GENERAL TERMS

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1. Application:

Unless specifically agreed otherwise in writing, the CLIENT implicitly accepts these conditions which shall be considered as an integral part of each budget, acceptance and contract to provide services by BILINGUAL SAC, hereinafter referred to as BILINGUAL.

2. CLIENT Information Record:

BILINGUAL considers as a CLIENT any individual or legal person requesting the services of BILINGUAL through written means, by telephone or in-person. In case such individual or legal person acts on behalf of third parties, the CLIENT will provide to BILINGUAL their name or company name, address and telephone/email contact information of such a third party, in addition to the billing address. As the CLIENT will be considered as the main debtor and payer of the billing amount before BILINGUAL in case of non-payment or late payment of such a third party, it is the responsibility of the CLIENT to provide true and accurate data about their information and to keep said data update.

3. Use of Service:

• For personal use only. It is set on record that you will only use the Service for your own personal or business internal purposes and not for resale.

• The following uses of the service are prohibited: transmission of the message or other material that constitutes copyright, patent or trademark infringement; unauthorized disclosure of a trade secret; transfer of information or technology in violation of any applicable export law or regulation.

4. Prices:

The prices quoted do not include VAT, and the amounts can be adjusted at any time by BILINGUAL prior to the subscription of a contract or having received the required payment or having a written acceptance. Once the contract is signed and payment has been received, BILINGUAL can adjust the prices to correct errors, replace unavailable local labor, and adjust expenses such as hotel accommodation, airfare and transportation, among other items.

5. Modification to the Service:

Any modification to the service order already accepted by the CLIENT will grant BILINGUAL the right to adjust the prices submitted in the initial estimate or modify the delivery conditions or both.

6. Third-Party Confidentiality:

BILINGUAL will keep strict confidentiality in relation to any information disclosed by the CLIENT. All professionals and suppliers engaged in the services to be provided by BILINGUAL have signed a Non-Disclosure Agreement.

7. Force Majeure:

BILINGUAL shall not be liable against the CLIENT if the performance of its obligations with the CLIENT is prevented, hindered, or delayed due to force majeure as defined herein. For the purposes thereof, Force Majeure shall mean any circumstance beyond the control of BILINGUAL and shall include, without limiting the generality of the foregoing; (I) riots, civil commotion, war, rebellion, national or international emergency, strikes, curfew or other social unrest. (II) Destruction or damages due to natural causes, flood, fire, explosion, storm, lightning or machinery breakdown.

8. Billing and Payment of Services:

• Any claim related to invoices must be submitted in writing within five days after the physical or virtual delivery of the invoice, otherwise, it will be considered as accepted in full by the CLIENT and, thus, the work referred therein. From then on, the CLIENT cannot suspend any payment and is obliged to pay the service, or such part of the service that has not been formally contested, within the period stipulated as per each type of service.

• In case the CLIENT fails to comply with any payment regarding the services described herein or otherwise, the CLIENT shall be liable for all indirect and consequential damages, including, all collection costs, attorneys' fees if a lawsuit is filed, and court costs, if any, plus interest on the amount owed at the highest statutory rate.

9. Compensation:

BILINGUAL will be liable only for the damages directly resulting from proven deficiencies attributed exclusively to BILINGUAL. Under no circumstance, BILINGUAL will be responsible for other forms of damages, such as indirect damages, loss of profit, or harm. The responsibility of BILINGUAL shall not exceed in any case the amount of the invoice delivered.

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TRANSLATION

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1. Document Information:

The CLIENT represents and guarantees that the document submitted to BILINGUAL for translation, as well as the translation produced by BILINGUAL, will not:

• Violate any third party copyright or any intellectual or other property or privacy rights;

• Violate any law or regulation;

• Will be free of viruses or other harmful or dangerous programs.

2. Copyright and Intellectual Property:

The CLIENT explicitly agrees that it will not hold BILINGUAL responsible for any violation resulting from the translation of the documents submitted for translation, regardless of the nature of such violation, including any copyright or other intellectual property or other property rights violation.

3. Quality and Delivery Time:

• BILINGUAL guarantees that all translations comply with the quality standards established in ISO 17100, and that they are true to the original document with a possible margin of error of up to 3%.

• The delivery time shall not be changed once the service has been accepted as it would directly impact the quality of the translation. If a change request is made, it will be reviewed for a new word count and the initial delivery time will be modified accordingly if applicable.

• Translations delivered by email will be considered as sent from the moment they leave the BILINGUAL email server.

4. Use of Service:

Translations are intended for the exclusive use of the CLIENT. Any reproduction for commercial, advertising or other purposes will be the sole responsibility of the CLIENT.

5. Modification or Cancellation of Service:

The cancellation of any translation service order already accepted by the CLIENT, will entitle BILINGUAL to claim 100% of the payment for any translation work already produced. BILINGUAL will deliver to the CLIENT such work produced upon request.

6. Acceptance:

The translation will be considered as accepted in full, in perfect condition, five business days after the delivery date. Once this period has elapsed, there will be no option to claim.

7. Compensation:

• BILINGUAL will deduct 5% of the net value of the translation to the CLIENT if the document is delivered up to 3 hours after the agreed delivery time. This compensation does not apply if the CLIENT changed the delivery date and/or time after accepting the service.

• If translation errors are found in the document produced (greater than 3%), BILINGUAL will deduct 50% of the net value of the translation to the CLIENT. This compensation does not apply if the client made changes after accepting the service.

8. Claims:

• Any claim regarding the translation produced by BILINGUAL must be submitted in writing as soon as possible, but never exceeding five business days after receiving the translation. The presentation of a partial claim does not release the CLIENT from the obligation to pay BILINGUAL regarding the part not affected, which will be proportional to the total amount billed for the service.

• For a claim to be considered valid, it must explicitly contain the reasons for complaining the quality of the services provided, and the CLIENT must specify the parts or sections in dispute, along with the reasons for such consideration. BILINGUAL may request the CLIENT to present its correct final text pointing out all quality errors.

• BILINGUAL will never be responsible for the style or use of terminology different from those of the CLIENT, as long as they comply with the correct spelling, grammar and syntax rules and if the terminology used does not contradict any dictionary on the translation topic.

• In the absence of a written document between BILINGUAL and the CLIENT or otherwise, the CLIENT accepts the market standards and the translator’s proficiency in relation to the quantity, quality and size of the product.

• ​Any claim will be invalid if the CLIENT edited or contacted any third party to edit the product or service claimed, or if the CLIENT has provided the product or service to third parties, whether edited or not.

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INTERPRETATION

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1. Non-local Work:

Expenses such as airline tickets, hotel accommodation, ground transportation, travel time, per diem, will be borne by the CLIENT unless otherwise specified in advance.

2. Extra Hours:

Overtime will apply 15 minutes. For jobs performed outside working hours, 0.5 of the regular rate will be considered. Technicians: Overtime will apply after one workday of eight (8) hours at 1.5 of the regular rate. Works carried out between 10:00 p.m. and 6:00 a.m. will also be calculated at 1.5 of the regular rate.

3. Termination:

In case of termination of contract by the CLIENT, termination fees will apply according to the following schedule: Twenty (20) calendar days or more prior to the event, a 25% termination fee will apply; from 19 to 10 calendar days prior to the event, 50% termination fee will apply; less than 10 calendar days before the event, 100% termination fee will apply. However, if the conference is canceled, the CLIENT must reimburse all expenses incurred by BILINGUAL including, but not limited to, airfare, accommodation, transportation, etc.

4. Installation:

The CLIENT will provide BILINGUAL with access to the room where the event is going to be held the day before it starts or with at least 4 hours of anticipation to the start time. Once the equipment is installed, it must remain in place during the conference. The CLIENT must provide safe storage for the equipment during the term of the contract, the CLIENT is responsible for on-site labor other than BILINGUAL, such as union labor, equipment, etc., any audio and/or video bridges, electricity, cargo handling charges and storage or concession charges set by the facility or third parties. If any reconfiguration is required, there will be an additional labor charge.

5. Audio quality:

Language interpretation services require that any speaking party during a conference, such as the speaker or a person in the audience, have access to a microphone. The quality of the microphone and public address system has a direct impact on the interpreter's ability to provide a good interpretation. Unless specified otherwise in the contract, the sound system (microphones, speakers, etc.) is not included with the simultaneous interpretation equipment.

6. Security and loss of equipment:

• Security of the equipment will be the responsibility of the CLIENT from the moment it is delivered to the conference site until it is cleared by BILINGUAL. In case of loss, theft or damage of any equipment related to this contract, the CLIENT will assume the responsibility for the replacement value.

• To minimize the loss of the receivers, we recommend collecting proper identification from the participants. However, any receiver lost will be charged to the CLIENT at $ 350.00 each and headsets at $ 35.00 each. A representative of the CLIENT must be present at the beginning and end of the conference to count the receivers, otherwise, BILINGUAL will proceed in good faith with such a task.

7. Claims:

Any claim related to the services provided by BILINGUAL must be submitted in writing as soon as possible but never exceeding five business days after such service was provided. The presentation of a partial claim does not release the CLIENT from the obligation to pay BILINGUAL.

8. Uses not allowed:

It is expressly set on record that the interpreter cannot and will not render services other than those specifically engaged for or in another language as indicated in the service order. Furthermore, the CLIENT shall not request the services of the interpreter directly, failure to comply with this provision will entitle BILINGUAL to initiate legal actions and criminal charges against the CLIENT and the interpreter.

9. Compensation:

BILINGUAL will not be liable to any person or entity for medical expenses or any direct, incidental or consequential damage caused by any use, defect, service failure or equipment malfunction, whether such damage is based on the warranty, or any other circumstance or tort.

10. Penalties:

Additional percentage to the normal rate: Penalty for last minute programming: 24 hrs = 50%, 12hrs = 100%. Penalty for cancellations: 48 hrs = 50%, 24 hrs = 100%

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TRAINING

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1. In house classes:

Any entity that wishes to develop its language program at its facilities agrees to provide the necessary infrastructure for the proper development of the courses. This includes audio and video equipment, Internet connection, whiteboards for group explanations, etc.

2. Rescheduling classes:

Any suspension and/or postponement of a class already scheduled must be informed directly to BILINGUAL the day before (until 06:00 p.m. to the latest). If the class is scheduled for Sunday and/or Monday, any suspension and/or postponement must be informed on Saturday (until 02:00 p.m. to the latest). Any cancellation that fails to comply with this provision will be considered as a “cancellation without notice” and the respective class hours will be recorded as effectively taught.

3. The start dates of the Corporate Plus Program are subject to a minimum of 4 students for their opening.