Adéquat, Linguistic Services Inc. Terms of Service
Translation & Consulting Services
These terms of service are made and enter into effect as of July 1st, 2025 (the “Effective Date”) by Adéquat, Linguistic Services Inc. (the “Service Provider”), a Québec limited liability company, having a principal place of business at 11, Lapierre Street, Repentigny, Québec, Canada.
The following are the general Terms of Services that govern the work between the Service Provider and any Client (the “Client”) that proceeds to work with the Service Provider (hereinafter, collectively, the “Parties”, or each, individually, a “Party”) unless a signed Service Level Agreement follows to replace these Terms of Service:
Service Provider
The Service Provider Commits to Providing:
Service and support with offered rates valid for each calendar year of service. Rates may be reviewed annually to reflect inflation, cost of living, and market conditions. Any rate adjustment shall be communicated to the Client in advance and shall be subject to mutual agreement.
The Service Provider agrees to provide translation services using qualified and experienced translators, editors, and proofreaders who are native-level speakers of Canadian French or the assigned language(s), as required and according to budget. When possible, the same linguists will work on Client projects to ensure consistency. All services rendered under this Agreement shall be governed by the provisions of articles 2098 and following of the Civil Code of Québec, applicable to contracts of enterprise or for services.
a) The Service Provider will conduct an initial review of all content received. Any issues will be raised before translation begins. Any subsequent questions will be promptly communicated to the Client. The Service Provider will provide translations on time and, when requested, provide progress updates.
b) Standard turnaround times for plain editable files (Word, Excel, etc.) excluding images, design or DTP, are:
c) Up to 2000 words (general): 2–3 business days
d) Up to 2000 words (technical, marketing, business, legal): 4–5 business days
e) Requests for delivery under standard turnaround may incur a 25% rush fee.
f) Delivery timelines will be confirmed in writing with each quote.
g) Larger projects may be delivered in stages based on availability and Client needs.
h) If a Statement of Work (SoW) or project agreement specifies a different timeline, it shall take precedence.
i) Rates may be reviewed annually to reflect inflation, cost of living, and market conditions. Any rate adjustment shall be communicated to the Client in advance and shall be subject to mutual agreement.
j) Notwithstanding anything to the contrary, the Service Provider shall use reasonable efforts to meet any deadlines specified in this Agreement. Any such deadlines shall be estimates only.
k) All services rendered under this Agreement shall be governed by the provisions of articles 2098 and following of the Civil Code of Québec, applicable to contracts of enterprise or for services.
Client
2. The Client agrees to collaborate in good faith with the Service Provider in the performance of the Services. In particular, the Client shall:
a) Provide any relevant branding or editorial guidelines (e.g., “brand voice” document) when available;
b) Submit specific terminology or lexicons to be used prior to the start of each project;
c) Share all relevant reference materials and background information necessary for contextual accuracy;
d) Provide clear, complete, and timely instructions for each new project;
e) Submit source materials that are complete, accurate, and in a usable format, including editable files for images and diagrams, where applicable;
f) Communicate all content requirements applicable to each section prior to project commencement;
g) Provide timely and specific feedback, including concrete examples of any requested corrections or revisions;
h) The Client further undertakes to act reasonably and in good faith to prevent unnecessary delays, miscommunications, or rework.
Cooperation:
3. The Client shall cooperate with the Service Provider in its performance of the Services and shall promptly respond to any requests from the Service Provider for information, instructions, feedback, or approvals required by the Service Provider. If required by the Service Provider, the Client shall also provide access to the Client’s systems, employees, contractors, and premises to enable the Service Provider to provide the Services.
Both Parties acknowledge the obligation to perform this Agreement in good faith and to cooperate actively to facilitate the successful delivery of services.
Transmission of Information
4. The Client agrees to transmit all information and source materials to the Service Provider using secure and encrypted methods, including but not limited to:
a) A secure file transfer portal provided by the Service Provider (preferred), or another encrypted method approved by both Parties;
b) Email transmission, only if both Parties have expressly agreed to this method and subject to any security protocols established between them;
c) Where applicable, the Client’s information security team may provide specific instructions or protocols for secure data exchange.
The Service Provider agrees to handle all personal and confidential information received from the Client in accordance with the Act respecting the protection of personal information in the private sector (Québec), including all amendments introduced by Law 25. The Service Provider shall implement reasonable physical, administrative, and technological safeguards to protect such information.
If the information transmitted includes personal information as defined by Québec law, the Service Provider agrees to use such information only for the purposes of this Agreement, and to destroy or return it upon termination of the Services, unless retention is required by law.
Pricing
5. Fees:
In consideration for the Services to be performed, the Client agrees to pay the Service Provider the fees set out in the applicable project quote, rate card, or any written agreement between the Parties (the “Fees”).
Unless otherwise agreed in writing, these Fees are exclusive of any applicable taxes, including the goods and services tax (GST) and the Québec sales tax (QST), which shall be added to the invoice where applicable.
Any additional work requested by the Client after the project has begun (including additions to the source text, changes to the format, or newly introduced terminology) may result in additional fees, subject to the Service Provider’s prior written notice and the Client’s written or email approval.
Any changes to rates or billing policies shall be communicated in advance and must be mutually agreed upon in writing. The Parties agree to negotiate such changes in good faith.
Notes on Style and Content Changes
6. The Service Provider acknowledges that there may be more than one correct or appropriate way to express ideas in translation. The Client is invited to provide feedback during the review phase of each project so that preferences can be incorporated into future work.
a) Where feasible and when the project is carried out using the Service Provider’s proprietary tools, a translation memory will be created to capture and maintain the Client’s stylistic preferences and terminology choices. Unless otherwise agreed in writing, this translation memory remains the intellectual property of the Service Provider.
b) If the Client’s revisions include new source content, significant terminology changes not previously agreed upon, or elements that fall outside of the scope of the original project brief, the Service Provider may charge additional fees. These fees will be communicated in advance and shall be subject to the Client’s approval.
c) Similarly, if new content is added after the project has begun, this material will be treated as a separate deliverable and may require an adjustment to timelines and pricing, subject to mutual agreement.
Invoicing and Payment
Invoicing and payment terms are as follows:
a) The Service Provider will issue invoices either weekly, upon project completion, or monthly, depending on prior agreement with the Client. Unless otherwise agreed, all invoices are payable within thirty (30) days from the invoice date.
a) For large projects, the Parties may agree to an advance payment schedule (e.g., 50% upon project launch and 50% upon delivery, or 35%-35%-30% based on milestones). Any such arrangement shall be documented in writing or via an accepted quote.
b) Accepted methods of payment include direct deposit, wire transfer, or electronic payment platforms such as Stripe or PayPal, as specified in the invoice. Payments by cheque are not accepted.
c) Late payments shall bear interest at a monthly rate not exceeding 1.5%, in accordance with the Civil Code of Québec, and only after written notice has been provided. Interest shall be calculated monthly and not in advance. In the event of non-payment beyond the due date, the Service Provider may suspend ongoing work after providing a five (5) day written notice. The Client retains the right to cure the default within that time. No penalty shall apply unless notice has been duly given.
Term Termination
Term:
This Agreement shall commence as of the Effective Date and, unless sooner terminated pursuant to this Section, shall continue for an initial term of two (2) years and shall automatically renew for successive one (1) year periods, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term (the “Term”).
This Agreement may also be terminated at any time by either Party, without cause, by providing thirty (30) days’ written notice to the other Party, in accordance with Article 2125 of the Civil Code of Québec.
In the event of a breach, the non-defaulting Party may terminate the Agreement if the breach is not cured within thirty (30) days following a written notice of default, as per Articles 1594 and 1604 C.c.Q.
Either Party may terminate this Agreement immediately by written notice if the other Party becomes bankrupt, insolvent, or is unable to pay its debts as they become due.
In case of force majeure (as defined under Article 1470 C.c.Q.), if the affected Party is unable to perform its obligations for more than sixty (60) consecutive days, either Party may terminate the Agreement without further liability.
Upon termination for any reason, the Service Provider shall be entitled to payment for all Services performed up to the effective date of termination.
Termination on Notice:
Either Party may terminate this Agreement under the following conditions:
a) Without cause: By providing a written notice of termination with thirty (30) days’ notice, in accordance with Article 2125 of the Civil Code of Québec.
b) For material breach: If either Party is in breach of its obligations under this Agreement and fails to cure such breach within thirty (30) days following written notice, the non-defaulting Party may terminate the Agreement without further liability, in accordance with Articles 1594 and 1604 C.c.Q.
c) In the event of force majeure: If a force majeure event (as defined under Article 1470 C.c.Q.) prevents either Party from fulfilling its obligations for more than sixty (60) consecutive days, the other Party may terminate the Agreement by providing written notice, without penalty or further obligation.
d) In the event of insolvency or bankruptcy: Either Party may terminate this Agreement immediately, by written notice, if the other Party becomes bankrupt, is declared insolvent, makes an assignment in bankruptcy, or is unable to pay its debts as they become due.
Effect of termination:
Upon termination of this Agreement for any reason, the Service Provider shall be entitled to payment for all Services duly performed up to the effective date of termination, in accordance with Article 2129 of the Civil Code of Québec.
Any provisions of this Agreement which by their nature are intended to survive termination—including but not limited to provisions relating to confidentiality, intellectual property, payment obligations, indemnification, and dispute resolution—shall remain in force notwithstanding the termination of this Agreement.
With respect to Confidential Information, the obligations of confidentiality set out in this Agreement shall survive termination for a period of five (5) years, or indefinitely where the information qualifies as a trade secret under Québec law, unless the information enters the public domain through no fault of the receiving Party.
Intellectual Property
Ownership:
All deliverables produced under this Agreement, including all translations, adaptations, and associated work product (collectively, the “Work Product”), shall be the property of the Client upon full payment. The Service Provider expressly assigns to the Client all intellectual property rights, including copyright, patrimonial rights, and rights of use, in and to the Work Product, to the extent permitted by applicable law.
The Service Provider retains ownership only of its internal tools, methodologies, glossaries, translation memories, and software used in the course of performing the Services, unless otherwise agreed in writing. The Client is granted a non-exclusive, non-transferable license to use any such tools or content embedded in the Work Product, strictly for internal use.
The Client shall be entitled to modify, reproduce, publish, and distribute the Work Product without restriction, unless otherwise stipulated in writing.
Confidential Information
12. Confidentiality:
Definition and Obligations
For the purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by either Party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with this Agreement, whether oral, written, electronic or in any other form, and whether or not specifically marked as confidential.
The Receiving Party agrees to:
a) Maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information (but no less than a reasonable standard);
b) Use the Confidential Information solely for the purposes of executing its obligations under this Agreement; and
c) Not disclose it to any third party without the prior written consent of the Disclosing Party, except to its personnel or service providers who need to know it to fulfill this Agreement and who are bound by equivalent confidentiality obligations.
13. Exclusions
Confidential Information shall not include information that:
Was lawfully known to the Receiving Party before disclosure;
Is or becomes public knowledge through no fault of the Receiving Party;
Is independently developed without use of the Disclosing Party’s Confidential Information;
Is lawfully obtained from a third party who had the right to disclose it.
14. Legal Disclosure
If the Receiving Party is required by law, court order, or governmental authority to disclose Confidential Information, it shall notify the Disclosing Party in writing and cooperate in seeking protective measures. The disclosure shall be limited to what is legally required.
15. Protection of Personal Information
Each Party agrees to handle all personal information in accordance with the Act respecting the protection of personal information in the private sector (Québec), including all amendments introduced by Law 25.
16. Residual Knowledge
Nothing in this Agreement shall prevent the Service Provider from using general skills, methods, ideas, and know-how acquired during the execution of the Services, provided that no Confidential Information or Client-owned materials are disclosed or reused.
Indemnification
17. Each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party, its officers, directors, employees, and representatives (the “Indemnified Party”) from and against any and all direct damages, losses, or liabilities resulting from:
a) a breach of this Agreement by the Indemnifying Party;
b) a third-party claim alleging that materials provided by the Indemnifying Party infringe on intellectual property rights; or
c) the negligence or wrongful conduct of the Indemnifying Party in connection with this Agreement.
This indemnification shall not apply to the extent that the damages or losses result from the gross negligence or intentional fault of the Indemnified Party.
No Party shall enter into any settlement or resolution of a claim that affects the other Party without that Party’s prior written consent.
Representations and Warranties
18. Service Provider Warranties
The Service Provider represents and warrants that it will perform the Services in a diligent, competent, and professional manner, in accordance with industry standards and the specifications agreed upon with the Client. The Service Provider undertakes to use qualified personnel with appropriate experience and to make reasonable efforts to meet agreed deadlines.
The Service Provider shall not be liable for delays or non-performance caused by the Client’s failure to provide required information, access, or approvals, provided that the Service Provider has made timely requests for such cooperation.
The Service Provider’s obligation under this Agreement is one of means, not of result, unless otherwise expressly agreed in writing for specific deliverables.
Nothing in this Agreement shall exclude or limit the Service Provider’s liability in cases of gross negligence or intentional fault, in accordance with Article 1474 of the Civil Code of Québec.
19. Client Representations
The Client represents and warrants that:
a) It has the legal capacity and authority to enter into this Agreement and perform its obligations hereunder;
b) This Agreement constitutes a valid and binding obligation enforceable against the Client in accordance with its terms;
c) It complies with all applicable laws and regulations in relation to the Services;
d) It possesses or has secured all necessary rights in the materials it provides for translation, and such materials do not infringe third-party rights.
Limitation of Liability
20. Limitation:
To the fullest extent permitted under the Civil Code of Québec, the Service Provider shall not be liable to the Client for any indirect, incidental, special, or consequential damages, including loss of profits, revenues, or data, arising from the performance or non-performance of this Agreement, even if advised of the possibility of such damages.
The Service Provider’s total liability under this Agreement, for all causes of action combined, shall not exceed an amount equal to the total fees paid by the Client under this Agreement during the six (6) months preceding the event giving rise to the claim.
This limitation of liability shall not apply in cases of gross negligence, intentional misconduct, or violation of public order, as provided in Article 1474 of the Civil Code of Québec.
21. Dispute Resolution
Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the applicable laws of Canada.
Any dispute arising out of or relating to this Agreement shall be submitted to the courts of the judicial district of Montréal, Québec, which shall have exclusive jurisdiction.
The Parties may, by mutual written agreement, choose to submit a dispute to binding arbitration in Québec. In such case, the arbitration shall be conducted in accordance with the applicable provisions of the Code of Civil Procedure of Québec, and any arbitral award may be homologated by a court of competent jurisdiction.
22. Dispute Resolution and Jurisdiction:
Any dispute, claim or controversy arising out of or relating to this Agreement, its interpretation, performance or termination, shall be subject to the exclusive jurisdiction of the courts of the judicial district of Montréal, Province of Québec, unless the Parties mutually agree, in writing, to submit the matter to arbitration.
If the Parties choose to submit a dispute to arbitration, it shall be conducted in Québec in accordance with the provisions of the Code of Civil Procedure of Québec, before a single arbitrator jointly appointed by the Parties. The arbitration award may be homologated and enforced by a court of competent jurisdiction in Québec.
The Parties agree to attempt to resolve any disagreement through good faith negotiation before initiating legal proceedings.
Except as otherwise provided by law or judgment, each Party shall bear its own legal and professional fees incurred in connection with any dispute under this Agreement.
Miscellaneous
23. Independent Contractor
The Service Provider is an independent contractor and nothing in this Agreement shall be construed as creating an employment, partnership, agency, or joint venture relationship between the Parties. Neither Party may bind nor represent the other without prior written authorization.
24. Assignment
Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other, except in the case of a merger or sale of substantially all assets of the Service Provider, provided that the assignee assumes all obligations hereunder.
25. Notices
Any notice required under this Agreement shall be given in writing, by email, personal delivery, or by any other reliable means providing proof of delivery. Notices shall be deemed received on the date of actual delivery.
26. Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings relating to its subject matter. Any amendment must be made in writing and signed by both Parties.
27. Waiver and Modification
No waiver of any provision shall be effective unless in writing and signed by the waiving Party. Failure to enforce a right shall not be construed as a waiver of future rights.
28. Equitable Relief
Nothing herein limits either Party’s right to seek injunctive or specific performance remedies before the courts of Québec, without obligation to post a bond, where irreparable harm is threatened.
29. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace any such provision with one reflecting their original intent as closely as possible.
30. Counterparts and Electronic Signatures
This Agreement may be signed in multiple counterparts, including by electronic means. Each counterpart shall be deemed an original and together shall constitute one instrument.
31. Headings
Section headings are for convenience only and shall not affect the interpretation of this Agreement.
32. Force Majeure
Neither Party shall be liable for any failure or delay in performance due to a force majeure event as defined under Article 1470 of the Civil Code of Québec, including but not limited to natural disasters, war, government restrictions, labor disputes, pandemics, or other events beyond reasonable control. The affected Party must notify the other Party promptly and resume performance as soon as reasonably possible.
SERVICE LEVEL AGREEMENT, UPDATED JULY 2025