General Terms and Commercial Conditions

1. Scope

These general terms and conditions ("General Terms and Conditions") are applicable to all services provided ("Services") by TERRALÍNGUA, the company issuing the quote, sales order, or any other written agreement, to any legal entity ("Client").

These General Terms and Conditions shall govern any order placed by the Customer. They will also be applicable to any future, additional, or subsequent orders made by the Customer, even if not explicitly mentioned in such orders.

It is the Customer's responsibility to regularly review these General Terms and Conditions to stay informed about any amendments or additions to these provisions. All provisions of the General Terms and Conditions constitute the entire agreement between the Parties with respect to their subject matter. Any contrary or special conditions imposed by the Customer on third parties related to the Customer, regardless of the date and means, will not be binding on TERRALÍNGUA, unless otherwise agreed in writing by TERRALÍNGUA.

Unless otherwise specified, all quotes, invoices, and purchase orders must be in written and/or electronic form.

Any agreement deviating from these General Terms and Conditions must be in writing, and if a written master contract has been established between TERRALÍNGUA and the Client, these General Terms and Conditions shall not be applicable.

2. Quotes

2.1. Budget Process

In the process of submitting a request, hereinafter referred to as "Quote," the Parties mutually agree that the Customer shall transmit each Service request via email. For requests concerning Translation Services, the Client may also submit their request through the TERRALÍNGUA portal, hereinafter referred to as "Portal." However, specific requests for Translation Services may not be handled through the Portal, particularly when the file format to be translated is not amenable to proper processing via the Portal.

When requesting Translation Services, the Client is responsible for ensuring that TERRALÍNGUA has all the information necessary to complete the request, including, but not limited to: (i) the language of origin; (ii) the target language; (iii) the source document(s); (iv) delivery time; (v) any media required and (vi) any other specific requests or instructions.

TERRALÍNGUA will send a quote to the Customer based on these elements. The price of Translation Services is determined according to the number of words counted from the document to be translated and the price list.

Quotes provided by TERRALÍNGUA may be subject to change unless explicitly stated as binding or unless they include a specific acceptance period. A Quote becomes binding when TERRALÍNGUA confirms the Quote in writing or in electronic format or commences the processing of the Quote made by the Customer.

Whenever the Customer requests that TERRALÍNGUA commence its Services without a Quote having been issued, TERRALÍNGUA will perform its Services based on the elements contained in the Services request sent by the Customer via email, as modified or supplemented by successive exchanges between the Parties. The Quote will be considered accepted as soon as the Customer receives confirmation via email from TERRALÍNGUA indicating that TERRALÍNGUA has effectively approved the request.

TERRALÍNGUA reserves the right, after notifying the Customer, to adjust the prices of the Services and/or establish a new delivery date in the event that the details submitted with the Services request are incomplete or source files are missing. This may occur, especially when the pricing and delivery date have been determined based on an approximate word count and an excerpt of the document(s) to be translated.

2.2. Change Requests

If the Customer intends to make alterations to a confirmed Quote, they must submit their request via email. TERRALÍNGUA retains the right to either approve or decline alterations to the Quote.

A. Should TERRALÍNGUA decline the proposed Quote modifications, the Customer may opt to cancel the request as outlined in Article 2.3 of this document.

B. In cases where TERRALÍNGUA approves the proposed changes to the Quote, the Customer will be notified of any adjustments in pricing and/or delivery dates that could arise due to the Customer's requested alterations. The Customer shall promptly notify TERRALÍNGUA of their acceptance or rejection of this adjustment:

(i) Should the Customer accept the adjustment, TERRALÍNGUA will proceed with or continue its Services based on the revised terms and conditions;

(ii) If the Customer declines the adjustment, such refusal will be deemed a cancellation in accordance with Article 2.3.

C. In the event that TERRALÍNGUA declines the modifications, and the Customer rejects the adjustment, the Customer may opt to proceed with the Quote under the original terms and conditions. This decision must be communicated to TERRALÍNGUA via email.

2.3. Cancellation Request

The Customer may request the cancellation of a Quote by sending an email to TERRALÍNGUA.

TERRALÍNGUA will deliver the translation work completed up to that point, although it does not provide any quality guarantees.

The Customer shall be responsible for the following costs:

A. For all Services, when the execution of the Quote has been initiated: the price of the Services is determined proportionally, based on the work completed by TERRALÍNGUA as of the date of the cancellation request.

B. For all Services, if the execution of the Quote has not yet begun: a cancellation fee equivalent to 20% of the Quote value, in addition to any general costs incurred by TERRALÍNGUA due to the cancellation, supported by appropriate documentation. These costs may encompass various expenses, including, but not limited to those related to project management and the procurement of any software or licenses required for the completion of the Quote.

3. Quality

TERRALÍNGUA ensures the delivery of top-quality Services performed by native-speaking professionals.

TERRALÍNGUA will also adhere to:

- Any "Customer translation glossary" provided by the Customer before the commencement of the Service or any terminological specifications imposed by the Customer and submitted prior to the translation of the relevant document, provided that these terminological requirements are accepted by TERRALÍNGUA;

- Any document formatting instructions outlined in writing by the Client, provided they are communicated before the translation of the specific document and accepted by TERRALÍNGUA;

Any decisions related to synonyms or stylistic preferences, along with any modification requests or instructions conveyed by the Client after the Quote has been issued, will not be considered quality defects for which TERRALÍNGUA can be held accountable.

4. Acceptance

4.1. For all Services:

The Services will be deemed completed on the delivery date ("Delivery Date") of the results of such Services ("Deliverables/Finished Projects").

For email delivery, the Delivery Date corresponds to the time when the email system completed transmission. For delivery via the Portal, the Delivery Date corresponds to the date when it appears on the Portal.

Upon receiving the completed Project, the Client has a thirty (30) calendar day period from the Delivery Date to assess their compliance with this agreement. If the Client has any reservations, they are required to provide a written explanation for the reservations and specify the necessary corrections. If these reservations are found to be valid, TERRALÍNGUA may decide to make the necessary corrections or provide a replacement for the Finished Project.

In the event of unwarranted reservations, TERRALÍNGUA retains the right to bill the Client for any additional expenses incurred in addressing such reservations.

If the Client does not respond within this thirty (30)-day period from the Delivery Date, or if the completed Projects/Deliverables are partially or fully utilized and/or communicated by the Client, they will be considered accepted, and the aforementioned procedure will not apply.

5. Client Obligations

The Client is obligated to the following:

- Provide TERRALÍNGUA with advance notice, to the best of their ability, regarding any new project that involves the Services, allowing TERRALÍNGUA to assemble the appropriate teams.

- Collaborate openly and in good faith with TERRALÍNGUA, including the provision of all essential information required for the execution of the Services and timely response to any inquiries from TERRALÍNGUA.

- Share with TERRALÍNGUA any reference documents that could enhance the contextual understanding of new requests for translation services. In cases where TERRALÍNGUA has or develops specific glossaries for the Client, the Client must review and validate them when necessary.

- Facilitate communication between TERRALÍNGUA's Representatives dedicated to providing the Services and their own Representatives involved in the Services' execution.

- Provide feedback to TERRALÍNGUA regarding the translation's quality to assist in maintaining a pool of translators.

- Adhere to the pricing specified in the Estimate, following the terms and conditions outlined in the "Financial Conditions" section. TERRALÍNGUA will retain exclusive ownership of the completed Deliverables/Projects until full payment is received.

6. Liability

In the event of non-execution or poor performance of the Services resulting from a failure or negligence on the part of TERRALÍNGUA, TERRALÍNGUA will be responsible. In this sense, it is specified that the Client cannot base its claims on a failure to carry out a complete review if it has not expressly adhered to this additional option. In any case, TERRALÍNGUA's liability will be limited to the damages foreseeable by TERRALÍNGUA at the time of completion of the Project. TERRALÍNGUA will not, under any circumstances, be held liable for indirect, special, incidental, consequential, exemplary, or punitive damages. These damages may include, but are not limited to, loss of profits, economic losses, and production losses.

For all purposes, TERRALÍNGUA will not be responsible for damages arising from force majeure or resulting from the acts or omissions of the Client and its Representatives. Therefore, TERRALÍNGUA will not be held responsible for the consequences of any adaptations, modifications, additions, or removals made to the Services and completed Projects/Deliverables by the Client and/or its Representatives.

If TERRALÍNGUA is found liable, this liability will be limited to the total amount actually paid to TERRALÍNGUA by the Customer within the scope of the Budget, up to a maximum of US$ 10,000 (ten thousand dollars). Please note that this limit will not apply in cases of intentional misconduct, gross negligence, personal injury, or potential mandatory legal guarantees.

7. Force Majeure

Neither Party may be held responsible for any failure to fulfill its obligations resulting from a force majeure event, as defined by applicable law. The Party affected by the force majeure event must promptly notify the other Party of its inability to comply with its obligations. The temporary suspension of obligations or any delays caused by a force majeure event will not be a basis for liability due to non-performance of the affected obligation, nor will it result in the payment of damages or penalties for the delay in execution.

8. Financial conditions

8.1. Rate

The rate for the Services will be determined based on the provided rate list.

TERRALÍNGUA's rates are denominated in the quoted currency. All costs associated with the execution of the Services are covered by these rates, except for specific items acquired from third parties, such as software or equipment licenses. The costs related to these third party items will be presented in a quote, either within the initial estimate or through subsequent communications before the Order is confirmed. The Customer must explicitly accept these costs that are not included in the rate for the Services before TERRALÍNGUA incurs any related expenses.

8.2. Billing

The Customer may not use a formal irregularity (solely material error and/or absence or inaccuracy of mandatory information) in an invoice as a basis to reject payment. Nevertheless, if the Customer identifies such an irregularity, they must promptly notify TERRALÍNGUA so that corrective action can be taken within the month when the invoice was issued.

Any dispute regarding an invoice must be reported within the month it was issued. In exceptional cases where an invoice is issued shortly before the end of a month, the customer may request the complete cancellation of the invoice, provided the request is made within thirty (30) calendar days from the issuance of the original invoice. After thirty (30) days of receiving an invoice, the Customer forfeits the right to dispute it. The notification of a dispute should include the reasons and supporting evidence; otherwise, it will be deemed inadmissible.

8.3. Compensation

The Client is not entitled to exercise any right of set-off or retention under any circumstances. Any claims by the Client must be addressed in the form of an invoice. Any compensation not previously authorized by TERRALÍNGUA will be considered a payment incident.

8.4. Financial Guarantees

For Quotes with a processing period exceeding two months, TERRALÍNGUA may request an advance payment of a percentage of the total agreed cost from the Client. TERRALÍNGUA will then issue monthly invoices for services rendered until full payment is received.

If TERRALÍNGUA becomes aware of a potential risk to the payment claim due to a deterioration in the Client's financial situation that occurs or is discovered after the contract is concluded, TERRALÍNGUA reserves the right to demand an advance payment, withhold undelivered services, or suspend ongoing work. TERRALÍNGUA retains these rights if the Client is overdue in settling invoices until full payment is received. In such instances, TERRALÍNGUA will not be held responsible for any delays, nor will it relinquish the right to pursue additional damages.

8.5.Payment Terms and Late Fee

8.5.1. Payment Due Date

Payment for services rendered hereunder is due in full on the date specified on the invoice (Due Date).

8.5.2. Late Fees

In accordance with Florida law, a late fee of five percent (5%) of the outstanding invoice amount will be assessed for each invoice remains unpaid past the Due Date. This late fee is in addition to any accrued interest permitted by law.

8.5.3. Collection Costs

Customer shall be responsible for all reasonable costs of collection, including attorney's fees, incurred by Company to collect any late payments.

9. Confidentiality

Each Party commits to (i) maintain the confidentiality of all information received from the other Party, (ii) refrain from disclosing the other Party's confidential information to third parties, except to Representatives with a legitimate need to know, and (iii) use the other Party's confidential information solely for exercising its rights and fulfilling its obligations under the General Terms and/or the Quotes.

Notwithstanding the above, neither Party will be bound by obligations concerning information that (i) is or becomes publicly available at no fault of the receiving Party, (ii) is independently developed by the receiving Party, (iii) is already known to the receiving Party prior to disclosure by the other Party, (iv) is lawfully obtained from third parties not subject to confidentiality obligations, or (v) must be disclosed by law or court order (in which case, disclosure should occur only to the extent required and after providing written notice to the disclosing Party).

The Parties' obligations regarding confidential information will be in force during the term of the General Terms and for a period of five (5) years following the termination of the General Terms.

Except for the obligations outlined in the "Personal Data" section, the Parties commit to return or dispose of any confidential information at the request of the other Party. This should be done in accordance with the instructions provided by the concerned Party, within a maximum period of thirty (30) calendar days from the date of receipt. In any event, TERRALÍNGUA, as the receiving Party, will retain direct responsibility to the Customer, the disclosing Party, for any breaches of the provisions outlined in this Article by any of its Representatives.

10. Intellectual Property

10.1. Intellectual Property Rights over pre-existing elements

Each Party grants the other Party a non-exclusive, non-transferable license (except to the other Party's Affiliates) to use its tools, methods, works, software, know-how, or other intellectual property rights. This license is provided at no cost for the duration of the General Terms and is granted for the following purposes: (i) to TERRALÍNGUA, to facilitate the provision of the Services, and (ii) to the Client, to use, reproduce, modify, adapt, and present the Services and completed Projects/Deliverables.

10.2. Intellectual Property Rights over Deliverables

TERRALÍNGUA exclusively transfers to the Client, upon full payment of the corresponding invoices, all intellectual property rights over the outcomes of the Services and the completed Projects/Deliverables as recognized by the laws and regulations of any country, as well as by existing and future international conventions. This transfer is granted at no cost, on a global scale, for the duration of the copyright protection period in each country and any extensions thereof.

Hence, provided the Client upholds the moral rights of the authors, the Client is at liberty to use, reproduce, and modify the deliverables as often as necessary (within the confines of industry standards for translations).

- Duplicate, whether for free or for a fee, all or part of the Deliverables, either independently or as part of other works, for informational, documentary, promotional, or any other purpose.

- Create or arrange for the creation of any modifications, adjustments, additions, or deletions it deems necessary for the functioning of the Deliverables.

- Showcase, whether for free or for compensation, in any location and through any means, all or part of the Deliverables, through public presentation, public exhibition, television broadcasting, or online dissemination via electronic communication methods.

The Client has the option to transfer the advantages of this assignment, along with all the rights linked to it, to any third party it selects. Nevertheless, TERRALÍNGUA maintains the right to retain and utilize the knowledge and expertise obtained during the provision of the Services that led to the aforementioned outcomes and/or finished Projects/Deliverables.

10.3. Guarantee

Each Party affirms its rightful ownership of all intellectual property rights associated with the elements necessary for conducting the Services. Consequently, each Party will provide indemnification to the other Party in the event of any claim or legal action concerning the violation of third party intellectual property rights due to the use, reproduction, modification, adaptation, and/or presentation of tools, methods, works, software, know-how, or other elements protected by intellectual property rights, as well as the outcomes of the Services and Deliverables.

Additionally, TERRALÍNGUA will not be held accountable for any third party intellectual property rights infringements resulting from the Customer's use, reproduction, modification, adaptation, and/or presentation of the Deliverables and/or the outcomes of the Services. This is applicable if these Deliverables and/or outcomes are solely translations and/or exchanges originally provided to TERRALÍNGUA by the Customer or originating from the Customer. However, this exclusion does not apply if the Customer can demonstrate that it independently infringes the intellectual property rights of the third party, separate from the documents and/or exchanges originating from the Customer.

11. Personal data

Within the scope and for the purposes of managing the commercial relationship and maintaining effective communication, both the Customer and TERRALÍNGUA will handle the Personal Data of each other's Representatives. In this sense, both Parties share the responsibility for processing the Personal Data of the Representatives of the other Party. TERRALÍNGUA will process the Personal Data of Customer Representatives in compliance with its Privacy Policy, which can be found at Privacy Policy.

The Customer assures TERRALÍNGUA that it possesses the necessary rights and permissions to transmit this data to TERRALÍNGUA and relieves TERRALÍNGUA of any associated responsibilities.

TERRALÍNGUA commits to utilizing personal data within a document solely for the purpose of providing the Services. Furthermore, TERRALÍNGUA will employ suitable technical and organizational measures to ensure an appropriate level of security commensurate with the associated risks. This data is considered Confidential Information in accordance with the provisions outlined in the "Confidentiality" section of the General Terms and Commercial Conditions.

12. Publicity

The Customer grants TERRALÍNGUA permission to publicly acknowledge the Customer's selection of TERRALÍNGUA's service lines and the type of services rendered.

Additionally, upon obtaining prior written consent from the Customer, TERRALÍNGUA is allowed to publicly reference the services and solutions it has implemented or intends to implement. This may include composing and publishing a comprehensive report outlining the rationale behind the Customer's selection of TERRALÍNGUA's solution and the advantages gained by the Customer.

13. Subcontracting

TERRALÍNGUA is explicitly authorized to subcontract all or part of its responsibilities under the General Terms and Conditions. In light of this, the Client acknowledges that the majority of the Services are performed by translators and interpreters who, in most cases, act as subcontractors. Even in cases involving subcontracting, TERRALÍNGUA retains exclusive responsibility for ensuring the proper execution of the Services. To this end, TERRALÍNGUA guarantees that its subcontractors adhere to obligations that are at least equivalent to those imposed on TERRALÍNGUA in the General Terms and Conditions. Additionally, TERRALÍNGUA ensures that its subcontractors comply with the requirements of international standards ISO 17100:2015 and ISO 18587:2017, for which it undergoes periodic audits.

14. Non-Solicitation

Both Parties agree not to actively seek, employ, or engage the services of any Representative of the other Party who is or has been involved in carrying out the Services, whether directly or indirectly.

This restriction remains in effect for the entire duration of the General Terms and continues for a period of twelve (12) months following its termination. Additionally, this prohibition applies even if the Representative initiates the contact themselves. Furthermore, this prohibition is extended to any Representative of the other Party who has not been employed by that Party for less than twelve (12) months when the violation of this Article takes place.

In the event of a breach of this Article, the Party violating it will be obligated to pay the other Party, as compensation, an amount of US$ 10,000 (ten thousand dollars).

15. Assignment

Neither party may transfer this Agreement without prior written consent from the other party, and such consent shall not be withheld unreasonably. However, consent is not required to transfer the Agreement to an Affiliate of the parties or for a transfer related to a merger, acquisition, or sale of all or substantially all of a party's assets to a third party who agrees in writing to be bound by the terms and conditions of this agreement. Any transfer or assignment of this agreement in violation of these conditions will be deemed invalid. Notwithstanding the above, this Agreement will remain in force and confer benefits upon the successors and permitted assignees of the parties.

16. Notifications

Notifications shall be dispatched by registered mail with acknowledgment of receipt to the designated addresses of the Parties. Any notification shall be deemed effective upon its initial delivery.

17. Validity

The nullity or inapplicability of any of the provisions in the General Terms shall not render other provisions null and void, which shall remain fully valid and in effect. Nevertheless, the Parties may mutually consent to substitute invalidated provisions by agreement.

18. No Waiver

The non-enforcement of the provisions within the General Terms and Conditions or of the rights and remedies by either Party shall not be regarded as a waiver of the Party's rights and shall not affect their rights to pursue appropriate action in the future.

19. Term

These General Terms and Conditions shall become effective on the date of the initial Estimate provided for a Service, which signifies the Customer's automatic acceptance of these terms. They shall remain in effect until the expiration or completion of the last Estimate.

20. Applicable Law and Jurisdiction

These General Terms and Conditions are subject to the laws of the country where TERRALÍNGUA, the company issuing the quote, sales order, or any other written agreement, is based. This includes the laws of the United States and Brazil, which are the governing jurisdictions. Consequently, all parties involved agree to the exclusive jurisdiction of the courts in those countries.

In the event of any dispute regarding the validity, interpretation, or enforcement of these General Terms and Conditions, the Parties commit to attempting an amicable resolution of such disputes, disagreements, or claims before resorting to legal proceedings.