The Translation Company, hereinafter referred to as Translator, and Client hereinafter referred to as Client, hereby agree as follows:
1. Description of Services: The Translator will provide the agreed service(s) as detailed in the order quote. Final delivery will mirror the received deliverables.
2. Fees : Client agrees to pay the Translator’s fee for the agreed service(s). First-time clients shall pay in full before the translation is started. For repetitive clients, special payment plans may be arranged.
3. Cancellation or Withdrawal by Client: Due to the non-returnable nature of translation services, and the costs related to managing and scheduling translators, which occur despite the completion of a project, no cancellation or withdraw by the Client will be accepted. If the Client decides to not proceed with a translation ordered but not initiated, a cancellation
penalty fee of 15% will be applied. After the translation process has started and the client decides to stop it, no refunds will be provided under any circumstances.
4. Additional Fees: Additional fees will be payable in the event the following additional services are required: (a) Additional services are required because Client makes changes in the item(s) to be translated after the order form is submitted; or (b) Translator is requested to make changes in the translation after delivery of the translation, because of Client’s preferences as to style or vocabulary, and such changes are not required for accuracy. Additional fees are to be agreed between Translator and Client; or (c) Client requests delivery in a file format other than MS Word and/or format not agreed upon (e.g.: translation to match the same format existing in the original document).
5. Client’s Review of Translation: Upon receipt of the translation from Translator, Client shall review it within 30 days after receipt and, if necessary, notify Translator of any requested corrections. Translator shall correct, at no cost to Client, any errors made by Translator.
6. Confidentiality and Non-Disclosure: All knowledge and information expressly identified by Client in writing as confidential which Translator acquires during the term of this Agreement regarding the business and products of Client shall be maintained in confidentiality by Translator and, except as expressly authorized by Client in writing, shall not be divulged or published by Translator and shall not be authorized by Translator to be divulged or published by others. Confidential information for purposes of this paragraph shall not include information which is or becomes available to the general public, provided the disclosure of such information did not result from a breach by Translator of this paragraph. However, Translator may disclose your confidential information to the extent that it is required to do so by law, in connection with any legal or arbitration proceedings, or in order to establish, exercise or defend its legal rights under this Agreement and applicable law.
7. Property and Copyright: Upon Client’s completion of payment in full provided herein, the translation rights of the item(s) agreed upon shall be the property of Client. Translator holds and retains copyright of translation until full payment of its services has taken place. Client will obtain translation rights of material prior to publication or any use
of the translation. Translator has no obligation to take any steps to protect any copyright, trademark or other right of Client with respect to the translation. Notwithstanding the foregoing, Translator shall have the right to retain file copies of the item(s) to be translated and of the translation, subject to the provisions of paragraph 6 above.
8. Indemnification and Hold Harmless by Client: Client agrees to indemnify and hold Translator harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees) which Translator may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by Translator in the work performed under this Agreement.
9. Changes by Third Parties: Translator shall not be responsible whatsoever as to any changes in the translation made by persons other than Translator.
10. Translator’s Limited Liability: In recognition of the relative risks and benefits of the project to both the Client and the Translator, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Translator to the Client for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of the Translator to the Client shall not exceed $ 5,000.
11. Governing law: This Agreement shall be governed by New York State Law.
12. Complete Agreement: This form and the quote presented by the Translator are the complete agreement of the parties as to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.This Agreement becomes a binding contract when accepted by the Client by providing payment by any means or, also, by submitting a purchase order to the Translator.