Terms and Definitions. The following terms when used in this Agreement shall have the following meanings:
“Account” defines a personal account on the Website allowing and enabling use of the Services;
“Applicable Laws” defines all applicable laws, regulations, regulatory requirements and codes of practice of any relevant jurisdiction, as amended and in force from time to time.
“Intellectual Property Rights” defines all copyright and rights in the nature of copyright, design rights, patents, trademarks, database rights, applications for any of the above, moral rights, rights in confidential information, know-how, domain names and any other intellectual or industrial property rights (and any licenses in connection with any of the same).
“Client” defines the client that requests translation services from Translation100 (or on whose behalf translation services are requested);
“Confidential Information” defines any proprietary information, know-how and data disclosed in confidence by one party to the other party (and including in the case of the Client the Source Materials and the Deliverables), but does not include any information which (a) is in the public domain; (b) on receipt by the other party is already known by that party; (c) is at any time after the date of receipt by the other party, received in good faith by that party from a third party; (d) required by law to be disclosed by the other party;
“Contract” defines a contract between Translation100 and the Client, applied to these terms and conditions;
“Credit Account” defines an account made available to the Client following completion of a credit account application form (with all requirements satisfied) and validation of the application by Translation100’s finance team;
“Deliverables” defines the final deliverables produced as a result of the Services;
“Services” defines the services specified;
“Source Materials” defines the materials provided by the Client to Translation100 for translation;
“Devices” defines any devices used to access the website/services, including but not limited to mobile telephones, laptops, personal computers;
“Terms and Conditions” defines this document.
“You” and “Your” relates to the user of the services provided by Translation100
Requests for translation services
Every request for translation services made to Translation100 and supply of Source Materials to Translation100 is made subject to these terms and conditions.
No contract exists in respect of any request for translation services or in respect of any Source Materials that may be submitted to Translation100, until there is an agreed translation service. Once there is an agreed translation service, a ‘Contract’ is formed between the Client and Translation100.
Translation100 reserves the right to decline any translation services if the Source Materials contain any material which Translation100 at its discretion (Translation100 takes no obligation to review the Source Materials for legality, appropriateness or otherwise) considers to be obscene, offensive, contrary to other law or inappropriate in any way.
Provision of Services
Subject to receipt of all applicable amounts due from the Client, Translation100 will provide the Services as specified in the contract and in accordance Translation100’s standard practices and procedures;
The Client must provide all information requested by Translation100 (via the Website) in respect of the Services and ensure that all such information is accurate and complete.
Translation100 provides services at different specified quality levels. It is the Client’s responsibility to select the preferred level of service to suit their requirements. Translation100 will deliver to the selected level of service as specified in the Accepted Quote and has no obligation to check whether that quality level is appropriate for the Client’s needs.
Translation100 has no responsibility to complete the translation for the price quoted if the word count and or nature of the translation varies from what was able to be gained from the Source Materials when first quoted. Translation100 will provide the Client with a corrected quote with the difference owing for completion of the job and amended delivery date if necessary. The Client may opt to instead receive a full refund if the correct quote is not acceptable.
Should a Client purchase the translation services on a Sunday then it may result in a minor delay in the timeframe to complete. Translation100 will use its best endeavors to ensure this does not happen but will notify the Client as soon as practicably possible on a Monday identifying of any delay.
Translation100 has no responsibility to review the quality of the Source Materials for typographical or any other errors and has no liability to review the Source Material for or to correct any errors or omissions contained in any Source Materials regardless of the nature of such errors or omissions and regardless of the impact that such errors or omissions may have on the quality of the Deliverables.
On completion of the Services and subject to receipt by Translation100 of all amounts due from the Client, Translation100 will issue the Deliverables to the Client.
Translation100 will issue the finished product to the Client in accordance with Translation100’s standard practices and procedures. Translation100 accepts no liability for any delay in meeting the applicable timing.
Ownership of Intellectual Property in the Source Materials or Finished Product is not transferred to Translation100
During the process of the Contract, all Intellectual Property used will remain the property of Translation100. Nothing in any Contract transfers to the Client any of Translation100’s Intellectual Property.
The parties recognize and acknowledge the confidential nature of the Confidential Information.
Neither party may disclose any Confidential Information other than:
(a) to its directors, employees, contractors or subcontractors to the extent necessary in the performance of the Contract;
(b) with the express prior written consent of the other party; or
(c) to its professional advisers.
The Client represents and warrants to Translation100 that:
(a) all the provided Source Materials are owned by the Client, and is not breaching the Intellectual Property rights of third parties;
(b) all the provided materials submitted to Translation100 will not interfere (whether a device, software or any other thing whether embedded into the Source Materials or otherwise) with the functioning of Translation100’s Website; and
(c) it has authority to enter into and perform and the ability to perform its obligations under this Agreement.
The Client indemnifies Translation100 against any losses, costs (including legal costs on a solicitor and own client basis), expenses, demands or liability whether direct, indirect, consequential or otherwise, and whether arising in contract, tort (including negligence), equity or otherwise, arising out of a claim by a third party where the claim arises from any breach of the representations and warranties made by the Client in this clause 5.
If there is any dispute between the two parties regarding the Contract or circumstances or conduct, no party can initiate any legal action related to the dispute until the party has obeyed the procedures from the clause 6.
Written notice must be provided by the initiating party of the dispute, nominating the negotiations representative for the party. Within seven days after receiving the written notice, the other party must release a written notice to the first party, with their representative for negotiations. The nominated representatives will possess the authority needed to settle the dispute.
The parties are obliged to refer the dispute to mediation if the parties do not manage to come to terms regarding the dispute within 14 days of receiving the written notice.
The mediation process will be conducted by a mediator with its fee settled by the parties. The mediation will be conducted through the Mediation Council of Romania, accessible through http://www.cmediere.ro/ . [LEADR Country_name INC STANDARD MEDIATION AGREEMENT]
The Contract represents the full and absolute statement of agreement between the two parties. All other agreements or proposal (whether written or oral) that are not speculated in the Contract are null.
Any amendment to a contract is null unless it is signed by the parties involved.
The rest of the Contract will not be affected if any agreement becomes invalid to any of the parties
Translation100 is an independent contractor. There are no clauses in the Contract which states that any party is an agent, employee or partner or joint venture of the other party
Translation100 may suspend performance of its obligations under a Contract for so long as it is unable to perform for reasons outside of its control.
Without any written consent from Translation100 the Client cannot assign any rights to any Contract
If any provision of a Contract is held invalid, unenforceable or illegal for any reason, the Contract shall remain otherwise in full force apart from such provisions which shall be deemed deleted.
In the event of any conflict or inconsistency as between the Accepted Quote and these terms and conditions, unless specified otherwise in these terms and conditions, these terms and conditions will take precedence.
Notices under each Contract must be in writing and sent by post or facsimile to the address or facsimile number specified in the Quote (unless otherwise notified on seven days written notice).
Notices sent by post shall be deemed received 10 days after posting to or from an overseas destination and three days after posting within [name of the country where the company was made] and notices sent by facsimile shall be deemed received on transmission so long as the sender has a transmission report specifying the correct number of pages sent, the date and time of transmission and that transmission was successful.
Each Contract is governed by and construed in accordance with Romanian law and the parties submit to the non-exclusive jurisdiction of the Romanian courts.
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