Terms of sale
TERMS
WORK INSTRUCTIONS
The client must communicate any special instructions or specific requirements (hereinafter the “Work Instructions”) when submitting their files (hereinafter the “Work Files”) to INVISIBLE Translation Inc. (hereinafter “INVISIBLE”) to obtain a quote (hereinafter the “Quote”), so as to ensure accurate processing and fulfillment, and avoid extra charges. This includes, but is not limited to, specific formatting preferences, local language requirements, technical terminology, document layout and reproduction, or any special handling instructions that may impact any and all files to be delivered to the client (hereinafter the “Deliverables”) as well as the scope and timelines of the work. Failure to provide Work Instructions as specified above may result in delays, adjustments to the delivery schedule and additional fees, determined at INVISIBLE’s sole discretion, to cover the costs associated with revising or reprocessing the work to meet these belated specifications.
COMPUTER-READABLE TEXT
It is the client’s responsibility to provide INVISIBLE with computer-readable text, defined as information or data in a standardized digital format that allows for seamless processing, interpretation and use by a computer or automated systems without human or manual intervention (hereinafter “Legible Text”). Any text that is not Legible Text (hereinafter “Illegible Text”) shall be excluded from the scope of any work undertaken by INVISIBLE unless expressly agreed otherwise in writing. This includes, but is not limited to, authentication stamps, official seals, certification marks, handwritten notes, scanned images, non-editable tables, graphs or images, and any other distinctive notations or insignias present within the Work Files, as well as items presented in a small font or that are too small to be read by the naked eye, or any other content that may not be readily discernible to ensure its full inclusion and accurate representation in the translation, or low-quality reproductions, which generally require extended processing or conversion. Failure to submit Legible Text may result in certain items being considered outside the scope of the work and omitted from the translation or marked as illegible, for which INVISIBLE shall not be held liable. Unless otherwise stated in the Quote, any text of a Work File 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 considered Illegible Text. If the client requests that INVISIBLE process Illegible Text as an extension of the scope of the project, such services shall be billed according to the hourly rate (hereinafter the “Hourly Rate”) specified in the fee schedule in effect at that time (hereinafter the “Fee Schedule”), including a minimum charge of one (1) hour billable at the Hourly Rate. INVISIBLE reserves the right to submit a partial translation to the client for the specific purpose of identifying sections of the source text that INVISIBLE deems illegible, unclear or otherwise unsuitable for accurate processing. This preliminary submission allows the client the opportunity to review these portions and furnish INVISIBLE with a clearer, computer-readable version of the Illegible Text, or to provide any necessary clarification. INVISIBLE emphasizes that obtaining Legible Text is critical to the quality and completeness of the Deliverables. The client acknowledges that delays in providing such Legible Text may impact the work timelines, potentially resulting in adjusted delivery dates. Furthermore, INVISIBLE reserves the right, at its sole discretion, to apply additional fees, in accordance with the Fee Schedule, should substantial rework or extended processing be required due to Illegible Text. INVISIBLE shall 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 Work File 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, authentic and Legible Text and documents, where appropriate, for the purposes of executing the contract (hereinafter the “Contract”).
QUOTE
The price stated in the Quote submitted to the client is valid for five (5) days from the date of issue, unless otherwise specified in writing. Upon acceptance of the Quote by the client, a Contract for language services is concluded between INVISIBLE and the client. 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) business 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 within the prescribed timeframe, 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 any Deliverable is delivered to the client (hereinafter the “Delivery”). The delivery date specified in the Quote (hereinafter the “Delivery Date”) shall be calculated from the next business day following confirmation by INVISIBLE of receipt of the required deposit or full payment, as the case may be, contingent upon the client’s timely fulfillment of all payment obligations. For the intent and scope of these terms of sale (hereinafter the “Terms of Sale”), a business day shall be defined as any day when normal business operations are conducted, excluding weekends and public holidays (hereinafter “Business Day”). Any payment made by the client that is rounded down will be considered incomplete and client’s order processing will be put on hold until full payment has been received by INVISIBLE. The Delivery Date applies exclusively to the production of Deliverables and immediate Delivery via email or any other instantaneous delivery method. Any additional time required for Delivery by third-party services, including, but not limited to, postal carriers, couriers or other shipping providers, shall not be included within or governed by the Delivery Date. In cases where the client is also required to complete and submit a form to initiate production, the Delivery Date shall instead be calculated from the next Business Day following receipt of the completed form. Should the client fail to submit any required form, such omission shall be deemed by INVISIBLE as material non-compliance with the conditions necessary for the execution of the Contract. Consequently, INVISIBLE reserves the right to suspend all contractual obligations and place the Contract on hold until such time as any and all duly completed forms are received. During this period of suspension, any agreed-upon timelines, schedules, or associated commitments shall be rendered void and shall remain in abeyance until full compliance by the client. Any delays or disruptions resulting from such suspension shall be attributed solely to the client, absolving INVISIBLE of any responsibility for resultant impacts on the Deliverables or the Delivery.
ACCEPTANCE OF THE TERMS OF SALE
The client acknowledges that by entering into a Contract with INVISIBLE, the client has accepted INVISIBLE’s Terms of Sale in full and without reservation, as these Terms of Sale were initially presented upon Quote submission. Accordingly, the client agrees that they may not impose their own conditions, nor override, amend or modify INVISIBLE’s Terms of Sale when accepting any preliminary submission, partial deliverable or document provided by INVISIBLE for the purpose of executing the Contract. INVISIBLE’s Terms of Sale shall govern the entirety of the contractual relationship, and any deviation shall require explicit written agreement by INVISIBLE. Additionally, the client agrees that INVISIBLE’s Terms of Sale may be updated at any time without notice, with such updates taking effect immediately upon implementation, except during the execution of the Contract.
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 billed at the applicable Hourly Rate in accordance with the Fee Schedule for the time spent making the modifications, including a minimum charge of one (1) hour. In the event that the client requests a modification to the delivery address previously agreed upon, provided or already used for shipping, or if the requested delivery address is located in a different province or country than that initially specified by the client or reasonably assumed by INVISIBLE, any administrative costs arising from such a change shall be borne exclusively by the client, including a minimum charge of one (1) hour billable at the Hourly Rate. Furthermore, any adjustments to the delivery location may result in revised delivery schedule, for which INVISIBLE shall bear no liability. The client acknowledges that these costs and potential delays are a direct result of the delivery address modification and accepts responsibility for all associated impacts on said delivery schedule.
COMMUNICATION AND DATA PROCESSING
By engaging with INVISIBLE’s services, the client acknowledges and agrees to assume full responsibility for potential risks and liabilities associated with the exchange of electronic information. INVISIBLE shall not be liable for any damages, losses or disruptions resulting from the transfer of data through electronic means. This includes, but is not limited to, risks posed by viruses, malware, ransomware, spyware, adware, rootkits, trojans or any other known or unknown harmful components. Potential impacts may include financial losses, data corruption, unauthorized access to confidential information, operational downtime, reputational damage or loss of business opportunities. The client further agrees to indemnify INVISIBLE against any claims related to these risks, understanding that this disclaimer applies across all digital communication channels with INVISIBLE. The client expressly assumes responsibility for ensuring that any files, documents or electronic transmissions provided to INVISIBLE are free from harmful content, including malicious code, unlawful data or technological threats. Should such materials cause financial, operational or reputational harm to INVISIBLE, INVISIBLE reserves the right to seek reparations, including compensatory, punitive or statutory damages to address any resulting impact. Additionally, the client agrees to indemnify and hold INVISIBLE harmless from all related losses, damages, expenses, legal fees and costs associated with processing or handling harmful files or data. This responsibility extends to all actions necessary to prevent unauthorized access or data compromise, underscoring the client’s duty to maintain appropriate security standards for materials provided to INVISIBLE. The client is responsible for ensuring that their email system can receive communications from INVISIBLE, including checking spam or junk folders regularly. In cases of identity theft, data mishandling or data leaks, the client agrees to indemnify and hold INVISIBLE harmless from any claims, legal action or damages arising from such incidents, including legal fees or costs incurred in responding to these events. This indemnification extends to individual and collective grievances stemming from data misuse or compromise, except where liability is mandated by applicable law. INVISIBLE disclaims liability for any delays in Delivery, missed deadlines, disruptions or lapses in communication due to client-side email issues, such as messages blocked by firewalls or misdirected by filtering software. Any communication failure resulting from inadequate configuration of the client’s email system absolves INVISIBLE from associated liabilities, particularly regarding delays in Contract timelines or failure to meet agreed milestones.
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. Unless previously agreed in writing by the client and INVISIBLE, any translation Contract billed on a per-word basis shall be invoiced based on the word count of the Work Files, compiled using the integrated word count function of the latest version of Microsoft Word that INVISIBLE uses. This applies regardless of whether the Work Files covered by said Contract contain repeated content (hereinafter the “Repetitions”), and irrespective of the nature, scope or extent of these Repetitions, whether perfectly identical or not. Such Repetitions shall be considered new words and therefore be fully invoiced in accordance with the Fee Schedule. Any Contract for services such as consulting, revision, proofreading, writing or linguistic data compilation shall be billed at the Hourly Rate. When requested to undertake proofreading services—whether for general documents, reports, webpages or similar materials—the scope of INVISIBLE’s responsibilities shall be expressly limited to the review, verification and correction of the Legible Text as defined herein. The client acknowledges and agrees that INVISIBLE’s engagement is confined solely to the textual elements of the document and does not encompass the validation, verification or assessment of non-textual components, including, but not limited to, numerical data accuracy (such as percentages, figures and calculations). Furthermore, the client expressly authorizes INVISIBLE to make full use of any Work File supplied to INVISIBLE in order to generate 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 Work Files to a third party. For official documents, unless expressly agreed otherwise in writing, INVISIBLE will provide one (1) hard copy of any official translation. Should the client require additional copies, these may be requested for an additional fee, calculated in accordance with the Fee Schedule. Any shipping fees or associated delivery costs incurred in providing these additional copies, where applicable, shall be the responsibility of the client. The client’s preferred format for receiving official document translations—whether a hard copy, electronic version or both—shall be considered a Work Instruction and must be clearly specified at the outset of the Contract. Failure to provide such specification may result in additional fees to cover the costs associated with preparing and delivering alternate formats. The client acknowledges that any changes to the preferred delivery format made after the initiation of the Contract may also be subject to additional charges, in accordance with the Fee Schedule, including a minimum charge of one (1) hour billable at the Hourly Rate.
CLIENT OBLIGATIONS
INVISIBLE shall not be responsible for missed deadlines or service disruptions due to the client’s failure to comply with INVISIBLE’s requests and instructions, such as completing forms or providing accurate delivery information in a timely manner. Should the client’s delays cause additional costs, these may be invoiced to the client, who agrees to assume responsibility for all resulting expenses. The client must provide timely approval for all Contracts, especially those designated as either priority or urgent, as set forth herein. INVISIBLE shall not be liable for delays, missing Deliverables or any negative work outcomes arising from the client’s failure to authorize necessary agreements. A delay in approval may compromise INVISIBLE’s ability to meet specified deadlines or Contract milestones. Any additional expenses incurred due to such delays, particularly in pressing cases, may be billed to the client, who consents to cover these costs as necessary.
TECHNICAL ASSISTANCE
In circumstances where INVISIBLE must extend its assistance beyond the standard course of procedures to facilitate the client’s completion of a transaction, submission of Work Files, production of invoices, or similar administrative or technical tasks, INVISIBLE reserves the right to charge the client for such additional support in accordance with the Fee Schedule, including a minimum charge of one (1) hour billable at the Hourly Rate, with the potential for additional charges if the client requires extensive guidance due to unfamiliarity with internet usage, online platforms, document-sharing applications, digital submission portals, cloud storage systems or other modern digital tools and software essential for file transfer, review or payment. This charge may also apply where the client encounters difficulties in adhering to INVISIBLE’s clearly stated requirements and instructions such as file specifications, required submission protocols, or adherence to standard digital communication practices, or if the client requires repeated explanations, step-by-step assistance or hands-on support to complete any necessary actions. INVISIBLE will make every reasonable effort to provide this support quickly, efficiently and courteously, and the client acknowledges that fees may be applied proportionate to the level of assistance required, at INVISIBLE’s sole discretion.
LANGUAGES, LOCALES AND STYLES
Unless otherwise specified by the client or expressly agreed otherwise in writing, INVISIBLE will default to the North American language locales (hereinafter the “Language Locale”) for English, Spanish and French, that is Quebec French, Canadian English and Mexican Spanish. For the purposes of these Terms of Sale, Language Locale refers to a distinct linguistic and cultural variant of a language specific to a geographic region. This encompasses not only the language itself but also regional conventions and preferences, including, but not limited to, spelling, grammar, date and time formats, currency, units of measurement and other culturally relevant details (hereinafter the “Language”). If any Work File is submitted for translation in one of Canada’s official languages, INVISIBLE will assume the other official language of Canada as the intended target language by default, unless otherwise specified in writing by the client. The client acknowledges that it is their responsibility to clearly specify the desired Language Locale before the outset of the Contract, as certain locales may incur higher costs than others based on the specific requirements involved and may be subject to an additional fee. Similarly, the client is responsible for clearly defining and confirming the intended style for all Deliverables (hereinafter the “Style”). Recognizing that writing styles vary widely—ranging from plain English and formal academic to technical, conversational and beyond—the client agrees that it shall be their duty to communicate specific stylistic preferences and standards to INVISIBLE, including any style guides. INVISIBLE, while committed to fulfilling the client’s stated requirements to the best of its capacity, cannot be expected to intuit or anticipate stylistic expectations that have not been specified. The client acknowledges that INVISIBLE shall adhere strictly to the style instructions provided as Work Instructions, and any subsequent modifications or clarifications regarding style may be subject to additional fees in accordance with the Fee Schedule. Languages, Language Locales and Styles shall be considered as Work Instructions under these Terms of Sale.
REFERENCE MATERIAL
The client may, at their discretion, provide INVISIBLE with reference materials, glossaries, style guides, lexicons or other resources intended to guide the execution of the Contract. While INVISIBLE welcomes and values such materials as they may contribute to the customization of the Deliverables and their alignment with the client’s preferences, any and all such reference materials shall be regarded as Work Instructions under these Terms of Sale. INVISIBLE reserves the right to determine the extent to which these materials will be utilized to ensure that their consultation or application does not unduly compromise INVISIBLE’s production capacity, efficiency or ability to remain competitive and profitable within the scope of the Contract. The client acknowledges that the use of extensive reference materials should not impede INVISIBLE’s capacity to perform its services in a timely and economically viable manner, nor should it introduce excessive complexity or create unreasonable operational demands that could detract from INVISIBLE’s ability to uphold its standards of productivity and competitiveness. Should the integration or consultation of such materials present a risk of impeding INVISIBLE’s workflow, impacting agreed timelines, diminishing profitability or otherwise imposing an undue burden on INVISIBLE’s resources, INVISIBLE reserves the exclusive right to invoke any provisions contained herein to protect its interests and ensure that the Contract is executed under commercially reasonable terms. INVISIBLE’s primary commitment remains the Delivery of high-quality services and Deliverables within the defined scope, budget and timelines, and it shall exercise its professional discretion in balancing the use of reference materials with its capacity to meet these obligations efficiently. The client hereby agrees that INVISIBLE shall retain full discretion over the degree of reliance upon any reference materials provided, so as to maintain operational viability and effectiveness.
CANCELLATION
If a Contract in progress is cancelled by the client or INVISIBLE, 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 full payment 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 Work Files submitted by the client are of inconsistent, unacceptable or insufficient quality, where the client’s requirements are burdensome, excessive, unreasonable or inappropriate, or where the Work Files submitted by the client are hateful or contrary to law and order.
DEFINITIVE NATURE
As a professional service provider, INVISIBLE reserves the right to determine when the Deliverables of a Contract—including, but not limited to, a translation, revision, proofread document, written copy or officially translated document—shall be considered final and definitive (hereinafter “Definitive Work”). In cases where the client exhibits undue focus or fixation on cosmetic or otherwise immaterial details that diverge from the original Contract scope and that do not substantively impact the quality, accuracy or integrity of the Deliverables, INVISIBLE reserves the right to regard such requests or demands as irrelevant to the contracted scope of work. INVISIBLE shall therefore exercise its professional discretion to conclude that the Deliverables are final, definitive and fully compliant with the agreed-upon specifications. However, should the client wish to pursue cosmetic modifications or adjustments that fall outside the original scope of the Contract, INVISIBLE may, at its sole discretion, choose to accommodate such requests for an additional fee determined at INVISIBLE’s sole discretion. The client shall be informed in advance that the requested changes are considered cosmetic and subject to additional fees, which the client must approve in writing prior to commencement of any such work. This accommodation shall be provided strictly at INVISIBLE’s sole discretion and under terms mutually agreed upon by both parties. 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 webpage, website, document, image, video and so on, a fee shall be billed at the applicable Hourly Rate, including a minimum charge of one (1) hour billable at the Hourly Rate, whenever such a request is made by the client. The client acknowledges and agrees that INVISIBLE’s judgment regarding the completion and quality of its Deliverables shall be deemed conclusive and binding, even in the event of any client dissent. By accepting these Terms of Sale, the client waives the right to challenge INVISIBLE’s professional discretion in finalizing any contracted work and, therefore, waives the right to seek compensation or make claims arising from the quality of the Deliverables so deemed final. Notwithstanding the foregoing, INVISIBLE is committed to client satisfaction and will do everything commercially reasonable to provide the client with high-quality work, services and Deliverables (hereinafter the “End Result”). However, it is possible that the client’s opinion of the quality of the End Result may differ from that of INVISIBLE. If the client is dissatisfied with the End Result produced by INVISIBLE, it is understood that the client may freely question the quality of the various works, services and Deliverables 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 End Result produced by INVISIBLE shall be considered Definitive Work, and no compensation shall be provided to the client.
MINIMUM FEES
Regardless of the nature or form of the language service rendered, minimum fees are billable to the client for any Contract in accordance with the Fee Schedule and the Terms of Sale set out herein. In the case of work billed by the hour, fees shall be billed at the applicable Hourly Rate set out in the Fee Schedule, 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, regardless of the nature of the language services required by the client, a fee shall be billed for each of said languages at the applicable Hourly Rate, including a minimum charge of one (1) hour per language. If a Work File supplied to INVISIBLE includes more than one (1) language, and one (1) or more of the languages in the Work File is or are covered by the Contract, a fee shall be billed at the applicable Hourly Rate, including a minimum charge of one (1) hour per language.
PRIORITY CONTRACT
A Contract is given priority status when the client requests preferential treatment from INVISIBLE with regard to the deadline imposed for the execution 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 Delivery Date 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 or other 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 the 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.
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 deadline imposed for the execution of said Contract, including the need for INVISIBLE to work extended hours or overtime in order to execute 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 timeframe 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 or other cost basis, is subject to a seventy-five percent (75%) surcharge. 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 the case of refusal by the client of the Urgent Contract, INVISIBLE will treat the Contract as any other non-Urgent and non-Priority Contract on a first-come, first-served basis. By definition, any Contract requiring Delivery within less than 24 hours or by 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. Any Contract submitted on a Friday or the last Business day of the week when Friday is a holiday, either in the morning or the afternoon of that day, with a requested Delivery Date of the following Monday or the next Business Day if Monday is a holiday, whether for the morning or afternoon of that day, shall always be considered to be an Urgent Contract, unless otherwise agreed in writing, and thus carries a seventy-five percent (75%) surcharge.
AVAILABILITY AND CAPACITY
The client acknowledges that INVISIBLE operates within a standard work schedule and that its availability and capacity to accept new requests fluctuate based on ongoing workload and operational demands. INVISIBLE processes requests on a first-come, first-served basis, and availability is thus subject to change continually without prior notice. While INVISIBLE makes every effort to accommodate client requests in a timely manner, INVISIBLE cannot and does not guarantee immediate availability or expedited service unless provided for under a retainer agreement (hereinafter the “Retainer Agreement”). INVISIBLE reserves the right to manage and prioritize workflow based on existing commitments, resource allocation and current capacity. The client understands and accepts that all service requests will be attended to in accordance with this policy and that timelines may be adjusted accordingly. However, the client has the option to request either preferential or highly preferential treatment from INVISIBLE to expedite their requests, as set forth herein. The feasibility of such preferential and highly preferential treatments, however, remains subject to the same operational constraints and capacity considerations governing standard requests. INVISIBLE’s first-come, first-served functional basis for processing requests also applies to Priority Contracts and Urgent Contracts.
TEMPORARY RATE INCREASE
Should the client request an extraordinary or urgent volume of services within a condensed timeframe, particularly where no prior notice has been provided, INVISIBLE reserves the right to apply a temporary rate increase to allocate the necessary resources and ensure that the client’s needs are met promptly. While the Fee Schedule may serve as a general frame of reference, INVISIBLE is under no obligation to align the temporary rate increase with standard rates, past rates, current rates, typical rates, customary rates, base rates, regular rates, benchmark rates or prevailing rates, given the exceptional nature of the request. The rate applied shall be determined at INVISIBLE’s sole discretion, based on what INVISIBLE deems reasonable under the circumstances to fulfill the client’s requirements efficiently. The client will be notified in advance of such a rate adjustment and must provide written approval before work commences. Should the client decline the proposed temporary rate increase, INVISIBLE will process any and all Contracts as standard, non-priority and non-urgent Contracts on a first-come, first-served basis. Accordingly, such Contracts will be managed within the standard workflow governing all pending Contracts, and turnarounds will be adjusted accordingly.
HOLIDAY AND YEAR-END CLOSURE POLICY
INVISIBLE values the well-being of its team members and reserves the right to take a recharge period at the end of each year, closing its offices for two to four weeks in December to accommodate time-off requests, statutory holidays and year-end celebrations. Execution of Contracts during this period are also subject to the AVAILABILITY AND CAPACITY clause, as INVISIBLE’s team members and collaborators may be taking time off as well, thus limiting overall capacity and response times. Therefore, the client shall plan work timelines accordingly as any request submitted during this period, provided it can be processed as requested, will be considered an Urgent Contract. INVISIBLE also reserves the right to apply the TEMPORARY RATE INCREASE clause or other fees to account for the urgency of these potential requests.
RETAINER AGREEMENT
Any fee paid by the client to secure INVISIBLE’s availability and commitment of resources is non-refundable and may be set at a fixed rate or otherwise, as outlined in the established Retainer Agreement. The client acknowledges that this Retainer Fee reflects the allocation of INVISIBLE’s resources based on the anticipated requirements at the time of the agreement. INVISIBLE reserves the right to adjust the Retainer Fee on an annual basis, or when deemed appropriate at INVISIBLE’s sole discretion, to account for changes in costs, operational demands or other relevant factors. Additionally, should the client’s requirements, expectations or work scope evolve in a manner that imposes additional demands on INVISIBLE beyond those initially anticipated or agreed upon, INVISIBLE may, at its sole discretion, initiate a renegotiation of the Retainer. In such cases, INVISIBLE reserves the right to terminate the current Retainer Agreement and issue a revised agreement reflecting the adjusted level of service and resources required, which shall be submitted to the client for approval. Any fee adjustments shall be communicated to the client in advance and implemented only upon mutual agreement or, where applicable, upon the establishment of the revised Retainer Agreement.
PAYMENT
Unless otherwise specified in writing by INVISIBLE, the default currency for billing is the Canadian dollar (CAD) and invoices are payable upon receipt. Any overpayment or positive balance 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 (1) thousand Canadian dollars (CAD1,000.00). Exceptions to this limit may be made at INVISIBLE’s sole discretion on a contractual basis. Personal cheques, payment in kind and payment in cash are not accepted. Should the client make a payment through one of INVISIBLE’s automated payment portals in response to a Quote after the validity period set forth herein has expired, INVISIBLE reserves the right, upon careful consideration, to either decline the request and issue a refund, minus a twenty percent (20%) administrative cost, or adjust its fees based on factors including, but not limited to, current availability of resources, existing commitments and scheduling constraints, the applicable Fee Schedule, demands on resource allocation, feasibility and practicality of accommodating the request, logistical considerations, operational workload, anticipated Contract timelines or any other pertinent business or operational concerns.
INTEREST
Daily interest charges of zero point zero eight two one six percent (0.08216%) (i.e., thirty-four point ninety-five percent [34.95%] 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.
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. In the event that a third party engaged by INVISIBLE is, for any reason, unable to complete the tasks assigned, and INVISIBLE is required to reassign the work or secure an alternate third party to fulfill the contractual obligations, INVISIBLE reserves the right to seek appropriate compensation from the client, with the client’s prior written consent, to cover all or a portion of the additional costs incurred. Such costs may include, but are not limited to, transportation, delivery, reprinting and other related expenses necessary to ensure completion of the services.
FORCE MAJEURE
INVISIBLE shall not be liable for failure to perform its obligations as 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, natural disasters, disease outbreaks, incapacities, illnesses or other health-related events affecting personnel or operations. INVISIBLE will undertake to use reasonable commercial efforts to perform its obligations as soon as possible.
LIABILITY DISCLAIMER
Under no circumstances shall INVISIBLE be liable for content published or distributed by the client or for the use made by the client of the Deliverables in accordance with a Contract, regardless of whether said content was created, reviewed, revised or translated, for instance, 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.
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 telephone at +1 833-436-6331. INVISIBLE’s privacy policy can be consulted here.
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.
SEVERABILITY
If any court or judge of competent jurisdiction determines that these Terms of Sale or any provision hereof is excessively broad in its juridical mandate or scope, such court or judge shall have the authority to reduce the scope to the extent deemed necessary to conform to applicable law. All provisions and clauses within these Terms of Sale, however, shall remain in full force and effect to the maximum extent permissible by law.
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.
