General Terms of Business

These terms and conditions for the provision of services are agreed between, on the one hand, Alexia OLONA, a sole proprietor trading under the business name Translation Spirit, with its registered office at Bois de Haye (France), SIRET number: 522 042 324 00023 and hereinafter referred to as “the Translator” or “the Consultant”, and, on the other hand, any natural or legal person wishing to use her services and hereinafter referred to as “the Client”.

1. APPLICATION OF THE GENERAL TERMS OF BUSINESS – ENFORCEABILITY

Any order placed implies the Client’s full and unreserved acceptance of these general terms of business, to the exclusion of any other document.

No special terms and conditions may, unless expressly stated in writing on the order form which has become firm and final, take precedence over these general terms of business for the provision of services.

The performance of any service by the Translator/Consultant implies the Client’s acceptance of these general terms of business and a waiver of their own general terms and conditions of purchase. Any contrary condition shall therefore, in the absence of express acceptance, be unenforceable against the Translator, regardless of when it may have been brought to their attention.

The fact that the Translator/Consultant does not, at any time, invoke any of these general terms of business shall not be construed as a waiver of the right to invoke any of said conditions at a later date.

2. NATURE OF THE SERVICES

Translation services:

The Translator provides written translation services from English into French in the institutional, technical and marketing fields, hereinafter referred to as “the Services”.

The Services include, but are not limited to:

The translation of institutional and official documents;
The translation of business communications and corporate content;
The translation of technical documentation;
The translation of manuals, white papers, product pages and guides;
The translation of any other specialist content falling within the Translator’s areas of expertise.

The Translator undertakes to perform the Services in accordance with best practice and applicable professional standards in the field of translation, ensuring fidelity to the source text, terminological accuracy and adaptation to the target linguistic and cultural context.

In addition to these translation services, the Translator offers proofreading and editing services for translated texts, as well as web copywriting services for French contents.

The services do not include certified translation, interpreting or audio transcription.

SEO services:

The services offered by the Consultant include:

SEO audits (technical, semantic and competitive analysis);
Keyword research and semantic analysis;
Optimisation of existing content;
SEO localisation (translation and adaptation of web content for search engine optimisation);
Strategic support for organic search engine optimisation;
SEO packages combining several of these services.

These services consist of analysis, consultancy, optimisation and/or translation and localisation. They do not constitute an obligation of result, but rather an obligation of means.

3. QUOTATIONS/PLACING ORDERS

Each order placed by the Client is generally preceded by a free quotation, drawn up by the Translator/Consultant, based on the documents to be translated provided or the information supplied by the Client.

The quotation sent by the Translator/Consultant to the Client, by email or post, specifies in particular:

The number of pages or words to be translated;
The target language;
The method used for determining the price of the service. The service is invoiced either as a flat fee, on a time-spent basis, or on the basis of the Translator/Consultant’s rate in force on the date the quotation is issued, in particular, for translation, per source word (i.e. per word contained in the text to be translated) or per target word (i.e. per word contained in the translated text) based on the count provided by the Computer-Assisted Translation software used by the Translator (OmegaT, SDL Trados), unless otherwise stated in the quotation, per line or per page;
The nature of the SEO project: technical SEO, SEO localisation, audit, etc. The scope of work: number of website pages, targeted keywords, languages involved. Specific deliverables: SEO audit, optimised content, meta tags, technical recommendations. The volume: number of pages/articles, number of words per piece of content;
The estimated duration of the project, the delivery date and any interim milestones, if applicable;
The format of the documents to be translated in the event of a request for specific layout of the delivered document;
Any price surcharges applied, in particular due to urgency, specific terminology research or any other request falling outside the usual services provided by the Translator.

To confirm their order in a firm and definitive manner, the Client must return the quotation to the Translator/Consultant without any modifications, either by post, signed with the words ‘agreed’, where the quotation was sent by post, or by replying to the email with an expression of their consent where the quotation was sent by email. In the absence of receipt of acceptance of the quotation, the Translator/Consultant reserves the right not to commence work.

In the absence of confirmation of the order in accordance with the terms set out above within the timeframe specified in the quotation or, failing that, within three (3) months of the date the quotation was sent, the quotation shall be deemed to have lapsed.

The Translator/Consultant reserves the right, after informing the Client, to increase the rates for the services and/or not to meet the delivery date stated on the Client’s initial order confirmation, in particular in the following cases:

The Client making changes to or adding further documents after the Translator/Consultant has drawn up the quotation. In this case, the Translator/Consultant reserves the right to adjust the rate according to the volume of additional text to be processed that has been identified or requested;
The absence of documents at the time the quotation was drawn up (for example, if the quotation had to be prepared based solely on the approximate word count and an extract of the content to be processed).

In the absence of the Client’s express agreement to these new delivery and/or invoicing terms, the Translator/Consultant reserves the right not to commence work.

Unless otherwise stated in the quotation, any costs incurred in the performance of the service (travel, express delivery, etc.) shall be borne by the Client.

Any decision to grant a discount, reduction or apply sliding-scale rates, whether as a percentage or a flat rate (per page, per line or per hour), remains at the sole discretion of the Translator/Consultant, and applies solely to the service in question. Any discounts or rebates granted to the Client shall under no circumstances give rise to an acquired right for subsequent services.

In the event that no prior quotation has been sent to the Client by the Translator/Consultant, orders are placed by simple exchange of emails and translation/SEO services are invoiced in accordance with the standard rate usually applied by the Translator/Consultant or any other rate agreed between the Translator/Consultant and the Client in the exchange of emails. Any confirmation by the Client of the deadline communicated by the Translator/Consultant shall constitute an order.

4. EVIDENCE

For the purposes of proving the existence of this acceptance of the quotation, the Client agrees to regard faxes, emails, copies and electronic media as equivalent to the original and as conclusive proof.

5. DEPOSIT

Any order with a pre-tax value exceeding one thousand (1,000) euros may be subject to a request for a deposit, the percentage of which is specified in the quotation. In such cases, work will only commence once the deposit has been received.

6. DELIVERY TIME

Subject to the Translator/Consultant receiving all the documents to be translated, or any information, documents and access required for the SEO service, the delivery time, given as an indication and stated on the quotation, shall only apply provided that the Client confirms their order in accordance with the terms set out in Article 3 above within three (3) working days of receiving the quotation. After this period, the delivery date may be subject to revision depending on the Translator/Consultant’s workload.

7. OBLIGATIONS OF THE TRANSLATOR/CONSULTANT

The Translator shall endeavour to produce a translation that is as faithful as possible to the original and in accordance with professional standards. She shall make every effort to take into account and incorporate into the translation any information provided by the Client (glossaries, diagrams, drawings, abbreviations, etc.). The Translator accepts no liability for any inconsistencies or ambiguities in the source text; verification of the technical consistency of the final text is the sole responsibility of the Client.

SEO/Localisation Services – Specifics

The Consultant undertakes to use all necessary means to optimise content in accordance with current SEO best practices. The Consultant is bound by an obligation of means and not of result regarding the ranking of the Client’s website in search engines.

The Consultant undertakes to comply with the best practices and recommendations of search engines (Google, Bing, etc.) and to provide services in accordance with professional standards for organic search engine optimisation.

The Consultant undertakes to provide professionally produced SEO-optimised content, free from linguistic errors and in accordance with the guidelines approved by the Client.

The Consultant undertakes to deliver the services within the timeframes agreed in the quotation or contract, barring exceptional circumstances beyond her control.

The Consultant undertakes to treat as confidential all information, data and documents provided by the Client in connection with the assignment.

The Consultant undertakes to keep the Client informed of the progress of the work and to respond to their requests within a reasonable timeframe.

For translation and SEO localisation services, the Consultant guarantees:

The linguistic quality of the English-to-French translation
Terminological and stylistic consistency
The research and integration of keywords relevant to the French-speaking market
The technical optimisation of metadata The Consultant does not guarantee:
The ranking of the translated pages in French-language search results
Traffic volume from French-speaking markets
Equivalent SEO performance between the original version and the localised version

Specific exclusions:

The Consultant does not translate legal content (terms and conditions, contracts, legal notices, privacy policies). These documents require the services of a certified legal translator.
Ranking results also depend on the website’s authority in French-speaking markets, local backlinking and the overall SEO strategy implemented by the Client.

8. CLIENT’S OBLIGATIONS

Translation services:

The Client undertakes to provide the Translator with all the texts to be translated and any technical information necessary for their understanding and, where applicable, the specific terminology required. Should the Client fail to fulfil their obligation to inform the Translator, the Translator cannot be held liable for any non-conformities or missed deadlines.

The Client has a period of seven (7) working days from receipt of the translated or proofread documents to raise any written objection regarding the quality of the service. After this period, the service shall be deemed to have been duly performed and no dispute shall be accepted. To this end, the Client agrees to accept as proof of delivery any acknowledgement of receipt by post, fax or email.

SEO Services:

The client undertakes to:

Provide the Consultant with all access required to carry out the service (Google Analytics, Google Search Console, back-office access to the website, FTP access if necessary);
Provide the Consultant with all relevant and accurate information concerning their business, objectives, SEO history and technical constraints;
For audit and consultancy services: implement the recommendations provided by the Consultant as soon as possible, in accordance with best practice and the Consultant’s instructions;
Inform the Consultant of any significant changes made to their website (redesign, migration, change of hosting provider, etc.);
Not to implement other SEO actions simultaneously that may interfere with the recommendations provided by the Consultant without informing her in advance.

The Client acknowledges that failure to comply with these obligations may significantly compromise the results of the service.

9. CONFIDENTIALITY

The Translator/Consultant undertakes to respect the confidentiality of any information brought to their attention before, during or after the provision of their services. The originals shall be returned to the Client upon simple written request.

The Translator/Consultant shall not be held liable for any interception or misappropriation of information during the transfer of data, in particular via the Internet. Consequently, it is the Client’s responsibility to inform the Translator/Consultant, either in advance or at the time of placing the order, of the means of transfer they wish to be used in order to guarantee the confidentiality of any sensitive information.

10. DELIVERABLES

The translation is delivered by email in the source format (unless otherwise stated in the quotation). Upon request, it may be delivered by fax or as a hard copy sent by post. Any other means of transfer or format must be expressly agreed between the parties and may be subject to additional charges.

SEO deliverables vary depending on the service ordered:

SEO audit: comprehensive audit report (PDF and/or shared document) including a detailed analysis and prioritised recommendations;
Keyword research: table or document listing the identified keywords with their metrics (volume, difficulty, intent);
Content optimisation: content optimised in accordance with the agreed specifications;
SEO localisation: content translated and localised with search engine optimisation, list of identified keywords, metadata;
SEO support: monthly reports, ongoing recommendations, support via email/video call depending on the package;
SEO packages: all deliverables defined in the package description.

The reports, analyses and recommendations provided are intended for the Client’s exclusive use and may not be resold, redistributed or used by third parties without the Consultant’s prior written consent.

Time-limited validity of recommendations

The recommendations and optimisations provided are valid as at the date of delivery and comply with current practices at that time. The Consultant cannot be held liable for any obsolescence of its recommendations resulting from changes to algorithms or SEO best practices.

11. ACCEPTANCE AND VALIDATION

The client has a period of seven (7) working days from the date the Translator/Consultant sends notification that the deliverables are available to submit any requests for amendments or clarification in writing (by email).

Requests must be specific, justified and relate to the content of the deliverables themselves:

Factual or terminological errors
Clarification or refinement of existing recommendations
Correction of any inconsistencies

The following requests do not constitute legitimate grounds for modification:

Absence or insufficiency of SEO results
Stylistic preferences or alternative phrasing
Addition of services not included in the quote
Strategic reorientation of the project

The Translator/Consultant undertakes to respond to legitimate requests within fifteen (15) working days. One round of amendments is included as part of the service. Requested amendments may only relate to the form or clarification of the recommendations, not to the addition of services not included in the quote. Any request for further amendments beyond the first round of amendments may be subject to additional invoicing.

After this seven (7)-day period, the deliverables are deemed to have been definitively accepted without reservation. Payment of the balance before the expiry of this period does not preclude the Client’s right to make requests for amendments within the seven (7)-day period. However, payment constitutes acceptance of the deliverables if no written reservation has been made at the time of payment. No subsequent dispute shall be admissible, in particular on the basis of unmet SEO results.

In the absence of a response from the Client within the specified timeframe, the deliverables shall be deemed compliant and definitively accepted.

12. CORRECTIONS AND PROOFREADING

In the event of disagreement on certain aspects of the service, the Translator reserves the right to correct the work in consultation with the Client.

Where the translation is to be edited, the Translator must receive the galley proof for proofreading.

Unless otherwise agreed in writing, any corrections or proofreading will be invoiced separately at the current hourly rate.

13. NO GUARANTEE OF SEO RESULTS

Search engine optimisation (SEO) depends on numerous external factors beyond the Consultant’s control, including search engine algorithms, competition, the website’s history, its domain authority and the overall strategy implemented by the Client.

SEO and SEO localisation services include the technical and semantic optimisation of content in accordance with current best practices, but cannot under any circumstances guarantee a specific ranking in search results, a defined volume of traffic, or measurable commercial results. Indexing and ranking times vary and may take several months.

The Client acknowledges that SEO results are cumulative and depend on the overall digital strategy implemented. No refund may be claimed on the basis of SEO results not achieved.

For SEO audits: an SEO audit is a comprehensive assessment of the Client’s website, analysing its strengths, weaknesses and opportunities for improvement. The Client receives a detailed report with prioritised recommendations. The audit does not alter the Client’s website and does not generate direct results: results depend entirely on the Client’s (or their team’s) implementation of the Consultant’s recommendations. No guarantee of SEO results can be provided.

For content optimisation: content optimisation involves improving the existing pages of the Client’s website in line with SEO best practices (structure, keywords, semantics, metadata). Although optimisation improves the SEO quality of the content on the Client’s website, ranking results depend on numerous external factors (site authority, competition, algorithms, backlinks, technical aspects). No guarantee of ranking or traffic can be provided.

For keyword research: keyword research identifies SEO opportunities for the Client’s business by analysing search volumes, competition and user intent. The Client receives a list of recommended keywords along with their analysis. This service does not create content or modify the Client’s website: SEO results depend on how the Client utilises the findings of this research. No guarantee of results can be provided.

For monthly SEO support: monthly SEO support consists of regular assistance, monthly analyses, ongoing recommendations and monitoring of the Client’s performance. The Consultant guides the Client in their SEO strategy, but results depend on the Client’s ability to implement the Consultant’s recommendations, the resources they allocate to this, and uncontrollable external factors. The support may be terminated by the Client at any time (subject to notice in accordance with the terms and conditions), but no refund will be granted on the basis of unachieved results.

14. LIABILITY

The Translator’s liability is limited solely to the amount of the invoice relating to the translation, revision, proofreading and copywriting services.

Under no circumstances shall the Translator be held liable for claims arising from stylistic nuances.

It is specified that delivery times are given for information purposes only; failure to meet them shall not, in principle, give rise to penalties for delay. In any event, the Translator/Consultant shall not be held liable for any direct or indirect damage caused to the Client or to third parties as a result of a delay in delivery due, in particular, to force majeure or any delivery issues.

The Consultant’s liability is strictly limited to the amount of fees received for the SEO service in question. Under no circumstances shall the Consultant be held liable for any loss of turnover, loss of traffic, or any indirect loss arising from a lack of SEO results.

Client’s responsibilities regarding SEO services: the Client undertakes to provide the necessary access for analysis (Google Analytics, Search Console, FTP access if required), to provide all relevant information regarding their business and objectives, and to implement the recommendations provided by the Consultant as soon as possible and in accordance with best practice. The Client acknowledges that SEO results depend largely on the quality and speed of implementation of the recommendations.

15. TERMS OF PAYMENT

Unless otherwise specified in the quotation, invoices are issued net, without discount, and are payable upon receipt of the invoice, and in any event no later than thirty (30) days from the invoice date.

In the event of payment by bank transfer from abroad, all exchange and bank charges shall result either in a fixed surcharge specified in the quotation or in the full amount being re-invoiced to the Client.

The translation and any documents provided as part of an SEO or SEO localisation service remain the property of the Translator/Consultant until full payment has been received.

It should be noted, with regard to business clients only, that in the event of late payment, orders in progress shall be automatically suspended until full payment is made and the Client shall be liable, without the need for prior formal notice, in accordance with Article L.441-6 of the French Commercial Code, to pay late payment interest calculated at a rate of three (3) times the statutory interest rate in force applied to the amount of the invoice in question, as well as a fixed compensation fee of forty (40) euros for recovery costs.

16. SPECIAL CASE OF MONTHLY SEO SUPPORT

For SEO support services on a monthly flat-rate basis:

Minimum commitment: SEO support requires a minimum commitment of three (3) consecutive months. This minimum duration is justified by the time required to implement a coherent SEO strategy and observe the initial trends.
Monthly invoicing: each month is invoiced separately for the consultancy and support work provided during that period (analyses, recommendations, reports, discussions).
Termination:
- During the first three months: early termination is not permitted. The full three months’ fee is payable.
- After the first three months: the support may be terminated by either party with one month’s notice. Termination takes effect at the end of the month following notification.
- Months already paid for are non-refundable, regardless of the SEO results achieved during this period.
Temporary suspension: the client may not temporarily suspend the monthly support. In the event of termination, this is final and a new service must be ordered to resume support.

17. NO REFUNDS

Given the intellectual nature of the services provided (translation, localisation, SEO advice) and the absence of any guarantee of SEO results, no refund, whether partial or full, may be requested or granted on the basis of:

Unachieved SEO results (ranking, traffic, conversions)
Subjective dissatisfaction with the stylistic quality or the approved translation choices
Timeframes for achieving results deemed too long
Dissatisfaction with commercial results
Adverse algorithmic changes
Changes in the competitive landscape
Technical difficulties encountered by the Client during implementation
Non-use of deliverables by the Client

The only legitimate grounds for requesting a refund are:

Failure to deliver the deliverables agreed in the quotation
Deliverables that are manifestly incomplete or do not conform to the description of the service [and only if reported within seven (7) days]
Serious and proven professional misconduct on the part of the Translator/Consultant

Any request for a refund must be made in writing, supported by evidence, within seven (7) working days of receipt of the deliverables. After this period, no requests will be accepted.

Should a refund be granted, it will be proportional to the non-compliant part of the services and may not exceed the amount actually paid for the service in question.

18. INTELLECTUAL PROPERTY

Translation Services

Before submitting a copyright-protected original document for translation to the Translator, the Client must ensure that they have the right to do so. They must therefore be the author of the original document or have obtained prior written authorisation for translation from the copyright holder of the document.

Failing this, the Translator shall in no way be held liable if all or part of the documents entrusted by the Client should infringe the intellectual property rights or any other rights of a third party or any applicable regulations. In such a case, the Client shall bear sole responsibility for any damages and financial consequences arising solely from their negligence.

Furthermore, the Client acknowledges that the translation produced by the Translator constitutes a new document whose copyright is jointly held by the author of the original document and the Translator. Consequently, in the case of literary or artistic work, and without prejudice to her economic rights in her work, the Translator reserves the right to require that her name be mentioned on any copy or publication of her work, in accordance with Article L.132-11 of the Intellectual Property Code.

Localised content
For translations and localisations, the Client remains the owner of the source content. The localised content created is transferred to the Client, but the Translator retains the right to reuse translation segments for her personal translation memories and glossaries.

SEO services

The Consultant retains full intellectual property rights to:

Her methodology, expertise and working processes
Her proprietary tools, templates and analysis frameworks
Her moral rights in all her creations

These elements may not be appropriated, reproduced or exploited by the Client.

Transfer to the Client
The Consultant assigns to the Client, upon full payment of the price, the rights to use the final deliverables (audit reports, keyword research, localised content, recommendations) worldwide, for the statutory term of copyright, and for the Client’s legitimate commercial use within the scope of its business.

Restrictions
The Client shall not:

Resell, redistribute or market the deliverables
Use the deliverables for projects other than those defined in the quotation
Remove the Consultant’s attribution
Reproduce or appropriate the Consultant’s methodology

References

Unless the Client objects in writing, the Translator/Consultant may mention the Client in their references and present the deliverables (or anonymised extracts) in their professional portfolio.

Confidentiality

The Translator/Consultant undertakes not to disclose the Client’s strategic, commercial or financial information during the term of the contractual relationship and for three (3) years following its termination.

Warranties and liability

The Translator/Consultant guarantees the originality of the deliverables produced. The Client guarantees that they hold the rights to the content they provide and shall indemnify the Translator/Consultant against any third-party claims in this regard.

In the event of a breach by the Client of the provisions of this clause, the Translator/Consultant reserves the right to claim lump-sum compensation equal to three (3) times the amount of the initial fee, without prejudice to any other remedy.

19. CANCELLATION

In the event of cancellation of an order in progress, for whatever reason, notified in writing to the Translator/Consultant, the work already completed shall be invoiced to the Client at 100% (one hundred per cent) and the work remaining to be completed at 50% (fifty per cent).

20. APPLICABLE LAW – JURISDICTION

These general terms of business are governed by French law and shall be interpreted in accordance therewith. In the absence of an amicable settlement in accordance with Article 19 above, the parties hereby submit to the exclusive jurisdiction of the French courts to settle any dispute relating to the provision of services and these general terms and conditions.