Terms and Conditions

Welcome to TransLex! These terms and conditions (“Terms”) constitute a legally binding agreement between you (the “Client”) and TransLex, a company incorporated in France, the registered office of which is at 34, rue Guillaume Tell - 75017 Paris, France (TransLex) regarding access to and use of the TransLex website or any other website operated by TransLex (Website) and its translation and any other services provided by TransLex (Services).  By accessing or using the Website or Services, you agree to be bound by these Terms and Conditions. If you do not wish to be bound by the Terms and Conditions of the Services provided, you should not use any of the Services and you should leave the Website. TransLex reserves the right to modify the Terms from time to time. Such changes are effective immediately, from their date of publication on the website. Your commitment to read the Terms from time to time in order to be apprised of modifications, and the continued use and access to the website and services will be deemed proof of your acceptance of the Terms as modified.

Terms of Sale(s) of the Services(s)

These Terms, together with any Order (as defined below) that has been accepted by TransLex, constitute the whole agreement between the parties, except where the parties have otherwise specifically agreed in writing.

Definitions

For the purposes of these Terms, the following words and expressions shall bear the meanings shown:

Clients Material(s) means any document(s) or other material(s), whether in the form of hard copies, fax or electronic or other files that the Client transmits or otherwise provides to TransLex, using the Website or other means of communication, that are intended to be the subject of the Services hereunder.

Order means each order or formal request by the Client for the provision of Services.

Translation(s) means the Clients Material(s) as translated by TransLex into the language(s) specified by the Client.

General Terms

The charge for Translations(s) is based on word-count, language(s) or language combinations, industry field, response time, whether the Client also requests a proof reading and/or other services requested. The word-count shall be determined by TransLex, and such determination shall be final and non-negotiable.

All prices and rates quoted are subject to change without prior notice to formal acceptance by TransLex of any Order. TransLex reserves the right to charge for additional Services requested by the Client after an Order has been accepted.

It is understood that Translation(s) will not form the substance of any legal agreement without prior review by a competent professional in the country of intended use.

TransLex will not be liable to correct any errors or omissions that were inherent in the original Clients Material(s) and which may or may not affect the quality of the Translation(s).

TransLex reserves the right to refuse the translation of any Clients Material(s) that is/are of an offensive nature, defamatory, obscene, in breach of any statutory or regulatory obligation, or is/are otherwise considered inappropriate by TransLex, in its sole discretion.

If the Client and TransLex agree that Services can be provided on an account, then the following terms shall be applicable:

(A) the first named person on the account is the authorized user, who has authority to add/remove users to the account;

(B) additional users can be added to one account by means of the authorized user notifying TransLex, and such additional users shall have access to the Website and use of the Services. It is the responsibility of the Client to nominate and remove users, TransLex accepts no liability in relation to user access to the account; and

(C) payment can be made via multiple credit cards or by purchase order. TransLex will need to approve the purchase order prior to any Order being commenced and the Client agrees that TransLex may conduct credit card verification checks before accepting a purchase order. 

When responding to a Client’s request for a Translation, TransLex will provide a quote, an estimate or fee rate to the Client, or otherwise refer to the basis of charges previously agreed with or notified to the Client. By accepting the quote, estimate or fee rate, the Client accepts these Terms and authorizes TransLex to proceed with translation of the Clients Material(s).

In a quote, TransLex may offer to the Client various options, at different prices or rates. By accepting a quote, estimate or fee rate, the Client accepts that TransLex, in performing the Services, substitutes the option chosen by another option that is quoted at the same price or at a higher price. In such case, the Client shall not be entitled to claim financial or other compensation of any sort for such substitution. By accepting a quote, estimate or fee rate, nothwistanding any confidentiality agreement between TransLex and the Client, the Client also accepts that TransLex use the Client's name, logo or likeness, for promotional purposes or otherwise, including to present the Client to the public, on the Website or elsewhere, as TransLex's client, and the Client agrees to indemnify, defend and hold harmless TransLex for any claim, suit or other proceedings resulting or in connection with such use.

If the Client fails to pay TransLex any sum due pursuant to these Terms, the Order or otherwise, TransLex reserves the right to cancel any discount previously agreed with or offered to the Client. Also, the Client will be liable to pay interest to TransLex on such sum from the due date for payment at the annual rate of 2% above the base interbank lending rate from time to time, accruing on a daily basis until payment is made, whether before or after any judgement. TransLex reserves the right to claim interest under the laws or regulations applicable in the country where the Client is located. If any such sum remains unpaid on the due date, all other outstanding sums payable by the Client shall become due and payable immediately. 

Times for expected receipt of the Translation(s) are displayed at the time of order. TransLex will use reasonable endeavours to meet these deadlines but does not accept liability for any delay in delivery. TransLex reserves the right to amend the delivery date and will make all reasonable efforts to contact the Client if there is any change in the specified delivery date.

Unless otherwise agreed by TransLex, all payment for Services or other work performed by TransLex is due and payable at the date of order or, if later, on the date of the invoice, unless an account using an approved purchase order system has been established, in which case, payment is due thirty (30) days ensuing the date on the invoice. Accounts will normally be invoiced monthly. In the case of such accounts, TransLex will only accept Orders from authorized account users and TransLex reserves the right, but shall not be required, to validate any Order prior to commencing any work. TransLex reserves the right to decline any Order or to cancel any Order prior to delivery, irrespective of whether the Client is an individual or account user. Accounts using an approved purchase order system will be invoiced at the end of each calendar month for all Orders completed within the month, or at such other intervals as TransLex may, in its sole discretion decide.

Payment must be in the currency stated in the relevant invoice, and any payment fees (wire transfer, etc.) must be borne by the Client.

The Client has five (5) working days from receipt of the final Translation(s) to inform TransLex of any errors or omissions contained in the Translation(s). TransLex will make the necessary corrections free of charge and within a period of time equal to that which was agreed upon for the original Order.

TransLex Warranties

TransLex warrants that Translation(s) will meet reasonable commercial standards of translation by a bilingual translator with reasonable skills in translating the concepts and terminology of industry-specific text with, and if such Service forms part of the Order, proof-reading by a second translator.

Limitations on Liability

The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party in respect of any breach of these Terms, and any representation, statement or tortious act or omission (including without limitation, liability in negligence) arising under or in connection with these Terms or Services.

Except as expressly and specifically provided in these terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

Nothing in these Terms excludes the liability of either party for death or personal injury caused by such party’s negligence or for fraud or fraudulent misrepresentation.

Neither party shall be liable for loss of profits, loss of business, depletion of goodwill or similar losses, for loss of anticipated savings, for loss or corruption of data or information, any special loss, any indirect loss, any consequential loss, any pure economic loss, costs, damages, charges or expenses.

Each party’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services or these Terms shall be limited to an amount equal to the amount actually paid by the Client to TransLex pursuant to the Order in respect of which the claim arose.

Client Warranties

The Client represents and warrants that it owns or is licensee of or is otherwise lawfully entitled to possess, use, reproduce and translate the Client Material(s) and all components thereof, and that translation of the Client Material(s) and publication, distribution, sales or other use of the Translation(s) shall not infringe upon any copyright, trademark, patent or other right of any third party.

The Client represents warrants and undertakes that Client Material(s) provided to TransLex is/are of good quality andfree of errors or spelling mistakes.

The Client agrees not to use any device, software or routine which may interfere with the proper operation of the Website or whichmay have a contaminating or detrimental effect on the Website.

In the event that the Client breaches these Terms, TransLex reserves the right to terminate immediately any binding contract between Translex and the client, whereupon the Client shall pay the full purchase price provided hereunder, of the Services completed and for all work in progress. In the event that TransLex breaches these Terms, the Client shall have the right to terminate whereupon TransLex shall return to the Client all Client Material(s) and data supplied by the Client together with all Translation(s) that exist(s) upon the date of termination.

All rights, titles and interest in and to the Clients Material(s) and, except as hereunder provided, the Translation(s), and any and all copyright, know-how and trade secrets therein are and shall remain the sole and exclusive property of the Client, provided that the Translation(s) and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of TransLex until TransLex shall have been paid in full for such Translation(s).

The Client agrees and acknowledges that TransLex is the sole and exclusive owner of all rights, titles, and interest in and to all methodology, information, software and databases used in relation to the Website and in providing the Services, including the translating of the the Clients Material(s), and inventions, methodology, innovations, know-how, and databases developed by TransLex in the course of translating the Client Material(s), including any and all patent rights, copyrights, know-how, and trade secrets therein, unless and to the extent otherwise agreed in writing between TransLex and the Client.

The nature of the work performed and any information transmitted to TransLex by the Client shall be treated with complete confidentiality. TransLex shall not, without prior consent of the Client, divulge or otherwise disclose such information to any person other than authorized employees, agents, suppliers or sub-contractors of TransLex and shall procure that persons are themselves bound by equivalent confidentiality obligations. The provisions of this clause shall not apply in the event that TransLex is required by law, regulation or court order to divulge such information nor in the event that such information is or becomes a matter of public knowledge other than by disclosure by TransLex. TransLex shall nevertheless, unless otherwise specified by the Client, be authorized to add the Client's name to its client list (visible online or otherwise), as well as to mention the nature of the documents handled so long as the identity of the Client and that of any person or entity mentioned in the document(s) cannot be publicly ascertained.

TransLex may use software technologies (Translation Technologies) with a view to improving its services to its clients and making those services more cost-effective. TransLex may use existing translations to “train” the Translation Technologies so that they may perform their functions more effectively. Without prejudice to TransLex’s obligations, the Client hereby agrees that TransLex shall be permitted to use the Client’s Translations to “train” the Translation Technologies.

The Client shall indemnify, protect and not hold TransLex, its owners, directors, officers, employees, representatives, agents, successors, and assigns liable for and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incidental to any claim, action or demand based on (i) the performance of these Terms by either party, (ii) the Client’s breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any item(s) by the Client, (iv) any taxes and duties, levies, tariffs or like fees that may be imposed by any government or regulatory authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by the Client, or (v) any claim that any element of the Translation(s) infringes any copyright, trademark, patent or other proprietary right.

TransLex may terminate the rights of the Client under these Terms or under any other agreement between TransLex and the Client without cause at any time and with immediate effect.

TransLex shall have no liability to the Client or be deemed in breach of these Terms or any Order by reason of any delay due to any cause beyond TransLex’s reasonable control.

All disclaimers, indemnities, exclusions, limitations and confidentiality obligations in these Terms shall survive termination for any reason.

If any part of these Terms is held to be unlawful, invalid or unenforceable, that part shall be deemed severed and the validity and enforceability of the remaining provisions of these Terms shall not be affected.

TransLex may modify these Terms at any time and such modification shall take effect from the date that the amended Terms are available for viewing on the Website or are otherwise communicated.

These Terms and any Order are to be governed by and construed in accordance with French law. The Client and TransLex hereby submit to the non-exclusive jurisdiction of the French courts.

Terms of Use of the Website(s)

IP, Copyright, Licenses and Idea Submission

Our services are made available for personal and non-commercial use only. The content and software of TransLex are the property of TransLex and/or its suppliers and are protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for your own personal non-commercial use) from TransLex. You are specifically not allowed to re-sell, deep-link, use, copy, monitor (e.g., spider, scrape, etc.), display, download or reproduce any content or information, software, products or services available on our website for any commercial or competitive activity or purpose. You may print and download portions of material from various areas of TransLex solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials.

You agree to grant to TransLex a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of TransLex (such as forums, reviews) or by e-mail to TransLex by all means (such as surveys) and in any media now known or developed hereafter. You agree that you shall have no recourse against TransLex for any alleged or actual infringement or misappropriation of any proprietary right in your communications to TransLex.

Use of TransLex

You understand that, except for information, products or services clearly identified as being supplied by TransLex, TransLex does not operate, control or endorse any information, products or services on the Internet in any way. Except for TransLex-identified information, products or services, all information, products and services offered through TransLex or on the Internet are generally offered by third parties that are not affiliated with TransLex. You also understand that TransLex cannot and does not guarantee or warrant that files available for downloading through TransLex will be free of infection or viruses, bugs, Trojan horses or any other code that may contaminate or destruct your properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

You assume total responsibility and risk for your use of the site and the Internet.  TransLex provides the site and related information "as is" and does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or adequacy for a particular purpose) with regard to any merchandise information or service provided through TransLex or on the Internet in general, and TransLex shall not be liable for any cost or damage arising either directly or indirectly from any such transaction. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided through the service or on the Internet in general. You understand further that the pure nature of the Internet contains unedited materials some of which are sexually explicit or may be offensive to you. Your access to such materials is at your own risk. TransLex has no control over and accepts no responsibility whatsoever for such materials.

In no event will TransLex be liable for (I) any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use or inability to use the service, any information, or transactions provided on the service, or downloaded from the service, or any delay of such information or service, even if TransLex or its authorized representatives have been advised of the possibility of such damages; or (II) any claim attributable to errors, omissions, or other inaccuracies in the service and/or materials or information downloaded through the service. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you. In such states, TransLex's liability is limited to the greatest extent permitted by law.

TransLex makes no representations whatsoever about any other web site that you may access through TransLex or which may link to TransLex. When you access a non-TransLex web site, please understand that it is independent from TransLex, and that TransLex has no control over the content on that web site. In addition, a link to a TransLex web site does not mean that TransLex endorses or accepts any responsibility for the content, or the use, of such web site.

Privacy

As stated in our Privacy Policy, safeguarding your privacy is our main concern and rooted in our business model. By accepting the agreement, you also agree to our Privacy Policy. Like the Agreement, the Privacy Policy is subject to change from time to time. Your continued use of TransLex constitutes your acceptance to any changes which may be made to the Privacy Policy.

Further Correspondence

By requesting a quote, you agree to receive (i) an email which we may send you shortly after such request informing you of our services and offers (including offers of third parties in the event you chose that option), and (ii) an email which we may send to you promptly after the delivery of your translation(s) inviting you to complete our satisfaction survey form.

Disclaimer

By using TransLex, you agree to comply with all applicable laws, statutes and regulations concerning your use of our services and we will not assume any responsibility thereof. Without prejudice to the Agreement, in the event that either we are held liable by any competent court to pay any damages or compensation to you, you agree and accept that the amount of such damages or compensation shall in no circumstances exceed the total amount of money paid by you to us for the concerned translation, or the sum of 300 USD (three hundred U.S. dollars), whichever is lower.

Notwithstanding the foregoing, nothing in this Agreement is intended to limit any rights you may have as a consumer under applicable law that may not be excluded, nor in any way exclude or limit the liability of translex in the case of death or personal injury resulting from its negligence.

Widgets

TransLex grants third parties a non-exclusive, non-assignable, and non-transferable license to use and display any material that may be downloaded or embedded from this site, including, but not limited to, “widgets”. You agree not to alter the appearance or functionality of the downloaded material. Your use of TransLex widgets and other downloaded material is otherwise subject to the Terms and Conditions, and you agree to maintain all copyright and other notices contained within. You can use the widget on your site for commercial or non-commercial purposes, as long as you agree not to sublicense, assign, or otherwise transfer this license or the downloaded material. Acceptable commercial use entails: use on a site that has advertising or sponsored links, and use on a site that sells our product or service (except as outlined above).

Applicable Law

To the extent permitted by law, this Agreement and the provision of our services shall be governed by and construed in accordance with French law and any dispute arising out of this Agreement and our services shall exclusively be submitted to the competent courts in Paris, France. Any cause of action or claim you may have with respect to TransLex must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. TransLex’s failure to insist upon or enforce strict performance of any provision of the Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of the Agreement. TransLex may assign its rights and duties under the Agreement to any party at any time without notice to you.

Miscellaneous

You agree to indemnify, defend TransLex, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to TransLex from and against all losses, not hold them responsible for any expenses, damages or costs, including reasonable attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing TransLex.

The original English version of this Agreement may have been translated into other languages. The translated version is a courtesy and you cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of this Agreement or inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version, to the extent permitted by law, shall apply, prevail and be conclusive.

If any provision of this Agreement is or becomes invalid, unenforceable or non-binding, you shall remain bound by all other provisions herein. In the case that such an event may arise, any afore mentioned invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and you will at least agree to accept a similar effect of the invalid, unenforceable or non-binding provision, given the content and purpose of this Agreement.