1.1. 'The Supplier' means 2french.com. 'Work' means any translation, interpretation or any other service supplied by the Supplier. 'Client' means any person, firm or company to whom the Supplier shall supply or contract to supply Work.
 

2.1. No conditions other than those set out herein shall be binding on the Supplier except with the Supplier's express consent. These conditions shall be part of any offer, acceptance and contract for Work by the Supplier and subject to the foregoing any conditions proposed by the Client are hereby excluded.
 

3.1. Following completion and submission of the Translation Order Form by the Client online 2french.com will send to the Client an acknowledgement requesting confirmation of the order. No contract shall arise until such confirmation is given by the Client and received and accepted by 2french.com. Each order when accepted constitutes a separate contract. Any acknowledgement requesting confirmation of the order will remain open for confirmation for 30 days and will thereafter lapse unless stated in writing.
 

4.1. Prices are exclusive of value added tax (VAT) which is levied at the rate of 19.6% on invoices payable by Clients resident in France. VAT may not be applicable on invoices payable by Clients resident outside France. Additional charges may be made for all expenses incurred by the Supplier at the request of or by agreement with the Client which are not included in the Client's confirmation of the order acknowledgement or which the Supplier considers reasonably necessary for the completion of the Work or any legitimate purpose associated with it.

4.2. Payments for Work shall be made within seven (7) days from the date of the invoice unless specifically agreed in writing by the Supplier.

4.3. The terms of payment shown on the Supplier's invoice goes to the essence of the contract. If the Client fails to make payment by the due date specified on the invoice, the Supplier will, without prejudice to any other rights, be entitled to add interest charges at the rate of 2 per cent per month until such time as full payment plus interest charges is made by the Client.
 

5.1. Dates or periods for completion of Work are only best estimates and the Supplier is not liable for the consequences of any delay for any reason whatsoever. In particular, the Client should be aware that the Supplier cannot be held responsible for delays or information degradation associated with any breakdown whatsoever caused by failures on the Client's servers or telecoms' systems, 2french.com servers or telecom' systems, or servers and telecoms' systems used by 2french.com translators which are outside the control of 2french.com and which are known to occur from time to time on the Internet.

5.2. The Client must specify a completion date (if material) when commissioning the Work but whilst the Supplier shall make every reasonable effort to meet the Client's requirements, late delivery shall not entitle the Client to withhold payment for Work done.

5.3. Work will normally be dispatched to the Client by electronic mail as a Microsoft Word attachment or in an rtf format wherever practicable but where the Client stipulates that Work is to be supplied by fax the Supplier will make every effort to ensure freedom from defects. However, reasonable allowance must be made by the Client in such cases. In the event that the Client requires Work to be supplied in hard copy by post the Supplier cannot be held responsible for delays in supply or for any failure in the fulfilment of supply caused by the postal system.

5.4. Should completion of Work be necessary sooner than the normal time required for its proper production, 2french.com reserves the right to charge supplementary urgency rates to cover the overtime requirements of 2french.com translators. Should any other additional costs be incurred, 2french.com is entitled to charge for these as well.

5.5. The Supplier accepts no liability for the consequences of any delay in completion of Work caused by the Client and in this event any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated.

6.1. If the Client for any reason cancels Work which he or she has commissioned, charges will be payable for all completed Work up to the cancellation date and for all other costs and expenses which may occur as a result of such cancellation.

6.2. If the Client suspends or postpones Work he or she has commissioned, charges will be payable for all commissioned Work up to the date of suspension or postponement and for all other costs and expenses which may occur as a result of such suspension.

 7.1. A translation is the straight and more or less literal transfer of material written in one language into another (target) language by a translator rigorously applying known precepts of grammar and a knowledge of the vocabulary required for the purposes of any given translation derived from his or her own experience or from dictionaries, specialist or otherwise. Translation is, however, to be compared with Adaptation and Copywriting in both of which to a lesser or greater extent the concepts contained in the original material are retained but the manner in which these are expressed may be discarded completely in the target language with the aim of maximising persuasiveness. The Supplier undertakes to use his best endeavours to produce an accurate and idiomatic translation of material to be translated within the terms of the clause and subject to clause 7.4. below.

7.2. The Supplier's translators specialise in providing sector-specific translations according to their translation qualifications including that obtained by virtue of the 2french.com examination. Their knowledge of individual specialist sectors is confined only to a general understanding of the terms normally encountered in their translation of written material typical of any given specialist sector. They are not, however, qualified in any given specialist sector in the sense that they would be competent to conduct business in that sector or take any decision whatsoever which an expert working in it might be expected to be able to take on the basis of his or her professional knowledge.

7.3. In the event that a more specific knowledge of sector-specific terminology is required for the proper translation of a particular piece of written material, for example but not by way of limitation such knowledge as would only be available to a particular Client company or organisation, it cannot be assumed that a translator of the Supplier possesses such knowledge. In such a case it is incumbent on the Client to provide such instruction to the translator as may be necessary for the proper translation of the material in the form of individual glossaries or any other aid to translation.

7.4. A translation reflects the quality of the original written material. In the material to be translated where concepts are poorly expressed, where the wrong choice of language has been made, where typographical mistakes are present, where the text is incomplete or factually incorrect, in all or any of these instances the same inadequacies will show up in the translation. The Supplier's translator is not entitled to take any decisions on behalf of the Client to make such modifications as might improve the text in translation or elucidate passages of the original text. The Supplier will not therefore accept any criticism of any translation undertaken by any one of its translators where these considerations may be at issue.

7.5. Where a Client has specified a particular use for translation Work and subsequently desires to use the translation for a purpose other than that for which it was originally supplied, the Client should obtain confirmation from the Supplier that the translation is suitable for the new purpose. The Supplier accepts no liability where a translation is used for a purpose other than that for which it was originally supplied and reserves the right to make further charges for any amendments which the translation may require.

7.6. Where the Contract for Work provides for proofs or text to be submitted to the Client for approval, the Supplier shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.

8.1. Under the Copyright Act 1956, copyright subsists in the translation of any text or any other material and where the Supplier holds the copyright in any Work which he has supplied to a Client he impliedly licences the use or exploitation of the copyright in the Work to the Client until such time as he has received payment for the Work in full. On full payment the licence is revoked and the Supplier impliedly transfers his full title in the Work to the Client. In the event that the Supplier does not receive payment for the Work by the due settlement date whether in full or in part he is entitled to assert his copyright in the Work.
 

9.1. A complaint by the Client in respect of any Work shall be notified to the Supplier in writing within eight (8) days of the receipt of the Work by the Client.

9.2. The Supplier will accept no liability for any damage whatsoever which exceeds the contract price for the Work supplied.

9.3. The Client shall indemnify the Supplier against all claims, proceedings, costs and expenses for which the Supplier may become liable in respect of Work completed under a contract except to the extent of the liability admitted in these Conditions.
 

10.1. Notwithstanding any other form of any contract the Supplier shall not be required to translate any matter which in its opinion is or may be of any illegal or libellous nature. Where copyright subsists in texts to be translated it is presumed that the Client has obtained all consents necessary for such Work to be carried out.

10.2. The Supplier shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous matter translated for the Client, or any acknowledgement of copyright, patent or design or other third party right.
 

11.1. All documents or any other property supplied to the Supplier will be held or dealt with by the Supplier at the Client's risk and the Supplier will not be responsible for the consequential loss or damage thereto.

11.2. The Supplier reserves the right to destroy or otherwise dispose of any document or other property of the Client which has been in its custody for more than twelve (12) months following completion of the Work to which it relates.
 

12.1. In the event of Force Majeure (which shall be defined as strike, fire, industrial dispute, civil commotion, natural disaster, acts of war, acts of God and any other situation foreseen or unforeseen which can be shown to have materially affected the Supplier's ability to deal with the Work as agreed), the Supplier shall notify the Client as quickly as can reasonably be expected to explain the circumstances. Force Majeure shall entitle both the Supplier and the Client to withdraw from the contract for the Work, but in any event the Client undertakes to pay the Supplier for the Work already completed.

13.1. These conditions shall be interpreted in accordance with Frenc law and regulations and the Supplier and the Client irrevocably submit to the exclusive jurisdiction of the French Courts.