Please find below the general terms and conditions of translation of ITC Global.
1.1 Every Client order is preceded by a quote, prepared free of charge by ITC Traductions Canada Inc. (hereinafter “ITC”) on the basis of the documents for which professional services are required by the Client or of the information provided by the Client.
1.2 The Client may provide, together with the texts to be processed, reference documents, diagrams, drawings or plans forming a working basis for the translator or for any other professional service to be performed. Likewise, any glossary provided by the Client will be taken into account and reflected in the quote.
1.3 A quote is any document sent by ITC to the Client that includes, in particular, a description of the work to be performed as a professional service and the price of the service in accordance with the company’s policies.
1.4 The quote is normally sent to the Client electronically through ITC’s management system; the file sent expressly refers to these General Terms and Conditions via a link to https://en.itctraductionscanada.ca/terms-and-conditions/. The Client must then accept the quote and these General Terms and Conditions by following the procedure provided. If the electronic acceptance system is temporarily unavailable, the Client shall return the quote without any changes, by mail or email, after adding the date, its signature and its stamp, preceded by the words “Approved and agreed”, together with a copy of these General Terms and Conditions signed as provided in Article 14 below. The Client may also place an order by sending ITC a purchase order issued by the Client’s authorized departments, or by sending ITC payment for all or part of the intended service. An order placed by the Client in any of the ways described above becomes final for ITC only once the Client has expressly accepted these General Terms and Conditions and ITC has confirmed the order.
1.5 Any special condition that departs from or supplements these General Terms and Conditions must be stated in the quote or purchase order and accepted by both parties.
2.1 ITC undertakes to provide the Client with professional services according to the nature of the services performed. Translation and proofreading services are invoiced on the basis of unit rates per source word or per hour. Layout services are invoiced on the basis of hourly or per-page rates, following an estimate of the number of hours needed to perform the work requested by the Client. Prices include disbursements.
2.2 Prices may be increased depending on the format of the documents to be processed, the specific nature of the texts and the degree of urgency.
2.3 The price quote is fixed and final, except in the following cases: 1. Changes to the content or addition of documents by the Client at the time the order is confirmed. 2. Absence of documents when the quote was prepared. 3. Underestimation of work performed by ITC that is nonetheless essential under standard professional practice.
2.4 In the cases listed above, ITC reserves the right to adjust the price stated in its quote and to send the Client a new quote explaining the correction.
2.5 Unless requested by the Client, professional work on text contained in images, Flash animations, etc. is delivered separately from the image. However, ITC may reintegrate text or perform graphic retouching at the Client’s express request, for an additional amount stated in the quote and set out in Article 4.1 of the Contract.
3.1 Where a completion timeline has been set for the service, it begins on the date ITC receives the quote or the purchase order from the Client.
3.2 Any quote received after 5 p.m. is deemed received on the following day. If the following day is not a business day, the date taken into account is the next business day.
3.3 Notwithstanding the foregoing, ITC shall notify the Client at least five (5) business days before the end of the timeline if it is unable to deliver its professional work. The texts are then delivered as soon as possible.
3.4 The delivery timeline is provided for information only.
3.5 ITC’s IT development department continually works to implement the best means of electronic transfer in order to ensure optimal service speed over the Internet. Accordingly, ITC shall not be held liable for delays in delivery caused in particular by technical problems beyond its control relating to email, postal services or cases of force majeure.
3.6 No delay attributable to the Client (late delivery of files, waiting for necessary information, invalid format, illegible text, etc.) shall give rise to any compensation from ITC.
4.1 In consideration of the services, the Client agrees to pay ITC the price set out in the quote and, where applicable, any additional amount for additional work required. Applicable taxes are added to the quoted price.
5.1 Fees are invoiced monthly or upon completion of the professional services and are payable by the Client at ITC’s address stated herein within seven (7) days of receipt of the invoice.
5.2 Where the fees exceed three thousand dollars ($3,000.00), ITC may require a down payment from the Client. Performance of the professional services begins upon receipt of the down payment.
5.3 If ITC incurs legal costs to collect any of its invoices, the Client agrees to pay ITC the reasonable professional fees and disbursements of its attorneys.
5.4 In the event of late payment, the Client shall pay ITC interest of two percent (2%) per month (twenty-four percent (24%) per year) on the amount due from its due date until paid in full, without the need for a formal notice.
5.5 If the above payment terms are not met, ITC reserves the right to suspend the services in progress until payment in full.
5.6 Until full payment of the fees due under the Contract, ITC remains the owner of the reproduction rights to any document and/or file on which professional work has been performed, in accordance with intellectual property laws. In the event of non-payment, any use, representation or partial or full reproduction of the professional services performed is unlawful. ITC reserves the right to take the legal action necessary to enforce its property rights. Upon full payment, ITC grants the Client, on an exclusive basis, the right to print, reproduce, publish, sell and use the version produced under this Contract.
6.1 ITC guarantees the Client a consistent quality control process for its work. In the event of subcontracting, ITC undertakes to use qualified professionals and to ensure that they have the skills and resources required to perform the services properly.
6.2 The Client has ten (10) business days from receipt of the final documents to notify ITC in writing of any disagreement regarding the quality of the service. After this period, the service is deemed duly performed and is invoiced in accordance with the Contract.
6.3 Under no circumstances shall ITC be held civilly liable for complaints based on differences in style or distinct terminology choices.
6.4 The finding of certain inaccuracies in part of a translation or of another professional service shall not call into question the entirety of the work performed by ITC.
ITC reserves the right to make the necessary changes and/or to grant the Client a discount or credit note if the Client’s complaints prove to be justified.
6.5 ITC shall not be held liable for the use made of its work by the Client or by any third party to whom the Client has sent such work.
6.6 In the event of a dispute regarding the quality of the service, ITC’s liability is limited to the amount of the invoice concerned.
6.7 Under no circumstances shall ITC be held liable to the Client or to any other person as a result of force majeure or events beyond its reasonable control, including, without limitation, loss of profits or savings, business interruption, damage to or replacement of equipment and property, or recovery or replacement of programs or data arising from claims based on the precision, readability, accuracy or consistency of the data processed by ITC, even if ITC was advised of the possibility of such claims or damages. ITC shall notify the Client of the event as soon as possible.
7.1 The Client agrees to cooperate and to provide ITC with all documents to be translated, all technical information needed to understand the text and any specific terminology required.
7.2 Under no circumstances shall ITC be held liable for non-conformities or missed deadlines resulting from the Client’s failure to meet its obligations.
8.1 The service Contract may be terminated at the Client’s request for serious cause. In that case, ITC invoices the Client for the professional services rendered up to the date of receipt of the notice of termination.
8.2 The Client may terminate the Contract without cause by sending a written notice to that effect. In that case, ITC invoices the professional services rendered up to the date of receipt of the notice and fifty percent (50%) of the balance of the fees provided for in the Contract. If termination occurs before performance of the Contract begins, the indemnity is set at fifty percent (50%) of the Contract Price. The indemnity payable is a penalty clause within the meaning of Articles 1622 and 1623 of the Civil Code of Québec.
8.3 ITC may terminate the Contract for serious cause by sending a notice to that effect. The Client is then responsible for the fees for services rendered before the date of its receipt.
8.4 Where applicable, ITC refunds the advance received in accordance with the terms set out above.
9.1 ITC undertakes to comply strictly with the rules of confidentiality and trade secrecy, and shall not disclose any information to third parties without the Client’s prior written consent. This confidentiality obligation continues after the end of the service Contract.
9.2 Notwithstanding the foregoing, the Client acknowledges that data transmitted over the Internet may be misappropriated, and that the communication of sensitive information over the Internet is at the Client’s own risk. The Client waives any civil recourse against ITC in the event of disclosure of information resulting from exchanges over the Internet.
9.3 ITC declares that all subcontractors hereunder have signed a confidentiality agreement engaging their liability in the event of indiscretion or disclosure of confidential information as part of their services.
9.4 Client documents, translations and data are never used to train or improve third-party artificial intelligence models. Where ITC uses machine translation or artificial intelligence tools, it uses only professional tools whose contractual terms prohibit the retention and reuse of submitted data, and never consumer-grade tools. Client data may only be used to build translation memories, glossaries or engines dedicated to that Client, and solely for the Client’s own projects.
10.1 Any complaint regarding the quality of the services will only be admissible if it is sent in writing to ITC no later than ten (10) business days after delivery of the work.
10.2 Every complaint must include precise corrections and explicit comments on the nature of the passages or terms disputed, supported by relevant examples.
11.1 Some professional services provided by ITC may be produced, in whole or in part, using machine translation and artificial intelligence tools, including large language models (the resulting content being referred to as “AI Output”). Services that rely primarily on these tools, such as raw machine translation or machine translation with light post-editing, are identified as such in the quote.
11.2 AI Output may be inaccurate, incomplete or unsuitable for the Client’s intended purpose. It does not constitute, and is not a substitute for, legal, medical, financial or other professional advice.
11.3 Unless the quote expressly includes a full human review, the Client is responsible for reviewing AI Output before any use. ITC does not warrant that AI Output will be accurate, error-free or fit for any particular purpose.
11.4 To the fullest extent permitted by law, ITC excludes, with respect to AI Output, all legal and conventional warranties, including the warranty of quality, fitness for a particular purpose and non-infringement. Nothing in this article excludes or limits ITC’s liability for intentional or gross fault, or any other liability that cannot lawfully be excluded or limited.
12.1 Applicable framework. ITC processes personal information in accordance with the Act respecting the protection of personal information in the private sector (CQLR, c. P-39.1), as amended by the Act to modernize legislative provisions as regards the protection of personal information (“Law 25”). Where applicable, it also complies with the Personal Information Protection and Electronic Documents Act (PIPEDA).
12.2 Information collected and purposes. ITC collects only the personal information needed to manage the business relationship: last name, first name, job title, business contact details (address, email, telephone) and order history. This information is used to prepare quotes, perform and deliver services, invoice, handle complaints and meet ITC’s legal obligations. It is not used for any other purpose without the consent of the person concerned, except as permitted by law.
12.3 Information contained in Client documents. Documents entrusted to ITC may contain personal information. ITC processes this information solely to perform the services ordered, in accordance with the Client’s instructions and Article 9 (Confidentiality). The Client represents that it holds the rights and consents needed to communicate this information to ITC. The Client undertakes to indicate, when placing an order, any document containing sensitive personal information.
12.4 Communication to third parties. Personal information may be communicated, without the consent of the person concerned, only to third parties involved in performing the services: translators, reviewers, subcontractors, IT providers and providers of machine translation or artificial intelligence tools. Such communication takes place under a written mandate or service contract. This contract sets out measures to protect confidentiality and limits the use of the information to the performance of the mandate. In particular, it prohibits the use of the information to train artificial intelligence models. It also requires the information to be destroyed at the end of the mandate.
12.5 Communication outside Québec. Some information may be communicated outside Québec, in particular to translators based outside Québec or to service providers hosted abroad. Before any such communication, ITC conducts a privacy impact assessment. It proceeds with the communication only if the information will receive adequate protection there, governed by a written agreement.
12.6 Retention and destruction. Personal information is kept for as long as needed for the purposes set out in Article 12.2. It is then securely destroyed or anonymized, subject to retention periods required by law, in particular for tax purposes. Client documents are kept as agreed with the Client or, failing that, for the period needed to handle complaints under Article 10.
12.7 Confidentiality incidents. In the event of a confidentiality incident, ITC takes reasonable measures to reduce the risk of injury and to prevent similar incidents. If the incident presents a risk of serious injury, ITC promptly notifies the Commission d’accès à l’information and the persons concerned. ITC keeps a register of confidentiality incidents. If the incident affects information contained in Client documents, ITC also informs the Client as soon as possible.
12.8 Rights of the persons concerned. Any person concerned may, under the conditions provided by law:
12.9 Person in charge of the protection of personal information. ITC’s person in charge of the protection of personal information is Caroline Alfonso, IT Manager. Any request or complaint may be sent to her in writing:
ITC responds to requests within thirty (30) days of receipt.
13.1 The parties undertake to make all reasonable efforts to resolve any dispute relating to this Contract or arising from its interpretation or application through mediation, in accordance with the procedure set out in Articles 1 to 7 and Book VII of the Code of Civil Procedure of Québec.
13.2 If the parties have not reached an agreement within thirty (30) days of the appointment of the mediator, either party may, where applicable, bring the matter before the ordinary courts.
14.1 Any notice to be given to a party under this Contract must be in writing and sent by registered mail or email to the address indicated at the top of this document. Each party undertakes to notify the other of any change of address.
14.2 The Contract, these General Terms and Conditions and the quote constitute the entire agreement between the parties with respect to its subject matter.
14.3 No amendment to these General Terms and Conditions shall bind the parties unless confirmed in writing and signed by their representatives.
14.4 This Contract is governed by the laws of Québec and of Canada.
14.5 For all legal purposes and for the jurisdiction of the courts, the parties elect domicile in the judicial district of Montréal for any dispute arising from these terms.
14.6 If any provision of the Contract is declared null or invalid by a court, this decision shall have no effect on the other articles or clauses of the Contract, which shall continue to apply.
14.7 All amounts provided for herein are payable in Canadian dollars.
15.1 These General Terms and Conditions for professional services are accepted by the Client, who declares having full knowledge of them and waives the right to rely on any other document, in particular its general terms and conditions of purchase, which shall be unenforceable against ITC.
