translated, revised or simply provided to it, whether personal, commercial, scientific, legal or otherwise in nature.
12.1 In other words, NOVATRAD undertakes to ensure complete compliance with general confidentiality and business secrecy rules, and not to disclose any information to third parties without the requesting party’s prior written agreement, both during the performance of the service and after the service is completed.
12.2 All the sub-contractors who work with NOVATRAD have signed a Confidentiality Agreement with NOVATRAD that will directly trigger their liability in the event of a breach or disclosure of the information provided to them in connection with their services or their relationship with NOVATRAD.
13. Data security - In the knowledge that NOVATRAD undertakes to exercise the same caution and use the same technical resources to protect its Clients’ data as its own data, in particular by providing a secure online Client Account that is password-protected and by encrypting electronic transmissions, the liability of NOVATRAD or its sub-contractors cannot be triggered in connection with data transfers by electronic messages. At any time, the Client can send files using the Quote Request module (which uses a certified SSL protocol).
13.1 In this regard, the Client acknowledges that data which circulates on the internet is not fully protected against misappropriation, and thus that the disclosure of any sensitive information using email is undertaken at the Client’s own risk. As a result of the above, the Client waives the right to trigger NOVATRAD’s liability concerning any and all leaks of information or data that are exchanged by means of the internet.
TERMS OF PAYMENT
14. Payment date - Unless specifically agreed otherwise between NOVATRAD and the Client when the quote is requested or the order confirmed, invoices are issued for the net amount payable, with no cash discount, and are due within thirty (30) days of the invoice date. The standard payment terms for individuals and non-identified businesses are payment in advance, by cheque or bank transfer; receipt of payment will in this case be deemed confirmation of the order.
15. Payment terms - All payments must be made by bank transfer or by cheque made out to “NOVATRAD”. NOVATRAD’s postal address, as well as its bank account details, are printed on the Purchase Order Quote and on the invoice. Bank account details (IBAN and BIC) can be also be provided upon request.
16. Invoicing address - Unless otherwise stated at the time of the order confirmation, the Client’s invoicing address to be used will be that stated by the Client when requesting the quote. If the Client wishes to receive an invoice made out to a different entity or person, the Client must expressly request this at the latest when confirming the order. In all cases, the Client may only stipulate a different invoicing address if it belongs to the same company or the same group. A third party cannot be invoiced without signed acceptance of the Purchase Order Quote by said third party.
17. Late payment - In the event of late payment of a previous invoice, NOVATRAD may, as of right, suspend all current orders and refuse to deliver them until receipt of payment or resolution of the dispute.
18. Reminders to pay - In the event of repeated failure to pay and/or failure to answer the first two reminders sent, NOVATRAD reserves the right to take the necessary action in order to obtain payment of its invoice. The Client will be served with formal notice, by registered letter with acknowledgement of receipt, to make payment within eight (8) days of receipt of the letter. If this formal notice is found to be ineffective, the Client would owe default interest calculated as from the date after the payment date stipulated on the invoice.
19. Late payment penalties - The rate of the late payment penalties corresponds to the European Central Bank’s refinancing rate (MRO or REPO) in force, increased by ten (10) points. Moreover, the Client would also have to pay all the expenses generated by the collection procedure, in particular the flat-rate fees for opening a collection case, which total EUR 40 (forty euros) before VAT.
19.1 Penalties are due without it being necessary to send a reminder: sending a registered letter is not obligatory in order to trigger the right to collect late payment penalties.
19.2 Penalties accrue from the day after the payment date stipulated on the invoice or, failing that, the 31st (thirty-first) day following delivery of NOVATRAD’s service.
20. Intellectual property rights - Until payment in full of the services, in particular the translation, revision or localisation services, NOVATRAD will remain the owner of the rights of reproduction, both total and partial, of all translated documents and files, in accordance with the intellectual property laws in force. In the event of failure to pay, any use, public display/performance or partial or total reproduction of said deliverables is unlawful. NOVATRAD reserves the right to initiate the requisite proceedings in accordance with its right of title.
21. Payment obligation - Each order placed obliges the Client to pay the amount invoiced on the due date stated on the invoice (generally thirty (30) days as from the date of invoicing). Requests for specific terms must be made by the Client at the same time as the quote is requested or prior to any order confirmation, and do not apply unless accepted by NOVATRAD.
22. Quality obligation - NOVATRAD assures each Client that on-going efforts are made to maintain and where possible improve the quality of the work entrusted to NOVATRAD. In the event of sub-contracting, NOVATRAD undertakes to entrust its services to qualified sub-contractors and to ensure that said sub-contractors have the skills and resources needed for the proper performance of the services.
23. Time-limit for claims - The Client has a time-limit of eight (8) business days as from receipt of the finalised documents in which to notify in writing any disagreement concerning the quality of the service. Thereafter, the service shall be deemed to have been properly performed and will be invoiced. The conditions for submitting a Client claim are set out below in the paragraph entitled “Claims”.
24. Quality Control - Unless a specific arrangement to proceed otherwise is agreed with the Client, NOVATRAD undertakes to monitor the quality of its services, both in-house and sub-contracted, prior to delivery. At the same time, the Client acknowledges that the transposition of a text into another language is not a strictly exact science, aside from the typographical and linguistic rules that are specific to each language. Consequently, differences in interpretation and style cannot, in and of themselves, constitute grounds to call into question the overall quality of the service. Therefore, purported occasional minor inaccuracies or semantic approximations cannot be cited as reasons to question the entirety of the work provided by NOVATRAD.
25. Corrections - With the aim of fully meeting the Client’s requirements, NOVATRAD will endeavour to make the necessary corrections in a timely manner or to explain its choices where the modifications requested by the Client are not adapted to the target language. NOVATRAD reserves the right to grant a reduction or credit note to the Client if the Client’s claims appear to be justified. It is not permitted for the Client to decide to apply a reduction or to make a partial payment for the service concerned at their sole discretion.
26. Liability cap - Under no circumstances can NOVATRAD be held morally or financially liable for claims made on the grounds of style nuances or different terminological choices. NOVATRAD accepts no liability whatsoever in the event that the original text is not cogent or ambiguous; verification of the technical cogency of the original is the responsibility of the Client alone.
26.1 In the event of a justified dispute concerning the quality of a service, NOVATRAD’s liability is capped at the amount of the invoice concerned. NOVATRAD cannot, under any circumstances, be held liable with regard to the Client or any other natural or legal person for specific, incidental, consequential or non-physical harm or loss (including, but not limited to, loss of profit or savings, interruptions to work, damage to or replacement of equipment or property, or the recovery or replacement of programmes or data) as a result of claims based on the precision, readability, accuracy or cogency of the data processed by NOVATRAD, even if NOVATRAD was warned of the possibility of such claims, harm and loss.
27. Technical resources - NOVATRAD uses certified IT service providers who continually work on implementing the best computerised means of transfer so as to avoid bottlenecks and ensure optimal fast service via the internet. However, numerous conditions associated with the operation of infrastructures are beyond its control; consequently, NOVATRAD cannot be held liable for late delays that are caused by, inter alia: a) technical problems that are beyond its control (such as power outages, water damage and IT system failures); (b) possible lost messages or delayed transmission by fax, email and all postal delivery services; (c) cases of force majeure.
28. Compensation - At the Client’s express request, all late performance that is strictly attributable to NOVATRAD will be compensated to the extent of 5% of the initial amount of the order, in the form of an invoice reduction or a credit note for the next order. No delays that are attributable to the Client (late delivery of files, waiting time for necessary information, invalid file format, illegible text, etc.) can be compensated by NOVATRAD in any way.
29. Rules on claims - All claims concerning the quality of the services will only be taken into account if they are expressly notified in writing, by registered letter with acknowledgement of receipt (or by email with automatic acknowledgement of receipt) to the NOVATRAD project manager concerned, at the latest eight (8) working days after the work is delivered. Thereafter, all services will be deemed to have been approved and will be invoiced as normal.
29.1 All claims concerning the quality of a translation or a revision must be accompanied by precise corrections and clear comments on the nature of the disputed passages or terms, supported by relevant examples.
30. Compensation - In the event of a justified claim concerning the quality of a service, NOVATRAD may, after reaching an agreement with the Client or at its sole discretion, grant one of the following forms of compensation:
• an invoice reduction, of a maximum amount of 40% of the amount before VAT of the invoice concerned, or
• a credit note for a subsequent order, of a maximum amount of 40% of the amount before VAT of the invoice concerned, or
• at its expense and in a timely manner arrange for a revision of the text by an independent reviser of its choice. The corresponding invoice may be issued, as proof, to the Client at their request, or
•r eimburse the proofreading expenses incurred by the Client, upon presentation of a third-party proofreading invoice, within the limit of an hourly rate of EUR 35 (thirty-five euros), for a minimum volume of one thousand five hundred (1,500) words per hour.
All disputes concerning the services and/or invoicing and that cannot be resolved amicably are governed by French law and fall under the jurisdiction of the Paris (France) Commercial Court.