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wedotranslation inc. dba CILFO Translations — Business Terms of Service

Business Agreement – Terms of Service


wedotranslation inc. doing business as CILFO Translations (herein also referred to as "The Company"), and/or any parent, subsidiary or affiliated entity,


Customer (herein also referred to as "the Client")

In consideration of services being provided by The Company to the Client, the parties agree as follows:

1.0  Application

These Terms of Service (TOS) as outlined herein and as modified from time-to-time shall apply to all service agreements between The Company and the Client, unless otherwise agreed to in writing by the parties. These TOS are accepted by the Client by placing an order and shall remain in full force and effect throughout the entire business relationship between The Company and the Client.

2.0  Work Quality (See also: The most important words in wedotranslation's customer service language, Performance Commitment and Disclaimer of Liability)

The Company's commitment to client satisfaction is such that, subject to the Client acting in good faith, if defects in the translation, proofreading and editing work (hereinafter referred to as the Work) are found, it (The Company) will address the problem by making the necessary corrections to the Work. If problems are suspected or detected in the Work, the Client shall so advise The Company within the time frame set out herein and The Company shall at its sole discretion be given the opportunity to address or redress the defects.

  2.1  Best Efforts of The Company

The Company will at all times faithfully, industriously, and to the best of The Company's ability, experience, and talents, perform all of the Work that may be required of and from the Client pursuant to the express and implicit terms of this agreement, to the reasonable satisfaction of the Client.

  2.2  Best Efforts of The Client

If available, the Client shall, without prior request and in good time, provide The Company with any documentation (client-owned glossaries, abbreviations, photos, etc.) which might aid the translation process. If no subject-matter-specific terminology or informative supplementary documentation is provided, The Company shall translate technical terms into their generally acknowledged equivalents.

  2.3  Errors

The Client acknowledges that factors such as the word count of the translation(s), the technical difficulty of the text(s) submitted to The Company and the deadline required for delivery to the Client may have an impact on the style and the overall readability of the translation(s). The Client further acknowledges that the nature of translation, proofreading and editing work (hereinafter referred to as the Work) is subjective and as such, all contested Work must be proven to show gross negligence on behalf of The Company. Gross negligence is defined as Work being unintelligible by a native speaker of agreed upon source and target languages. Without limiting the foregoing, the Client acknowledges and agrees that even among native speakers of the same language or dialect that there may be various, but nonetheless, correct translations and/or interpretations of a particular word or phrase but that such variations shall not amount to gross negligence on the part of The Company.

  2.4  Error Rate

The Client further acknowledges that errors can and do occur. The Client also acknowledges that material errors of translation and/or interpretation which may have an impact on the meaning of the subject matter can and do happen. Grammatical and/or spelling mistakes may go undetected and are acknowledged to be in the "normal course of business" so long as they represent less than:

    2.4.1  one percent of the word count in the case of spelling mistakes

    2.4.2  one percent of the word count in the case of punctuation errors

    2.4.3  one percent of the word count in the case of spacing errors

    2.4.4  one percent of the word count in the case of grammatical errors

  2.5  In the event that the source text contains any ambiguities, The Company at its sole discretion may carry out the translation to the best of its understanding or consult with the Client.

  2.6  The Company shall not be liable for mistakes resulting from badly legible, incorrect, or incomplete original texts or by incorrect customer-specific terminology.

3.0  Disclaimer of Liability

  3.1  The Client acknowledges and agrees that it (the Client) is solely responsible for the contents of the translated and/or edited material, and that The Company shall incur no liability for any claim, whether it is founded in contract, tort, warranty, strict liability, negligence, or any other theory of recovery relating in any matter to the contents thereof.

  3.2  To the extent permitted by law, the liability of The Company shall be strictly limited to the amount invoiced by The Company to the Client and no liability for any consequential damages shall apply.

  3.3  In any and all circumstances including but not limited to situations where the translated and/or edited material is intended for publication and/or distribution by any means whatsoever, including but not limited to print and electronic means, all mistakes or losses incurred shall be the Client's sole responsibility and The Company shall not be held liable.

  3.4  The Client shall indemnify and hold The Company harmless from and against all claims, damages, costs (including costs of defence) from any source and for any reason relating directly or indirectly to the contents of the translated material.

4.0  Complaints and Disputes

  4.1  Any complaint in connection with Work carried out shall be made by the Client to The Company (or vice versa) within seven (7) calendar days of the date of delivery of the translation. Errors, omissions or mistakes must be clearly detailed in writing and relevant evidence submitted with the complaint. If The Company does not receive a written complaint within said seven calendar days, the translation shall be deemed to have been accepted by the Client.

  4.2 The Company shall have the option, at its sole discretion, to have a translation that the Client deems unsatisfactory either reviewed by an independent translator and/or re-translated at no extra cost to the Client.

  4.3  If the parties are unable to agree and the Client refuses to pay for the services performed by The Company, then the Client agrees to contract with an outside third party arbitrator within a time limit of thirty (30) calendar days from the date on which the original complaint was made. The selection of the third party arbitrator as designated by the Client shall be subject to the approval of The Company. The costs and expenses of said contract with a third party arbitrator shall be borne exclusively by the Client. By the application and acceptance of the terms of this Service Agreement, it is implicitly agreed a priori, that the decision of the arbitrator shall be final and binding on both parties.

  4.4  The matter put to an arbitrator shall relate exclusively to the question of payment for services rendered by The Company to the Client, such that the findings of an arbitrator shall serve exclusively to establish whether or not payment shall be due by the Client to The Company for services performed.

  4.5  The findings of an arbitrator shall not be interpreted as constituting a waiver by the parties to the liability provisions of this agreement and shall not serve to set aside the liability provisions of this agreement.

5.0  Copyright in Original Text

The Company accepts an order from the Client based on the understanding that the relationship shall be considered discrete and not include any third party. In any and all cases, the Client undertakes to hold The Company harmless from any claim or infringement of copyright and/or translation rights. Likewise, the Client undertakes to hold The Company harmless from any legal action, including that which may arise between individuals as a result of the content of the original text or its translation.

6.0  Reference Rights

The Company reserves the right to use translated texts (including Web site content), that are made available to the public after the translation has been completed, for reference purposes.

7.0  Fees and Quotations – Scope of Work (See also: Translation Rates)

  7.1  A quotation is given after a copy of the document(s) has (have) been examined by The Company and shall be considered a non-binding estimate and remain valid for acceptance within a period of one (1) business day from the date on which it was given, after which time it may be subject to revision. In the event that the project is awarded to The Company and an error in the quotation submitted to the Client is detected or when the work is awarded outside of the acceptance period, the quotation shall be subject to a revision to ensure that the price(s) quoted, work timelines and/or deadlines can still be honoured by The Company.

  7.2  Unless specifically stated otherwise, all prices quoted are in Canadian Dollars (CAD). Unless specifically agreed to in writing otherwise, all invoices shall be issued in Canadian Dollars (CAD) and shall be due and payable in Canadian Dollars (CAD) by the Client (whose primary place of business or residence is based in a foreign jurisdiction) at the prevailing rate of conversion on the date the invoice is issued by The Company. (See also: wedotranslation currency conversion guide).

  7.3  Return postal/shipping charges shall be paid by the Client. Other special expenses incurred in connection with the translation may also be charged in addition to the fee and shall be paid by the client. Where delivery requested by the Client involves expenditure, the additional cost shall be charged to the Client unless the reason for the additional cost is attributed to The Company.

  7.4  Translation is billed according to the technical complexity, the higher word count between the source and target languages (volume), as well as formatting and deadline requirements. All translations are billed on the basis of "the word rate being applied to the higher of the word counts between the source and target languages" unless a written quote accompanied by a quote number explicitly stating otherwise has been provided to the Client by The Company's authorized representative; said written quote shall be subject to the conditions outlined in paragraph 7.1 herein.

  7.5  Any part of the text or words in the document(s) submitted by the Client to The Company that are NOT to be translated and otherwise omitted from the word count shall be highlighted in the document(s) by the Client. Any text that has not been specifically highlighted and designated by the Client as NOT to be translated shall be included in the word count for invoicing purposes and payment for same shall be due by the Client.

  7.6  Proofreading and revision work is included in the per word rate when The Company has performed the translation.

  7.7  Proofreading and revision work on any document where the translation work has not been performed by The Company shall be billed at an hourly rate by The Company.

  7.8  Graphic design, desktop publishing, file formatting and/or any work associated with preparing a document for print-ready purposes shall not be included as part of the translation work being performed by The Company. Any work, such as but not limited to graphic design, desktop publishing and file formatting work where required and requested by the Client shall be work in addition to any translation work performed by The Company and shall be billed to the Client at an hourly rate by The Company.

  7.9  The Goods and Services Tax (GST) or Harmonized Sales Tax (HST) where and when applicable is not included in the amounts quoted. A separate accounting entry will reflect this tax and it shall be due and payable by the Client to The Company upon submission of an invoice by The Company. Where and when work is delivered to a Client whose base of operation is in a jurisdiction outside of Canada, subject to the sole discretion of The Company, taxes may not apply. (See also: Note 1: Taxes... POSTED RATES & FEES).

8.0  Delivery and Payment

  8.1  Any delivery date or dates agreed to between The Company and the Client shall be binding only after The Company has seen the full text to be translated, and may be subject to amendment in light of any changes made subsequently by the Client.

    8.1.1  The Company will make all reasonable efforts to complete the translation and deliver it in a timely manner. Numerous events may delay delivery, including internet disruptions anywhere in the world, data storage problems globally or locally, geo-political events, postal service delays, illness or travel. The Client agrees that if there is a delay in receiving the translation, the delayed delivery shall be accepted and The Client shall not attempt to halt or reverse payment.

    8.1.2  Errors in the Work

Errors in the Work shall not be relied upon by the Client as the basis for non-payment of The Company's invoices.

    8.1.3  Force Majeure

Notwithstanding any other provision of this Agreement to the contrary, The Company shall not be liable to the Client for any failure to fulfill The Company's obligations herein if such failure to fulfill The Company's obligations is due to any labor dispute, fire, flood, law, governmental or political action, act of God or any other cause beyond the reasonable control of The Company. In the event of any such occurrence, the time period for The Company's performance under this Agreement shall be correspondingly extended.

  8.2  New Clients

All new Clients are subject to credit approval by the Company. Until approval is granted by The Company any work assignments may require a deposit and shall be payable by the Client on delivery (C.O.D.) to the Client.

Payment in full to The Company shall be effected within 30 days from the date on the invoice. For long assignments or texts, The Company may request periodic partial payments on terms to be agreed upon or require a retainer fee for the service. The Retainer fee shall be at least a third (or more) of the total job estimate payable in advance and sent with estimate approval before the translation(s) is(are) commissioned and/or undertaken.

  8.3  On approved credit, The Company's fees to new Clients shall be due and payable, without deductions, within thirty (30) business days following submission of the invoice to the new Client. Clients may pay cash, by cheque or money order, via bank transfer, or credit card. Any and all bank transfer fees shall be paid by the Client. If the translation is not delivered electronically, via e-mail, the Client shall pay any delivery charges in addition to The Company's fee(s).

  8.4  Existing Clients (i.e. established Clients) whose credit balance extends beyond the due date and/or whose payment(s) of invoice(s) experience undue or repeated delays may, at the sole discretion of The Company, be re-classified as New Clients for credit granting purposes.

9.0  Cancellation (See also: Cancellation Fees)

If Work is confirmed or commissioned and subsequently cancelled, the Client shall pay The Company either a sum equal to the proportion of the complete fee which the Work completed bears to the original text and a further sum charged on a time basis for preliminary research and enquiries, or shall pay The Company some other compensatory sum to be agreed upon between the parties. The work completed shall be available to the Client after payment has been received.

  9.1  Cancellation - Deposit Refund Policy
Commissioned or confirmed projects that are subsequently canceled by a client are subject to an administrative fee that takes into account any time and any translation work The Company has devoted to said project. Where a deposit has been made by the Client, requested refunds may be made by The Company subject to the deduction from the refund of an administrative/cancellation fee that takes into account any time and any translation work The Company has devoted to said project as well as any project-related processing and handling expenses incurred by The Company.

10.0  Copyright in Translations

  10.1  The rights to the translated version of any text translated by The Company shall remain the property of The Company until payment for the work performed has been settled in full. The Client shall have no right to the use of the translation until such time as full payment has been received by The Company.

  10.2  Where documents, advertising and promotional material are to be used for normal business purposes, payment of the fee to The Company shall transfer to the Client in perpetuity all rights in the text, including copyright and the right to amend, and The Company shall have no claim on the Client in respect to that translation, unless otherwise agreed to in writing.

  10.3  Should any claims of third parties arise against The Company due to breaches of copyright, the Client shall indemnify the The Company from such third party claims.

11.0  Confidentiality and Safe-Keeping of the Client's Documents (See also: Confidentiality & Non-Disclosure Policy)

The Client shall indicate the intended use of the translation in writing.

  11.1  The Company shall at no time disclose to any Third Party any information contained in the Client's original documents or translations thereof, without the express authorization of the Client.

  11.2  The Company is responsible for the safe-keeping of the Client's documents or translations thereof, including copies, while these are in The Company's keeping, and shall ensure their secure disposal.

  11.3  If requested to do so by the Client, The Company shall insure documents in transit from The Company, at the Client's expense.

12.0  Privacy Statement (See also: Privacy Policy)

  12.1  Client privacy is important to The Company. The Company does not give, share or sell any information about the Client to any other party.

  12.2  The Company is committed to protecting client privacy. Personal information is only used to establish an account that enables The Company to provide the Client with the most convenient, efficient, and secure service possible.

  12.3  The sole purpose for utilizing information that the Client provides to The Company, is to enable The Company to:

    12.3.1  process orders quickly and with complete accuracy;

    12.3.2  facilitate translation, proofreading, editing and revision services;

    12.3.3  promote translation, proofreading, editing and revision services;

    12.3.4  facilitate the contact between translation / proofreading / editing / revision professionals and those who require these services.

  12.4  Information provided to The Company is not given, shared or sold to any other party, unless specifically specified in The Company's agreement with The Client. Information is only exchanged between those in need of and those who provide, translation, proofreading, editing and revision services.

13.0  Applicable Law / Place of Jurisdiction / Severability

These Terms of Service and the business and legal relations between The Company and the Client shall be exclusively subject to the laws of the Province of Ontario of Canada. Place of jurisdiction and place of performance shall be the The Company's place of business in Canada.

  13.1  The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the Province of Ontario of Canada, without regard to its principles of conflicts of laws. The parties hereby consent to and submit to this jurisdiction as the sole and exclusive forum for all matters of disputes arising under or relating to this Agreement or the relationship of the parties with respect to the subject matter hereof. The parties further agree that in the event of any action or suit as to any matters of dispute between the parties, service of any process may be made upon The Company at its principal place of business and upon the Client at the Client's mailing address, and any such service shall be proper service regardless of whether such service is refused.

  13.2  Severability

The provisions of this Agreement shall be severable, and if any provision of this Agreement shall be held or declared to be illegal, invalid or unenforceable in any jurisdiction, such illegality, invalidity or unenforceability shall not affect any other provisions hereof or the interpretation and effect of this Agreement in any other jurisdiction, and the remainder of this Agreement in any other jurisdiction, and the remainder of this Agreement, disregarding such illegal, invalid or unenforceable portion, shall continue in full force and effect as though such illegal, invalid or unenforceable provision had not been contained herein.

All inquiries are welcome. Please send questions, comments or suggestions to CILFO Translations Customer Service.
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