GENERAL CONDITIONS OF SALE
valid as from 1st January 2006
Atom e-City Ltd.

These general conditions of sale are available at any time on our Internet site, and can be sent by fax on request. The present General Conditions of Sale have contractual effect between Atom e-City Ltd. and its Clients, upon signature of a Quotation-Purchase Order.

The placing of an order following receipt of the Quotation-Purchase Order implies full and unreserved acceptance of these General Sales Conditions on the part of the Client, unless otherwise specified in writing within individual agreements signed by both the Atom e-City Agency and by the Client.

DEFINITIONS

In these terms and conditions, the following words mean:

  • Quotation-Purchase Order: a document issued by Atom e-City Ltd. providing a description of the tasks to be carried out, as well as the turnaround time and the corresponding rate, valid following confirmation within 5 (five) days of its date of issue. The return of this signed quotation by fax acts as your purchase order.
  • Client: any individual or corporate entity represented by the purchaser signing the Quotation-Purchase Order. Atom e-City Ltd. understands without restriction that any employee or contractor of a company or organisation placing an order on behalf of this company or organisation shall have received prior authorisation from the management to undertake the procurement of services.

QUOTATION

1. Our translation services are calculated on the basis of a unit price per source word (i.e. per word contained in the original text to be translated, calculated using the Word Count Statistics tool in MS Word).
Our proofreading, redrafting, formatting and development services are charged on the basis of an hourly rate, after calculation of the number of hours required to carry out the job requested.

2. All of our basic unit rates are displayed on our Internet site (under the Rates heading) and are available on request. These basic rates may be subject to an additional charge depending on the format of the documents to be translated, the technical nature of the texts, or urgent deadlines.

3. Any decision relating to discounts or the application of a sliding scale charge structure remains at the sole discretion of Atom e-City Ltd. When applying a discount, Atom e-City Ltd. is not obliged to apply the same discounts again on any subsequent job requests.

4. Unless otherwise requested, the translation of text contained within images, Flash animations, etc., is returned, as normal practice, separate from the image. However, for an additional hourly fee, our agency is able to carry out the integration work or image retouching (see Reformatting heading).

5. Every order is subject to a prior free detailed quotation, drawn up on the basis of the documents to be translated, as supplied by the client. The rate provided in the Quotation-Purchase Order is fixed and final except in the following cases: a) the modification of the content or the addition of documents by the client once the order has been confirmed; b) the absence of documents at the time of calculating the quotation, in cases where the quotation calculation was based on an indication of the approximate number of words and an extract of the content; c) in more exceptional cases, the under-estimation of the work to be done, relating in particular to services invoiced on an hourly basis.
Atom e-City Ltd. reserves the right to review the rate indicated in the Quotation-Purchase Order once in receipt of the documents and shall inform the client of any modification to the rate before commencing the project.

ORDER

6. All orders must be confirmed in writing, by returning the Quotation-Purchase Order issued by Atom e-City Ltd. by post or by fax, with the date, the signature and stamp of the purchaser, preceded by the words "Read, approved and agreed". Failing receipt of the duly signed order confirmation, we reserve the right to suspend work on the order. For Individuals, confirmation of the order is effective upon receipt of payment in advance.

7. Provided that order confirmation is received within 5 (five) days of the quotation’s date of issue, the delivery period indicated on the quotation shall be effective as from the day on which the order is confirmed. In the event that an order is confirmed more than one week after the issue of the quotation, the delivery period may vary depending on the availability of the translators at the time of receiving confirmation. In such cases, the Atom e-City Ltd. Project Manager is responsible for informing the Client of any changes to the estimated delivery date.

8. Together with the documents submitted for translation, the Client may submit reference documents and/or diagrams, drawings, or plans to facilitate the understanding of technical documents. Any glossaries supplied by the Client will therefore be used and incorporated into the translation.

9. All orders where the amount (before taxes) exceeds EUR 2500 (Two thousand five hundred Euros) shall be subject to a 50% advance payment (exact amount to be indicated on the quotation). In this case, work on the translation shall not commence before receipt of the advance payment (payable by bank transfer, cheque or via Paypal).

CONFIDENTIALITY

10. Under all circumstances, Atom e-City Ltd. undertakes to keep strictly confidential any information translated, reviewed, or merely entrusted to it, of whatever nature, whether personal, commercial, scientific, legal, or any other.

11. In other words, Atom e-City Ltd. undertakes to fully comply with the regulations applicable to confidentiality and trade secrets, and not to disclose any information to third parties without prior written agreement from the client whether at the time of performing the work or at any time thereafter.

12. Translators working on behalf of Atom e-City Ltd. are bound by a Confidentiality Agreement and therefore equally accept their liability in the event of their disclosure of the information made available to them for the purposes of their translation services.

13. The responsibility of Atom e-City Ltd. and its translators is not applicable in the case of the transfer of data over the Internet. In this respect, the Client expressly recognises that data transported over the Internet is not protected from any possible misappropriation, and that the communication of any information of a sensitive nature is at the sole risk of the user. In consequence of the foregoing, the Client undertakes not to hold Atom e-City Ltd. liable for any possible leakage of information or data exchanged over the Internet.

PAYMENT TERMS

14. Except in the case of any special conditions agreed at the time of the confirmation of the order, invoices are understood to be net, without discount, and payable within 30 (thirty) working days from the issue date of the invoice for business Clients. Individuals are required to pay in advance, by cheque or bank transfer, or via PayPal; receipt of the payment then acts as confirmation of the order.

15. Settlement should be made by cheque or bank transfer, to Atom e-City Ltd. (UK). The postal address of the UK office of Atom e-City Ltd. always appears at the top of the Purchase Order and the Invoice. Details of the bank account (or the IBAN number in the case of international transfers) are available on request.

16. Except where otherwise indicated at the time of the order, the effective invoice address shall be that indicated by the Client in their quotation request.

17. Where payment is delayed, orders in progress may be legitimately suspended until full settlement of the payment or the resolution of disputes.

18. In the event of repeated non-payment and/or failure to respond to initial reminders, Atom e-City Ltd. reserves the right to undertake any necessary proceedings to recover the amount of the invoice. The Client will be sent formal notice, by registered mail with acknowledgement of receipt, to settle within 8 (eight) working days as from the date of receipt of such formal notice. In the event that such formal notice is ineffective, the Client shall be liable to pay late payment interest calculated from the settlement date indicated on the invoice. The late payment penalty rate taken into account corresponds to the European Central Bank’s refinancing rate (refi or repo rate), plus 7 (seven) points. As of 6 December 2005, the late payment penalty rate is thus 9.25%. Additionally the Client shall be liable to pay all other costs arising from the recovery proceedings, and in particular the flat rate for opening the recovery case amounting to EUR 80 (eighty euros) before taxes.

19. Until full and final payment for the services provided, namely translation, proofreading/revision or localisation, Atom e-City Ltd. shall hold the reproduction rights of all translated documents, whether in whole or in part, in accordance with the legislation in force pertaining to intellectual property. In the case of non-payment, any use, representation, or reproduction of the translation in question, whether in whole or in part, shall remain unlawful. Atom e-City Ltd. reserves the right to institute all necessary proceedings in the application of its rights of ownership.

ACCOUNTABILITY, LIABILITY

20. By placing an order, the client accepts to settle the invoice by the indicated due date, usually within 30 (thirty) days at the end of the month. Any special arrangement requested by the Client at the time of confirming the order that is accepted by Atom e-city shall be indicated on the invoice.

21. Atom e-City Ltd. shall ensure permanent quality control procedures with respect to the execution of the projects entrusted to it. Atom e-City Ltd. undertakes to deploy in the execution of its services all the resources required for the performance of such services, and shall ensure that these resources have the requisite skills and means to perform such services effectively.

22. The Client shall be granted a period of five (5) working days as from the receipt of the translated or proofread documents to make known in writing any disagreement with respect to the quality of the services. Once this period has elapsed, the services shall be considered to have been duly executed and shall be subject to invoice. The conditions for complaints made by the Client are set out below, in the paragraph entitled COMPLAINTS.

23. Atom e-City shall not be held liable, for any reason whatsoever, for work that is not stylistically satisfactory or for the choice of alternative terminology.

24. Defects present in one part of the translation shall not be grounds, for any reason whatsoever, for questioning the entire project. Atom e-City reserves the right to make modifications to the translation and/or may grant the Client a discount or a credit where complaints are justified.

25. In the event of dispute as to the quality of the services rendered, the liability of Atom e-City Ltd. shall never exceed the invoice amount of the order in question. Atom e-City shall under no circumstances be held liable by the Client or any other party for indirect, incidental, special or consequential damages (including, but not limited to, loss of profits or savings, work interruptions, deterioration or replacement of equipment and goods, or the recovery or replacement of programmes or data) arising from complaints based on the accuracy, readability, precision or coherence of the data handled by Atom e-City Ltd., even if the latter has been informed of the possibility of such claims or damages.

26. The I.T. Development Department of Atom e-City Ltd. is continuously seeking to implement the best possible means of EDI transfer with a view to reducing delays and guaranteeing optimum speed of service by means of the Internet. Nevertheless, many circumstances linked to the operation of the infrastructure are beyond its control. Consequently, Atom e-City Ltd. shall not be held liable for delays in delivery caused by: a) technical problems beyond its control, b) any eventual delays incurred by communications by fax, modem, e-mail or any other data carriers, c) cases of force majeure.

27. At the Client’s express request, any delay demonstrated as being directly attributable to Atom e-City Ltd. shall be compensated up to the value of 5% (five percent) of the initial value of the order in the form of a discount on the invoice or a credit against the next order. Any delay that is directly attributable to the Client (delay in the delivery of files, delay pending necessary information, invalid format, unreadable text, etc.) shall not give grounds for any compensation on the part of Atom e-City.

CANCELLATION

28. Any order is considered to be confirmed upon receipt of the duly signed Quotation-Purchase Order or upon receipt of a Purchase Order or Purchase Requisition issued by the Client’s authorised departments, or, where appropriate, upon receipt of a partial payment (for businesses) or full payment (for individuals).

29. In the event of the cancellation of a translation order notified by the Client, any work performed up to that moment shall be charged at 100% of its value, and the remaining quoted value of the job shall be invoiced at 50%. It is understood that in the event where an order has not yet been commenced as a project at the time of its cancellation, Atom e-City may, at its sole discretion, waive the charges for the order.

COMPLAINTS

30. Any complaints deriving from the quality of the services supplied by Atom e-City shall be submitted in writing and only taken into consideration if received by registered mail with return receipt (or by e-mail with automatic return receipt addressed to the Atom e-City Project Manager handling the project) within 5 (five) working days following the delivery of the job.

31. All complaints must be accompanied by precise corrections and explanatory comments on the nature of the disputed text, with pertinent supporting examples.

32. Once the indicated period has elapsed, all translations shall be deemed to be correct and shall be legitimately invoiced.

33. In the event of a legitimate claim concerning the quality of the work performed, Atom e-City may after agreement with the Client or at its sole discretion, adopt one of the following compensatory measures:

  • grant a discount against the invoice, of up to a maximum amount of 40% of the value of the invoice concerned, before taxes, or
  • grant a credit against a future order up to a maximum amount of 40% of the value of the invoice concerned, before taxes, or
  • carry out at its own expense, and within a timely manner, a revision of the disputed text performed by an independent proofreader of its choice. The corresponding invoice may be submitted to the Client on request, or
  • the costs of a proofreading service contracted by the Client may be reimbursed, upon presentation of an invoice for external proofreading and/or up to the cost of an hourly rate of EUR 35 (excl. taxes) with a minimum volume of 2000 words per hour.

APPLICABLE LAW

34. Any dispute with regard to the performance of translation and proofreading services rendered by the UK agency of Atom e-City that cannot be resolved amicably shall be subject to UK law and the jurisdiction of the Commercial Court of London.

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