Terms of sale
TERMS
1. QUOTE
The price stated in the quote submitted to the client (hereinafter the “Quote”) is valid for five (5) days from the date of issue, unless otherwise specified. Upon acceptance of the Quote by the client, a contract for language services (hereinafter the “Contract”) is concluded between INVISIBLE Translation Inc. (hereinafter “INVISIBLE”) and the client. Unless otherwise stated in the Quote, any text that has to be copied, modified, accessed or otherwise read by a specialized software application, whether or not said text is contained in a digital file, photograph, image, drawing, representation, artistic creation, logo, symbol, plan, diagram or the like, is not covered by the Quote. If appropriate, depending on the choice the client makes in completing the Purchase Order section of the Quote, the client shall pay INVISIBLE, within forty-eight (48) hours or two (2) working days—whichever comes first—of the acceptance of the Quote and the signature of the Purchase Order, the full amount for the work or the entirety of the deposit required. Should the client fail to pay the full amount for the work or the entirety of the deposit required, INVISIBLE shall deem the Quote null and void. Should INVISIBLE require a deposit to undertake the work, it is agreed that any balance outstanding shall be paid by the client and received by INVISIBLE before the completed work is delivered to the client (hereinafter the “Delivery”).
2. AMENDMENTS
INVISIBLE reserves the right to amend the Contract by submitting a new Quote if the client makes any changes to the work files, in particular affecting the number of words, the format of the electronic documents submitted or the deadline for delivery. If the client submits new content to INVISIBLE during the execution of the Contract and requests that this content be integrated into the Contract, INVISIBLE shall consider this new content as a new request for the provision of services, resulting in a second Contract that is distinct from the original Contract. If, for any reason, at the request of the client, INVISIBLE is required to modify a document that the client has previously reviewed, approved or otherwise accepted as submitted by INVISIBLE, a fee shall be charged at the applicable hourly rate according to the fee schedule in effect at that time (hereinafter the “Hourly Rate”) for the time spent making the modifications, including a minimum charge of one (1) hour at the Hourly Rate.
3. SERVICE DELIVERY
Any Contract for translation of PowerPoint files and similar file types shall be billed at the Hourly Rate. Any Contract for creative translation or transcreation or for the adaptation of advertising, promotional or marketing materials shall be billed at a flat fee or at the Hourly Rate, as stated in the Quote, plus a per word rate, if specified. Any Contract for services such as consulting, revision, proofreading, writing or linguistic data compilation shall be billed at the Hourly Rate. Furthermore, the client expressly authorizes INVISIBLE to make full use of any file supplied to INVISIBLE in order to obtain a Quote, assess the scope of the Contract and the time required to execute it, or perform any work INVISIBLE considers necessary in relation to a Contract or quote request, including the transfer of said file to a third party.
4. CANCELLATION
If a Contract in progress is cancelled by the client, the client is liable for the value of work done or services performed by INVISIBLE up to the time of cancellation, plus any administrative costs incurred by INVISIBLE. Unless the client is a “consumer” within the meaning of the Consumer Protection Act, said administrative costs are set at twenty-five percent (25%) of the price stated in the Quote. Any deposit or downpayment made by the client will not be reimbursed. INVISIBLE reserves the right to terminate a Contract for any valid reason, including, but not limited to, where the content submitted by the client is of inconsistent, unacceptable or insufficient quality, where the client’s requirements are excessive, unreasonable or inappropriate, or where the content submitted by the client is hateful or contrary to law and order.
5. DEFINITIVE NATURE
The work as delivered to the client upon Delivery, whatever the nature of this work, is considered final and definitive. Should the client request that INVISIBLE define or clarify grammatical concepts or provide an explanation, analysis or justification subsequent to Delivery, particularly with respect to terminological, stylistic or syntactical choices, consulting fees shall be billed at the Hourly Rate, including a minimum charge of one (1) hour billable at the Hourly Rate for each request. Should the client request that INVISIBLE review any text created, reviewed, revised or translated by INVISIBLE after said text has been imported or incorporated into the medium of the client’s choice, whether it is a web page, website, document, image or video, a fee shall be charged at the applicable Hourly Rate, including a minimum charge of one (1) hour at the Hourly Rate, whenever such a request is made by the client.
6. MINIMUM FEES
Regardless of the nature or form of the language service rendered, minimum fees are chargeable to the client for any Contract in accordance with the fee schedule in effect at that time. In the case of work charged by the hour, fees shall be billed at the applicable Hourly Rate set out in the fee schedule in effect at that time, including a minimum charge of one (1) hour billable at the Hourly Rate. The number of billable hours is always rounded up to the nearest half hour. If more than one (1) language is covered by the Contract entrusted to INVISIBLE by the client, regardless of the nature of the services required, a fee shall be charged at the applicable Hourly Rate, including a minimum charge of one (1) hour at the Hourly Rate for each of the languages. If a working file supplied to INVISIBLE includes more than one (1) language, and one or more of the languages in the file is or are covered by the Contract the client has concluded with INVISIBLE, a fee shall be charged at the applicable Hourly Rate, including a minimum charge of one (1) hour at the Hourly Rate for each included language.
7. PRIORITY CONTRACT
A Contract is given priority status when the client requests preferential treatment from INVISIBLE with regard to the deadline for Delivery of said Contract. Taking into account the workload already being undertaken by INVISIBLE at the time of receipt of the client’s request and after assessing the nature of the client’s request, including the completion time requested, the format of the documents submitted, the type of text submitted, the language services requested and the delivery terms, INVISIBLE will determine, at its sole discretion, whether the client’s request takes the form of a priority Contract (hereinafter the “Priority Contract”), in which case the applicable regular rate, whether calculated on a flat rate, hourly, per word, hybrid, and so forth, cost basis, is increased by thirty-five percent (35%). The client will be informed of the priority status of the Contract prior to the start of the work and must approve it in writing. In case of refusal by the client of the Priority Contract, INVISIBLE will treat the Contract as any other non-priority Contract on a first-come, first-served basis.
8. URGENT CONTRACT
A Contract is given urgent status when the client requests highly preferential treatment from INVISIBLE with regard to the time when the Contract is assigned to INVISIBLE, whether outside regular business hours or on a non-business day, a vacation, a public holiday, or any other day that is not a regular business day, or with regard to the completion time requested for the Contract, including the need for INVISIBLE to work extended hours or overtime in order to complete the Contract. Taking into account the workload already being undertaken by INVISIBLE at the time of receipt of the client’s request and after assessing the nature of the client’s request, including the time frame requested, the format of the documents submitted, the type of text submitted, the language services requested and the delivery terms, INVISIBLE will determine, at its sole discretion, whether the client’s request takes the form of an urgent Contract (hereinafter the “Urgent Contract”), in which case the applicable regular rate, whether calculated on a flat rate, hourly, per word, hybrid, and so forth, cost basis, is increased by seventy-five percent (75%). The client will be informed of the urgent status of the Contract prior to the start of the work and must approve it in writing. In case of refusal by the client of the Urgent Contract, INVISIBLE will treat the Contract as any other non-priority and non-urgent Contract on a first-come, first-served basis. By definition, any Contract with a completion time of less than 24 hours or the next business day—whichever comes first—, regardless of the nature of said Contract, is considered to be an Urgent Contract, unless otherwise agreed in writing.
9. PAYMENT
Unless otherwise specified in writing by INVISIBLE, invoices are payable upon receipt. Default currency for billing is the Canadian Dollar (CAD), unless otherwise specified. Any overpayment or positive balance, if applicable, is not refundable and is credited to the client’s account. INVISIBLE accepts credit card payments as long as the entire balance owed by the client, including any applicable taxes, is less than one thousand Canadian dollars (CAD1,000.00). Personal cheques are not accepted.
10. INTEREST
Daily interest charges of 0.08216% (29.99% a year) shall be added to any overdue account. Should INVISIBLE be required to use the services of a collection agency, any resulting costs shall be added to the unpaid balance, over and above the said interest charges.
11. RETAINER
Any retainer fee paid by the client to INVISIBLE to secure INVISIBLE’s availability and services, whether at a set rate or otherwise, is not refundable. This fee, if applicable, is credited to the client’s account.
12. DISSATISFACTION
INVISIBLE is committed to client satisfaction and will do everything commercially reasonable to provide the client with quality work and services. However, it is possible that the client’s opinion of the quality of the work and services provided may differ from that of INVISIBLE. If the client is dissatisfied with the quality of any of the work or services provided by INVISIBLE, it is understood that the client may freely question the quality of the various work or services received, based on the client’s personal preferences. In this case, the client shall submit to INVISIBLE clear, accurate, relevant and detailed evidence as to the nature and basis of the complaint, which shall be thoroughly, diligently and impartially reviewed by INVISIBLE. Such complaints, if any, must be reported to INVISIBLE by email at feedback@invisibletranslation.com within thirty (30) days of the Delivery, failing which INVISIBLE shall be under no obligation to act upon them. In the event that INVISIBLE concludes that the client’s concerns are valid, INVISIBLE may, at its sole discretion and without the client’s right of objection, revise the charges or fees for the service, grant the client a discount, refund to the client all or part of the costs already paid by the client, grant the client a non-assignable and non-transferable credit, or such other restitution as INVISIBLE may deem to be reasonable under the circumstances. In the event that INVISIBLE concludes that the client’s concerns are unfounded, the work and services rendered by INVISIBLE will be considered complete and final, and no compensation will be provided to the client. Notwithstanding the foregoing, INVISIBLE cannot and will not be held liable for any delay, rejection, refusal, contestation, failure to respond, prohibition, dismissal, expulsion or other consequence that may affect the client, resulting from any text or document supplied to INVISIBLE by the client, the visual presentation, deterioration, state of preservation, accessibility, legibility, intelligibility, interpretation or deciphering of which is ambiguous or problematic, or leaves room for more than one interpretation. It is the responsibility of the client to supply INVISIBLE with clear, legible and authentic texts and documents, where appropriate, for the purposes of executing the Contract.
13. THIRD PARTY
In conducting its business activities, INVISIBLE engages and delegates tasks to third parties to perform various services on behalf of INVISIBLE, including, but not limited to, the provision of consultation, translation, revision, proofreading, writing, advertising adaptation, francization, data compilation, printing, delivery, shipping, dissemination, distribution, mailing, routing and transportation services. While INVISIBLE will take reasonable steps to ensure that a third party has the capabilities and means to perform its duties, INVISIBLE is not responsible for the performance or non-performance of services by such third party. If, for any reason, a third party is unable to perform the tasks assigned to it by INVISIBLE, and INVISIBLE is obliged to repeat the assignment process or otherwise secure the services of another third party to perform said tasks for valuable consideration, INVISIBLE may require a reasonable sum of the client, with its written consent, before undertaking to cover in whole or in part the costs incurred to that end, including transportation, delivery, reprinting and similar costs.
14. FORCE MAJEURE
INVISIBLE cannot and will not be liable for failure to perform its obligations set forth herein if such failure is caused by events that are unforeseeable, irresistible and beyond its reasonable control, including, but not limited to, force majeure, war, acts of terrorism or natural disasters. INVISIBLE will undertake to use reasonable commercial efforts to resume service as soon as possible.
15. LIABILITY
Under no circumstances shall INVISIBLE be liable for content published or distributed by the client or for the use made by the client of work delivered in accordance with a Contract, regardless of whether said content was created, reviewed, revised or translated in whole or in part by INVISIBLE. This limitation of liability in no way affects the professional liability of INVISIBLE that may result from the Contract, but solely the civil liability of INVISIBLE in the event of contractual dereliction or wrongful behaviour on the part of the client.
16. CONFIDENTIALITY
Any Quote submitted to the client contains protected and confidential information for exclusive use by the client. Such Quote is not to be disseminated, distributed or reproduced in whole or in part without the written authorization of INVISIBLE. INVISIBLE’s Chief Privacy Officer can be reached by email at privacy@invisibletranslation.com or by phone at +1 833-436-6331. INVISIBLE’s privacy policy can be consulted here.
17. APPLICABLE LEGISLATION
Any dispute respecting a Contract shall be resolved in the judicial district of Bedford, in the city of Granby, Canada, in accordance with the laws of Quebec. The client agrees to the election of domicile in the district of Bedford, and further agrees that the Contract shall be subject to the laws of the province of Quebec.
18. ENTIRETY OF THE TERMS OF SALE
The preceding clauses constitute the entirety of the terms of sale governing the contractual relationship between INVISIBLE and the client with respect to any Contract, and supersede any other previous verbal or written clauses, terms or agreements between them.
