General Translation Service Terms and Conditions
LanguageTran Inc.
1. About these Terms and Conditions. These general terms and conditions (“Terms and Conditions”), and any request for services, to the extent confirmed in writing by LanguageTran Inc., represent the entire agreement (the “Agreement”) made by and between LanguageTran Inc. and the person or entity requesting services from LanguageTran Inc.(the “Client”). These Terms and Conditions may not be supplemented, modified or amended except by written agreement signed by both the Client and LanguageTran Inc. Any terms and conditions of the Client’s purchase order or other forms or communications additional to or varying from those of this Agreement shall not be binding on LanguageTran Inc. unless specifically agreed to in writing by LanguageTran Inc.
2. Requests. Each request for services to be provided by LanguageTran Inc. (a “Request”) must be made in writing by the Client, and must be confirmed in writing by LanguageTran Inc. No Requests, offers or terms and conditions shall be binding on LanguageTran Inc. unless and until, and except to the extent they are confirmed in writing by LanguageTran Inc. There shall be no binding contract and no obligation of any kind on LanguageTran Inc. until issuance of written confirmation thereof by LanguageTran Inc.
3. Intended Use of Work; Specifications. The Client shall clearly and specifically indicate the purpose and intended use of any work requested from LanguageTran Inc., as well as any other specifications regarding the services to be delivered by LanguageTran Inc., all of which must be agreed to in writing by LanguageTran Inc. (the “Specifications”). Specifically, and without limitation, the Client shall indicate in the Specifications whether any documents submitted to LanguageTran Inc. for translation purposes will be used as or in bids and tenders, any legal actions, including but not limited to court documents, letters rogatory, depositions, etc., contracts of any nature, advertising, printing or publication. The Client shall also make known to LanguageTran Inc. any certification requirements upon making the request and all other circumstances wherein the services to be provided have a direct relation to life and death consequences, i.e. medical technology, service and operation manuals for machinery and industrial/agricultural equipment, tools, government security clearance, etc. It is understood and agreed that the service(s) to be provided by LanguageTran Inc. and/or the translations or other work product to be delivered by LanguageTran Inc. to the Client or its designees (collectively, the “Deliverables”) shall be suitable only for the specific use and purpose disclosed by the Client and set forth in the Specifications, and LanguageTran Inc. shall have no obligation to produce a translation suitable for any other use or for any other purpose or in any context not specifically disclosed and described by the Client. The Client understands and acknowledges that no Deliverables can be certified as accurate or suitable with respect to any use or purpose or in any context except that specifically described by the Client.
4. Fees. Unless otherwise agreed in writing by LanguageTran Inc., all fees for services provided by LanguageTran Inc. hereunder are payable in full, in United States dollars, within 30 days of delivery or provision thereof. At the Client's request, LanguageTran Inc. shall provide a written estimate of its fees upon review of the Specifications and any source materials or other documentation provided by the Client. The Client shall pay LanguageTran Inc. such deposit as may be requested by LanguageTran Inc. in writing, prior to commencement of the assignment.
The Client understands and agrees that any change in the Specifications after the acceptance of an estimate by LanguageTran Inc. may result in delays in the provision of the Deliverables and/or additional fees, even if the scope of the project in question is narrower as a result of such change in Specifications. LanguageTran Inc. reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final source materials to be translated. Unless otherwise agreed in writing by LanguageTran Inc., the Client is liable to LanguageTran Inc. for payment in full of LanguageTran Inc.'s invoice for the Deliverables, whether or not such invoice amount exceeds the amount quoted by LanguageTran Inc. in its written estimate, provided that any variance is not inconsistent with the estimate or quote and is explained in LanguageTran Inc.’s invoice.
5. Reimbursable Expenses; Delivery and Shipping. In addition to the quoted amount to be paid to LanguageTran Inc. as compensation for its work, the Client shall reimburse LanguageTran Inc. for its reasonable out-of-pocket expenses and disbursements (“Disbursements”) incurred in connection with performance of the work for the Client, including without limitation, delivery and shipping costs for third party service providers such as courier services, Federal Express, UPS, US Postal Service, other express delivery services, and any insurance fees deemed necessary or appropriate by LanguageTran Inc. All such Disbursements shall be invoiced by LanguageTran Inc. to the Client at cost plus handling charges at LanguageTran Inc.’s normal rates. LanguageTran Inc. shall incur no liability for lateness, negligence, or direct or indirect damages due to delays or failure to deliver by such third party service providers.
6. Credit References & Payment Terms. If deemed necessary by LanguageTran Inc., all first-time clients shall submit verifiable credit references before LanguageTran Inc. will proceed with a Request. If adequate credit references cannot be provided, all work must be paid for in advance. LanguageTran Inc. may, at its discretion, require deposits or COD payment for certain projects. Unless otherwise specifically agreed in writing, under no circumstances will LanguageTran Inc. extend credit for more than a maximum of 30 days from the date of the invoice. Any invoice outstanding and unpaid for more than 30 days shall be considered delinquent, and interest shall accrue on all balances outstanding for more than 25 days at the lower of (i) 1.5% per month (18% per annum) or (ii) the highest rate allowed by law. The Client agrees that any and all fees, costs and expenses, including without limitation reasonable attorney’s fees and disbursements (“Collection Costs”) incurred by LanguageTran Inc. in connection with collection attempts shall be paid by the Client. Any such Collection Costs shall be due and payable to LanguageTran Inc. upon the Client’s receipt of LanguageTran Inc.’s invoice to the Client therefore.
7. Revision of Translation-Related Deliverables. The Client agrees to promptly review the translation-related Deliverables upon receipt thereof and to notify LanguageTran Inc. within fifteen (15) business days of any errors or omissions in such Deliverables. LanguageTran Inc. agrees to rectify the following without charge within a reasonable period of time: outright mistranslation, omission, typos, grammatical mistake, or non-adherence to any approved glossary (“Non-Subjective Errors”). LanguageTran Inc.’s sole obligation with respect to such Non-Subjective Errors is the obligation to correct the Deliverable at no cost to Client, provided that the Client gives notice of such errors to LanguageTran Inc. within fifteen (15) business days of Client’s receipt of the Deliverables. Failure to raise an objection within this period shall be considered as approval of the work as delivered. All changes requested by the Client other than non-subjective errors or omissions will be subject to additional charges. LanguageTran Inc. shall not be responsible for alterations to LanguageTran Inc.’s work made by any other person acting on behalf of the Client.
8. Employees & Subcontractors; Non-Circumvention. The Client agrees that the Client shall not solicit or retain, either directly or indirectly, any employee, translator, interpreter, or other personnel contracted or supplied by LanguageTran Inc. (collectively referred to as “LanguageTran Inc.’s Agents and Independent Contractors”) to provide services for the Client other than by submitting the desired work to LanguageTran Inc. In the event of any breach of this provision by the Client, without limiting any other remedy which may be available to LanguageTran Inc., the Client shall owe to LanguageTran Inc. as a referral fee, 100% of any and all amounts paid by Client to any of LanguageTran Inc.’s Agents and Independent Contractors with respect to any services performed for the Client by any of LanguageTran Inc.’s Agents and Independent Contractors, other than by or through LanguageTran Inc., at any time within two years after the date of the Client’s most recent Request made to LanguageTran Inc.
9. Copyrights. Final release of copyrights or other intellectual property rights for translations in printed or electronic form, any audio or video recordings, computer files or graphics, shall only be issued after payment in full of all outstanding balances of the invoice amount, fees and Disbursements due to LanguageTran Inc., including interest and any possible Collection Costs.
10. Retention of Source Materials and Work Product. LanguageTran Inc. reserves the right to retain file copies of all source materials and any work product contained in any of the Deliverables, but shall have no obligation to do so unless otherwise agreed in writing by LanguageTran Inc. LanguageTran Inc. shall have no obligation to comply with any request by the Client for source materials or Deliverables more than six (6) months after the date of first delivery of the Deliverables to the Client or its designee; provided that LanguageTran Inc. may search for and provide such source materials and/or Deliverables upon the payment of an additional fee to LanguageTran Inc. to be agreed upon in advance.
11. Cancellation Policy. All cancellations of services contracted by the Client require written notice to LanguageTran Inc. For services related to translation and/or transcription, any cancellation of work already begun will incur a cancellation fee to be determined by the work already performed, in the amount of that portion of the total estimated cost allocable to the work already performed, plus all costs and Disbursements, of any kind, incurred in connection with the services contracted or the performance of work thereunder. This may include billing for work performed up to the time of cancellation, additional administrative or research time, rush fees, and project-specific expenses. For services relating to interpreting, voice-overs or other audio/video services, all such services shall be subject to a cancellation notice period of at least seven (7) days prior to the earliest time and date set for such work. In the event of such cancellation with required notice, the cancellation fee shall be 50% of the quoted amount for the service contracted. In the event of such a cancellation without giving the required notice, the cancellation fee shall be 100% of the quoted amount.
In addition to any applicable cancellation fees, the Client shall reimburse LanguageTran Inc. for all costs, expenses and Disbursements incurred in connection with the service contracted, including without limitation any and all Disbursements, additional fees, or additional charges incurred towards any third party, including but not limited to equipment providers or audio or video recording facilities booked by LanguageTran Inc. for that specific project, whether as a consequence of such third party’s cancellation or booking policies or otherwise.
The Client agrees to pay the fees described in this section as liquidated damages and not a penalty) in the event the Client cancels any Request, in whole or in part, for any reason.
12. Limitation of Liability; No Warranties. In performing its services, LanguageTran Inc. endeavors to produce accurate, idiomatic translations of the highest quality. Notwithstanding the foregoing, the Client understands and accepts that words and phrases in different languages rarely have an exact correlation, and that no liability is assumed by LanguageTran Inc. for any actual or alleged lack of nuance or impact, in particular, and without limitation, as these may relate to expressiveness of a text and its suitability for use by the Client in any particular activities. The Client agrees that LanguageTran Inc.’s sole and exclusive liability with respect to the text of any translation-related Deliverables shall be to correct Non-Subjective Errors as set forth in Section 7 above.
EXCEPT AS SET FORTH ABOVE, LanguageTran Inc. makes no warranties of any kind, WHETHER express, implied, OR STATUTORY, including without limitation any warranties of merchantability, fitness for a particular purpose, or otherwise, except only as may be contained in such written certification that LanguageTran Inc. may deliver to the Client at the time of delivery of the Deliverables. LanguageTran Inc. shall be under no obligation to provide any such certification unless, and except only to the extent, as specifically agreed in the written confirmation of the Client’s Request delivered by LanguageTran Inc. to the Client.
LanguageTran Inc. shall under no circumstances be liable for any losses, claims, causes of action, expenses, judgments, or damages of any nature or kind, including without limitation special, direct, indirect, incidental or consequential damages or loss of profit or income (collectively, the “Claims”), exceeding the lesser of the invoice amount or the replacement value of the work performed by LanguageTran Inc., and REGARDLESS OF WHETHER LanguageTran Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS. this limitation shall apply whether such alleged Claims may be due to dispute, inadequate guidelines, faulty specifications, failure to respond to inquiries, negligence, scheduling, third party service provider failure, wars, riots, acts of God or nature, or any other cause.
Notwithstanding the foregoing, under no circumstances shall LanguageTran Inc. be li
