Service Agreement
These Terms and Conditions constitute a legally binding agreement between the Client and Communicate Translation Service regarding services rendered or to be rendered by Communicate Translation Service. In the event of conflict with any communications, proposals, contracts, marketing materials, or agreements, these Terms and Conditions shall control. Submission of source materials (as defined below) constitutes acceptance of all these terms and conditions.
1. DEFINITIONS
1.1 "Communicate Translation Service" means Communicate Translation
Service
1.2 "Client" means the individual or business entity that executes
this contract.
1.3 "Source Materials" means the documents, materials, and other
items furnished to Communicate Translation Service for translation hereunder.
1.4 "Deliverable" means the final, translated version of the Source
Materials provided by Communicate Translation Service to the Client.
2. PRICING
Communicate Translation Service reserves the right to adjust pricing and/or
delivery estimates upon receipt and evaluation of the final Source Materials to
be translated. Clients shall be advised by Communicate Translation Service of
the estimate of additional charges or change of delivery date prior to
performing the translation.
3. CLIENT SPECIFICATIONS/ ASSISTANCE
Unless the Client provides an "Approved Glossary" and instructs
Communicate Translation Service to use it for the job at hand, Communicate
Translation Service shall translate specialized terms by their usual and conventional
meanings, and otherwise make decisions based on Communicate Translation
Service's standard production procedures. All Source Materials shall be legible
and shall be delivered to Communicate Translation Service in such format(s) and
such time, as Communicate Translation Service shall specify. Communicate
Translation Service shall not be responsible for delay in delivery due to
failure to deliver any Source Materials in a timely manner or proper format.
4. MODIFICATIONS/ADDITIONS TO SOURCE MATERIALS
All modifications or additions to the Source Materials shall be submitted to
Communicate Translation Service clearly indicating changes and where they occur
in relation to the previously submitted copy. Pricing and scheduling for
incorporation of Source Material modifications or additions into the target
language translation(s) in progress shall be determined based on extent and
implication of changes and percentage of work already completed. Client shall
be advised by Communicate Translation Service of the estimate of additional
charges before the changes or additions are made by Communicate Translation
Service.
5. CORRECTIONS
Communicate Translation Service shall correct the following errors free of
charge:
Outright mistranslation, omission, typo, grammatical mistake, non-adherence to
any approved glossary. Client agrees that Communicate Translation Service shall
have no liability or obligation regarding errors in translations unless
Communicate Translation Service receives written notification of the error(s)
within fifteen (15) days following delivery of the Deliverable to Client.
Communicate Translation Service's sole obligation with respect to errors shall
be the obligation to correct the Deliverable at no cost to Client.
Delivery dates
Delivery dates shall not be valid unless they have been expressly confirmed by
Communicate Translation Service in writing. Should a delay in delivery by
Communicate Translation Service occur, Communicate Translation Service shall
first be granted a reasonable additional period for completion. Only upon
expiration of this additional period without completion of performance shall
the customer be entitled to demand cancellation of the contract or reduction of
the price. Any further claims are excluded. The customer remains liable for
payment for the work performed by Communicate Translation Service up to the
time of the customer's notice of cancellation. The customer shall not be
entitled to claim cancellation or reduction if the delay is due to force
majeure or other circumstances over which Communicate Translation Service has
no control. A job is considered delivered when Communicate Translation Service
either emails it to the Client, or emails a notification that it has been
uploaded to the Communicate Translation Service FTP site for download by the
Client.
6. LIMITATION OF LIABILITY
Communicate Translation Service shall not be liable for any incidental,
special, or consequential damages or loss of any nature whatsoever, nor for any
claim against Client by any other person or entity, arising from or relating to
services rendered by Communicate Translation Service, regardless of the nature
of the claim or the form of the cause of action, whether in contract or in
tort, or otherwise, and even if Communicate Translation Service has been
advised of the possibility of such damages, anything contained in related
proposals and other documentation notwithstanding. Communicate Translation
Service shall not be responsible for any loss or damage to, nor the return of,
any Source Materials.
7. REPRESENTATIONS AND WARRANTIES
Communicate Translation Service represents and warrants that it shall perform
the translation in a manner consistent with its standard production procedures.
Client represents and warrants (i) that it owns or is licensee of the Source
Materials and all components thereof, and (ii) that translation of the Source
Material and publication, distribution, sale, or other use of the Deliverable
shall not infringe upon any copyright, trademark, patent, or other right of any
third party.
8. DISCLAIMER OF WARRANTY
The foregoing warranties of Communicate Translation Service are in lieu of all
other warranties, express or implied, including any implied warranty of
merchantability or fitness for a particular purpose. Communicate Translation
Service makes no warranty that use of the Deliverables or use of any
information relating thereto or contained therein shall not infringe any
patent, copyright, or trade secret or any other proprietary right of any third
party.
9. TERMINATION
In the event that Client breaches this Agreement, Communicate Translation
Service shall have the right to terminate whereupon Client shall pay the full
purchase price provided hereunder for the services completed and for all work
in progress. In the event that Communicate Translation Service breaches this
Agreement, Client shall have the right to terminate whereupon Communicate
Translation Service shall return to Client all Source Materials and data
supplied by Client together with all translated product that exists as of the
date of termination and Client shall pay the full purchase price provided
hereunder for the services completed and for all work in progress. Neither
party shall be deemed to be in breach or default of any provision of this Agreement
by reason of a delay or failure in performance due to any causes beyond its
control.
10. TITLE AND OWNERSHIP
All right, title and interest in and to the Source Materials and, except as
hereunder provided, the Deliverables, and any and all patent rights, copyright,
know-how, and trade secrets therein are and remain the sole and exclusive
property of Client. Notwithstanding the above, Client acknowledges that
Communicate Translation Service is the sole and exclusive owner of all right,
title, and interest in and to all
(i) methodology, information, software, and databases used in translating the
Source Materials, and
(ii) inventions, methodology, innovations, know-how, and databases developed by
Communicate Translation Service in the course of translating the Source
Materials, including any and all patent rights, copyrights, know-how, and trade
secrets therein. Provided that the Deliverables and copyright, know-how and
trade secrets therein shall remain the property (but not the risk) of
Communicate Translation Service until Communicate Translation Service shall
have been paid in full for such Deliverables.
11. CONFIDENTIALITY
The nature of the work performed and any information transmitted to Communicate
Translation Service by Client shall be confidential. Communicate Translation
Service shall not without the prior consent of client, divulge or otherwise
disclose such information to any person other than authorized employees or
authorized subcontractors of Communicate Translation Service whose job performance
requires such acts. The provisions of this paragraph shall not apply to the
extent Communicate Translation Service is required by law to divulge such
information or to the extent such information is or becomes a matter of public
knowledge other than by disclosure by Communicate Translation Service.
12. INDEMNIFICATION
Client shall indemnify, defend, and hold harmless Communicate Translation
Service, its owners, directors, officers, employees, representatives, agents,
successors and assigns from and against any and all losses, damages, costs and
expenses, including reasonable legal fees, resulting from, arising out of or
incident to any suit, claim or demand based on (i) the performance of this
Agreement by either party, (ii) Client's breach of the covenants,
representations and warranties made by it herein, (iii) the manufacture,
advertisement, promotion, sale or distribution of any items by Client, (iv) any
taxes and from any duties, levies, tariffs, or like fees that may be imposed by
any government or collective authority upon manufacture, advertisement,
promotion, use, import, licensing or distribution of items by Client, or (v)
any claim that any element of the Deliverable infringes any copyright,
trademark, patent, or other proprietary right.
13. TERMS OF PAYMENT
Payment methods shall be by either of the following methods. (i)Where no credit
arrangement has been agreed between Communicate Translation Service and its
customer payment shall be made by credit card using encryption communications ensuring
that credit card details are passed in a secure format. The Client agrees to
use PayPal.com website to provide Credit card details. (ii) Where credit
arrangements have been agreed between Communicate Translation Service and its
customer, the customer shall make payments to Communicate Translation Service
for all agreed services within thirty (30) days of receiving a valid invoice
from Communicate Translation Service. Such invoices are usually distributed by
Communicate Translation Service to the Client via email.
If the Client is late in making payment, Communicate Translation Service is
entitled to charge interest at the rate of 3 % per month or part thereof until
the entire amount due is received. The customer alone is liable for payment;
payments by other parties shall be accepted conditionally, only if they are
received on time in the full amount of the invoice and the identity of the
customer, the invoice number and the order number are clearly recognizable. The
customer has no right to retain any portion of a payment. The customer may not
offset an invoice against other claims unless these are undisputed or legally
enforceable.
Should Communicate Translation Service need to engage the services of a law
firm, solicitor, or debt collection agency to assist in the collection of the
payment from the Client, then the client agrees to pay Communicate Translation
Service the full costs and commissions charged by the law firm, solicitor, or
debt collection agency for such services plus an additional administration fee
of US$2,500 to compensate Communicate Translation Service for the additional
administrative and management time required to collect the outstanding payment.
14. LEGALITY
This Agreement shall be governed by, enforced, and construed in accordance with
Texas state’s laws.
