These terms and conditions shall apply to each and every request for a quote or service supplied or delivered by Concordis Language Services.

 

Section 1 Definitions:

1.1. "Quote" means a Quote which the Client accepts in writing to Concordis Language Services, including by the Client giving written notice to Concordis Language

1.2. "Client" means the party requesting the service from Concordis Language Services, as named in the quote.

1.3. "Confidential Information" means any proprietary information, know-how, and data

disclosed in confidence by one party to the other party (including source materials and goods submitted by the Client)
but does not include any information that is:

(1) in the public domain.
(2) information already known by that party.
(3) is at any time after the date of receipt by the other party, received in good faith by that party from a third party.

(4) information required by law to be disclosed by the other party

1.4. "Contract" means an acceptance of a quote, including these terms of service.

1.5. "Final Product" means the final deliverables produced as a result of the services provided.

1.6. "Intellectual Property" includes all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos, and all other similar property and rights, whether registered or unregistered.

1.7. "Quote" means a quote issued by Concordis Language Services to the Client.

1.8. "Services" means the services specified in the Quote (e.g., Translation or Interpretation).

1.9. "Source Materials" means the document(s) submitted by the Client to Concordis Language Services for translation, revision, editing, and proofreading.

1.10. "Concordis Language Services" means the service provider, Concordis Language Services Translations, a company based in Massachusetts.

1.11. "Website" means Concordis Language Services' website at https://www.concordislanguageservices.com

1.12. "Business Day" means any day between Monday through Friday, from 8:00 AM to 5:00 PM Eastern time.

Section 2. Requests for translation Services

2.1. Each request for translation or interpretation services made to Concordis Language Services and supply of source materials to Concordis Language Services is made subject to these terms of service.

2.2. No contract exists in respect of any request for translation or interpretation services or in respect of any source materials that may be submitted to Concordis Language Services unless and until there is an acceptance of the Quote and these terms of service. After these being accepted by the Client, a 'Contract' is formed between the Client and Concordis Language Services about the services described in the quote.

2.3. Subject to clause 2.4, Concordis Language Services will issue a Quote after receiving a request for services made in accordance with the procedures outlined on the company website.

2.4. Concordis Language Services reserves the right to decline to issue a Quote or to provide any services if Concordis Language Services considers the source materials or the scope of the request to be offensive, obscene, or contrary to any state or federal law or otherwise viewed by Concordis Language Services to be inappropriate.

Section 3. Supply of Services

3.1. Subject to receipt of all applicable amounts due from the Client, Concordis Language Services will provide the Services as specified in the Quote and in accordance with Concordis Language Services' standard practices and procedures, including the practices and policies as described on the company website.

3.2. The Client must provide all information requested by Concordis Language Service with regard to the services and ensure that all such information is accurate and complete.

3.3. Concordis Language Services provides services at different specified price levels. It is the Client's responsibility to be aware of the level of service purchase and its requirements. Concordis Language Services will deliver its products and services based on the client's selection and the quote accepted by the Client.

3.4. The purchase of services submitted during the weekend may result in a delay of the completion of services. Concordis Language Services will use all instruments and methods at its disposal to ensure that the service will be carried out in a timely manner.

3.5. Concordis Language Services has no responsibility to review the quality of the source materials for typographical or any other errors and has no liability to check the source material for or to correct any errors or omissions contained in
any source materials regardless of the nature of such errors or omissions and regardless of the impact that such errors or

omissions may have on the quality of the final product.

3.6. On completion of the services and subject to receipt by Concordis Language Services of all amounts due from the Client, Concordis Language Services will issue the final product to the Client.

3.7. Concordis Language Services will deliver the final product to the Client in accordance with Concordis Language Services' standard practices and procedures applicable at the time or as specified in the quote accepted by the Client. Concordis Language Services will use and exert all reasonable efforts to deliver all final products on or before the agreed delivery date/time, or where no specific delivery date/ time is agreed, within a reasonable time following receipt of the quote; nevertheless, Concordis Language Services accepts no liability for any delay in meeting the applicable deadline.

Section 4. Charges, Fees, and Payment

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4.1. The Client agrees to pay all applicable fees as specified within the quote, which will be due for payment in accordance with clause 4.2 or clause 4.3 (as appropriate) unless otherwise agreed to by the Client and Concordis Language Services.

4.1.1. Concordis Language Services reserves the right to charge a minimum fee of $40.00 for translation services of 250 words or fewer. This fee will ensure that all administrative and service costs are fully covered.  
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4.2. Payments for the supply of services will be issued either in USD, EURO, or GBP (as agreed to by the parties at the time of the purchase of services or by written or verbal agreement of the parties).

4.2.1. All payments are due at the time of the purchase of services unless payment of services is expressly waived by Concordis Language Services at the time of the purchase of services.

4.2.2. If the Client and Concordis Language Services agree to divide the total payment due for the purchase of services, a minimum of 50% of the total amount due will be collected before the start of Services, with the remaining 50% of the total amount due paid before the completion of the project.

4.3. All payments must be made in full without deduction or set-off.

4.4. Any applicable taxes, duties, or charges will be added to the amount owed.

4.5. If any amount is not paid by the due date:

4.5.1. Concordis Language Services may charge interest on that amount at 10% per annum calculated from the due date
up until the date that payment is received by Concordis Language Services.

4.5.2. Concordis Language Services may suspend the provision of Services or cease to provide the services or final product and may, at its discretion, terminate the contract in accordance with clause 10.2.

4.6. Where the Client is required to pay a deposit (an amount payable prior to commencement of the Services) and the Client pays by credit card, the Client's credit card will be stored in (1) of three of Concordis Language Services' third party online secure payment processing providers (Paypal, Waveapps, Square). Your card will be charged for the remaining figure (quote minus amounts already paid) on completion of the job and before the files are released.

Section 5. Refund policy

5.1. Concordis Language Services will provide a refund of up to 100% minus any costs incurred by Concordis Language Services before being notified that services are no longer required to the client concerning any services, if:

5.1.1. The translation or interpretation services are no longer required: the client terminates a contract (or partially terminates a contract) under clause 10.1.

5.1.2. Non-Delivery of Translation or Interpretation Services: the electronic translation is not delivered within two days following the deadline for the completion of the translation project, or in the case of an interpretation assignment, within one day following the day of the scheduled assignment in cases where the interpreter failed to appear at the scheduled time and place, provided that no refund will be made if the Client has not provided all required information to Concordis Language Services, as requested by Concordis Language Services, promptly.

5.1.3. Translations not-as-required: the final product as supplied to the Client is significantly different from the final product required by the Client as specified in the quote accepted by the client (e.g.the final product is in the wrong language) OR:

5.1.4. Translations contain gross errors: the final product contains gross errors, provided that the Client must first, within the stipulated period, request revisions to correct any such errors and identify the mistakes in the final product. If errors are identified, or revisions are requested after the stipulated period, the Client will not be eligible for any refund.

5.2. In the event of any monetary refund, the return payment will be 100% of the amount paid by the Client for the affected services, less postage and handling fees, and only if the following conditions have been met/fulfilled within seven business days of the submission of relevant materials to the Client:

5.2.1. The request for a refund is received by Concordis Language Services in writing via email and sent to info@ConcordisLanguageServices.com. Phone calls will not be sufficient. The request for a refund must include: Order #, date of service, name of the company or other entity under which the service was commissioned, name of the person the invoice was billed to, the e-mail address used at the time of the commissioning of the required service and the manner in which the service was paid for (e.g., Credit Card, Cash, etc.).

5.2.2. The client completed the required checklist providing the appropriate background, overview, audience, language tone, and glossary terms as requested prior to the acquiring of any of the source materials by Concordis Language Services to
a Concordis Language Services translator.

5.2.3. Where applicable, the client has clearly explained why any remedies proposed by Concordis Language Services would not be effective.

5.2.4. An undertaking that is endorsed by the Client and submitted to Concordis Language Services that clearly states that the Client will not use the relevant final product/translations delivered by Concordis Language Services in part or in whole for personal, business, commercial, or any other purposes.

5.3. Concordis Language Services will make every effort to investigate and, where applicable, process refunds within 5 Working Days of receipt of a refund request, understanding that refund requests may take up to 2 weeks to investigate and fully process. A reply will be sent to the client after Concordis Language Services has determined whether a refund is appropriate. Should Concordis Language Services determine that the refund request meets the requirements of clause 5, Concordis Language Services will notify the client in writing and advise the payment method that will be used to refund the amount owed.

Section 6. Intellectual Property

6.1. Nothing in this contract transfers to Concordis Language Services ownership of any intellectual property in the source materials or the final product.

6.2. All Intellectual Property in the processes, methodology, and know-how used by Concordis Language Services in its Contract performance are and will remain the property of Concordis Language Services. Nothing in any Contract transfers to the client any of Concordis Language Services' "intellectual property."

Section 7. Confidential Information

7.1. The parties recognize and acknowledge the confidential nature of the Confidential

Information.

7.2. Neither party may disclose any Confidential Information other than:

7.2.1. to its directors, employees, contractors, or subcontractors to the extent necessary in the

performance of the Contract.

7.2.2. with the express prior written consent of the other part, or

7.2.3. to its professional advisers.

Section 8. Client Guarantees

8.1. The Client represents and guarantees to Concordis Language Services that:

8.1.1. it owns or has all necessary rights in the source materials to submit the source materials to Concordis Language Services and to request the Services. By doing so, the client is not infringing the intellectual property rights of any third party.

8.1.2. it will not submit and has not submitted anything to Concordis Language Services or to the website and will not use anything in respect of its use of the Website, the Services, or otherwise in connection with Concordis Language Services (whether a device, software, or any other thing whether embedded into the source materials or otherwise) that will or could interfere with the functioning of Concordis Language Services' systems and the website AND:

8.1.3. It has the authority to enter into and perform and the ability to perform its obligations under this agreement.

8.2. The Client indemnifies Concordis Language Services against any losses, costs (including legal fees on a solicitor and own client basis), expenses, demands, or liability, whether direct, indirect, consequential, or otherwise, and whether arising in contract, tort (including negligence), equity or otherwise, arising out of a claim by a third party where the claim arises

from any breach of the representations and warranties made by the client in this clause 8.

Section 9. Concordis Language Services' Guarantees:

9.1. Concordis Language Services Guarantees that it has authority to enter into and perform and the ability to perform its obligations under this agreement.

9.2 Except as expressly provided in these terms of service, all guarantees, terms, and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law, or otherwise, are excluded by Concordis Language Services to the extent permitted by state and federal law.

Section 10. Termination

10.1. The Client may, without cause, terminate a contract (or, subject to this clause 10.1., part of a contract) at any time up until 30 minutes after the first payment regarding the present Contract has been received by Concordis Language Services, by giving written notification to Concordis Language Services within those 30 minutes. The Client may only terminate the part of a contract where separate pricing is specified in the quote accepted by the client for the Services no longer required. Where a contract is partially terminated under this clause, the Client must, at the time notice of termination, specify the services that are no longer required.

10.2. Without limiting any other rights or remedies that Concordis Language Services may have, Concordis Language Services may terminate the Contract on written notice to the Client if the Client fails to pay any overdue amount within five days following written notice from Concordis Language Services, requiring payment.

10.3. Without limiting Concordis Language Services' rights under clause 10.2, either party may terminate the Contract immediately if the other party:

10.3.1. Breaches any of its obligations under the Contract and fails to remedy the breach within 20 days of receiving notice requiring the breach to be remedied, OR:

10.3.2. Becomes insolvent or goes into liquidation or has a receiver or statutory manager appointed over its assets or ceases to carry on business or makes any arrangement with its creditors.

10.4. Upon the termination of a Contract:

10.4.1. Any amounts due to Concordis Language Services will become immediately due and payable.

10.4.2. The provisions of the Contract that are by their nature intended to survive termination will remain in full force.

Section 11. Liability

11.1. Subject to clause 11.2, Concordis Language Services will be liable for direct loss only up to a maximum of USD 150 (excluding loss of business or profits and excluding all consequential loss).

Section 12. Dispute resolution

12.1. Where any dispute arises between the parties concerning a Contract or the circumstances, representations, or conduct giving rise to the contract, neither party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 12.

12.2. The party initiating the dispute (the "first party") must provide written notice of the dispute to the other party (the "other party") and nominate in that notice the first party representative for the negotiations. Within seven days of receipt of the notice, the other party must give written notice to the first party naming its representative for the negotiations. Each representative nominated will have the authority to settle or resolve the dispute.

12.3. If the parties cannot resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to arbitration.

12.4. Arbitration must be conducted according to the laws of the Commonwealth of Massachusetts. Arbitration must be conducted by an Arbiter at a fee agreed by the parties. Failing agreement between the parties, the Arbiter will be selected, and their fee will be determined by the Chair.

Section 13. General Information

13.1. Entire agreement: Each contract constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of that contract.

13.2. Amendments: Except as expressly provided, no amendment to a contract will be effective unless it is in writing and signed by both parties.

13.3. Waiver: No exercise or failure to exercise or delay in exercising any right or remedy by one of the parties will constitute a waiver by that party of that or any other right or remedy available to it.

13.4. Partial invalidity: If any provision of a contract or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of the contract and its application will not be affected and will remain enforceable to the greatest extent permitted by law.

13.5. Independent contractor: Concordis Language Services is an independent contractor to the Client and is independent of the Client in all respects. Nothing in any contract constitutes either party a partner, agent, employee, or joint venturer of the other.

13.6. Suspension: Concordis Language Services may suspend the performance of its obligations under a contract for so long as it is unable to carry out its responsibilities or services for reasons outside of its control.

13.7. Assignment: The client must not assign its rights under any contract without the prior written consent of Concordis Language Services.

13.8. Severability: If any provision of a contract is held invalid, unenforceable, or illegal for any reason, the contract shall remain otherwise in full force apart from such conditions, which shall be deemed null and void.

13.9. Precedence: In the event of any conflict or inconsistency between the quote accepted by the client and these terms of service, unless specified otherwise in these terms and conditions of service, these terms and conditions of service will take precedence.

Section 14. Notices

14.1. Notices under each contract must be in writing and sent by mail or e-mail to the

address or e-mail specified in the quote (unless otherwise notified on seven days

written notice).

14.2. Notices sent by mail shall be deemed received ten days after posting to or from an
overseas destination and three days after posting within the Commonwealth of Massachusetts, and notices sent by e-mail shall be deemed received on transmission.

Section 15. Governing law

15.1. Each contract is governed by and interpreted in accordance with the laws and statutes of

the Commonwealth of Massachusetts and the United States. The parties agree that the court of competent jurisdiction shall be the Springfield District Court located in Springfield, Massachusetts.

Rev. 09/2022