These Terms and Conditions apply to each request for a quotation from Prism Linguistics LLC and to all services provided after the Client accepts a quotation or booking confirmation.
“Company / Provider / Prism / We / Us / Our” means Prism Linguistics LLC, a U.S. limited liability company, including any affiliated entities.
“Client” means the individual or organization requesting or receiving services from Prism.
“Quote” means a written quotation issued by Prism to the Client.
“Accepted Quote” means a Quote accepted by the Client in writing (including by email), or by the Client providing written instruction to proceed, or by clicking an online confirmation such as “Proceed”, “Order Now”, “Confirm project”, or similar. The Client may not amend the Quote when accepting it; any attempted changes are treated as a counter-offer and not an acceptance.
“Contract” means these Terms and Conditions together with an Accepted Quote and/or booking confirmation.
“Services” means the services specified in the Quote or booking confirmation.
“Source Materials” means the documents, recordings, or other content submitted by the Client for the Services.
“Deliverables” means the final output provided to the Client as a result of the Services.
“Translation Services” include translation, localization, editing, proofreading, transcription, subtitling, formatting, and related language services.
“Interpreting Services” include consecutive and simultaneous interpretation, court interpreting, conferences, events, video remote interpreting (VRI), and over-the-phone interpreting (OPI).
“Confidential Information” means non-public, proprietary, or confidential information disclosed by one party to the other, including (for the Client) Source Materials and Deliverables, but excluding information that is public, already known, independently developed, lawfully received from a third party, or required to be disclosed by law.
“Business Day” means any day other than Saturday, Sunday, or U.S. federal public holidays.
2.1 Each request for Services and submission of Source Materials is subject to these Terms.
2.2 No Contract exists until Prism issues a Quote and the Client provides acceptance (Accepted Quote).
2.3 Prism may decline to quote or provide Services where Source Materials contain content that Prism reasonably considers unlawful, offensive, obscene, or inappropriate. Prism is not obligated to review Source Materials for legality or appropriateness.
3.1 The Contract is formed when the Client accepts the Quote or booking confirmation in writing.
3.2 Any variation to these Terms must be agreed by Prism in writing.
3.3 These Terms prevail over any Client terms unless Prism expressly agrees otherwise in writing.
4.1 Quotes are typically based on information available at the time of quoting (including estimated word count, file condition, and complexity).
4.2 Quotes are subject to linguist availability until confirmed.
4.3 If the actual word count, file format, complexity, handwriting/legibility, audio quality, or scope differs from what could reasonably be assessed at the time of quoting, Prism may issue a revised Quote and (if needed) an amended delivery schedule. The Client may accept the revision or cancel the affected portion prior to further work.
5.1 Prism may offer different service levels (for example: standard translation, translation + revision, certified translation, etc.). The Client is responsible for selecting the appropriate level for its needs.
5.2 The Client must provide accurate instructions and any required reference materials (glossaries, style guides, reserved terms, preferred tone, etc.).
5.3 Prism is not responsible for errors or poor outcomes caused by unclear, incomplete, incorrect, or low-quality Source Materials.
6.1 Prism will provide written booking confirmation (email or other written form) stating date/time, location (if applicable), duration, language pair, and rates/charges.
6.2 The Client must check details promptly and notify Prism of any errors before the Services begin.
7.1 Prism will use reasonable efforts to deliver by the agreed deadline.
7.2 Delivery timelines may be affected when orders are placed outside Business Days or when additional Client information is required. Prism will notify the Client of any material delay as soon as reasonably practicable.
7.3 Prism is not liable for delays caused by events beyond Prism’s reasonable control (force majeure).
8.1 Each party must keep the other party’s Confidential Information confidential and use it only for performing the Contract.
8.2 Prism may disclose Confidential Information to its employees/contractors/subcontractors as needed to perform Services, subject to confidentiality obligations.
8.3 Disclosure may be made if required by law or court order.
9.1 Prism will endeavor to assign suitably qualified linguists. For rare languages or urgent jobs, availability may be limited. If the Client chooses to proceed in such circumstances, Prism is not responsible for outcomes attributable to that limitation.
9.2 If a linguist becomes unavailable due to illness or unforeseen circumstances, Prism will make reasonable efforts to provide a replacement, but cannot guarantee replacement availability.
Translation:
Interpreting:
Prism will not charge the Client if Prism cancels due to circumstances within Prism’s control; where possible Prism will offer rescheduling or replacement.
11.1 Unless otherwise agreed in the Accepted Quote, payment is due upfront for translation/certified translation projects. For interpreting or approved account clients, Prism may invoice after completion as stated in the Quote/booking confirmation.
11.2 Interpreting may be billed hourly with a minimum charge. Translation may be billed per word/page/document as specified in the Quote. Travel time, mileage, parking, tolls, and other expenses may be charged where agreed.
11.3 All invoices are payable in U.S. Dollars (USD) within the time stated on the invoice (default: 30 days) unless otherwise agreed.
11.4 Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, plus reasonable administrative and collection costs.
11.5 The Client may not withhold payment due to disputes on other projects or due to third-party non-payment to the Client.
12.1 Prism will work with the Client to correct genuine errors reported within 30 days of delivery (or another period specified in the Accepted Quote). Revisions must be requested in writing and should identify the issue clearly.
12.2 Refunds may be considered (at Prism’s reasonable discretion) where: (a) Prism materially fails to deliver Deliverables within a reasonable time after the agreed date (excluding delays caused by the Client); (b) Deliverables are materially not as specified in the Accepted Quote (e.g., wrong target language); (c) Deliverables contain significant errors that Prism is unable to correct within a reasonable time after receiving a proper revision request.
12.3 Where a refund is approved, it will generally be limited to amounts paid for the affected Services. Prism may require the Client to confirm in writing that the Client will not use the Deliverables (in whole or in part) if a full refund is provided.
12.4 Refund requests must be submitted in writing (email is acceptable) and include sufficient details to identify the project (invoice/quote number, date, and contact details).
13.1 The Client represents and warrants that it owns or has the necessary rights to provide the Source Materials and to request the Services, and that doing so does not infringe third-party rights.
13.2 The Client agrees not to submit anything that could harm or interfere with Prism’s systems (including malware or malicious code).
13.3 The Client will indemnify Prism against third-party claims and losses arising from the Client’s breach of these warranties, including claims relating to the Source Materials.
14.1 The Client retains ownership of intellectual property in the Source Materials.
14.2 Subject to full payment, the Client may use the Deliverables for its internal and external purposes as intended under the Contract.
14.3 Prism retains ownership of its methods, processes, templates, tools, and know-how used to perform the Services.
The Client agrees not to directly solicit, hire, or contract with any Prism linguist introduced by Prism for 18 months after completion of the Engagement, except with Prism’s written consent. If breached, a reasonable recruitment/placement fee may apply.
16.1 To the maximum extent permitted by law, Prism is not liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or business opportunities.
16.2 Prism’s total aggregate liability under the Contract shall not exceed the amount paid by the Client for the affected Services (or $100, if a court requires a specific cap), unless otherwise required by law.
16.3 Prism is not responsible for changes made by the Client or third parties after delivery, or for outcomes caused by inaccurate or unclear Source Materials.
17.1 Where a Service is purchased online and paid immediately, the Client may request cancellation within 30 minutes of payment (by written notice) provided that work has not commenced. If work has commenced, cancellation fees may apply.
17.2 Prism may suspend or terminate Services for non-payment or material breach after providing written notice and a reasonable opportunity to remedy, where applicable.
17.3 On termination, amounts due for work completed and non-refundable costs become immediately payable.
18.1 The parties will first attempt to resolve disputes in good faith through negotiation. A party must provide written notice describing the dispute and naming a representative with authority to settle.
18.2 If unresolved within a reasonable period, either party may pursue legal remedies as permitted under the Governing Law clause.
Entire Agreement: The Contract is the entire agreement between the parties regarding the Services and supersedes prior discussions.
Amendments: Any amendment must be in writing and agreed by both parties.
Severability: If any provision is held invalid, the remaining provisions remain enforceable.
Waiver: Failure to enforce a provision is not a waiver of that provision.
Independent Contractor: Prism acts as an independent contractor and nothing creates a partnership, agency, or employment relationship.
Assignment: The Client may not assign its rights without Prism’s written consent.
Suspension (Force Majeure): Prism may suspend performance for events outside reasonable control.
Precedence: If there is a conflict between an Accepted Quote and these Terms, the Accepted Quote prevails only for the specific conflicting item, otherwise these Terms apply.
Notices must be in writing and sent by email to info@prismlinguistics.com (or another address Prism designates in writing).
This Contract shall be governed by the laws of the State of Wyoming, United States of America, and subject to the courts located in Wyoming unless otherwise agreed in writing.