- General
The contract under which Talk Finance sàrl (hereinafter “Talk Finance”) offers and provides translation and/or interpretation services to its clients (hereinafter the “Contract”) is subject to the following terms and conditions (hereinafter the “T&Cs”). Any other terms and/ or conditions appearing in an order from a client, or otherwise stipulated by the client, shall have no effect unless Talk Finance has given its prior written acceptation.
The Contract shall become effective from the date of: (i) the written acceptance by the client of the quotation proposed by Talk Finance, (ii) in the event of a recurring order under a service package negotiated between the Parties, an order transmitted by the client and accepted by Talk Finance, or (iii) in the event that the Parties shall have agreed upon word count pricing for all translation services to be rendered by Talk Finance, the order transmitted by the client and accepted by Talk Finance.
The Parties agree that Talk Finance shall not be required to accept an order for translation services, notwithstanding the provisions set forth in clauses (ii) and (iii) above.
- Quotations
Except with respect to orders as described in clauses (ii) or (iii) of the preceding paragraph, each new order for translation services (herein below the “Service(s)”) by the client shall be preceded by a quotation as established by Talk Finance. Such quotation shall remain in effect for a period of thirty (30) calendar days from the date thereof. Quotations are given on the basis of the client’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended, at any time, if Talk Finance deems the description of the source materials is materially inadequate and/or inaccurate.
- Financial Terms
3.1 Price
The Services rendered by Talk Finance shall be subject to payment by the client of the price established by Talk Finance in its quotation or, if applicable, based upon a service package rate and/or pricing as expressly agreed to in writing between the parties. Notwithstanding the foregoing, Talk Finance reserves the right to increase the price in the event that it determines that such price does not correspond to the level of services required for the rendering of the Services.
3.2 Payment
Except as provided to the contrary in the quotation, all payments under the Contract shall be payable in Euros. All payments are exclusive of value added tax and/or any other tax or duty. Talk Finance shall invoice the client for all appropriate taxes and expenses for which it is liable to collect. Any reduction in price indicated on the invoice shall solely be applicable in the event that such invoice is paid by the client within thirty (30) calendar days of the date thereof. Any quotation established in a currency other than the Euro shall be based upon a rate of exchange in effect on the date of the quotation. Unless otherwise agreed, pricing shall be subject to increase or decrease based upon any variance in the rate of exchange effective on the date of invoice. All payments shall be made within thirty (30) calendar days from the date of invoice, and shall be made without deduction or set-off for any actual or potential bank charges. Any amount unpaid as of the payment date shall be subject to interest, without the necessity of legal or extrajudicial proceedings, for the period from the due date of such payment through the actual date of payment, at the legal rate in force set by the current Grand-ducal regulations in accordance with the Law of 18 April 2014, as amended. In the event of default in payment of the invoice as set forth above or as otherwise set forth in the Contract, Talk Finance reserves the right to suspend any additional Services with respect to the order in effect or any other order made by the client, without prejudice to any other right of Talk Finance may have.
- Delivery
Unless otherwise expressly agreed by Talk Finance, any delivery date established for translated documents or for other Services shall be considered only as an estimate, to the extent that any delay in delivery shall not be considered by the Parties as a material condition for the delivery or for performance of Service and that time is not of the essence for the rendering of Services.
In the event of delay in delivery or performance of Services by Talk Finance and/or a service provider or subcontractor thereof, for any reason whatsoever, in no event shall the client refuse the delivery, the rendering of Services, terminate the Contract and/or claim any damages with respect thereto. In no event shall Talk Finance be held liable for any direct or indirect damages incurred by the client or any third party arising from any possible delay, non-performance or failure in the delivery or performance of Services in the event that such delay is not material .Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to the client shall, for the purposes of the Contract, constitute delivery to the client. Talk Finance may deliver by instalments in such quantities as Talk Finance may reasonably decide. Such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the client to cancel any subsequent instalments or repudiate the Contract as a whole.
- Talk Finance Responsibility and Liability
The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
Talk Finance shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the translated works and perform the Services. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the translated works shall be incorporated unless expressly set out in the Contract. Talk Finance shall incur no liability to the client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of Talk Finance prior to the Contract, whether orally or in writing, and the client shall not be entitled to rescind the Contract on the grounds of any such misrepresentation. Talk Finance does not warrant that the translation works will meet the client’s specific requirements and, unless otherwise agreed, Talk Finance does not warrant that the operation of any translated works sent to the client will be uninterrupted or error free.
Furthermore, Talk Finance does not warrant or make any representation regarding the use of the translated works in terms of their accuracy, correctness, reliability or otherwise. The client acknowledges that any original works and translated works submitted by and to the client over the Internet cannot be guaranteed to be free from the risk of interception and that Talk Finance will have no liability for the loss, corruption or interception of any original works or translated works. Save in respect or death or personal injury resulting from Talk Finance’s negligence, Talk Finance’s liability to the client in respect of the provision of the Services and/or the translated works shall be limited as follows: – Talk Finance shall not be liable for loss of profits, business, Contracts, revenue, damage to the client’s reputation or goodwill, anticipated savings, and or any other indirect and/or consequential loss or damage whatsoever. – Talk Finance entire liability to the client under the Contract, including but not limited to, in respect of the Services and the translated works, shall not exceed one and a half times the price payable to Talk Finance by the client under the Contract to which any claim relates. The client must notify Talk Finance within thirty (30) days of delivery of the translated works of any claim arising out of the provision of the Services and/or the translated works, together with full details of such claim. In any event, Talk Finance shall not be liable to the client if the client fails to notify Talk Finance within thirty (30) days as from the delivery of the translated works. The client must notify Talk Finance within thirty (30) days of delivery of the translated works of any alleged inaccuracies in the translated works, at which point Talk Finance’s liability will be no more than to rectify any such alleged inaccuracies, that Talk Finance feels to be justified, to Talk Finance’s satisfaction. At no time will such allegations delay payment.
- Client Responsibility and Liability
The client warrants, represents and undertakes that the materials submitted by the client shall not infringe the intellectual property rights of any third parties. The client agrees, upon demand, to indemnify Talk Finance(which for the purposes of this clause includes Talk Finance’s employees, agents and/or sub-contractors), and keep Talk Finance indemnified, from all claims, actions, responsibility, losses, damages, injury, costs and expenses of whatever nature suffered by Talk Finance to the extent that the same are caused or related to : (a) the use and/or possession by Talk Finance of any of the original works or materials provided by the client in relation to the provision of the Services, including the breach of any intellectual property rights of any third party in or to any such original works or materials; (b) the processing by Talk Finance of any data in the provision of the Services; (c) any breach of warranty given by the client in this clause; any other breach by the client of these T&Cs, (d) any infringement to any applicable regulation.
- Intellectual Property
All intellectual property (including, but not limited to copyright) in the original works shall vest in the client (or the client’s licensors) bit. For the avoidance of doubt, the client hereby grants to Talk Finance (and Talk Finance subcontractors) a license to store and use the original works for the duration of the Contract and for the purposes of providing the services to the client. Translated works remain the property of Talk Finance.
For purposes of the business of Talk Finance, the client authorizes Talk Finance to represent on its internet site www.TalkFinance.biz any identifying elements of the client including, without limitation, its company name, logo, trade name and the like. The parties expressly acknowledge and agree that such authorization shall be without any compensation by Talk Finance to the client or any other entity. In such regard, the client shall indemnify and defend Talk Finance against any claim or action which it may incur with respect to such authorization.
- Privacy &Confidentiality rules
You share personal data with TALK Finance when you become a customer, sign a contract, use our products and services or contact us through one of our channels. TALK finance complies with the EU General Data Protection Regulation (GDPR).Details on how your personal data is collected and stored, contact details of our Data Privacy Officer and Cookies policy can be found on our web site https://www.talkfinance.biz/privacy
Subject to the terms of this clause and save as necessary in order for Talk Finance to provide the Services neither party may use any of the other party’s confidential information. Subject to the terms of this clause, neither party may disclose to any other person the other party’s confidential information.
Either party may disclose the confidential information of the other to its (or any of its associated company’s) personnel, sub-contractor’s personnel and/or any person whose duties reasonably require such disclosure, on the condition that the party making such disclosure ensures that each such person to whom such disclosure is made is informed of the obligations of confidentiality under these T&Cs.
The obligation of confidentiality contained herein shall survive termination of the Contract howsoever caused.
- Force majeure
Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.
- Termination
Talk Finance shall be entitled to terminate as of right and without prior notice the Contract if the client commits a material breach to the Contract and/or the T&Cs. Such termination will become effective upon reception by the client of the termination notice issued by Talk Finance.
Any termination of the Contract for any reason shall not prejudice any rights and/or remedies which may have accrued to either party. If the Client subsequently cancels, reduces in scope or terminates the Contract for any reason, the full price for the Contract shall remain payable unless otherwise agreed in advance. Any original works provided to Talk Finance, or translated works completed by Talk Finance, under the Contract shall be made available to the client on termination of the Contract.
- Miscellaneous
11.1 Talk Finance may engage any firm, company or individual as its sub-contractor to perform any or all of its obligations under the Contract and/or the T&Cs.
11.2 Talk Finance may assign any or all of its rights and obligations under the Contract and/or the T&Cs. The client shall not in any case assign any or all of its rights and obligations under the Contract and/or the T&Cs.
11.3 The invalidity, opposability or, more generally, the lack of effect, of any provision hereof shall not affect the validity of the remainder of the Contract.
- Applicable Law and Disputes
The Contract shall be governed by and construed in all respects in accordance with the laws of the Grand-Duchy of Luxembourg and the parties hereby submit to the jurisdiction of the Courts of Luxembourg.
