Responsive Translation’s Terms and Conditions
These Terms and Conditions constitute a legally binding agreement between the Client and Responsive Translation regarding services rendered or to be rendered by Responsive Translation. In the event of conflict with any communications, proposals, contracts, marketing materials, or agreements, these Terms and Conditions will prevail. Submission of source materials (as defined below) constitutes acceptance of all these terms and conditions.
Scope and Delivery of Services: Responsive Translation will provide to the Client translation and other services (“Services”) as described in of this contract in accordance with the terms and subject to the conditions set forth in this agreement.
Confidential information: Responsive Translation shall take reasonable measures to ensure that all translated communications remain confidential, whether the translator or interpreter is an independent contractor or employee. Each party’s respective obligations shall survive the expiration or termination of this Agreement.
In the event that either party receives a court subpoena, request for production of documents, court order or requirement of a government agency to disclose any Confidential Information, the recipient shall give prompt written notice to the other party so that the subpoena, request for production of documents, order or requirement can be challenged or limited in scope by Client or Responsive Translation, as appropriate.
Independent Contractor: The parties agree that Responsive Translation’s relationship to Client is that of an independent contractor and that nothing contained in the Agreement shall be construed as creating any other type of relationship.
Client Specifications/Assistance: Responsive Translation will translate specialized terms by their usual and conventional meanings or according to specific client instructions, and otherwise make decisions based on Responsive Translation’s quality assurance process. All Source Materials will be legible and will be delivered to Responsive Translation in such format(s) and such time as Responsive Translation will specify. Responsive Translation will not be responsible for delay in delivery due to failure to deliver any Source Materials in a timely manner or proper format.
Rush Service Warning: For projects completed on a rush basis, normal QA process may be suspended which may impact the quality of the deliverables.
Modifications/Additions to Source Materials: All modifications or additions to the Source Materials will be submitted to Responsive Translation, 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 are determined based on extent and implication of changes and percentage of work already completed. Client will be advised by Responsive Translation of the estimate of additional charges before the changes or additions are made by Responsive Translation.
Corrections: Responsive Translation will correct the following errors free of charge: Outright mistranslation, omission, typo, grammatical mistake, non-adherence to any approved glossary. Responsive Translation’s sole obligation with respect to errors is the obligation to correct the Deliverable at no cost to Client.
Translation Memory: Based on job requirements, Responsive Translation may determine that a translation memory database of translated terms will be maintained in a secure environment by Responsive Translation, and upon receipt of payment remains the sole property of the client, and will be delivered to the client with 48 hours of the client’s request.
Limitation of Liability: Responsive Translation will 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 Responsive Translation, 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 Responsive Translation has been advised of the possibility of such damages, anything contained in related proposals and other documentation notwithstanding. Responsive Translation will not be responsible for any loss or damage to, nor the return of, any Source Materials.
Representations and Warranties: Responsive Translation represents and warrants that it will perform all work 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 will not infringe upon any copyright, trademark, patent, or other right of any third party.
Disclaimer of Warranty: The foregoing warranties of Responsive Translation are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Responsive Translation makes no warranty that use of the Deliverables or use of any information relating thereto or contained therein will not infringe any patent, copyright, or trade secret or any other proprietary right of any third party.
Termination: In the event that Client breaches this Agreement, Responsive Translation will have the right to terminate whereupon Client will pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that Responsive Translation breaches this Agreement, Client will have the right to terminate whereupon Responsive Translation will return to Client all Source Materials and data supplied by Client together with all translated product that exists as of the date of termination. Neither party is 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.
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 Responsive Translation 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 Responsive Translation 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 will remain the property (but not the risk) of Responsive Translation until Responsive Translation will have been paid in full for such Deliverables.
Indemnification: Client shall indemnify, defend, and hold harmless Responsive Translation, 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.
Terms of Payment: Payment methods shall be by either of the following methods. A.) Where no credit arrangement has been agreed between Responsive Translation and its client, payment shall be made by credit card using encryption communications ensuring that credit card details are passed in a secure format. Credit card details shall be recorded by Responsive Translation when clients first register an order. Clients shall be required to register their credit card number when registering subsequent orders for validation by Responsive Translation. Responsive Translation shall transact payments with the appropriate credit card companies in all instances. Where non-validation occurs, clients will be contacted by Responsive Translation for order confirmation and payment details prior to the translation process. B.) Where credit arrangements have been agreed between Responsive Translation and its client, the client shall make payments to Responsive Translation as defined in Exhibit A of this agreement.
A finance charge may be assessed on all unpaid balances outstanding over 30 days at the lesser amount of eighteen percent (18%) per annum (1.5% per month) or the maximum amount permitted by law. After 90 days from the date of invoice, Responsive Translation’s will refer all invoices to collections for which Client agrees to pay costs of collection, including any reasonable attorney fees.
Arbitration: Disputes, controversies or other matters arising out of or relating to the Agreement, or breach thereof, shall be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall be enforceable in any court of competent jurisdiction and the prevailing party shall be entitled to recover its reasonable attorney’s fees and other costs and expenses as apportioned by the award of the arbitrator. The arbitration shall take place in New York, New York unless otherwise mutually agreed by the parties.
Force Majeure: Responsive Translation and Client shall be excused from any act, omission or obligation to perform under this Agreement when such failure or default is caused by an act of God, fire, earthquakes, floods, strikes or labor disputes, war, riot, insurrection or other causes beyond its reasonable control.
Severability: In case any one or more of the provisions contained in this Agreement shall be held invalid, illegal, or unenforceable in any respect under any law, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.
Entire Agreement; Amendment: This Agreement constitutes the entire agreement between the parties with respect to the service provided. This Agreement may not be amended nor any term or provision waived except by an instrument in writing signed by both parties. All notices provided in connection with this agreement shall be in writing and shall be delivered by registered mail to the address listed on page 1 this Agreement and Exhibits A and B constitute the entire agreement between the parties pertaining to the subject of this Agreement and supersede all prior writings, conversations, understandings and agreements.
Legality: This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of New York. End.