TERMS AND CONDITIONS FOR TRANSLATION SERVICES
This Terms and Conditions (these “T&Cs”) supplement the order form executed by Intralinks and the Client (“Order Form”) relating to Translation Services. These T&Cs and the Order Form are jointly referred to as the “Translation Terms”.
The Translation Terms are incorporated into and shall be governed by the Master Services Agreement set forth in the Order Form (the “MSA”). In the event of any inconsistency or conflict between the MSA and the Translation Terms, the Translation Terms shall prevail solely with respect to the Translation Services. In the event of any inconsistency or conflict between these T&Cs and the Order Form, the Order Form shall prevail over these T&Cs.
All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the MSA or Order Form.
SCOPE OF SERVICES
1.1. Translation Services consist of machine translation (“Machine Translation”) and human translation (“Human Translation”) of documents uploaded to an Exchange as requested by the Client in accordance with the guidelines set forth in the Order Form, in the languages offered by Intralinks at the time of the request (“Translation Services”).
1.2. The completion of the Translation Services are dependent on clear and timely instructions from the Client. The deliverables outlined in the Order Form are based on the type, quantity and language of the file/documents requested for translation at the time of execution of the Order Form (“Initial Scope”).
1.3. The “Final Scope” will be based on the actual type, quality, quantity and language and of the files/documents translated and shall be confirmed by Client in writing after the execution of the Order Form. Any changes to the Initial Scope may impact the pricing and target timeline set forth in the Order Form and will be subject to Intralinks’ prior consent. The Change Control Process may be required.
MACHINE TRANSLATION GENERAL TERMS
2.1. Machine Translation supports the following file types: docx, eml, pdf, pptx, xlsx. Files in formats not compatible with Machine Translation must be converted to a supported format by Client before undergoing Machine Translation. PowerPoint speaker notes and hidden PowerPoint slides are excluded from the default translation; it can be ordered by written request.
2.2. The translated files will be uploaded to the Exchange under a folder called “Translated” and the Translation Services do not include renaming and or organizing folders or files, translation of file titles, creating matching structures, converting file type, formatting the content and renaming or translating titles; such services are available at additional fees and may be subject to project management fees, depending on the specific requirements and scope.
2.3. Client acknowledges that: (i) machine-translated documents are for convenience and understanding purposes only, and are not to be used as certified or official translations; (ii) the translated files may contain index in the file names which can be removed subject to additional fee; (iv) translated files may contain watermarks which will not be removed by default ; (v) translated files will contain the suffix “_EN” if translated into English, for example (vi) formatting of the file is expected to change during the translation process, and therefore, the translated document will formatted differently from the original document; (vii) password protected files are not supported by Machine Translation and client understand the responsibility to share the files without password protection; (viii) the quality of the translation varies depending on the quality of the scan, images within the document, language and formatting may impact the quality of the translation; (ix) while Intralinks does not guarantee any level of accuracy, the estimated accuracy of Machine Translation is 40%-80% depending on the complexity and quality of the file.
HUMAN TRANSLATION GENERAL TERMS
3.1. Depending on the specific requirements and scope of the project, file formatting for Human Translation may be subject to project management fee and in cases where the images contain non-editable text, an additional fee will apply.
3.2. Client acknowledges that: (i) PowerPoint speaker notes and hidden PowerPoint slides are excluded from the default scope of Human Translation, requiring written request; (ii) For any image translation, Intralinks will make reasonable efforts to recreate the image to mimic the original. However, exact replication may not be possible; (iii) Intralinks cannot guarantee the final format of the translated files.
CLIENT OBLIGATIONS
4.1. Client shall:
(a) assign a main point of contact and appropriate personnel to engage with Intralinks.
(b) ensure that meetings, which shall be conducted remotely unless otherwise agreed in writing, with Client’s designated third parties, shall not be unreasonably delayed or cancelled.
(c) respond without undue delay to Intralinks questions related to the provision of the Translation Services.
(d) provide timely confirmation of receipt of the submitted deliverables and provide feedback as requested.
(e) grant Intralinks access to the relevant Exchange.
(f) organize files for translation into folder(s) and advise Intralinks on folder(s) that need to be translated as well as unhide any hidden slides in the original files if they should be included in the translation.
(g) notify Intralinks before adding files for translation or moving and or removing files from the working folder. Files shall be added to a separate folder to avoid disruption to the working folders;
(h) convert files to be translated to a format compatible with the format types accepted by Intralinks before translation.
ADDITIONAL TERMS
5.1. Intralinks shall use commercially reasonable efforts to deliver and assist the Client with the Translation Services in a professional manner within the agreed timeframe. However, Intralinks does not and cannot guarantee the accuracy, reliability, or completeness of the Machine Translation Services.
5.2. Intralinks will apply default suffix “_ENG” to the file name where applicable in case of Machine Translation Services. Client can request customized suffixes, which may require file renaming services and be subject to additional fees.
5.3. Translation Services do not include renaming or organizing folders or files, translation of file titles, creating matching structures, converting file type, formatting the content, and renaming or translating titles. Such services are available at additional fees, and may be subject to project management fees, depending on the specific requirements and scope. Client must initiate a Change Control process to request these additional services.
5.4. Services will be provided exclusively on weekdays (excluding Bank Holidays), from Monday through Friday, for a standard workweek of forty (40) hours, with eight (8) hours per day. Weekend work, or hours exceeding the forty-hour (40-hour) standard workweek, will be subject to a different rate than the standard rate outlined in the Order Form, and will require advance approval from Intralinks.
CHANGE CONTROL PROCESS
In the event either party requires changes to the scope of deliverables for Redaction Services, it shall provide the other party with written notification with as much detail as is reasonably practicable. Intralinks shall provide Client with a written proposal in relation to the relevant change request (“Change Control Order”), no later than five (5) business days after receiving or submitting such written notification, unless otherwise agreed in writing. Client shall review the proposed Change Control Order without undue delay, (but in any event no later than five (5) business days) after its receipt and shall either accept (with or without modifications) or reject the proposed Change Control Order. If the Parties agree to the proposed Change Control Order, each party shall sign the final Change Control Order.