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.


1.1 "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. 


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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 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.


This Agreement shall be governed by, enforced, and construed in accordance with Texas state’s laws.