Conditions d’utilisation

1. Parties

This Service Agreement ("Agreement") is made effective by and between Sandrine Guyennet ("Service Provider") and any company or individual ("Outsourcer"), who agrees to assign one or more language-related projects to the Service Provider individually referred to as "Party" and collectively referred to as "Parties."

2. Services

Parties are engaged in the business of language services ("Services") . The term "language service" for the purposes of this Agreement means any language-related tasks such as translation, editing, proofreading, localization, etc., that require the skills of a language professional.

"Editing" is the first task that should be undertaken after finishing the first draft of the translation a piece of text. It involves checking the content of the text to ensure that the ideas are expressed clearly and logically, and form a coherent and meaningful whole.

"Proofreading" involves checking over the text in finer detail after the editing stage, to detect errors in spelling, punctuation, grammar and format. The Service Provider will not proofread a translation which has not been edited.

Linguistic testing is billable separately and is not included in edition and proofreading.

3. Relationship between Parties

The Service Provider's relationship to the Outsourcer under this Agreement is that of independent contractor. The Service provider shall not be deemed to be an employee or a servant of the Outsourcer.

None of the benefits provided by the Outsourcer to its employees, including without limitation workers' compensation and unemployment insurance, shall be available to the Service provider as a result of this Agreement.

The Service provider shall assume full responsibility for, and indemnify and hold the Outsourcer harmless from, the payment of all local, state and federal taxes and other contributions imposed or required under unemployment, social security, and income tax laws arising out of the Service provider's engagement by the Outsourcer under this Agreement.

4. Term

This Agreement remains in effect for all subsequent project assignments by the Outsourcer to the Service Provider.

The Service provider understands and agrees that the Outsourcer will be utilizing the Service provider's Services only on an as-needed basis and at the Outsourcer's discretion. The Service provider may, without penalty, decline to accept any offered assignment from the Outsourcer.

5. Responsibilities of the Service Provider

The Service Provider shall provide, at their own costs, all equipment, materials and supplies, and all labour and other services, including delivery of finished projects to the Outsourcer.

The Service Provider shall send all completed projects to the Outsourcer using the channel agreed by both Parties.

The Service Provider shall answer, courteously, Outsourcer's inquiries related to services and fees.

The Service Provider shall disclose, prior to accepting any assignment, any biases that may have relevance.

The Service Provider shall take any and all steps necessary to ensure consistent delivery of work of a high professional standard.

The Service Provider shall accept responsibility for the quality of work they deliver, even when that work has been subcontracted.

The Service Provider shall do everything possible to meet agreed-upon terms, even when unforeseen problems are encountered.

The Service Provider shall attempt to resolve disputes directly with the Outsourcer.

The Outsourcer agrees that it is necessary to clarify parts of a text to ensure accuracy and that the Service Provider shall not be deemed responsible for a lack of accuracy or a mistranslation arising because the Outsourcer has not given the clarifications requested by the Service Provider.

6. Responsibilities of the Outsourcer

The Outsourcer shall send the Service Provider the original documents to be worked on during the period covered by this Agreement on an as and when required basis.

The Outsourcer shall furnish the Service provider with specific and detailed project instructions, including but not limited to the requested format or layout, indication of degree of difficulty of text, and determine the deadline for submission of completed project.

The Outsourcer provider shall answer, courteously, the Service provider's inquiries related to services, fees and required equipment.

The Outsourcer shall disclose, prior to accepting any assignment, any biases that may have relevance.

The Outsourcer shall attempt to resolve disputes directly with the Service provider.

7. Confidentiality

Information is deemed Confidential Information if, given the nature of the Outsourcer's business, a reasonable person would consider such information confidential.

The Service Provider agrees to exercise the same degree of care as they accord to their own confidential information, but in no case less than reasonable care.

8. Delivery

Project delivery date(s) shall be agreed to between the Service provider and the Outsourcer as required.

Project delivery date(s) become(s) binding only after the Service Provider has received and reviewed the source material and the Outsourcer's instructions, and both parties have agreed in writing on the project specifications.

If no time is agreed to between the Outsourcer and the Service Provider, the Outsourcer can reasonably expect to receive the completed project no later than the normal close of business on the agreed-upon date of delivery.

If the source material is delivered late, the project delivery date(s) previously agreed become void.

9. Quality Assurance

Unless otherwise agreed, the Service Provider understands and accepts that the Outsourcer may, at their own discretion, edit or proofread the Service Provider's completed project.

If the Outsourcer considers that the Service Provider has delivered substandard Services in relation to project specifications discussed and agreed, the Outsourcer must inform the Service Provider in writing within 5 business days.

The Outsourcer must also give the Service Provider the opportunity to bring the work up to the required standard.

10. Compensation

The Outsourcer agrees to pay the Service Provider the fee(s) set forth in each project assignment for Services.

The Service Provider may request additional charges due to source text inconsistency, poorly legible source text, extra formatting, work outside normal business hours, etc., provided this potential addition is agreed in advance by the Service provider and the Outsourcer for each project.

The Outsourcer agrees that if any changes are applied to the source material while the project is being completed, the Service Provider may adjust fees, charges, and delivery terms agreed, and new terms and conditions may need to be agreed in writing between the Service Provider and the Outsourcer.

The Outsourcer agrees to pay the Service Provider in full, regardless of the amount of work completed by the Service Provider, provided such work is made available to the Outsourcer.

The Outsourcer commits to pay the Service Provider in full for Services no later than 30 days from receipt of invoice by the method of payment specified in writing between the Parties.

The Service Provider will charge a fee for any undisputed overdue payments.

For long projects, the Service Provider may request an initial payment and subsequent installments.

The amount paid by the Outsourcer must never be lower than the price specified in the PO, unless agreed by both parties.

The Service provider will not give discounts based on volume.

11. Copyright

The Outsourcer owns all copyrights in the work product upon full payment of the agreed fee.

12. Indemnification

Each party agrees to take financial responsibility for damages that the other may suffer as a result of the first party's breach of this agreement.

Each Party hereby agrees to indemnify and hold harmless the other and such indemnified Party's subsidiaries, directors, officers, agents, and employees from and against all claims, liabilities, and expenses, including reasonable attorneys' fees, which may result from acts, omissions, or breach of this Agreement by the indemnifying Party, its subcontractors, employees, or agents. This provision shall survive the termination of this Agreement.

Notwithstanding anything to the contrary, except in case of willful misconduct or gross negligence, the Service Provider's entire liability to the Outsourcer for damages or other amounts arising out of or in connection with the Services provided by the Service Provider hereunder shall not exceed the total amount of payments made by the Outsourcer to the Service Provider under this Agreement.

13. Termination

Either Party may terminate this Agreement at any time upon 30 days' written notice sent to the other Party. In the event of such termination, the Parties agree to act in good faith toward one another during the notice period.

In the event of termination of this Agreement, the Service provider must provide the Outsourcer all Services performed through the date of termination. The Outsourcer is not obligated to pay the Service Provider any other compensation, severance, or other benefit whatsoever.

14. Non-Exclusivity

The Outsourcer acknowledges that the Service Provider may perform Services for other customers, persons, or companies during the term of this Agreement as Service Provider sees fit, subject to the terms of this Agreement.

15. Choice of Law

The validity of this Agreement and the interpretation of the rights and duties of the Parties will be governed by the laws of the Republic of Ireland.

16. Dispute Resolution

In the event a dispute arises between the Parties which they are unable to resolve among themselves, the Parties may participate in a mediation.

If mediation fails to resolve the dispute, the Parties agree that the dispute may be submitted to final arbitration upon written request of one Party served on the other.

The Parties agree to share the costs of dispute resolution.

17. Severability

If any provision of this Agreement is held to be invalid or illegal, such invalidity or illegality does not invalidate the remainder of the Agreement. Instead, this Agreement is then construed as if it did not contain the illegal or invalid part, and the rights and obligations of the Parties are construed and enforced accordingly.

Updated: 10 December 2015