AGREEMENT FOR SERVICES PROVIDED BY CLÉMENTINE TERRELL TRANSLATION

I, Clémentine Terrell, am engaged in providing English to French translation services (“the Service”). I will provide the Service according to the Terms and Conditions (“Terms”) set out below.

Any service purchased from me is subject to these Terms, and the Client acknowledges having read and accepted them.
These Terms take precedence over any Client terms and conditions for the Service, even if they exclude the applicability of these Terms.
This document sets out the Terms for the provision of the Service. It also sets out other important things that you need to know. Please read these Terms carefully before requesting any Service from me and agreeing to these Terms. These Terms form a legal agreement myself and my clients.
Please note that throughout this Agreement, “I”, “me”, and “my” refer to X, and “you”, “your”, and “yours” refer to you, the Client. I may refer to you and me collectively as “we” or “us”.

Why do we need these terms?

These Terms are the basis on which I perform the Service for you. These Terms are written in plain English so that we both understand our obligations to each other, which ensures a good working relationship between us.
These Terms are the basis for any contractual relationship made between us, whether written or oral, and whether these Terms are expressly mentioned or not.
These Terms are the terms for doing business with me, and these Terms will prevail over your terms of business.
No Service will be binding on me unless I agree to your terms of business in writing.
The Service will not be agreed and accepted until you have agreed to these Terms in writing by email or by signing below and returning these to me via email. Only then will I start providing the Service.

How much will it cost you?

We will talk money and agree on a Fee before I will start providing the Service.
The Fee will be based on the Service’s description, which you provide in writing, along with these Terms.
Only when you confirm you agree to the Fee and these Terms in writing and provide the material required for the Service, and only then, will this Fee be binding.
Any previous Fees provided in relation to this Service are not binding upon me.
Any quotation based on your description of the service required shall only be binding once full details of the Service and the requirements have been confirmed in writing.

How do you pay?

You must pay the Fee within 30 days of the date of the invoice issued to you.
OR
Until I get to know you a little better, I may ask that you must pay me a percentage of the Fee upfront when you agree to the Fee and these Terms. The remaining balance of the Fee must be paid within 30 days after delivery of the Service.
No one likes a bad payer, so you must ensure that the Fee has credited to my bank account, the details of which are provided on my invoice, within the specified time period.
If we’re going to be working together for a while, I may require payment in instalments.
If you are acting on behalf of a third party, you will be required to pay the full Fee in the event of non-payment by the third party.
You are also responsible for any transfer fees incurred when you pay me, and the amount on the invoice is the final amount that should credit my bank account.
The Service may be refused if previous invoices have been paid late or remain unpaid.

Delivery of the Service

We must agree upon a delivery date, the method of delivery and the format of deliverables together in writing before we sign this Agreement.
This delivery period only becomes binding when I have received a signed copy of these Terms, all the material required for the Service and complete instructions in writing via email from you.
I will do everything possible to meet the agreed deadline.
However, this remains purely indicative. Exceeding this deadline can under no circumstances be considered as grounds for you to terminate the Agreement. I can in no way be held responsible for a delay in delivery.
I will inform you if the delivery deadline indicated cannot be met and will always endeavour to propose a satisfactory solution for you. No delay will entitle you to reject any delivery or terminate the Agreement.

What happens if you want to vary the Terms of this Agreement?

If you make any changes to the Service described to me in writing upon which this Agreement is based at any time while the Service is in progress, which may include but are not limited to changing the original documents, the type or scope of the Service, increasing the quantity of material and/or the amount of work and/or increasing the reference material involved in the Service, I reserve the right to modify the Fee and/or the delivery period in respect of the additional work, or to refuse to complete the Service.
You must request any changes to the Service via email, and I must approve them in writing via email.
The Agreement may only be varied if I agree to this in writing. I’m under no obligation to agree to any variations.
If you fail to mention relevant information and/or change your mind about the Service’s requirements, I may vary the Fee accordingly or refuse to provide the Service.

What happens if you want to cancel?

If you cancel the Service, time is money, so I expect to be paid for the time I’ve spent on providing this Service.
The Fee payable will depend on when you cancel. You must notify me of any intention to cancel the Service via email.
If you cancel the Service in writing via email before I start the Service, you must pay me 15% of the Fee.
If you cancel the Service in writing via email during the Service, I will charge you the equivalent percentage of the Service already carried out. For example, if 25% or 50% of the Service has been carried out, you will be charged 25% or 50% respectively.
If you cancel the Service in writing via email when 100% of the Service has been carried out, you will be liable for 100% of the Fee.
If I have provided the Service and the Service has been delivered to you, you will have no right to cancel the Service.

Are you unhappy with my work?

I sincerely hope not, as I pride myself on offering clients the best service.
However, I am only human, so in the unlikely event that you want to make a complaint about my work, you must submit this via email to clem@clementineterrelltranslation.com within 7 working days after receiving the Service.

Can you keep a secret?

We need to keep things between us.
You must not disclose to third parties any information relating to my Fee, the Service provided or these Terms without my express written consent via email. In return, I will never disclose any aspect of these Terms or the Service that I provide for you without your written consent.
I take my clients’ confidentiality very seriously, so I am happy to sign a Non-Disclosure Agreement (NDA).
I expect the same discretion from you in return.
Confidential information does not include information that is or will be known to the general public or that I receive in any other way (unrelated to the Service). You shall be bound by this confidentiality regardless of the termination of these Terms.

Intellectual Property

You declare that you are the sole owner of the material sent to me and own the copyright and any other intellectual property rights required to carry out the requested Service.
You agree to indemnify me for any action against me by a third party for infringement of property rights, copyright or any other right concerning intellectual property.
My duty is limited to the translation of the documents provided for the Service and is in no way concerned with their content.
I shall not be liable if the source text does not allow for a reasonably good translation.
When it is agreed that copyright is to be assigned to you after translation, such copyright shall only be assigned when full payment for the Service has been received. Until such time, the copyright shall be owned by me.
Copyright may subsist in material in written or spoken form or recorded in electronic form. If I assign copyright and the translation is subsequently published, I expect you to acknowledge my work in the same way as for others involved in the publication, unless otherwise agreed (for example, in the case of promotional material).
If the translation is to be incorporated in a translation memory, I shall license the use of the translation for this purpose.
If the work I provide as part of the Service is in any way amended or altered without my written permission, I shall not be in any way liable for the amendments made or their consequences.
Unless otherwise agreed in writing, I acquire the copyright for all my creations (linguistic, graphic or any other).

Who is liable?

I will carry out the Service using reasonable care and skill and in accordance with the standards of the industry.
I am not liable for any errors in any original texts provided for the Service. That is solely your responsibility.
I cannot be held liable for any damage caused by a so-called computer virus or any other problem beyond my control.
Neither of us will, under any circumstances whatsoever, be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory misrepresentation or otherwise, for any:
● loss of profit,
● loss of goodwill,
● loss of business,
● loss of business opportunity,
● loss of anticipated saving,
● loss of corruption of data or information, or
● special, indirect, or consequential damage suffered by the other party that arises as part
of or in connection with these Terms.
Without prejudice to the above, my total liability arising as part of or in connection with these Terms, whether in contract, tort (including negligence) or restitution, or for breach of statutory misrepresentation, or otherwise, will in all circumstances be limited to the amount of the Fee for the Service.

Force majeure

If I cannot provide the Service because there is any delay in or failure of performance of my obligations in line with these Terms which arises from any cause beyond my reasonable control, including but not limited to an act of God, an act of government or state, war, fire, flood, explosion, infectious outbreak, pandemic, epidemic, illness or by any other reason beyond my control, I will not be liable.
Instead, I will notify you of the circumstances, and we are both entitled to withdraw from the legal agreement established in this Agreement.
You must pay me for any work completed.
I will make a reasonable effort to source a replacement who possesses equivalent skills and qualifications. You will be consulted about this replacement.

Entire Agreement

This Agreement forms the entire agreement between you, the Client and me, Clémentine Terrell.
This Agreement supersedes any prior agreements and communications between us to this Agreement, whether oral or written.
You confirm that you have not relied on any representations in entering into these and any other terms and conditions with me.
Nothing in these Terms shall limit liability for any fraudulent misrepresentation.
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the parties’ intent is effectuated, and the remainder of this Agreement shall have full force and effect.

Which law applies to our legal relationship?

This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law.
We agree to submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising under or in relation to this Agreement.

We must both confirm that we have read and agreed to the Terms of this Agreement before working together.