TERMS & CONDITIONS2017-04-25T13:51:52+00:00

 

Legal Terms & Conditions

Last Modified on 24 April, 2017. 

The TransLinguist services and technology are provided by TransLinguist Limited (“TransLinguist” or “we”), located at Kemp House, 160 City Road, London, United Kingdom EC1V 2NX with a registered company number of 10725130.

By using our Service, you are agreeing to these terms. Please read them carefully.

  1. DEFINITIONS

“You” means you as an individual, or if applicable, the company or other legal entity you represent.

“User” means visitors to this website or the Service who are not registered users.

“Customer” means visitors who are also registered users of the Service.

“Disbursements “means costs reasonably incurred by the Company, or persons employed or engaged by the Company in connection with the Services for accommodation, food, travel and other ancillary expenses, and the cost of any materials and the cost of services reasonably and properly procured by the Company from third parties in the provision of the Services

“Translator” means third parties who engage with TransLinguist and Customer to provide content translation services as contractors of TransLinguist (not employees).

“Service” means all the TransLinguist.com websites, services, apps, and related technology, and the translation services provided in connection with the foregoing.

“Order” means any order for Services created by a Customer, and accepted by TransLinguist via acknowledgement in the Platform or otherwise in writing.

“Client Material” means the source content for translation by the Service, and any guidelines, glossary and other materials provided by Customer.

“Translated Work” means the content translated from the Client Material/ s.

“TransLinguist Quality Policy” is located at www.translinguist.com

“Platform” means TransLinguist’s online portal and platform where you can access your TransLinguist Account, initiate Orders and access the Service.

“TOS” means these TransLinguist Terms of Service and any policies, guidelines, or other documents referenced herein.

  1. USING OUR SERVICES

If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the legal authority to bind the legal entity to this TOS, in which case “You” or “Your” means that entity. If You do not have this authority, or if You do not agree with the terms and conditions of this TOS You may not use the Service or any Service related materials. You represent that you are at least 18 years of age, or of the age of majority in your place of residence or jurisdiction.

You agree to:

  • Be responsible for the activity that happens in connection with TransLinguist
  • Comply with any policies made available to you by TransLinguist
  • Not abuse or conduct illegal activity using our Service
  • Not contact Translators outside of the Account Management sales communication network that TransLinguist provides
  • Not defame or harass TransLinguist, or its employees, contractors, or Translators

TransLinguist may suspend or terminate your access to the Service or an Order if you do not comply with this TOS or if we suspect misconduct, fraudulent activities or payment, or a violation of this TOS, with or without notice.

TransLinguist may modify or suspend the Platform or Service, at any time for any reason.

  1. ORDERS, APPROVAL

Account and Credits. Before initiating an Order, You must first register as a Customer with our dedicated Account Managers whom will manage your TransLinguist account. You agree to keep and provide all account information updated and accurate at all times. Any personal information you provide will be subject to the TransLinguist Privacy Policy.

Payment. Before initiating an Order, you must make yourself aware of our TransLinguist payment policy. TransLinguist will apply gross-up calculation to the payment. This means that the payment to TransLinguist must be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If you are compelled to make any such deduction, you will pay TransLinguist any additional amounts as are necessary to ensure receipt by TransLinguist of the full amount it would have received but for that deduction. The Company may require the Client to pay the Fees or a proportion of them in advance. Where an Order involves long texts the Company may request an initial payment from the Customer followed by periodic payments on terms to be agreed between the parties . Where interim or periodic payments are requested by the Company but not made by the Customer, the Company shall have the right to retain the Customer’s documents and suspend the provision of Services until the outstanding payment is made.

Order. You can initiate an Order by providing all the required information to the dedicated Account Manager.

Client Material. Customer is responsible for providing the Client Material to be translated, materials describing the context of the translation, and all other necessary materials (glossary guide, etc.) when placing the Order. TransLinguist may make recommendations on which source materials and in what format to provide source materials, but ultimately the quality of the results will depend on the clarity, accuracy, and comprehensiveness of the Customer’s source materials and instructions provided.

Cancellations. Customer can cancel any Order if the project has not yet been engaged by a Translator. To attempt to cancel an Order, contact TransLinguist’s dedicated Account Managers as assigned to your client account to see if the Order can be cancelled. If the Order has been picked up by a Translator, the Order cannot be cancelled and there will be a fee subject to the client.

Translated Work. TransLinguist cannot guarantee that a particular Translator or that any Translator will engage on your Order. If the Order is engaged by a Translator, TransLinguist will return the Translated Work to the Client as specified and agreed with the client. TransLinguist provides an estimated time for Service completion, but cannot guarantee an exact delivery time. We will email you when the Translated Works are ready for your review in case of any delay.

Approval or Rejection. Upon TransLinguist’s notification of delivery of the Translated Work, Customer will have 72 hours to review the Translated Work. Customer may approve the Translated Work with their dedicated Account Manager if deemed necessary. If the Customer does not respond within the 72 hour review period, the Translated Work will be deemed “Approved”. Alternatively, Customer may reject the Translated Works within the 72 hour review period if the Customer reasonably determines that it does not meet the Quality Level that was required. We will typically get back to you to resolve the matter amicably in lieu to our quality assurance process, client feedback and linguist response.

Due to the nature of language translation, errors in translations will inevitably occur. But if TransLinguist determines that the Translated Work that you have rejected did not meet the quality level specified in the Order, then TransLinguist will correct and resubmit the Translated Work within a reasonable time frame. TransLinguist’s liability will be limited to correcting such errors.

Disclaimer. You agree to review any Translated Works before making such content public, and you expressly agree that TransLinguist will not have any liability or indemnity obligations to you based on the Translated Works if you fail to do so.

  1. TRANSLATORS; CONTRACTORS.

TransLinguist may use and retain third party contractors (such as Translators) to provide the Service to you. As such, you agree that TransLinguist may sublicense its rights under this TOS to third parties to act on TransLinguist’s behalf, provided that such third parties are contractually bound by terms no less protective of Customer than this TOS. TransLinguist is solely responsible for paying and resolving all disputes with third party contractors and Translators.

  1. CLIENT MATERIAL DISCLOSURE

We disclose the Client Material to potential Translators and contractors, for the sole purpose of allowing him / her to preview the content in order to decide whether to engage the Order. You are solely responsible for editing or removing any confidential or personally identifiable information within the Client Material if you do not wish to disclose that information. However, it should be noted that all potential translators and contractors sign an NDA with TransLinguist to ensure client confidentiality and material disclosure.

  1. INTELLECTUAL PROPERTY

All intellectual property rights in the Translated Works will be assigned to Customer upon Customer’s Approval of the Translated Works and Your compliance with this TOS.

The trademarks, names, logos and service marks (collectively “Trademarks”) such as “TransLinguist” and “my TransLinguist” are trademarks of TransLinguist. Nothing contained in this TOS shall be construed as granting any license or right to use any Trademark without TransLinguist’s prior written permission. The content on the Service is protected by intellectual property laws and may not be copied, distributed, modified, published, or transmitted in any manner.

Third party content and trademarks displayed on the Service are owned by their respective owners and may not be reproduced in whole, or in part, without the express written permission of the owner.

If you opt in to allow TransLinguist to use your Translated Works as “public examples,” you grant TransLinguist a worldwide, perpetual, royalty-free, irrevocable, license to publish and display your Client Materials and related Translated Works in connection with operating, promoting, and improving our Services. This license continues even if you stop using our Services.

If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.

In order to provide you and our other customers the best possible translation and language services, we (and those we work with) may use your Translated Works, as aggregated with other customer works, to generally improve the Services (for example, fine tune our turnaround time estimates, or improve machine translation and machine learning systems). If we do this, we never disclose your identity or confidential information, nor make your Translated Works publicly available.

  1. ABOUT APIS AND SOFTWARE IN OUR SERVICE

The Service may include APIs or software (“TransLinguist Materials”) to facilitate your use of the Service and is deemed a part of the Service. If you choose to use such TransLinguist Materials, TransLinguist grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the TransLinguist Materials for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by TransLinguist, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Service or TransLinguist Materials, nor may you reverse engineer or attempt to extract the source code of the Service or TransLinguist Materials. TransLinguist does not guarantee the availability or performance of the TransLinguist Materials. Your access or use may be limited or suspended at any time.

  1. WARRANTIES AND DISCLAIMERS

The Customer represents and warrants to hold all necessary rights, title, and interest in the Client Material, and that the Client Material will not and does not infringe or violate any third party’s rights, does not violate any law, and does not contain any offensive or unacceptable content.

The Service and Translated Works are provided “AS IS”. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER TRANSLINGUIST NOR ITS TRANSLATORS, CONTRACTORS, OR SUPPLIERS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. WE DO NOTMAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

  1. INDEMNITY

Customer will indemnify and hold harmless TransLinguist, its affiliates, current and past directors, officers, and employees from and against any and all claims, taxes, losses, damages, liabilities, judgments, settlements, costs and expenses, including solicitors’ fees and other legal expenses, arising directly or indirectly from or in connection with: (1) Customer’s breach of any of its representations, warranties or obligations under this TOS; (2) Customer’s negligent, reckless or intentionally wrongful act or by its assistants, employees, contractors or agents; (3) Customer’s failure to perform its obligations or exercise its rights in accordance with all applicable laws, rules and regulations.

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL TRANSLINGUIST’S LIABILITY HEREUNDER EXCEED THE AMOUNT PAID BY THE CUSTOMER TO TRANSLINGUIST DURING THE 12 MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY.

  1. GENERAL

This Agreement is governed by the laws of the United Kingdom. Any claims or disputes shall be resolved in the courts located in London, United Kingdom

TransLinguist may modify this TOS at any time. You should look at the terms regularly. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

If there is a conflict between the terms in this TOS and an Order, the Order will control for that conflict.

This TOS controls the relationship between TransLinguist and You. They do not create any third party beneficiary rights.

If You do not comply with this TOS, and we do not take action right away, this does not mean that We are foregoing any rights that We may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, this will not affect any other terms.

  1. NOTICES:

Any notice which must be given under these conditions may be either delivered personally, electronically or posted. Notice given by post must be pre-paid and correctly addressed and in the case of a registered company shall be to its registered office and in any other case to the address set out in the correspondence between the Client and the Company unless otherwise agreed in writing between the parties. A notice given by email must in the case of the Company, be sent to hello@translinguist.com or in the case of the Client to the email address stated in the Instruction Form unless otherwise agreed in writing between the parties. Any such email notice shall be deemed to have been received on the next business day following transmission.

  1. NON SOLICITATION:

The Customer agrees that during the term of the Contract and for a period of 12 months after termination, the Customer shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee or Independent Contractor of the Company engaged in the performance of the Services without the prior written consent of the Company.

  1. ARBITRATION PROCEDURE:

Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, or the legal relationships established by the Contract, shall be referred to and finally resolved by the Arbitration Panel of the Association of Translation Companies. It is agreed that:

  • The Arbitration Panel will nominate two or more arbitrators to consider the case and report to the Arbitration Panel
  • The arbitrators will be instructed that their verdict may be wholly in favour of one or the other party or on a proportionate basis
  • The arbitrators’ decision shall be final if unanimous. If the arbitrators ‘opinions differ, the final decision rests with the Arbitration Panel, who may, if they wish, appoint an umpire for final adjudication
  • The parties shall be informed of the Arbitration Panel’s decision
  • If the complaint is upheld, the defendant shall be liable for the costs of the arbitration in full. If the complain is not upheld, the complainant shall be liable for the costs of arbitration in full. If the award is proportionate, the cost shall be shared as indicated by the Arbitration Panel
  • The decision of the Arbitration Panel shall be binding on the parties and shall be final
  • The language of the arbitration shall be English
  1. FORCE MAJEURE

For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, Royal Mail or equivalent postal/delivery service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.

If the Force Majeure Event prevents the Company from providing any of the Services for more than [4] weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Client.