General Terms and Conditions

Scope

These General Terms and Conditions (the “Terms”) regulate the provision of translation and interpretation services including but not limited to medical, pharmaceutical, marketing and clinical documents (the “Services”) and outline the service level and conditions upon which the Services are to be provided by NOVALINS.

These Terms shall apply in connection with every translation and/or interpretation project requested by you via the Client’s Portal or otherwise (as described below) and agreed between us by the execution of the respective order form (the “Project”), unless there is a written service agreement between us in relation to a specific project or projects, in which case such agreement will supersede the present Terms.

These Terms are updated periodically so we suggest checking them occasionally for changes. You can review the most current version of the Terms at any time on this page.

Definitions

In these Terms, unless the context requires otherwise:

• ‘CLIENT (also “you” or “your”)’ means any natural or legal person that uses our Services.
• ‘NOVALINS (also “we”, “us” or “our”)’ means NVLS International, S.L., with permanent address at Plaza Pintor Segrelles 1-1B – 46007 Valencia (Spain) and tax id. number ES B98565195.
• ‘Original Work(s)’ means the documents, files, materials and works provided by the Client for the purposes of carrying out the Services.
• ‘Services’ include but are not limited to all translation, interpretation and other consulting/outsourcing services performed by NOVALINS for the CLIENT.
• ‘Translated Work(s)’ means the documents, files, materials and works translated and produced from the Original Works in accordance with your instructions and provided to you by us.

Services

NOVALINS shall translate the Original Work(s) as requested by the CLIENT, and as detailed in the Service order form executed by NOVALINS and the  CLIENT.

NOVALINS, which is certified for the ISO 17100 (translation services), shall apply the following process, unless instructed otherwise by the CLIENT in a written confirmation:

• Translation of the Documents by a senior medical specialized in the subject matter of the Project.
• Proofreading and editing by a second equally qualified medical translator.
• Revision and validation of any changes by the initial translator.
• Accuracy and compliance review by an in-house validator.
• Confirmation of doubts and/or comments (if any) with NOVALINS’ translation team.
• Final review by a NOVALINS’ project manager.

The process for the assignment of a new Project will be the following:

• The CLIENT shall provide to NOVALINS the Original Work(s) that are detailed in the corresponding Service order form and for which the CLIENT requests the Services of NOVALINS.
• The Original Work(s) detailed in the corresponding Service order form shall be provided to NOVALINS either in electronic or physical format. In either case, the Original Work(s) shall be perfectly legible.
• NOVALINS shall provide the CLIENT with access to the Client’s Portal in order for the CLIENT to request Services’ quotation. The CLIENT shall use the Client’s Portal to upload all documents and information, specify any instructions (such as deadlines, specific glossary etc.) and communicate with NOVALINS with respect to the Services. Alternatively, you may send us the request, the Original Documents and any instructions and information related to the Project via e-mail, in which case we will open the Project on Client’s Portal as per the agreed terms.
• NOVALINS shall use its best efforts, taking also into account the complexity of the Project, to offer a quotation to the CLIENT within 24 hours from the request and the CLIENT shall have the right to approve or reject it. By approving the quotation, the Services requested are considered to be agreed and CLIENT is bound by the present Terms.
• CLIENT has the right to withdraw from the agreed Services within 24 hours after its approval. By cancelling an order, the CLIENT accepts to pay a financial compensation of 30% of the total amount mentioned in the order. In case the order is cancelled after the above 24-hour deadline, NOVALINS will invoice the total amount of the Project.
• NOVALINS shall provide the Services as detailed and described in the quotation, into the language(s) requested by the CLIENT for translation, as specified in each Service order form.
• NOVALINS shall use its best efforts to complete the Project within the delivery date agreed with the CLIENT. However, in case NOVALINS foresees any circumstances or events that may affect the timely delivery of the Services, it may request, through the Clients’ Portal messaging system, an extension to the agreed delivery date and the CLIENT shall not unreasonably withhold their agreement to that
  extension request.

Fees

The agreed price for the Services shall be as set out in the corresponding Service order form. The rates are per word for standard projects (including translation, proofreading and project management) and per hour for proofreading/editing projects or other services than translation. For translation projects of 350 words or less, a minimum rate corresponding to rates per hour will be applied.

The price indicated on the invoice is ‘net’ and will be subject to value added tax at the applicable rate in accordance with applicable laws.

These rates might be subject to variation according to the specific parameters of each project (language combinations, urgency, volume, subsequent change of Project’s scope, other services than translation, etc.). The CLIENT will receive a detailed quotation for any price change and will have to approve it.

Payment Terms

At the beginning of each month (but not later than the 15th day of the relevant month), NOVALINS shall provide the CLIENT with an invoice, itemized by Project, for all Services rendered in the previous month.

All invoices are available through the Clients’ Portal under the heading “Billing”. There shall also be available alongside the invoice a downloadable costs breakdown.

The CLIENT shall fully pay each invoice within 30 (thirty) days from its issuance in a payment method acceptable to NOVALINS.

NOVALINS shall charge interest at a rate of 10% APR on any unpaid invoices, chargeable daily, after notice of default remaining without cure for fifteen (15) days.

Any fees provided as listed in the quotations or the invoices, unless expressed otherwise, do not include applicable taxes of any kind in accordance with applicable laws.

Liability & Indemnification

It is expressly agreed that the CLIENT shall be solely liable for any damages, losses, injuries, costs, expenses (including attorney fees), fines or penalties arising from the content of the Original Work(s) translated by NOVALINS it being understood that NOVALINS shall be considered as a third party in good faith.

The CLIENT hereby agrees to indemnify NOVALINS (which for the purposes of this clause includes its officers, directors, employees, agents and sub-contractors), and keep NOVALINS indemnified, from all losses, damages, injury, costs and expenses (including attorney fees) of whatever nature (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, loss of data, or loss of business information) suffered by NOVALINS to the extent that the same are caused by or related to:

• The use or possession by NOVALINS of any of the Original Works provided by the CLIENT in relation to the provision of the Services, including the breach of any intellectual property rights of any third party in or to any such Original Works.
• Any other breach by the CLIENT of the present Terms.

NOVALINS’ liability to the CLIENT for any damage suffered by the CLIENT in relation with the performance of the Services by NOVALINS shall never exceed the amount of the invoice corresponding to the complaint notified by the CLIENT to NOVALINS, except in case of gross negligence or willful misconduct on the part of NOVALINS.

Confidentiality

NOVALINS guarantees the confidentiality of the Original Work(s) to be translated, and will ensure that all experts/translators who have access to such content/document(s), whether it be its own staff or independent professionals, execute a confidentiality agreement prior to having access to any such content/document(s). NOVALINS will not use any of the CLIENT’s confidential information nor permit it to be used, in whole or in part, for any purpose other than performance of the Services and will take all proper and reasonable measures to ensure the confidentiality thereof, including but not limited to applying the same security measures and degree of care to such Confidential Information as NOVALINS applies to its own confidential information.

Personal Data

NOVALINS is committed to comply with all the applicable regulations on the protection of personal data, in particular the Regulation (EU) 2016/769 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (hereinafter “GDPR”), and to the Spanish Ley Orgánica 3/2018, de 5 de diciembre, de Protección de Datos Personales y garantía de los derechos digitales (hereinafter “LOPDGDDD”). In case the Original Work(s) contain any personal data (as defined by the GDPR) it is the CLIENT’s responsibility to inform NOVALINS accordingly, specifying the nature and the categories of such personal data, and take all the appropriate measures as the data controller. In case of such notification by the CLIENT, NOVALINS, as the processor of this data, shall have all the respective responsibilities as provided by the law and the data processing agreement to be signed between the parties.

In any case, we undertake to take all reasonable technical and organizational measures to ensure secrecy and prevent the loss, misuse, alteration or unlawful disclosure of any information and personal data provided by the CLIENT.

Intellectual Property

NOVALINS acknowledges and accepts that it has no right, title or interest in any document, work or whatsoever that may be considered as an intellectual property protected work proprietary to the CLIENT, with regards to which and for the rendering of the Services, CLIENT grants to the NOVALINS a non-exclusive, revokable, free, non-transferable, non-sublicensable, non-assignable, fully paid, global and royalty-free, free of all charges, liens, and encumbrances license to use such work to the extent necessary for the provision of the Services, for the validity of each particular translation project. CLIENT acknowledges and accepts that a copy of the original work may be saved by us only for back-up and claims or complaints purposes. Any other right is hereby granted to CLIENT with regards to the Translated Works, which are hereby deemed a “work made for hire” for the CLIENT, to the fullest extent permitted by law.

For the request and the provision of the Services, NOVALINS grants CLIENTS a non-exclusive, revokable, free, non-transferable, non-sublicensable, non-assignable, fully paid and royalty-free, free of all charges, liens, and encumbrances license to use the software in which the Client’s Portal consists, to the extent necessary for the provision of the Services. The license granted does not confer title or ownership of the Client’s Portal and shall not be construed as a sale of any rights in the platform. All copyrights, trademarks and other distinctive signs contained in the Client’s Portal are owned by NOVALINS or by third-party owners who consent to their use by NOVALINS.

This license does not permit you to engage in any of the activities described below, and you agree that your failure to comply with any of the following limitations will constitute an infringement of our Intellectual Property rights:

• you shall not sell, license or assign the Client’s Portal or any reproduction or modification thereof to any person or entity.
• you shall not develop, distribute or host any server or software designed to interface with the site or to redirect or emulate the communications protocols used by Platform.
• you shall not modify the site or any part of it.
• you shall not copy, translate, reverse engineer, derive the source code, modify, disassemble, decompile or create derivative works of the site or any part thereof or permit or authorize any third party to engage in any such activities.
• you shall not develop, distribute or use any third-party program designed to affect the user experience of the Client’s Portal.

Complaints

It is agreed that any complaint with respect to the quality of the Services shall be notified by the CLIENT to NOVALINS, within a maximum period of 10 business days (in accordance with the current Spanish work calendar), counted from the date of submission of the Translated Work(s) by NOVALINS to the CLIENT.

Complaints shall be accompanied by the Original Work(s) as well as the Translated Work(s) to which the complaint relates and with specific reference to the parts or paragraphs which are the subject of the complaint.

Complaints shall be deemed unjustified and thus will be rejected by NOVALINS if notified by CLIENT due to stylistic issues, unless the CLIENT had initially and expressly instructed NOVALINS to comply with specific format and/or stylistic standards.

NOVALINS shall acknowledge receipt of the complaint and, after due analysis, shall notify the CLIENT in writing of its opinion about such complaint within a period not exceeding 10 business days as of the date of notification of such complaint.

In the event that the complaint is deemed to be justified, NOVALINS shall take the necessary corrective measures without any additional cost to the CLIENT within 30 business days as of the date upon which NOVALINS validates the complaint, or as otherwise agreed with the CLIENT.

A complaint shall not have any effect on the agreed upon price, payment due date(s) and on payment method as indicated on the corresponding invoice. Indeed, under no circumstances shall the notification of such a complaint relieve the CLIENT from its obligation to pay the amount indicated on the corresponding invoice.

Severability

If any provision of these Terms is found to be unenforceable, such provision will be severed from the Terms, however, the remaining provisions will not be affected. If the unenforceable term is capable of amendment, such amendment shall be made and it will be deemed to replace the unenforceable term.

Governing Law & Jurisdiction

These Terms shall be governed and interpreted according to the laws of Spain, without regards to its conflict of laws provisions.

Any dispute arising out of or relating to these Terms – including any question relating to their existence, validity, termination, interpretation or execution – If not resolved amicably, shall be submitted to the competent Courts of the Valencian Community, Kingdom of Spain.