TERMS AND CONDITIONS

1. QUOTES AND ORDERS

1.1 All Client orders are preceded by a quote, drawn up free of charge by ITC Traductions Canada Inc. (hereafter “ITC”) based on the documents for which professional services are required by the Client or according to the information communicated by the Client.

1.2 Along with the text to be processed, the Client may send references, diagrams, drawings or plans that would assist the translator or another service professional to complete their work. In addition, any glossary provided by the Client will be taken into account and used in the quote.

1.3 A quote is any document sent by ITC to the Client including a description of the work to be completed as a professional service and the service fee based on the company’s policies.

1.4 The quote is normally sent to the client electronically through ITC’s electronic management system; the document sent expressly refers to these General Terms and Conditions via a link to https://www.itctraductionscanada.ca/en/terms-and-conditions/ ). The Client must then accept the Quote and the General Terms and Conditions by following the outlined procedure. If the digital acceptance method is temporarily unavailable, the Client shall return this Quote by postal mail or email after having added the date, signature and company stamp, preceded by the words “Signed and agreed”. The Client must also return a copy of these General Terms and Conditions, signed in accordance with Article 12 below. The Client may also place an order by sending ITC a Purchase Order, issued by the Client’s authorised teams, or by sending payment for all or part of the chosen service to ITC. The order placed by the Client, using one of the methods described above, shall only be considered definitive if the Client expressly accepts these General Terms and Conditions and the order is confirmed by ITC.

1.5 Any special condition that deviates from or supplements these General Terms and Conditions must be stipulated on the Quote or purchase order and accepted by both Parties.

2. SERVICE PROVISION

2.1 ITC commits to providing professional services to the Client based on the nature of the services completed. For translation and proofreading service, charges are based on a unit rate per source word or per hour. For page layout, charges are based on per hour or per page fees after an estimate of the number of hours required to complete the work requested by the Client. Pricing includes expenses.

2.2 Rates may be increased depending on the format of the documents to be processed, the specifics of the texts and the degree of urgency.

2.3 The price quote is all-inclusive and final except in the following cases: 1. Changes made to the content or additional documents added by the Client during order confirmation. 2. Absence of documents when the Quote is being established. 3. Underestimation of the work completed by ITC that is essential according to standard practices.

2.4 In the conditions listed above, ITC reserves the right to alter the rate given in its quote and to send a new one to the Client explaining the correction.

2.5 Unless requested by the Client, the translation for text contained in images, Flash animations, etc. is provided separately from the image or video. ITC can provide graphic design and retouching services at the express request of the Client in consideration for an additional fee communicated in the quote and set out in Article 4.1 of the Contract.

3. SERVICE COMPLETION DEADLINES

3.1 If a deadline has been set for completing the service, this period begins on the date on which ITC receives the quote or purchase order from the Client.

3.2 All quotes received after 5 p.m. shall be considered to have been received the next day. If the next day is not a working day, the date of the next working day shall apply.

3.3 Notwithstanding the above, ITC will advise the Client at least five (5) working days before the end of the timeline if it will not be able to deliver the project. In this case, texts will be delivered as soon as possible.

3.4 The delivery schedule is for information only.

3.5 ITC’s IT development department constantly strives to implement the best means of digital transfer in order to ensure optimum service speed over the internet. As such, ITC shall not be held liable for any delays in delivery, in particular those caused by technical problems which are beyond its control, by delays in delivery by email and postal means, or by cases of force majeure.

3.6 ITC shall not provide any compensation for any delays which are due to the Client (late delivery of files, waiting for necessary information, invalid formats, illegible text, etc.).

4. PAYMENT

4.1 In return for services, the Client agrees to pay ITC the price indicated in the quote and any additional amount for supplementary required work. Applicable taxes are added to the quoted price.

5. PAYMENT METHODS

5.1 Fees are invoiced monthly or when professional services are completed and are payable by the client to ITC within seven (7) days of receiving the invoice.

5.2 When compensation is more than $3,000 (three thousand dollars), ITC require a down payment from the Client. In this case, work shall only begin upon receipt of the down payment.

5.3 In the event that ITC incurs legal fees to collect on one of its invoices, the Client agrees to pay ITC the reasonable professional fees and expenses of its lawyers.

5.4 In case of delayed payment, the Client pays two percent (2%) interest per month (twenty-four percent – 24% annually) to ITC on the amount due from the due date until fully paid, without the need for a formal notice.

5.5 If the payment conditions given above are not respected, ITC reserves the right to suspend the service in progress, until payment in full is received.

5.6 Until full payment due on Contract is received, ITC remains the legal owner of reproduction rights for the documents and/or files translated, in whole or in part, in accordance with the applicable laws for intellectual property. In case of non-payment, any use, representation or partial or full reproduction of these professional services is illegal. ITC reserves the right to initiate the legal proceedings necessary to apply its property rights. Once payment is made in full, ITC cedes exclusive rights to Client for printing, reproducing, publishing, selling and using the version produced according to the current contract’s terms.

6. ITC’S OBLIGATIONS

6.1 ITC shall ensure the Client receives consistent expertise in the quality of the work carried out. In case of subcontracting, ITC commits to use qualified actors and to ensure that said actors have the necessary skills and means to ensure correct service provision.

6.2 The Client has a period of ten (10) working days following receipt of the finalised documents to notify ITC TRANSLATIONS USA INC. of any dissatisfaction with the quality of the service provided in writing. After this period, the service shall be considered to have been duly provided and shall be invoiced according to the contract.

6.3 In no case shall ITC be held civilly liable for complaints based on differences in style or distinct terminological preferences.

6.4 The acknowledgement of certain inaccuracies in part of the translation or any other professional service shall in no way call into question the entirety of the work carried out by ITC. ITC reserves the right to carry out the necessary modifications and/or offer the Client a discount or credit note if the complaint proves to be founded.

6.5 ITC shall not be held liable for the Client’s use of the work, nor that of any third party to which the Client may have sent said work.

6.6 In case of disputes relating to the quality of the service, ITC’s liability only extends to the amount of the invoice concerned.

6.7 ITC shall under no circumstances be held responsible by the Client or any other person for any cases of force majeure or events beyond its reasonable control, including, but not limited to, the loss of profits or savings, business interruption, damage to or replacement of equipment and goods or the recovery or replacement of programs or data ensuing from complaints about the precision, exactitude, readability or coherence of data processed by ITC even if the latter was warned about the possibility of such complaints or damages. ITC shall notify the Client of the event as soon as possible.

7. CLIENT’S OBLIGATIONS

7.1 The Client agrees to collaborate and make available to ITC all documents to be translated, all technical information necessary to understand the text, and any specific terminology required.

7.2 ITC shall not in any case be held liable for non-compliances or deadline overruns which are due to the Client’s failure to comply with this information obligation.

8. CANCELLATION

8.1 The Contract may be cancelled at the Client’s request for cause. In this case, ITC will charge the Client for the professional services provided from the date of reception until notice of cancellation.

8.2 The Client may request cancellation of the Contract without cause by sending a written notice to this effect. In this case, ITC shall invoice the Client for the professional services rendered on the date of reception of the notice and fifty percent (50%) of the balance of fees outlined in the Contract. If a cancellation occurs before execution of the Contract begins, the compensation to be paid is a civil penalty within the meaning of Articles 1624 et seq. of the Civil Code of Quebec.

8.3 ITC may cancel the Contract for cause by sending a notice to this effect. The Client is then responsible for the fees for services provided before the date notice is received.

8.4 In applicable cases, ITC shall reimburse the down payment received in accordance with the terms and conditions mentioned above.

9. CONFIDENTIALITY

9.1 ITC undertakes to respect the rules of confidentiality and trade secrets, and shall not disclose any information to third parties without the Client’s prior written consent. This confidentiality agreement shall remain valid even after the Service contract ends.

9.2 Despite the foregoing, the Client hereby acknowledges that data available on the social media may be subject to misappropriation and that, as such, the transfer of sensitive data online is done so at the Client’s own risk and peril. The Client shall not hold ITC civilly liable in case of disclosure of information following exchanges via the internet.

9.3 ITC declares that all subcontractors hereunder have signed a confidentiality agreement that engages their responsibility in case of indiscretion or disclosure of information made available to them as part of their service provision.

10. COMPLAINTS

10.1 Any complaints about the quality of the services shall only be considered if they are explicitly sent in writing to ITC no later than ten (10) working days after delivery of the work.

10.2 All complaints must include precise corrections and explicit comments about the nature of the parts concerned or disputed terms, with pertinent examples to back up the claims.

11. DISPUTE RESOLUTION

11.1 The parties undertake to make all reasonable efforts to attempt to resolve any dispute relating to this Contract or arising from its interpretation or application by mediation in accordance with the procedure set out in Articles 1 to 7 and Book VII of the Code of Civil Procedure of Quebec.

11.2 If the parties have not reached an agreement within thirty (30) days of the appointment of the mediator, one of the parties may resort, if necessary, to the ordinary courts.

12. GENERAL TERMS AND CONDITIONS

12.1 Notice to be given to a party under this Agreement shall be in writing and sent by registered mail or e-mail to the address indicated at the top of this document. Each party commits to notifying the other of any change in address.

12.2 The contract, the general terms and conditions and the quote constitute the entire and complete agreement between the parties as to its content.

12.3 No change in the general terms and conditions shall be binding on the parties unless confirmed in writing and signed by their representative.

12.4 This contract is governed by the laws of Quebec and Canada.

12.5 For all legal purposes and for the jurisdiction of the courts, the parties elect domicile in the judicial district of Montreal for any dispute arising from these terms and conditions.

12.6 If any provision of the contract is declared null and void or invalid by a court, this decision shall have no effect on the other articles or clauses of the contract which shall continue to apply.

12.7 Any amount provided for herein shall be paid in Canadian dollars.

13. CLIENT’S ACCEPTANCE

13.1 The client accepts these general terms and conditions for professional services and declares that it has full knowledge of them. It waives the right to rely on any other document and in particular on its general terms and conditions of purchase, which shall be unenforceable against ITC.