General conditions

/General conditions
{Condiciones generales}{}{2018-05-17T14:36:37+00:00}

LINGUASERVE GENERAL CONDITIONS

These General Conditions apply directly to the provision of Services by LINGUASERVE, and together with the Specific Conditions set forth in the “Framework Agreement on the Provision of Services” or in the “Provision of Services Contract” signed with the Client, or in the “Provision of Services” accepted by the latter, and in any Annexes that may subsequently be added, constitute the entire agreement. In the event of LINGUASERVE and the Client agreeing on different conditions, always expressly and in writing, these will take precedence over the ones set forth herein.

1. - Purpose. LINGUASERVE will provide Services under the technical, legal and economic conditions set out in the Specific Conditions. These are set forth either in the “Framework Agreement on the Provision of Services” or in the “Provision of Services Contract” signed with the Client, or else in the “Provision of Services” document accepted by the latter beforehand.

2. - Place of Supply of Services. Work will be carried out at LINGUASERVE’s site or at the Client's site, depending on the requirements of each project. In the event of work having to be carried out at the Client site, the latter undertakes to provide LINGUASERVE employees with the necessary means to implement the project.

3. - Time frames for implementation. Services will be provided for the duration and in accordance with the deadlines set out in the applicable Specific Conditions. LINGUASERVE will make every effort to fulfill provision of Services by the agreed date, while not being held responsible for possible delays that are through no fault of its own.

4. - Cancellation or partial termination. With regards to the planning and allocation of resources by LINGUASERVE for implementing a project, should the Client cancel any part of the Services taken out before LINGUASERVE has fulfilled the Service in its entirety, the Client shall pay LINGUASERVE the agreed part of the fees and related costs, represented by the percentage of the total for the Services provided.

5. - Service Fees and payment method. The level of fees and payment method are set forth in the Specific Conditions. In the event of non-payment, whether in full or in part, of any invoices arising from the provision of Services, or of delays exceeding 10 calendar days from the due date, the Client will pay LINGUASERVE a monthly amount equating to 1.5% of the unpaid amount, calculated on a daily basis from the due date.
Additional costs. The Client will reimburse LINGUASERVE any out-of-pocket expenses not established in the Specific Conditions –such as 24-hour express document delivery services at its own request, journeys made for professional services, etc. – incurred by the latter in following its express instructions.

6. - Resources. LINGUASERVE will provide Services using the human resources agreed to in the Specific Conditions. LINGUASERVE guarantees that staff assigned to the project, and any other that might replace them under exceptional circumstances, possess sufficient experience and necessary knowledge to carry out the Services taken out.

7. - Good faith agreement regarding work. The Client undertakes not to hire, either directly or indirectly, any of LINGUASERVE’s employees assigned to the project. This commitment will remain in force for a period of 12 months following the end of the project. Notwithstanding any legal action that LINGUASERVE may take in the event of non-compliance, the Client undertakes to pay LINGUASERVE, in accordance with the penalty clause, an amount equating to a total of two years’ salary of any employee(s) hired in violation of the undertaking imposed.

8. - Confidentiality. All information in this proposal is confidential and the property of LINGUASERVE. Similarly, all information expressly marked by the Client as “confidential” to which LINGUASERVE may have access, be they references to its business or to its products or services, or any other sensitive information that may be taken advantage of by its competitors in the market, will be handled with the utmost confidentiality by LINGUASERVE and, with the exception of the Client expressly giving authorization in writing, it will not be disclosed or published by LINGUASERVE, nor will it authorize third parties to disclose or publish it. This confidentiality is guaranteed through the signing of a confidentiality document by all components of the company, and by third-party translators and collaborators forming part of the LINGUASERVE network. The Sales Manager and the Project Manager are the custodians of information, and they will only disclose it to persons involved in the processes necessary for provision of Services.
Under the terms provided for herein, terminology glossary entries compiled by LINGUASERVE during the provision of the service will not be regarded as Confidential Information, except where the Parties agree in writing that these special glossaries are to become the property of the Client, and are to be included under the Confidential Information category subject to these confidentiality undertakings.

9. - Copyright. Once the Client has met the agreed cost for the Service, the applications and any other results of the provision of Services that are not LINGUASERVE products will be the property of the Client. Nonetheless, LINGUASERVE reserves its ownership until such time as all outstanding payments have been satisfied in full.
LINGUASERVE is under no obligation to take steps to protect copyright, trademark registration, or other Client rights. LINGUASERVE shall be entitled to retain copies for its records of items to be translated and a copy of the resulting translation, subject to confidentiality as agreed to in section 8.
The methodology, the application “Global Business Connector”, LS-XML-Connector and other solutions and tools used for work involved in the provision of Services are the exclusive property of LINGUASERVE. Therefore all these applications are subject to protection under intellectual and industrial property legislation, and any dissemination or reproduction, whether in whole or in part, without express consent from LINGUASERVE, is forbidden.

10. - Service guarantee. LINGUASERVE is subject to strict compliance with its quality standards. LINGUASERVE has a quality assurance service in place which includes, among others, revision prior to hand-off of the texts in their entirety, performed by a qualified translator other than the one who initially translated them, unless expressly stated otherwise by the Client.
The Client enjoys a 30-day period from the date of completion and delivery of the Services during which it may notify LINGUASERVE of possible faults or errors. LINGUASERVE will correct, at no cost to the Client, any error or discrepancy in the content of the Service taken out whose cause may be attributable to possible deficiencies in the provision of the Service, so long as no alterations have been made by the client or third parties to the results of the service provided.
At the request of the Client, in the event of a discrepancy with regard to the quality of translation work, LINGUASERVE and the client will, by mutual agreement, order and perform an independent audit by consisting of spot-checks, monitored and supervised at all times by both parties.
LINGUASERVE has taken out Liability Insurance for all its services.

11. - Changes made by third parties. LINGUASERVE will not be held liable for changes made by third parties without its prior consent in writing, or for improper use of its systems by third parties outside LINGUASERVE.

12. - Personal data protection.

Data Protection Officer: who you may contact by emailing dpo@linguaserve.com dpo@linguaserve.com

Purposes based on a contractual relationship: Personal data on the client, and on the people belonging to the organization, will be collected and treated to provide one or more chosen linguistic and translation services (translation services, multilingual website, linguistic services, interpreting services, localization and DTP, implementations and subscriptions and professional services), as well as technological solutions (GBC Server, GBC User, ATLAS Real Time, ProofEditor, MachineTranslation Server, Cava de Documentos and Telephone interpreting), processing queries, and administrative and accounting management. Clients will also have a username and password to access the client portal at the URL https://www.linguaserve.net
Purposes based on legitimate use: The signing of this service contract likewise entails your details being used to send you news bulletins, as well as commercial and promotional communications regarding our services via any medium, now or in the future, including email, SMS or fax. You may oppose receiving commercial communications at any time by emailing clients@linguaserve.com, or through any future communication you receive.
Purposes based on consent: subscription to the news bulletin, as well as participation in the company blog.
Storage Period: The client data will be stored following termination of the service for the period established by law (five years in general, except for special periods).
Source: The personal data will be collected directly from the interested party or through the organization in which they provide a service.
Recipients: The data will be forwarded to third parties for the purpose of complying with legal obligations, such as tax-related obligations, or obligations to the public authorities as necessary to provide the requested service.
Data Controller: LINGUASERVE will be regarded as responsible for the handling of the personal data provided by individuals. In the event of it having access to personal data for the provision of the service for which responsibility lies with a corporate body, organization, institution or company, LINGUASERVE will be regarded as being in charge of its handling, and will sign the relevant contract for taking charge of handling thereof, presented by the CLIENT responsible for its handling, together with specific instructions appropriate to the project.
Rights: Any person has the right to revoke their initial consent, to request access to the personal data that concern them, to request rectification or deletion, to request the limitation of their handling, to oppose their handling (if there is public interest or legitimate interest) and/or the right to portability. In any case, you may exercise your rights by email to clients@linguaserve.com , attaching your identification document. Anyone may submit a claim before the Spanish Data Protection Agency on the website www.agpd.es if they believe that their rights have not been met.

13. - Amendments. Any amendment you would like to have included in the Specific Conditions or in these General Conditions should be made in writing and signed by both parties.

14. - Cancellation. Non-compliance with the obligations imposed in the Specific Conditions or in these General Conditions, by either Party, will entitle the other party to cancel the contract unilaterally, subject only to the express and written demand for compliance, and that this has not been remedied within a maximum time period of 30 days.
LINGUASERVE may cancel or terminate the contract in cases of force majeure and where there is sufficient reason to believe that, in the event of any history of unpaid invoices, the Client will not satisfy payment of the agreed fees on completion of the provision of Services.

15. - Applicable law and submission to arbitration. This contract is governed by the laws of Spain, and any discrepancy will be submitted to legal arbitration in the framework of the Arbitration Court of the Madrid Chamber of Commerce and Industry, entrusted with administration of arbitration and the appointing of arbitrators in accordance with its regulations and bylaws. The parties record their commitment to abiding by the arbitration judgment that is given.