The present Terms and Conditions set forth the terms and conditions upon which Service Provider shall provide translation, editing, QA, terminology, proofing, linguistic and/or consulting services (“Services”) to Baguette.
1. Quality Commitment. Service Provider agrees to deliver first quality work and apply standard Quality Assurance procedures (such as but not limited to spell-checking, proof-reading, and using consistent terminology). Specific client terminology and guidelines will be used, and Baguette checklists will be followed, whenever requested. If Service Provider does not feel comfortable with the subject matter or scope of the Services to be performed, or should difficulties arise, whether linguistic or technical, s/he is to notify a Baguette Project Manager as soon as possible.
2. Acceptance of the Job Order. Service Provider shall acknowledge receipt of the Job Order upon receipt. Service Provider shall review the Job Order and verify the accuracy of the information contained therein. Service Provider shall be entitled to payment only if he acknowledges receipt and acceptance within the time limits expressed in the Job Order. No action should be performed by the Service Provider that is not covered by a Job Order. No work result shall be accepted by Baguette, and the related payment claimed by the Service Provider unless a valid Purchase Order has been emitted by Baguette.
3. Timeliness. Service Provider agrees to submit Services within the reasonable time period agreed upon by both parties. Service Provider understands that timely performance of all services in accordance with the delivery schedule set forth in each Job Order is necessary in order to meet Baguette’s schedules and commitments. If Service Provider should realize that it cannot submit the Project on time after the project has started it shall inform Baguette with no delay. If Service Provider does not submit the Services on time and does not get Baguette’s approval for delayed submission, fees for the project in question may be deducted, or the Purchase Order cancelled.
4. Revision by a Third Party. Service Provider agrees that its Services may be reviewed and revised by a Baguette staff or third party. Service Provider agrees to implement Baguette QA results and/or provide feedback on QA results.
5. Compensation. Baguette shall pay fees to Service Provider according to the service price agreed in the associated Job Order subject to possible deduction as stated in article 3 above. Service Provider agrees to submit an invoice to Baguette prior to payment by Baguette. Payment shall be made by Baguette after receiving the invoice, by the terms specified in the associated Job Order. Unless explicitly agreed otherwise, payment terms are EOM+45 days from reception of the invoice.
Payment means include electronic transfer (eg Paypal, Moneybookers), bank transfer and cheque in Euros, US Dollars or New Israeli Shekels.
For amounts under 70 euros, payment will be automatically deferred to the next month. Should the amount still be under 70 euros after a first deferral, the pending invoices will be paid in full, unless agreed otherwise with the Service Provider.
In case of cancellation by the client before the job is completed and delivered, the Service Provider will be entitled to payment of the part of the order completed. If the cancellation happens after the translation cycle is completed but before the job is delivered, the Service Provider will be entitled to the full payment of the original project order.
6. Mistakes. Mistakes committed by the Service Provider are to be corrected by the Service Provider without charge to Baguette, unless the mistakes are the direct result of negligence by Baguette in which case Baguette will compensate the Service Provider for the correction of mistakes at an agreed upon rate.
7. Penalty. If Service Provider delivers any document after the agreed deadline or any document delivered is incomplete or deficient in form or content or otherwise unacceptable in Baguette’s reasonable sole judgment, payment fees may be reduced as determined by Baguette and submitted in writing to Service Provider.
8. Non-Solicitation. The service Provider agrees not to contact Baguette’s client directly or indirectly to engage Service Provider’s employment or services without the prior written consent of Baguette.
9. Confidentiality, Non-Disclosure and Proprietary Rights. Service Provider hereby agrees to the terms regarding confidentiality, non solicitation, indemnification and proprietary rights. Service Provider shall hold in confidence all information and ideas of any kind relating to Baguette’s Business (hereinafter referred to as “Confidential Information”). Service Provider undertakes as a minimum to apply to all Confidential Information disclosed in accordance with the provisions of this Agreement the same degree of care with which it treats and protects its own proprietary information against public disclosures. Such Confidential Information shall not be disclosed to any third party without the prior written consent of Baguette. Where such consent is granted disclosure shall only be made to a third party where such third party accepts as a minimum the same obligations of confidence to those contained in this Agreement. Service Provider will enforce such obligations of confidence against the third party at the request of Baguette. Service Provider shall not make or cause to be made copies of Confidential Information except as reasonably necessary and all copies made shall be the property of Baguette. All Confidential Information and copies thereof shall be destroyed or returned to Baguette within seven days of receipt of a written request from Baguette. Service Provider agrees that any disclosure of Confidential Information made within the Service Provider’s organization will be restricted to those employees, who need to have access to Confidential Information to perform their function correctly. Furthermore, Service Provider agrees to procure that all its employees to whom Confidential Information is disclosed are fully aware of their obligations as to confidentiality. Service Provider acknowledges that Confidential Information contains valuable proprietary information of Baguette and that unauthorized disclosure could cause commercial and economic loss to Baguette. Service Provider agrees not to reverse engineer, decompile, or disassemble any software disclosed to the Service Provider by Baguette. In the event of a breach or threatened breach by the Service Provider or its employees of the terms of this Agreement, Baguette shall be entitled, without prejudice to all other available remedies, to immediate injunction or other equitable relief, including but not limited to immediate termination of the contract and non payment of the past or current job orders.
In particular, the use of Machine Translation tools, whether integrated or not with the CAT tools, is expressly forbidden, unless it is explicitly authorized. The Service Provider is responsible for disabling such tools wherever appropriate.
For the purposes of this Agreement information and ideas shall not be considered to be Confidential Information if such information and ideas:
A. are identified by Baguette in writing at the time of disclosure as not being of a confidential
B. are in or pass into the public domain other than by breach of this Agreement by Service Provider, or
C. can be shown by Service Provider to have been known to them prior to disclosure by Baguette, or
D. are disclosed without restriction to Service Provider by a third party having full right to disclose, or
E. can be shown by Service Provider to have been independently developed by a person to whom no disclosure of Confidential Information has been made, or
F. are approved to Service Provider for general release by written consent of Baguette.
The obligations herein relating to the confidentiality and use of information and ideas shall survive the termination of this Agreement for a period of 5 (five) years following the disclosure of the information.
10. Limited License. During the course of performing the Services, Service Provider may have access to computer software and related documentation (“Licensed Programs”) provided by Baguette which is proprietary to Baguette or to a Company Customer. If such Licensed Programs are provided, Service Provider acknowledges that they are licensed to Service Provider on a royalty-free, revocable, non-transferable and non-exclusive basis for the sole purpose of facilitating the provision of services by Baguette under this Agreement, and the Licensed Programs may not be transferred, distributed, conveyed or disclosed in any manner, in whole or in part, to any third party. This limited license to the Licensed Programs shall expire upon the termination or expiration of this Agreement. Upon such termination or expiration, Service Provider shall return the Licensed Programs and any copies thereof, to Baguette and certify to Baguette that it has de-installed the Licensed Programs. Service Provider agrees to establish and maintain appropriate security measures and safeguards against the destruction, loss, or alteration, and the unauthorized access, use, or disclosure, of any Licensed Programs in its possession during the term of this Agreement.
11. Assignment. Service Provider may not assign, delegate or subcontract any of the services covered by this Agreement, nor shall any interest in this Agreement be assigned or transferred, without prior written consent of Baguette.
12. Independent Contractor. Acceptance of a Job Order from Baguette does not create any partnership, joint-venture or association of any kind between the Service Provider and Baguette. The Service Provider agrees that it shall be acting as an independent contractor and not as an employee, agent or partner of Baguette. Service Provider will not be entitled to any of the benefits which Baguette may make available to its employees, including, but not limited to, health or life insurance, profit sharing or retirement benefits. Service Provider shall have sole responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance or workers’ compensation, social security and income tax laws and for filing all required tax forms with respect to any amounts paid by Baguette to the Service Provider hereunder. Service Provider agrees to indemnify and hold Baguette harmless from and against any claims arising in connection with any of the foregoing.
13. Injunctive Relief. Service Provider acknowledges that, because its Services are personal and unique and because Service Provider will have access to Confidential Information, any breach of the Service Provider Agreement would cause irreparable injury to Baguette for which monetary damages may not be an adequate remedy and that Baguette shall therefore entitle Service Provider to injunctive relief to protect Baguette’s rights under this Agreement in addition to any and all remedies available at law and equity.
14. Costs, Expenses and Attorneys’ Fees. If either party commences any action or proceeding against the other party relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses, and attorneys’ fees (including all related costs and expenses) incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
15. Notices. Except as otherwise provided in this Agreement, all notices to be given by either party to the other under this Agreement shall be in writing and shall be sent by electronic mail. Such notices shall be deemed effective one day after transmission by electronic mail.
16. Intellectual Property. Nothing in this Agreement shall be deemed to grant to Service Provider a license directly or by implication under any registered design, patent, copyright, trade secret or patent application. The documents, data and other working materials made available for the purpose of order performance shall remain the sole property of Baguette.
The Service Provider expressly acknowledges that the payment for the work includes the transfer of the ownership of any and all Intellectual Property rights to Baguette together with the delivery of the work and shall not be entitled to any Intellectual Property right or claim pertaining to the said work. The rights to the work results (in particular translations) shall be transferred by the Service Provider to Baguette for, including but not limited to, utilisation and further processing without any restrictions in time, space or scope, without the need for a separate agreement to this effect. This shall apply to all forms of representation (written text, electronic storage, audible and visual representation) and media (website, printed documentation, CD-ROM, DVD-ROM, digital or not).
The Service Provider shall save, indemnify, defend and hold harmless Baguette from and against all claims, losses, damages, costs (including legal costs) expenses and liabilities in respect of any actions brought against Baguette by any third party (including but not limited to customer) based on, including but not limited to, the Intellectual Property of the Services performed.
18. Severability. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.
This Agreement shall be governed by and interpreted in accordance with the Laws of France.
All disputes arising in connection with this Agreement shall be litigated before the Tribunal de Commerce de Nanterre, France.