General Terms and Conditions for Service Delivery
These General Terms and Conditions for Service Delivery (the “Terms”) are entered into by and between Tala Noujeim, individual entrepreneur (the “Service Provider”), and any company, organization, or individual availing of her Services (the “Client”), together the “Parties.” They govern all Services provided by the Service Provider, including translation, interpretation, localization, communication support, terminology management, project management, and training services. The General Provisions set out below apply to all Services; each Roman-numeral section thereafter sets out the additional terms specific to the corresponding Service.
GENERAL PROVISIONS
1. Definitions
For the purposes of these General Terms and Conditions, the following terms shall have the meanings set out below:
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.
“Business Day” means any day other than a Saturday, Sunday or official public holiday in Lebanon.
“Client” means any individual, legal entity or organization requesting or receiving the Services from the Service Provider.
“Confidential Information” means any information disclosed by one Party to the other, whether orally, electronically, visually or in writing, including but not limited to business information, commercial information, financial information, technical information, documents, correspondence, trade secrets, personal data, methodologies, know-how, client lists, pricing information, and any information that would reasonably be understood to be confidential by its nature or the circumstances of its disclosure. Confidential Information shall not include information which:
· is or becomes publicly available without breach of these General Terms and Conditions;
· was lawfully known by the receiving Party before disclosure;
· is lawfully obtained from a third party without restriction;
· is independently developed without reference to the Confidential Information.
“Deliverables” means all translations, interpretations, localized content, glossaries, communication materials, training materials, reports, or any other work product produced by the Service Provider pursuant to the Services.
“Force Majeure Event” means any event beyond the reasonable control of a Party, including but not limited to natural disasters, earthquakes, floods, fires, epidemics, pandemics, war, terrorism, civil unrest, governmental actions, sanctions, strikes, labour disputes, interruption of transportation, telecommunications failures, cyberattacks, widespread internet outages or power failures.
“Intellectual Property Rights” means all copyrights, neighbouring rights, trademarks, service marks, trade names, patents, database rights, design rights, trade secrets, know-how and any other intellectual property rights recognized under applicable law.
“Party” means either the Client or the Service Provider individually, and “Parties” means both of them collectively.
“Quotation” means the written proposal issued by the Service Provider describing the Services, fees, estimated delivery schedule and any specific commercial conditions applicable to the relevant engagement.
“Services” means any service provided by the Service Provider under these General Terms and Conditions, including but not limited to translation, interpretation, localization, communication support, terminology management, project management and training services.
“Writing” or “Written” includes signed documents, e-mail communications and any other durable electronic communication capable of being retained and reproduced.
2. Entire Agreement
These General Terms and Conditions, together with the applicable Quotation and any written amendments expressly agreed by the Parties, constitute the entire agreement between the Parties concerning the Services and supersede all prior negotiations, discussions, representations, understandings, proposals or agreements, whether oral or written, relating to the same subject matter.
No amendment, variation or waiver of these General Terms and Conditions shall be effective unless made in writing and signed or otherwise expressly accepted in writing by both Parties.
3. Assignment and Subcontracting
The Client may not assign, transfer, delegate or otherwise dispose of any of its rights or obligations under these General Terms and Conditions without the prior written consent of the Service Provider.
The Service Provider may subcontract all or part of the Services to qualified third-party professionals, provided that such subcontracting does not reduce the level of service expected under these General Terms and Conditions. The Service Provider shall remain responsible for the coordination of the Services and shall ensure that any subcontractor is subject to confidentiality obligations substantially equivalent to those contained herein.
4. Notices
All notices, requests, demands, declarations and other communications required hereunder or given pursuant hereto shall be in writing and delivered personally, by courier or by email and shall become effective (i) if personally delivered or delivered through courier, when received, or (ii) if by email, on the next Business Day, addressed to the other Party at the address mentioned below or at such other address as either Party may from time to time designate for itself by written notice to the other Party.
For the Service Provider: Address: — Attention: — Email: —
For the Client: Address: — Attention: — Email: —
5. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under these General Terms and Conditions where such failure or delay results directly or indirectly from a Force Majeure Event.
The affected Party shall notify the other Party as soon as reasonably practicable after becoming aware of the Force Majeure Event and shall use reasonable efforts to mitigate its effects and resume performance as soon as reasonably possible.
Where a Force Majeure Event continues for more than sixty (60) consecutive days and materially prevents the performance of the Services, either Party may terminate the affected Services upon written notice without incurring any liability, save for payment obligations relating to Services already performed.
6. Data Protection
Each Party shall comply with all applicable data protection and privacy laws in relation to any personal data processed in connection with the Services, including, to the extent applicable, Lebanese Law No. 81/2018 relating to Electronic Transactions and Personal Data.
The Service Provider shall process personal data solely to the extent necessary to perform the Services and shall implement reasonable technical and organizational measures designed to protect such data against unauthorized access, disclosure, alteration or destruction.
The Client represents and warrants that it has obtained all necessary rights, authorizations and consents required to provide any personal data to the Service Provider for the purposes of performing the Services.
7. Severability
If any provision of these General Terms and Conditions is determined by any competent court or authority to be invalid, illegal or unenforceable, such provision shall, to the extent necessary, be deemed severed without affecting the validity, legality or enforceability of the remaining provisions, which shall continue in full force and effect.
The Parties shall negotiate in good faith a lawful replacement provision that most closely reflects the commercial intent of the invalid or unenforceable provision.
8. Waiver
No failure or delay by either Party in exercising any right, power or remedy under these General Terms and Conditions shall constitute or be deemed a waiver of that or any other right, power or remedy.
Any waiver shall be effective only if made expressly in writing and shall apply solely to the specific matter for which it is given.
9. Survival
Any provision of these General Terms and Conditions which, by its nature or purpose, is intended to survive the completion, expiry or termination of the Services shall continue in full force and effect following such completion, expiry or termination.
Without limitation, this shall include provisions relating to confidentiality, intellectual property, payment obligations, limitation of liability, dispute resolution, governing law and any accrued rights or obligations of the Parties.
10. Relationship of the Parties
Nothing contained in these General Terms and Conditions shall be construed as creating any partnership, joint venture, employment relationship, fiduciary relationship or agency between the Parties, except where a specific service expressly provides for a limited mandate for the sole purpose of performing that service.
Neither Party shall have authority to bind, represent or incur obligations on behalf of the other Party except to the extent expressly authorized in writing.
11. Cumulative Remedies
The rights and remedies provided under these General Terms and Conditions are cumulative and are in addition to any rights or remedies available under applicable law.
The exercise of any right or remedy by either Party shall not preclude the exercise of any other right or remedy available under these General Terms and Conditions or applicable law.
12. Confidentiality
The Service Provider undertakes to respect the confidentiality of information brought to her knowledge before, during or after the delivery of her service. The originals are returned to the Client simply upon written request.
The Service Provider shall not be held liable for any interception or misappropriation of information during the transfer of data, particularly via the Internet. Therefore, it is the Client's responsibility to inform the Service Provider, prior to or at the time of the order, of the means of transfer that he/she wishes to see implemented in order to guarantee the confidentiality of any sensitive information.
No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client. However, the Service Provider shall at all times exercise due discretion in respect of disclosure to any third party of any information contained in the Client’s original documents or translations thereof without the explicit authorization of the Client.
Nevertheless, a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material. The translator shall be responsible for the safe keeping of the Client’s documents and copies of the translations and shall ensure their secure disposal.
The confidentiality obligations contained in this Clause shall survive the completion, expiry or termination of the Services for a period of two (2) years.
13. Intellectual Property
Before submitting a document for translation to the Service Provider, the Client must ensure that he/she has the right to do so. The Client must then be the author of the original document or have obtained prior written permission for translation from the copyright holder of the document.
Otherwise, the Service Provider shall not be held liable in any way if any part of the documents provided by the Client infringes the intellectual property rights or any other rights of a third party or any applicable regulations. In such a case, the Client shall be solely responsible for any damages and financial consequences resulting from his/her negligence.
Translations are protected works under the Berne Convention and may not be reproduced or otherwise used in breach of the Service Provider’s copyright. Therefore, the Client acknowledges that the translation produced by the Service Provider constitutes a new document, the copyright to which is held jointly by the author of the original document and the Service Provider.
Consequently, in the case of services resulting in literary or artistic works protected under Lebanese Law No. 75 of 3 April 1999 on the Protection of Literary and Artistic Property, and without prejudice to the Service Provider's moral rights as author, the Service Provider reserves the right, unless otherwise expressly agreed in writing, to require that her name be acknowledged on copies of the work and in any public use or publication thereof, in accordance with Article 21 of the said Law. Consequently, in the case of services of a literary or artistic nature, and without prejudice to her economic rights over her work, the Service Provider reserves the right to require that her name be mentioned on any copy or publication of her service.
14. Terms of Payment
Unless agreed otherwise in the quotation, the invoice must be paid in full within 60 (sixty) days of its date of issue. The translation remains the property of the Translator until full payment is received.
In case of payment by check or bank transfer from abroad, all exchange and bank charges will be subject to a flat-rate surcharge specified in the estimate or will be entirely invoiced to the Client.
In the event of late payment, the Service Provider may, upon written notice to the Client, suspend the performance of any ongoing Services until all outstanding amounts have been paid in full, without incurring any liability for any resulting delay or non-performance.
Without prejudice to any other rights or remedies available under these General Terms and Conditions or applicable law, any amount not paid on its due date shall automatically accrue 8% interest or the legal interest rate applicable under Lebanese law, whichever is less, calculated from the day following the payment due date until the date of actual payment, whether before or after judgment.
The Client shall also reimburse the Service Provider for all reasonable costs and expenses incurred in recovering overdue amounts.
The Service Provider reserves the right to refuse any new order from the Client until all outstanding invoices, accrued interest and recovery costs have been paid in full.
15. Cancellation
If, for any reason, the Client wishes to cancel an order or a task in progress, the Service Provider must be notified in writing. In this case, the Client shall pay 100% (one hundred percent) of the agreed rate for the work already performed, together with fifty percent (50%) of the fees relating to the unperformed portion of the cancelled Services, as genuine pre-estimated compensation for the loss of the reserved time and resources.
Where the relevant Roman-numeral section below provides for a more specific cancellation regime (for example, for interpretation assignments), that specific regime shall apply instead of the default rule set out in this Clause.
16. Liability
The Service Provider’s aggregate liability arising out of or in connection with the Services shall in no event exceed the total amount actually paid by the Client for the specific Services giving rise to the claim.
To the maximum extent permitted by applicable law, the Service Provider shall not be liable for any indirect, incidental, consequential, special or punitive damages, including any loss of profits, loss of business, loss of opportunity, loss of goodwill, or loss of data, even if advised of the possibility of such damages.
Where the Service Provider engages subcontractors in accordance with Clause 3 (Assignment and Subcontracting) above, her liability for the acts or omissions of such subcontractors shall be limited to the exercise of reasonable care in their selection and coordination, subject to the limits set out in this Clause.
Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited by applicable law.
17. Amicable Settlement
The Parties shall use their best efforts to resolve amicably any dispute, controversy or claim arising out of or in connection with these General Terms and Conditions, including any question regarding their existence, validity, interpretation, performance, breach or termination.
Before commencing any judicial proceedings, either Party may refer the dispute to mediation administered by the Professional Mediation Center (Centre Professionnel de Médiation – CPM) of Université Saint-Joseph de Beyrouth (USJ), in accordance with the mediation rules in force at the time the mediation is initiated.
Unless otherwise agreed by the Parties, the mediation shall take place in Beirut, Lebanon, and shall be conducted in the English language.
The Parties undertake to participate in the mediation process in good faith and to cooperate with the appointed mediator in an effort to reach an amicable settlement.
If the dispute has not been resolved by a written settlement agreement within sixty (60) days from the appointment of the mediator, or such longer period as the Parties may agree in writing, either Party shall be entitled to commence proceedings before the competent courts of Lebanon.
The commencement of mediation shall not prevent either Party from seeking interim or conservatory measures from a court of competent jurisdiction where such measures are necessary to preserve its rights pending the outcome of the mediation.
18. Applicable Law — Jurisdiction
These General Terms and Conditions, and any dispute, controversy or claim arising out of or in connection with them, including any question regarding their existence, validity, interpretation, performance, breach or termination, shall be governed by and construed in accordance with the laws of the Republic of Lebanon.
Subject to the mediation procedure set out in Clause 17 (Amicable Settlement) above, the courts of Beirut, Lebanon shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of or in connection with these General Terms and Conditions or the Services provided hereunder.
I. Translation Works
1. Purpose
Translation services consist of rendering written text from a source language into a target language among Arabic, French and English, in accordance with the practices of the profession and the Service Provider’s professional standards.
2. Orders — Quotations
Each order is generally preceded by a free Quotation, prepared by the Service Provider on the basis of the documents provided or information communicated by the Client. The Quotation shall specify in particular:
· The type of service;
· The number of pages or words to be translated;
· The language of the translation;
· How the price of the service is to be determined. The service shall be invoiced either on the basis of a flat rate, on the basis of time spent, or on the basis of the Service Provider’s current rate per source word (i.e. the number of words contained in the text to be translated), according to the word count of Microsoft Word (or any other agreed-upon word count tool) on a per-page basis;
· A delivery date (or estimated delivery date) of the translation;
· The format of the documents to be delivered, in the event of a request for a specific layout of the delivered document;
· Any additional charge due to urgency, specific terminology research, or any other request outside the usual services provided by the Service Provider.
In order to confirm the order, the Client must return the Quotation to the Service Provider by e-mail without any modification and express his/her consent by writing “Good for approval.” If the Quotation has not been formally accepted, the Service Provider reserves the right not to start working on the Client’s project.
If the Quotation has not been accepted within one (1) month of its date, it shall be deemed null and void.
The Service Provider reserves the right, after having informed the Client, to increase the rates for services and/or not to respect the delivery date appearing on the Client’s initial order confirmation, in particular where the Client modifies or adds documents after the Quotation has been issued, or where documents were absent at the time the Quotation was made (if the quotation had to be made on the simple communication of the approximate number of words and an extract of the content to be processed).
In the absence of the Client’s express agreement to any such new delivery and/or billing terms, the Service Provider reserves the right not to begin her work.
Unless otherwise agreed upon in the Quotation, costs incurred for the delivery of the service (travel, accommodation, meals, etc.) are at the Client’s expense.
In the event that the Service Provider does not send the Client a Quotation, orders are placed by simply exchanging e-mails and translation services are invoiced in accordance with the Service Provider’s basic rate or any other rate agreed upon in the e-mail exchange. Any validation by the Client of a deadline communicated by the Service Provider shall be considered a confirmation of order.
3. Responsibility of the Service Provider
The Service Provider shall make every effort to translate as faithfully as possible to the original and in accordance with the practices of the profession, taking into account and integrating into the translation any information provided by the Client (glossaries, plans, drawings, abbreviations, etc.). The Service Provider shall not be held liable for any inconsistency or ambiguity in the original text, and the Client shall be solely responsible for checking the technical consistency of the final text.
4. Responsibility of the Client
The Client agrees to provide the Service Provider with all the texts to be translated and all technical information necessary for their understanding and, where applicable, the specific terminology required. If the Client fails to provide the Service Provider with the required information, the Service Provider shall not be held liable for any non-compliance or for failure to meet the deadlines.
The Client has 10 (ten) working days from the date of receipt of the translated or proofread documents to express in writing any concern relating to the quality of the service. After this period, the service is considered to have been duly delivered and no complaint will be accepted. The Client agrees to consider any e-mail acknowledgment of receipt as proof of delivery.
5. Delivery Deadline
The date of delivery shall only apply after the Service Provider has received all of the source materials necessary to perform the Services. The Service Provider shall promptly notify the Client of any circumstances reasonably likely to affect the delivery schedule. Delivery dates may be reasonably extended where delays arise from the Client, changes in scope, force majeure events, technical issues, or other circumstances beyond the reasonable control of the Service Provider.
6. Format and Delivery
The translation is delivered by e-mail in the format of the source text. Any other means of transfer or format must be expressly agreed upon between the parties and may be subject to additional charges.
7. Editing and Proofreading
In the event of disagreement on certain points of the service, the Service Provider reserves the right to edit her work in cooperation with the Client. If the translation is to be edited, the Service Provider shall receive the revised document for proofreading. Unless otherwise agreed in writing, any correction or proofreading shall be invoiced at the current hourly rate.
II. Simultaneous, Consecutive, Liaison and Conference Interpreting Services
1. Purpose
The services offered by the Service Provider under this Section consist of intellectual work involving simultaneous or consecutive interpretation, or liaison.
2. Orders — Quotations
The expected interpreting service shall give rise to a Quotation describing the work to be carried out, specifying its nature and purpose. The expected service may be detailed in a descriptive note or specification appended to the Quotation and forming an integral part thereof, specifying the methods of delivery, the timeframe, and the work control procedures if necessary.
Orders are not final until they have been confirmed in writing (e-mail) and/or after payment of a deposit as specified in the Quotation. The benefit of the order is personal to the Client and cannot be transferred without the agreement of the Service Provider.
Any change or cancellation of the order requested by the Client shall only be considered if received in writing before the delivery of the service. If the Service Provider does not accept the change or cancellation, any deposit already paid will not be returned.
3. Responsibility of the Service Provider
The Service Provider shall make every effort to deliver the interpreting service in accordance with the rules and practices of the profession, taking into account the information provided by the Client (glossaries, abbreviations, etc.). The Service Provider shall not be held liable for any inconsistency or ambiguity in the information provided by the Client prior to the delivery of the service, nor for any resulting non-conformity where the Client has failed to provide such information.
4. Responsibility of the Client
The Client undertakes to provide the Service Provider, several days before the conference/meeting, with the texts and materials of the speeches to be given and any technical information necessary for understanding and, if necessary, the specific terminology required. The Client shall ensure that all necessary facilities, technical equipment, access credentials and conference documentation are made available sufficiently in advance to enable the Service Provider to perform the Services.
5. Fees and Hours of Work
The amount of fees and allowances (transportation, accommodation, meals, etc.) shall be agreed upon. Unless otherwise agreed in writing, all fees are exclusive of any applicable taxes, duties or governmental charges, which shall be borne by the Client where applicable. Unless otherwise provided for by law, remuneration will be paid net of any tax deductions. It includes the actual work done during the day(s) of the conference/meeting as well as the time required for the preparation of the interpreters and their travel.
Unless otherwise agreed by the parties, the normal and recommended practice for a day of interpretation is 8 hours including 2 hours of breaks. Hours worked in excess of this duration shall be invoiced, at the option of the interpreters, on a pro rata basis according to the hourly calculation of 6 hours of work. Daily rates are flat rates and cannot be split; any day of work begun is deemed to be due by the Client, even if its actual duration is less than that of the normal session.
The number of interpreters required for the assignment is determined by the type of service, the number of languages, the subject matter and the daily duration of the conference/meeting. Interpreters are free to organize their work within their teams as they see fit.
If the interpreting service takes place outside the interpreter’s place of work and travel the day before is compulsory, this shall give rise to a per diem. If the previous day’s journey has to be made during working hours, preventing the interpreter from performing another service, an approach fee to compensate for this loss of earnings may be charged by mutual agreement with the Client. The same applies if the interpreter cannot return until the day after the service.
6. Recordings, Broadcasts and Interpretation-Specific Intellectual Property
Recordings and/or broadcasts of the interpreting performance are not permitted. After authorization from the Service Provider, recordings and/or broadcasts, whatever the medium, will give rise to an additional charge equivalent to a percentage of the fees excluding taxes, to be mentioned in the Quotation.
The Client shall not use artificial intelligence tools, speech recognition systems, machine learning systems or automated transcription services to record, process or reproduce the interpreting services without the Service Provider’s prior written consent.
7. Cancellation and Modification
In the event that the Client fails to perform any of its obligations, and fifteen (15) days after formal notice to perform such obligation, the Service Provider may request the termination of the contract by registered letter with acknowledgement of receipt, without prejudice to damages.
In the event that the Client cancels a confirmed order, a penalty must be paid, the amount of which will depend on the time remaining between the date on which the Service Provider is notified in writing of the cancellation and the date set for the start of the interpreting service. The method of calculating the penalty shall be mentioned in the Quotation or in an attached document. If the cancellation occurs less than 48 hours before the conference, the full amount must be paid. Upon cancellation by the Client, the Service Provider shall also be entitled to recover any non-refundable travel, accommodation or other expenses already incurred.
In the event that the organization of the conference/meeting is modified in a way that has repercussions on the interpreting service to be provided (addition of a working language, changes in schedules, dates, etc.), the Quotation will no longer be valid, even after signature, and a new Quotation will be issued.
Appendix 1 — Special Case: Remote Interpretation
1. Scope
This appendix to Section II above determines the contractual conditions applicable to the delivery of remote interpreting services.
2. Purpose
Remote interpreting is the intellectual work of simultaneous or consecutive conference interpreting in a setting where the interpreter(s) is (are) not physically in the same location as some or all of the participants in a meeting or conference.
3. Duration of the Service
Due to the cognitive overload involved in remote interpreting, remote interpreting can only be used for short assignments. The duration is determined by the parties.
4. Fees and Working Hours
Remote interpreting requires the same preparation and availability as a conventional assignment. Therefore, the flat-rate remuneration conditions mentioned in Clause 5 (Fees and Hours of Work) of Section II above shall apply to remote interpreting services.
Due to the cognitive overload that remote interpreting involves, the cost of the service is increased; the percentage increase is mentioned in the Quotation.
5. Rights and Obligations of the Parties
a) The Service Provider reserves the right to interrupt the session if the conditions are deemed too unfavorable to guarantee quality interpretation.
b) The Client agrees to comply with the instructions given by the Service Provider and, if applicable, the technician, in particular concerning the discipline of the participants, and agrees to inform the Service Provider, upon signature of the Quotation, of the methods and platform to be used for the remote interpretation.
6. Coordination and Testing
The practical terms of the service may be negotiated between the Service Provider and the Client. Any change in the terms and conditions must be communicated to the Service Provider as soon as possible and agreed between the parties; failing this, the Service Provider reserves the right to cancel her participation in the assignment without incurring any liability. The Client and the Service Provider shall agree in advance on the best way to test the remote interpretation setup for each assignment, under conditions that resemble as closely as possible the real conditions of practice.
7. Liability
The Service Provider shall not be held liable for the delivery of remote interpreting services in the event of technical or connection failure, or in the event of failure to respect confidentiality with regard to information or data passing through during the connection, in each case without prejudice to Clause 16 (Liability) of the General Provisions above.
8. Recording of the Service
The recording of the service is forbidden, except by express agreement between the parties. In this case, any recording will result in an increase in fees, in application of Clause 6 (Recordings, Broadcasts and Interpretation-Specific Intellectual Property) of Section II above.
9. Settlement of Disputes
Any dispute concerning the application or interpretation of this appendix shall be subject to Clauses 17 (Amicable Settlement) and 18 (Applicable Law — Jurisdiction) of the General Provisions above.
III. Localization Services
1. Purpose
Localization is the adaptation of content — including tone, register, cultural references, imagery, dates, currencies, units of measurement, and idiomatic expressions — so that it is linguistically and culturally appropriate for a specific target market, going beyond a literal or direct translation of the source text.
2. Orders — Quotations
Each order is generally preceded by a free Quotation specifying the scope of the localization requested, the target market and language(s), the pricing method, and the estimated delivery date. Orders are only confirmed once the Client has returned the Quotation without modification and expressed written approval. If the Quotation has not been accepted within one (1) month of its date, it shall be deemed null and void.
3. Responsibility of the Service Provider
The Service Provider shall make every effort to adapt the content faithfully to the intent of the original while ensuring it is linguistically and culturally appropriate for the specified target market, in accordance with the practices of the profession.
4. Responsibility of the Client
The Client shall provide the Service Provider with all information reasonably necessary to carry out localization effectively, including a description of the target market and audience, any existing brand, style, or tone-of-voice guidelines, and any previously localized materials. In the absence of such information, the Service Provider shall localize the content on the basis of her professional judgment and general market knowledge, and shall not be held liable for any dissatisfaction with subjective stylistic or cultural choices that were not specified in advance by the Client.
5. Client Validation and Approval
The Service Provider shall submit the localized content for the Client’s review and shall make any refinements requested within the scope originally agreed upon at no additional cost. Requests for revisions going beyond the original brief, or amounting to a change in creative direction, shall be treated as additional work and invoiced accordingly.
If the Client does not provide comments within ten (10) business days following delivery, the localized content shall be deemed accepted.
6. Fees
Localization requires additional cultural, linguistic, and often research work beyond standard translation, and is invoiced at the rate specified in the Quotation, whether as a flat rate, an hourly rate, or a percentage surcharge applied to the underlying translation.
7. Localization-Specific Intellectual Property
The localized content constitutes a new adapted work within the meaning of Lebanese Law No. 75/1999 on the Protection of Literary and Artistic Property, without prejudice to Clause 13 (Intellectual Property) of the General Provisions above.
IV. Communication Support Services
1. Purpose
Communication support consists of oral or written communication carried out on the Client’s behalf, and/or coaching and guidance provided to the Client to help them communicate clearly, confidently, and effectively across languages and cultures.
2. Orders — Quotations
Each order is generally preceded by a free Quotation specifying the nature of the support requested (one-off communication, ongoing coaching, or consultancy), the languages involved, the pricing method, and the estimated timeframe. Orders are only confirmed once the Client has returned the Quotation without modification and expressed written approval.
3. Nature of the Mandate and Responsibility of the Service Provider
Where the Service Provider communicates on the Client’s behalf (for example, drafting or sending correspondence, or representing the Client’s message to a third party), she does so strictly within the scope of the instructions given by the Client, in the manner of a limited mandate governed by the general principles of agency under the Lebanese Code of Obligations and Contracts, and within the limits of Clause 10 (Relationship of the Parties) of the General Provisions above.
The Service Provider shall not execute any legally binding commitment, settlement, admission of liability, or contractual undertaking on behalf of the Client unless expressly authorized in writing.
4. Responsibility of the Client
The Client shall provide clear instructions, relevant background, and any constraints (legal, commercial, or reputational) applicable to the communication. The Service Provider shall not be held liable for any consequence resulting from incomplete, inaccurate, or late instructions provided by the Client.
5. Fees
Communication support is invoiced on the basis of a flat rate, an hourly rate, or a package rate, as specified in the Quotation, depending on whether the service consists of one-off support or ongoing coaching or consultancy.
V. Terminology Management Services
1. Purpose
This Section applies to the creation, maintenance, and delivery of glossaries and terminology databases (the “Glossary”) by the Service Provider for her Clients. A Glossary is a structured reference document listing an organization’s key terms, their approved translations, and their definitions across the relevant languages, intended to ensure consistency across all future translation, interpretation, and communication work.
2. Orders — Quotations
Each order is generally preceded by a free Quotation specifying the scope of the Glossary (languages, number of terms, subject matter), the pricing method, and the estimated delivery date. Orders are only confirmed once the Client has returned the Quotation without modification and expressed written approval.
3. Responsibility of the Service Provider
Unless otherwise agreed, the Service Provider builds the Glossary on the basis of the documents, previous translations, and terminology preferences provided by the Client, supplemented by her own research and professional judgment.
4. Responsibility of the Client
The Client is responsible for reviewing and validating the Glossary’s content, in particular any terms specific to its internal usage, branding, or regulatory environment. Any request to update or expand the Glossary after delivery shall be treated as a new order and invoiced separately, unless an ongoing maintenance arrangement has been agreed in writing.
5. Fees
The Glossary is invoiced at the flat rate, per-term rate, or hourly rate specified in the Quotation.
6. Ownership of the Glossary
Upon full payment, ownership of the Glossary as a compiled work specific to the Client passes to the Client. This does not extend to the Service Provider’s own working methods, templates, terminology management tools, or any pre-existing glossary entries developed independently of the Client’s project, which remain the Service Provider’s property in accordance with Clause 13 (Intellectual Property) of the General Provisions above.
VI. Project Management Services
1. Purpose
This Section applies to comprehensive, multi-service, or multilingual projects coordinated by the Service Provider on behalf of the Client, whether performed personally or through a network of trusted collaborators (translators, interpreters, proofreaders, or other language professionals).
2. Orders — Quotations
Each order is generally preceded by a free Quotation describing the scope of the project, the services involved, the pricing structure (management fee and/or underlying service costs), and the estimated timeline.
3. Responsibility of the Service Provider
When acting as project manager, the Service Provider acts as the Client’s single point of contact and coordinator, in the manner of a contract of mandate under the general principles of the Lebanese Code of Obligations and Contracts, and within the limits of Clause 10 (Relationship of the Parties) of the General Provisions above. The Service Provider remains responsible for the coordination, quality control, and timely delivery of the project as a whole.
Collaborators may be engaged in accordance with Clause 3 (Assignment and Subcontracting) of the General Provisions above. The Service Provider shall remain the Client’s sole point of contact for the project, shall remain responsible only for exercising reasonable care in the selection and coordination of collaborators and shall not be liable for acts or omissions of independent subcontractors beyond the limits set out in the Liability Clause.
4. Responsibility of the Client
The Client shall provide, in a timely manner, all information, source materials, and approvals required for the Service Provider to coordinate the project, and shall communicate with the Service Provider as the single point of contact for the project rather than directly with individual collaborators, unless otherwise agreed.
5. Fees
Project management services are invoiced either as a percentage management fee applied to the cost of the underlying services, or as a separate flat or hourly fee, as specified in the Quotation. Where multiple services are combined in a single project, each underlying service remains subject to the terms of the corresponding Roman-numeral section of these Terms (for example, Section I for translation, Section II for interpretation).
6. Project-Specific Intellectual Property
Ownership of any project deliverables shall be governed by the intellectual property provisions applicable to each underlying service performed as part of the project, subject to Clause 13 (Intellectual Property) of the General Provisions above.
VII. Training Services
1. Purpose
This Section applies to training services, including masterclasses, workshops, and consultancy sessions provided by the Service Provider to the Client’s staff or collaborators.
2. Orders — Quotations
Each order is generally preceded by a free Quotation specifying the content, duration, format (in-person or remote), language(s), and fee for the training. Orders are only confirmed once the Client has returned the Quotation without modification and expressed written approval.
3. Responsibility of the Service Provider
The Service Provider undertakes to deliver training in accordance with the standards and practices of the profession, on the basis of an obligation of means rather than an obligation of result.
4. Responsibility of the Client
The Client shall ensure that participants have the technical means and availability required to attend the training as agreed, and shall provide any information about participants’ level and needs reasonably necessary for the Service Provider to prepare the training.
5. Fees
Training services are invoiced on the basis of a flat rate or an hourly/daily rate, as specified in the Quotation.
6. Training Materials and Intellectual Property
All training materials, slides, exercises, and methodologies developed or used by the Service Provider remain her exclusive intellectual property, protected under Lebanese Law No. 75/1999 on the Protection of Literary and Artistic Property. The Client and participants are granted a limited, revocable, non-transferable and non-sublicensable license to use such materials for their own internal training purposes only; reproduction, distribution, publication, or use of the materials for any commercial or training purpose beyond the Client’s own organization is prohibited without the Service Provider’s prior written consent.