Terms & Conditions


These General Terms and Conditions of Service are entered into between the Parties to govern the provision of document translation services by Exactexte Translations to the Client.  They are the sole agreement between the Parties and expressly supersede and override any other agreements made between the Parties unless expressly declared otherwise in writing and signed by both Parties.

  1. Scope

The Client requests that Exactexte Translations provide translation of its document or documents and declares that in the absence of an express declaration otherwise the purpose of the translation is for information only.  If the Client intends to use the translation for any other purpose it shall be expressly state its intended purpose when initially contacting Exactexte Translations regarding the translation requirement. Any use of the translation for purposes not expressly declared by the time an order is placed shall be at the Client’s sole risk.

Exactexte Translations accepts no responsibility for translating unique terminology that is not in general public use unless the Client has previously provided a glossary or other explicit and accurate description of its required terminology at the time of placing its order.

  1. Procedure and Obligations

The Client shall place its order for translation using one of the following three methods:

  1. By sending an email to Exactexte Translations at info @ exactexte . com requesting a quote or ordering translation services.
  2. By submitting a Request for Quote on the Exactexte Translations website
  3. By logging in to the secure Client Portal using credentials already supplied to the Client by Exactexte Translations

An order cannot be accepted until Exactexte Translations has received both a firm order for translation services and the usable files comprising the document or documents to be translated.  The files shall be in the format agreed in the quotation.  The quoted time required for the translation service will not start until both have been received and the order accepted.

Upon receipt and acceptance of the order, Exactexte Translations shall confirm receipt and acceptance by means of an email sent to the Client’s registered email address.

Exactexte Translations shall not be required to investigate the authority or competence of the person representing the Client for ordering the translation and once the order is confirmed the Client is bound despite any alleged lack of authority or competence to place the order.

Quoted delivery times and deadlines are subject to full payment having been received by the due date for previous orders.  Should any previous amount due become overdue during performance of a subsequent order, the Client shall be deemed to be in breach of contract and Exactexte Translations thereby relieved of any responsibility regarding delivery deadlines.  Under such circumstances Exactexte Translations reserves the right to withhold or delay delivery until the Client’s account is up to date.

Once the order has been accepted and both the order for translation and source documents have been received, the order may only be cancelled if the actual work of translation has not started.  In this case, a cancellation fee of 10% of the total agreed amount shall be paid to cover costs incurred by Exactexte Translations to process the file.  If translation has already started, an additional cancellation fee shall be paid in an amount prorated by dividing the time already spent on the work by the total time estimated to complete the work, and multiplying this ratio by an amount equal to 90% of the total agreed amount.  However, if more than 50% of the work has already been completed the order may not be cancelled and payment in full shall be required.

Where translation of documents requires specialized professional terminology, the Client shall designate a professional contact person for consultation on such terminology, who shall be available throughout the translation procedure.  Where special terminology previously used is to be adhered to, the Client shall provide Exactexte Translations with the previous source documents and translations along with any available references, glossaries, translation memories or other cross-references.

It is expressly understood that Exactexte Translations makes use of both in-house linguists and external subcontractors for translations.  The Client expressly authorizes Exactexte Translations to communicate the documents associated with its order to such linguists for the purposes of the translation.  Such persons and subcontractors will be bound to Exactexte Translations by a Confidentiality and Non-Disclosure Agreement to hold the Client’s documents securely.

The Client shall promptly examine the completed translation upon delivery by Exactexte Translations.

  1. Fees and Payments

Translation services shall be charged in accordance with the quotation by Exactexte Translations to the Client.  An additional charge may be required for Rush work.

Translation services are generally charged on a per word basis.  Word counts may be made by specialized software possessed by Exactexte Translations and may differ from the Client’s estimated word count.  The word count established by Exactexte Translations shall be final.

Simple formatting, such as segmenting text into sentences and paragraphs, applying bold or italic typefaces and similar tasks will not be charged.  Complex formatting such as setting up graphs and tables, positioning on the page in other than the default locations provided by Microsoft Word and similar may incur an additional charge for Desktop Publishing.

Quotations shall be firm only when the actual documents to be translated have been provided by the Client to Exactexte Translations at the time of estimation.  Where quotations are made on another basis, such as an estimated word count or an approximate description by the Client, the quotation shall be preliminary and non-binding.  In this case, once the actual document or documents have been received by Exactexte Translations a final firm quote will be made.  The delivery delay will commence only on receipt of the Client’s acceptance of the final firm quote.

Where credit terms have been granted to the Client by Exactexte Translations, the term for payment shall commence on the day of delivery of the completed translation.  Dissatisfaction by the Client in relation to the completed translation shall not be grounds for withholding or delaying full payment by the Client.

Upon delivery of the completed translation by Exactexte Translations, the Client shall have eight (8) calendar days to examine the translation and raise any queries regarding the translation.  Exactexte Translations will undertake to make any necessary adjustments to the translation within this period to the Client’s satisfaction.  After this period, the translation shall be deemed to have been accepted by the Client and any further adjustments shall be made at the standard fee for document revision.

Under no circumstances shall Exactexte Translations be responsible for any changes made to its translation by a third party or by the Client.  Should changes be made by such other parties, the Client shall bear full and sole responsibility for their accuracy and cost.

The Client shall make all payments on or before the agreed payment due date.  Should any amount become past due, Exactexte Translations reserves the right to suspend work on orders received and refuse to accept other orders.  Under such circumstances the Client is deemed to be in breach of contract and Exactexte Translations is relieved of its contractual obligations.

  1. Copyright

Services rendered by Exactexte Translations are intellectual property.  Until full payment for services rendered has been received the Client does not have title to such property and may not use it.

The Client declares that it owns the copyright to the source text and has full legal authority to have it translated.  The Client expressly undertakes to defend Exactexte Translations and indemnify it against any allegation of copyright infringement, including any legal proceedings or expenses resulting from such allegation.  Should any legal action be undertaken against Exactexte Translations in relation to a claim of copyright infringement the Client shall promptly reimburse Exactexte Translations for any expenses incurred thereby.

  1. Warranties and Liabilities

Exactexte Translations guarantees the Client’s satisfaction provided any adjustments needed are brought to its attention within eight (8) calendar days after delivery of the completed translation and provided such adjustments are made by Exactexte Translations.

Should adjustments or changes be made to the translation by the Client or by a third party this guarantee shall be null and void and Exactexte Translations shall not responsible for any expenses incurred or damages caused.

Exactexte Translations shall not be responsible for conversion of measurements, currencies and the like.

This guarantee does not apply to subjective evaluations such as replacing terms with other terms that have the same or similar meanings when the change is a mere preference by the Client and not the correction of a grammatical or dictionary error.

Rush deliveries are not guaranteed and may require skipping the proofreading and quality assurance steps.  Furthermore, a surcharge may be charged for rush deliveries.

Exactexte Translations shall in any case not be liable for any reason for any amount greater than the amount paid for the translation.

  1. Performance issues

Should Exactexte Translations delay delivery of the translation beyond the agreed time, the Client may have the right to cancel the order at no charge.

Any complaints about the quality of the translation services shall be received by Exactexte Translations within eight (8) calendar days from delivery.  Exactexte Translations shall not be responsible for insignificant errors or discrepancies that do not change the meaning of the translation.  Modifications related to style or special terminology not in general public use and for which the Client has not provided a glossary or similar aid shall not be considered translation errors and Exactexte Translations shall not be held liable for them.

In the event of a complaint, the Client shall specify the precise nature of the complaint, discrepancy or omission and shall state the words affected, specifically and accurately.

Exactexte Translations will rectify any error, omission or discrepancy found and confirmed within a deadline to be set by mutual agreement with the Client.  Should the Parties be unable to agree on a deadline or should the Client involve a third party to make changes, Exactexte Translations shall be relieved of its obligation to make the changes.

Any translation for which no complaint has been raised or error claimed within eight (8) calendar days of delivery shall be deemed to have been accepted by the Client.

  1. Indemnity

Claims for damages or compensation against Exactexte Translations may only be made on condition that the provisions of section 6 have been followed but have not been satisfactory.  Exactexte Translations will be responsible for such claims up to a maximum amount equal to the amount paid by the Client for the translation and no more.

  1. Force Majeure

Should Exactexte Translations be prevented from fulfilling its contractual obligations toward the Client by reason of unforeseeable events beyond its control, this contract may be terminated by either party. Alternatively, new terms for performance and delivery may be made by mutual agreement.

  1. Confidentiality and Non-solicitation

Exactexte Translations agrees to maintain any information provided to it by the Client in full confidence and agrees not to disclose such information or documents to any party other than as required to fulfill the order.

Employees and subcontractors shall be bound by a similar confidentiality agreement which they shall each have personally signed.

Notwithstanding the above, the Client agrees that for the purposes of marketing or negotiations with external linguists, Exactexte Translations has the right to identify the Client as its Client.

The Client undertakes and agrees not to contact any employee or subcontract linguist of Exactexte Translations.  Should the Client violate this paragraph by having translation services performed directly by an employee or subcontract linguist of Exactexte Translations, the Client shall pay to Exactexte Translations an amount equal to the amount it would have paid if its order for translation services had been placed with Exactexte Translations.

  1. Disputes and Jurisdiction

Every attempt shall be made to settle any disputes amicably.

Should all attempts at amicable settlement of disputes fail, the courts of Quebec, Canada, shall have sole jurisdiction.

All disputes regarding linguistics shall be established by a certified translator who is a member of a member association of the  Canadian Translators, Terminologists and Interpreters Council or of the Ordre des traducteurs, terminologues et interprètes agréés du Québec.

  1. Severability

If any part of this agreement is ruled invalid, all other parts remain valid.