Language Services — Terms of Service

These Terms of Service ("Terms") govern all language services provided by Wagner International ("Wagner," "we," "us," or "our"), including but not limited to: translation, certified translation, localization, transcreation, machine translation post-editing (MTPE), proofreading, editing, and any related linguistic services. By placing an order through our website, sending a request via email, or otherwise engaging Wagner for language services, you ("Client," "you," or "your") agree to be bound by these Terms in their entirety. These Terms constitute a legally binding agreement between you and Wagner International. Wagner reserves the right to subcontract work to qualified freelance linguists, translation agencies, or other language service providers as necessary to fulfill orders, while maintaining full responsibility for quality and confidentiality.

Wagner offers three quality tiers for most language services: a) Standard Tier — Suitable for internal communications, general correspondence, and content where the primary goal is comprehension. Performed by a qualified translator with subject-matter familiarity. Includes one round of quality review. b) Professional Tier — Recommended for business documents, marketing materials, and client-facing content. Performed by an experienced translator with industry-specific expertise. Includes translation, editing, and quality assurance review (TEP workflow). c) Premium Tier — Our highest quality level, designed for legal documents, regulatory filings, published materials, and content requiring absolute precision. Performed by a senior translator with certified expertise in the relevant domain. Includes full TEP workflow plus independent quality audit and formatting review. Proofreading and Editing services are offered at flat per-word rates and do not follow the tiered structure. Proofreading focuses on surface-level errors (spelling, grammar, punctuation), while Editing encompasses substantive improvements to style, clarity, flow, and consistency. The Client is responsible for selecting the appropriate tier. Wagner may recommend a higher tier if the source material or intended use warrants it, but the final selection remains with the Client.

3.1 Order Placement — Orders may be placed through our online order portal at wagner-international.com/order, via email, or through the Client Portal. Each order must specify: source language(s), target language(s), desired service type and tier, turnaround preference, and any special instructions. 3.2 Quotation — Upon receipt of source materials, Wagner will provide a detailed quotation specifying word count, per-word rate, applicable multipliers (rush/express), total price, estimated delivery date, and payment terms. Quotations are valid for fourteen (14) calendar days unless otherwise stated. 3.3 Acceptance — An order is considered accepted and binding when: (a) the Client confirms the quotation in writing (email confirmation suffices), or (b) the Client completes payment through the online order portal, or (c) Wagner begins work on the project with the Client's knowledge. Once accepted, the order is subject to cancellation fees as described in Section 10. 3.4 Source Materials — The Client is responsible for providing complete, final, and legible source materials. If source materials are incomplete, illegible, or substantially different from what was quoted, Wagner reserves the right to adjust pricing and delivery timelines accordingly, with prior notice to the Client.

4.1 Per-Word Pricing — All language services are priced on a per-word basis, calculated from the source text word count. The applicable rate depends on the service type, quality tier, and language combination. Current standard rates are published on our website and may be updated periodically. 4.2 Minimum Order — A minimum order charge equivalent to 250 words applies to all translation and localization orders. For proofreading and editing, the minimum is 500 words. 4.3 Rush & Express Surcharges — Orders requiring expedited delivery are subject to the following multipliers applied to the base per-word rate: • Express Delivery (50% faster than standard): 1.5× multiplier • Rush Delivery (same-day or next-day): 2.0× multiplier 4.4 Additional Charges — The following may incur additional charges beyond the per-word rate: • Desktop publishing (DTP) and formatting • Notarization and apostille services for certified translations • Multiple file formats or complex formatting • Specialized terminology database creation • Hourly consultation or advisory services 4.5 Multi-Language Discount — For orders involving three (3) or more target languages from the same source material, Wagner may offer volume discounts at its discretion. Such discounts will be reflected in the quotation. 4.6 Rate Changes — Wagner reserves the right to adjust rates with thirty (30) days' written notice. Existing confirmed orders will be honored at the quoted rate regardless of rate changes.

5.1 Online Orders — Orders placed through the Wagner International website require payment at the time of order submission. Accepted payment methods include PayPal, credit card, debit card, Apple Pay, Google Pay, bank transfer (via Wise), and invoice (for approved accounts only). 5.2 Invoice Terms — Corporate clients with approved credit may request NET 30 payment terms. Invoice payment is due within thirty (30) calendar days of the invoice date. Wagner reserves the right to approve or deny invoice payment at its sole discretion based on order history and creditworthiness. 5.3 Late Payment — Payments not received by the due date will incur: • A late payment fee of 1.5% per month (18% per annum) on the outstanding balance • Suspension of any ongoing work until the account is brought current • Referral to collections after sixty (60) days past due, with the Client responsible for all collection costs and reasonable attorney fees 5.4 Currency — All prices are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing. 5.5 Taxes — Prices do not include applicable sales tax, value-added tax (VAT), or other governmental charges. The Client is responsible for all taxes applicable in their jurisdiction. 5.6 Refunds — Refund requests must be submitted within fourteen (14) calendar days of delivery. Refunds are considered on a case-by-case basis and are limited to the amount paid for the specific deliverable in question. No refunds are issued for completed and delivered work that meets the specifications of the ordered service tier.

6.1 Standard Turnaround — Standard delivery timelines are calculated based on approximately 2,000–2,500 words per business day for Standard tier, 1,500–2,000 words per day for Professional tier, and 1,000–1,500 words per day for Premium tier. Actual timelines depend on language combination, subject matter complexity, and current workload. 6.2 Estimated vs. Guaranteed — Unless explicitly designated as a "guaranteed deadline" in the quotation, all delivery dates are estimates. Wagner will make commercially reasonable efforts to meet estimated deadlines but shall not be liable for delays. 6.3 Delivery Format — Deliverables will be provided in the same file format as the source material unless otherwise agreed. Common formats include DOCX, XLSX, PDF, IDML, PO, XLIFF, JSON, and XML. 6.4 Delivery Method — Completed work is delivered via the Client Portal, email, or secure file transfer, as agreed at the time of order. 6.5 Acceptance Period — The Client has five (5) business days from delivery to review the work and report any issues. If no feedback is received within this period, the deliverable is deemed accepted.

7.1 Confidentiality Obligation — Wagner treats all Client materials, documents, and information as strictly confidential. We will not disclose, share, or use Client materials for any purpose other than fulfilling the agreed-upon services. 7.2 Non-Disclosure — All Wagner employees, contractors, and subcontractors are bound by non-disclosure agreements (NDAs). Upon request, Wagner will execute a project-specific or mutual NDA with the Client. 7.3 Data Security — Wagner employs industry-standard security measures to protect Client data, including encrypted file transfer (TLS/SSL), secure cloud storage with access controls, regular security audits, and employee training on data protection protocols. 7.4 Return & Destruction — Upon completion of a project and final payment, Client materials will be retained for a period of ninety (90) days for quality assurance purposes, after which they will be securely deleted unless the Client requests extended retention or earlier deletion. 7.5 Regulatory Compliance — Wagner complies with applicable data protection regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other relevant privacy laws. For detailed information on personal data processing, please refer to our Data Processing Policy.

8.1 Definition — Certified translations are translations accompanied by a signed statement of accuracy by the translator or translation company, attesting that the translation is a true and accurate rendering of the source document. 8.2 Accepted Use — Wagner's certified translations are accepted by USCIS (U.S. Citizenship and Immigration Services), courts, universities, government agencies, and other official bodies in the United States and internationally. Acceptance by specific institutions cannot be unconditionally guaranteed, as requirements vary. 8.3 Notarization & Apostille — Notarization and apostille services are available as add-on services at additional cost. These services require additional processing time of two (2) to five (5) business days. 8.4 Original Documents — Wagner does not require original documents for certified translation. High-quality scans or photographs are acceptable. However, some institutions may require translations to be made from original documents; the Client is responsible for verifying institutional requirements. 8.5 Certified Translation Revisions — Revisions to certified translations require reissuance of the certificate of accuracy and may incur additional charges.

9.1 QA Process — All deliverables undergo Wagner's quality assurance process, which varies by tier: • Standard: Automated QA checks (consistency, terminology, formatting) plus one human review • Professional: Full TEP (Translation, Editing, Proofreading) workflow with automated QA • Premium: Full TEP plus independent quality audit by a senior reviewer 9.2 Revision Policy — If the delivered work does not meet the specifications of the ordered tier, the Client may request revisions at no additional charge, provided: • The revision request is submitted within five (5) business days of delivery • The request clearly identifies specific issues with reference to the original brief • The issues are genuine quality deficiencies, not changes to the original requirements or subjective style preferences 9.3 Additional Revisions — Revision requests that fall outside the scope of the original order (e.g., changes to source text, new terminology preferences, style changes) will be quoted separately. 9.4 Dispute Resolution — If a quality dispute cannot be resolved through direct communication, Wagner offers independent third-party review by a qualified linguist. The cost of independent review will be borne by the party found to be at fault.

10.1 Client Cancellation — The Client may cancel a confirmed order subject to the following: • Cancellation before work begins: Full refund minus a 10% administrative fee • Cancellation after work has begun: Client is responsible for payment of all work completed to date, calculated pro-rata based on the quoted price • Cancellation of rush/express orders after acceptance: No refund of the rush/express surcharge 10.2 Wagner Cancellation — Wagner may cancel an order at any time if: • The Client fails to provide necessary materials or information within a reasonable timeframe • The Client's account has outstanding unpaid invoices • The source material contains illegal, harmful, or objectionable content • Circumstances beyond Wagner's control prevent fulfillment (see Force Majeure) In the event of cancellation by Wagner (except for non-payment), the Client will receive a full refund for any unperformed work.

11.1 Source Materials — The Client retains all intellectual property rights in the source materials provided to Wagner. By submitting materials, the Client represents and warrants that they have the legal right to authorize translation or other processing of the materials. 11.2 Deliverables — Upon full payment, all intellectual property rights in the translated or processed deliverables transfer to the Client. Wagner retains no rights to the deliverables except as necessary for quality assurance, dispute resolution, and internal process improvement (in anonymized form). 11.3 Translation Memory — Translation memories (TMs) and terminology databases created during a project are the joint property of Wagner and the Client. Wagner may use TMs to ensure consistency in future projects for the same Client. TMs will not be shared with or used for other clients. 11.4 Tools & Processes — All proprietary tools, workflows, methodologies, and processes developed or used by Wagner remain the exclusive property of Wagner International.

12.1 Maximum Liability — Wagner's total liability arising from or related to any order shall not exceed the total amount paid by the Client for that specific order. 12.2 Exclusion of Consequential Damages — In no event shall Wagner be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: loss of profits, loss of business, loss of data, reputational harm, or any damages arising from the use or inability to use deliverables, regardless of the cause of action or the theory of liability. 12.3 Client Responsibility — The Client is solely responsible for verifying the accuracy and suitability of deliverables for their intended use, particularly in regulated industries (legal, medical, financial). Wagner strongly recommends independent review of critical documents by qualified professionals in the relevant field. 12.4 Time Limitation — Any claim arising from Wagner's services must be brought within twelve (12) months of the delivery date of the relevant order.

The Client agrees to indemnify, defend, and hold harmless Wagner International, its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to: a) The Client's breach of these Terms b) The Client's use of deliverables in a manner not contemplated by the original order c) Any claim that the source materials provided by the Client infringe upon the intellectual property rights of a third party d) The Client's violation of any applicable law or regulation in connection with the use of Wagner's services or deliverables

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: natural disasters, pandemics, acts of war or terrorism, government actions or sanctions, labor disputes, internet or telecommunications failures, power outages, or any other event of force majeure. In the event of a force majeure, the affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected order without penalty.

These Terms shall be governed by and construed in accordance with the laws of the United States of America and the State of Delaware, without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware. Either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property rights.

16.1 Amendments — Wagner reserves the right to modify these Terms at any time. Material changes will be communicated via email or through our website with at least thirty (30) days' notice. Continued use of Wagner's services after the effective date of changes constitutes acceptance of the modified Terms. Orders confirmed prior to a change will be governed by the Terms in effect at the time of confirmation. 16.2 Severability — If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 16.3 Entire Agreement — These Terms, together with any quotation, order confirmation, or project-specific agreement, constitute the entire agreement between the Client and Wagner with respect to the subject matter hereof and supersede all prior agreements, negotiations, and representations. 16.4 Waiver — The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 16.5 Assignment — The Client may not assign or transfer these Terms or any rights hereunder without the prior written consent of Wagner. Wagner may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

For questions regarding these Language Services Terms of Service, please contact us at: Wagner International Email: info@wagner-international.com Website: www.wagner-international.com US-Based · Virtual · Available 24/7