These General Terms and Conditions of Sale and Services (“General Terms”) apply between ALTO INTERNATIONAL, a French limited liability company [société à responsabilité limitée] with capital of 7,622.45 euros, whose registered office is located at 99, rue du Faubourg Saint Martin 75010 Paris, registered in the Paris Trade and Companies Register under the number 410 672 851, as represented by its General Manager, Annabella Escande (“ALTO INTERNATIONAL”), and the client, whose name appears at the top of the Quotation, who has accepted the Quotation (“Client”). ALTO INTERNATIONAL and the Client are sometimes referred to below individually as a “Party” or collectively, as the “Parties.”
The Client has requested that ALTO INTERNATIONAL perform the Services, as described in the Commercial Proposal, annexed hereto.
The Parties agree as follows:
Article 1 – In General
The Client acknowledges that it has (i) reviewed the Services offered by ALTO INTERNATIONAL, (ii) received all required information requested, and (iii) assessed the appropriateness of using the services of ALTO INTERNATIONAL with respect to its own needs before accepting these General Conditions and the Commercial Proposal.
Article 2 – Definitions
The terms used in these General Conditions are defined as follows:
- Client: refers to the legal entity signing the Commercial Proposal, for whom ALTO INTERNATIONAL provides the Services;
- Commercial Proposal: refers to the estimate, or in a general way, to all offers issued by ALTO INTERNATIONAL and accepted by the Client. The Commercial Proposal contains estimates which will be updated at the conclusion of the Services, based on the rates as indicated by ALTO INTERNATIONAL. The Commercial Proposal incorporates by reference these General Conditions, which the Client expressly acknowledges;
- Contract: refers to these General Terms and the Commercial Proposal, accepted by the Client;
- Services: refers to the services provided by ALTO INTERNATIONAL, including as described in the Commercial Proposal. The main services provided by ALTO INTERNATIONAL include translation, interpretation (simultaneous, consecutive, whispered, sign language) and the supply of equipment necessary for the performance of services (face-to-face and remote conferencing systems), transcription and subtitling, Braille, language coaching, stenotype and velotype.
Article 3 – Purpose
The purpose of the General Conditions is to define the terms and conditions under which ALTO INTERNATIONAL provides the Services to the Client, as detailed in the Commercial Proposal, which the Client accepts.
Article 4 – Contractual Documents
The documents constituting the Contract are, in descending order of priority, the following:
- the Commercial Proposal;
- the General Conditions.
In the event of a discrepancy between one or more provisions in any document, the provisions of the Commercial Proposal will prevail.
The Agreement supersedes any agreement, purchase order, terms and conditions or similar communications, whether written or verbal, between the Parties prior to or during its performance, except as expressly agreed to in writing by the Parties or in the Commercial Proposal.
Article 5 – Effective Date – Duration
The Contract will commence on the date of signature or acceptance of the Commercial Proposal by the Client.
The Contract is entered into for the period necessary to perform the Services, as described in the Commercial Proposal.
Article 6 – Performance of the Services
The Services will be performed based on the Commercial Proposal signed by the Client, following the specializations communicated by it.
Prior to the commencement of the Services by ALTO INTERNATIONAL, the Client must have obtained all necessary authorizations for the performance of the Services (site accessibility, authorizations, safety, and the like) and have made the site of the Services compliant with health and safety standards.
The dates and/or deadlines for the performance of the Services will be determined by mutual agreement between the parties.
Subject to the receipt by ALTO INTERNATIONAL of the documents and information necessary for the performance of the Services, the deadlines are imperative. ALTO INTERNATIONAL, however, reserves the right to extend or set a new deadline for the performance of the Services to enable it to perform the Services under the best possible conditions, in particular, in the event of a delay by the Client in the delivery of documents and/or modification and/or evolution of the Services. In the event of a delay in the performance of the Services attributable to the Client, ALTO INTERNATIONAL will be released from compliance with the deadlines mentioned in the Commercial Proposal.
Article 7 – Collaboration between the Parties
The parties agree that they will use their best efforts to achieve the objectives of the Services.
To this end, ALTO INTERNATIONAL will inform the Client of any difficulty encountered in the performance of the Services under the Contract. The Client undertakes to provide ALTO INTERNATIONAL with all information necessary for the performance of the Services.
To conduct the Services, ALTO INTERNATIONAL appoints a project manager who will be the Client’s main contact and whose name appears in the Commercial Proposal.
Article 8 – Rates and Payment
The price for the Services is set forth, in Euros, in the Commercial Proposal. It indicates the rate excluding and including VAT. Payment is due thirty (30) business days after receipt of the invoice
The Services are invoiced on delivery and payment is made by bank transfer.
An invoice prepared by ALTO INTERNATIONAL is provided to the Client by electronic mail or by post.
Any delay in payment will automatically give rise to the payment of daily interest on arrears, calculated based on the half-yearly refinancing rate of the ECB plus 10%, without any formal notice being required. These overdue payment penalties will be due from the day after the payment due date. A penalty of forty euros (40€) will also be due to ALTO INTERNATIONAL for administration and collection costs, for any delay in payment. The overdue payment penalties will be due without any notice being necessary, the sending of a registered letter not being required to trigger the right for ALTO INTERNATIONAL to collect arrears.
Any additional service not provided for in the Commercial Proposal will result in additional invoicing.
Article 9 – Acceptance of Services
Acceptance of the Services by the Client will take place upon their completion, with or without reservations. The Services will be deemed to have been accepted without reservation if no reservation has been expressed by the Client to ALTO INTERNATIONAL within seven (7) business days of completion of the Services or within one (1) month of delivery in the case of large-scale Services such as the translation of an annual report.
Likewise, any use, distribution, or online posting of the Services or any invoice paid in full by the Client implies that the Services have been accepted by the Client without reservation.
Article 10 – Liability
ALTO INTERNATIONAL guarantees the quality of the Services provided in the Commercial Proposal. Any reservations must be expressed by the Client to ALTO INTERNATIONAL in accordance with Article 9, “Acceptance of Services”.
ALTO INTERNATIONAL will not be liable in the event that the quality of the Services is adversely impacted due to (i) failures of the videoconferencing platform used by the Client of the equipment provided by the Client, (ii) due to a loss or insufficiency of interpretation caused by a malfunction or a cut of the Internet network, or (iii) due to alterations to the Services made by the Client.
Within the framework of the contractual relations, it is specified that if ALTO INTERNATIONAL’s liability is incurred as a result of a fault on its part, compensation shall only apply to direct damages suffered by the Client, to the express exclusion of compensation for any indirect, consequential or punitive damages and/or prejudice such as commercial prejudice, loss of operation or revenue. ALTO INTERNATIONAL’s liability shall be expressly limited and in no event may exceed the amount of the sums actually paid by the Client under the Commercial Proposal for the Services concerned.
This Article will survive the invalidity, termination, or rescission of the Contract.
Article 11- Reservation of Ownership
ALTO INTERNATIONAL retains ownership of the equipment necessary for the provision of the Services, such as face-to-face and remote conferencing systems, which are provided to the Client as part of the Services.
Article 12 – Intellectual Property Rights
12-1 Client’s Intellectual property rights
The Client guarantees to ALTO INTERNATIONAL that it holds all the intellectual property rights on the elements and/or documents supplied or that it legally acquired the intellectual property rights necessary to conduct the Services.
The Client retains the intellectual property rights in the elements and/or documents that it provides to ALTO INTERNATIONAL.
12-2 ALTO INTERNATIONAL’s Intellectual property rights
The Services provided by ALTO INTERNATIONAL are likely to give rise to intellectual property rights. Consequently, and in order that the Client may use them in accordance with the purposes set forth in the Commercial Proposal, ALTO INTERNATIONAL transfers to the Client, on an exclusive basis, for the legal duration of intellectual property rights: the right to reproduce, represent, adapt and distribute the Services in accordance with the purpose set forth in the Commercial Proposal. The intellectual property rights in the Services are transferred to the Client upon the final payment of the price set forth in the Commercial Proposal, subject to any revisions thereto.
The price of the assignment of intellectual property rights in the Services is included in the price set forth in the Commercial Proposal.
The Client will affix the following notice near the Services performed, unless otherwise specified by ALTO INTERNATIONAL:
(interpretation/translation/capture/subtitling by ALTO INTERNATIONAL)
Article 13 – Confidentiality
The parties undertake a confidentiality obligation with respect to all written and verbal information exchanged with respect to the performance of the Services provided under Contract. The parties undertake to keep all information confidential, and to not disclose or communicate, in any manner whatsoever and regardless of the medium, directly, or indirectly, all or part of the confidential information to any third party without the prior written authorization of the other party. Neither party will use all or part of the confidential information for any purpose or activity other than the performance of the Contract and will not to make any copy or imitation of all or part of the confidential information.
This obligation does not include any information which (i) is known publicly (including information known publicly within the relevant trade or industry); (ii) is in the public domain or enters the public domain without the fault of either Party; (iii) is known to a Party prior to the receipt of such information; or (iv) is disclosed to a Party by a third party not under an obligation of confidentiality.
Article 14 – Force Majeure
The liability of one of the Parties for the performance of the Contract is expressly excluded in the event of failure to perform a contractual obligation due to an event of force majeure.
In addition to those usually retained by the jurisprudence of the French courts and tribunals, the following are expressly considered as events of force majeure: national strikes, freezing of means of transport, adoption of an administrative or legislative norm having significant consequences on the performance of the Services, limitation of attendance or exceptional closure of a category of places defined by law or decree, epidemics, pandemics, earthquakes, fires, storms, floods, power failures, breakdowns of telecommunications networks, wars, attacks, riots, political instabilities, and governmental restrictions.
In case of an event of force majeure, the Party invoking force majeure will immediately inform the other Party of such event by e-mail. For the duration of the event of force majeure, the Services will be suspended until the normal situation is restored, its own duration being extended by the duration of any suspension.
If the event of force majeure continues for more than two (2) consecutive months, the Services covered by the relevant Commercial Proposal may be terminated at any time by either Party by sending a registered letter with acknowledgement of receipt to the other party, with the termination taking effect on the date of receipt of such letter.
Article 15- Termination
15.1 Termination for fault
In the event that a Party breaches its contractual obligations and fails to remedy such failure within a period of fifteen (15) business days from the date of dispatch of a registered letter with acknowledgement of receipt notifying such failure, the other Party may automatically terminate the Contract without prejudice to any damages to which it may be entitled under the Contract. All sums due under this Contract shall remain due.
15.2 Termination without fault
If the Client wishes to terminate the Services in the absence of fault on the part of ALTO INTERNATIONAL or before the end of the term, the Client undertakes to pay without delay the fees and expenses due for the work conducted prior to the early termination.
Article 16 – Subcontracting
ALTO INTERNATIONAL has the right to use subcontractors for the performance of all or part of the Services. It will remain responsible for its subcontractors vis-à-vis the Client, in particular, regarding the quality of the Services, compliance with deadlines, the obligation of confidentiality and, in general, regarding all contractual obligations incumbent on it.
In case of the subcontracting of personal data, ALTO INTERNATIONAL will enter into a personal data subcontracting agreement with its subcontractor in accordance with the provisions of Article 28 of the General Data Protection Regulation of the European Union.
Article 17 – Non-Solicitation of Personnel
The Client will, to the extent that the Client has knowledge, refrain from hiring, or using the services of, any present or future employee and/or service provider of ALTO INTERNATIONAL who has participated in the performance of the Services, whether directly or indirectly or through an intermediary, for similar functions or services unless the express agreement of ALTO INTERNATIONAL has been received.
This Article applies regardless of the specialization of the employee and/or service provider in question, even if the request comes from the employee and/or service provider.
This provision will apply during the performance of the Services, and for a period of two (2) years date of completion of the Services.
In the event of failure by the Client to comply with this obligation, it undertakes to pay ALTO INTERNATIONAL compensation equal to two (2) years’ gross salary for the employee and/or service provider concerned or a fixed indemnity of thirty thousand (30,000) euros.
Article 18 – Insurance
ALTO INTERNATIONAL has subscribed to professional liability insurance with the insurer AXA, contract number FR00009481LI20A. ALTO INTERNATIONAL undertakes to maintain in effect performance of the Contract, throughout the duration of the Services.
ALTO INTERNATIONAL will provide the Client, on first request, with certificates of insurance coverage.
Article 19- Commercial References
The Client authorizes ALTO INTERNATIONAL to use its name for the promotion of its business activities. The Client, therefore, agrees that ALTO INTERNATIONAL may refer to its company name, logo, or brand designation as part of tender offers or on any media support, including the ALTO INTERNATIONAL website. The Client may, however, inform ALTO INTERNATIONAL in writing, at any time, of its refusal and/or request the withdrawal of any commercial reference.
Article 20- Personal Data Protection
The Client is informed that ALTO INTERNATIONAL collects and processes personal data to conduct operations relating to the management of the Client relationship and, if necessary, to enable the management of the presence and participation in events or the audio and/or video recording of services.
Pursuant to applicable French data processing laws and the European Union’s General Data Protection Regulation relating to the protection of personal data (GDPR) in effect, the Client is informed that all data subjects have the right to request access to the data, its correction or deletion, well as limitation in its processing. A data subject may also oppose the processing of data and request their portability from ALTO INTERNATIONAL.
These rights can be exercised with the personal data department of ALTO INTERNATIONAL, by e-mail, at firstname.lastname@example.org or in writing at 99, rue du Faubourg Saint-Martin – 75010 Paris.
ALTO INTERNATIONAL undertakes to keep the data solely for the time strictly necessary to achieve the purposes of the personal data processing.
Article 21- Invalidity
If one or more stipulations of these General Conditions are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other stipulations shall remain in force and scope.
Article 22- Governing Law
The Contract is governed by French law, including as to substantive and procedural rules.
Article 23 – Jurisdiction
ANY DISPUTE RELATING TO THE FORMATION, PERFORMANCE OR INTERPRETATION OF THE CONTRACT WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS. THIS PROVISION IS APPLICABLE INCLUDING IN THE EVENT OF INCIDENTAL CLAIMS, WARRANTY CLAIMS OR IN THE EVENT OF MULTIPLE DEFENDANTS.
Last updated: Wednesday 24 February 2021