Consumer Translations LLC
TERMS & CONDITIONS
Updated: July 1, 2013
Please review this Agreement carefully. If You are not in complete agreement with these Terms & Conditions in their entirety, You may not participate in the services of Consumer Translations LLC (“Consumer Translations”, “Us” or “the Company”) and can have no actions against them. Your continued use of this website shall constitute Your full and complete acceptance of all Terms & Conditions contained herein, and as amended later. Without such acceptance, You may not use this Website and any such use of this Website shall be deemed a breach of this Agreement.
This Website (the “Website”) www.ConsumerTranslations.com is an Internet property of Consumer Translations LLC (herein referred to as “we”, “us” or “company”) a United States registered, limited liability company. You (the “Visitor”) hereby agree to the following Terms & Conditions (the “Agreement”), in its entirety, upon accessing this Website.
1.1. ‘Terms & Conditions’ means these Terms & Conditions as set out below.
1.2. The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms & Conditions.
1.3. References to ‘documents’, ‘records’, ‘books’ and ‘data’ shall include information contained in computer programs, disks, records or any other machine readable form or records kept other than in a legible form, but capable of being produced into a legible form.
1.4. The word ‘including’ shall be understood to mean ‘including without limitation’ and the word ‘includes’ shall be understood to mean ‘includes without limitation’.
1.5. Words of a technical nature shall be construed in accordance with general trade usage in the computer industry in the US.
1.6. In the event of any conflict between any part of a Contract, the documents constituting the agreement between the parties shall have priority in the following order:
1.6.1. Service level agreement (if any) entered into between the parties, and signed in writing by both parties (whether electronic signature or handwritten).
1.6.2. These Terms & Conditions.
1.7. ‘Confidential Information’ means information (in any form) which is confidential either to You or to Us and which either You disclose to us or we disclose to You in connection with the Services.
1.8. ‘Intellectual Property Rights’ means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know-how or Confidential Information, Translation Memory and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
1.9. ‘Order’ means an order for the Services provided by You from time to time.
1.10. ‘Original Works’ means the documents, files, materials and works provided by You for the purposes of carrying out the Services.
1.11. ‘Services’ means translation services performed by Us for You, either by our own efforts or through outsourcing to sub-contractor(s).
1.12. ‘Translated Works’ means the documents, files, materials and works translated and produced from the Original Works in accordance with Your instructions and provided to You by or through us.
1.13. ‘We, us, our,’ means Consumer Translations LLC whose registered office is at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its Registered Agent at such address is Corporation Service Company.
1.14. ‘You, Your’ means the company, firm, body or person to whom we are supplying the Services and / or the Work Products, also termed “the Client”.
1.15. ‘Work Products’ means all the products and/or Services supplied by us.
1.16. ‘Contract’ means the contract between the Client and us, and consisting of the purchase order from the Client and these Terms & Conditions.
2.1. Quotations are not binding on Us if changed in any way, or if the information from which such Quotation was made proves to be incorrect or otherwise faulty. A Contract will only come into being when we issue a written confirmation of Your Order, or when we deliver the Translated Works to You.
2.2. The Contract will be subject to these Terms & Conditions. Any other Terms & Conditions appearing or referred to in the Order, or otherwise stipulated by You, shall have no effect. Any variation of the Contract must be confirmed in writing by one of our officers.
2.3. Our written quotations are given on the basis that the terms quoted will remain open for the placing of orders for 15 days from the date of the quotation.
2.4. Quotations are given on the basis of Your description of the source material, the word count as determined by us, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.
2.5. Information provided in our brochures, catalogues or other published material is a general description only and does not form part of the Contract.
2.6. These Terms & Conditions apply to all Services provided to You unless otherwise agreed and executed between the parties in writing.
2.7. Review Period: prior to web posting, translations that have been completed and verified by Quality Control second-translator-revision shall be returned to the Client. At that point, a Review Period of ten (10) calendar days shall be provided for the Client’s review of said translation(s). If, at the end of the Review Period, no communication has been received by Consumer Translations, then the Client is deemed to have approved the translation(s) for web posting.
2.7.1. The Review Period can be extended by the Client by an e-mail requesting same, and stating a time definite for said extension. Unlimited extensions are not granted, nor extensions for greater than ninety (90) days. At the end of the extended Review Period, the same procedures apply as in section 2.7, above.
2.7.2. During the Review Period, the Client may add graphics treatment to the plaintext translation(s), resulting in the finished copy that the Client wishes to be posted. Without such graphical changes, all translations will be posted as PDF versions of the plaintext previously sent to the Client for review, plus a graphical logo of Consumer Translations in the top-left corner. Your final graphical version should be sent to Consumer Translations as a PDF file for posting.
2.8. Client review: The Client shall perform any changes to be made to the translated content as soon as possible following receipt and within the Review Period. The submission of the translation(s) to Consumer Translations, with or without changes made, shall be deemed the Client’s acceptance of the translation(s) for web posting, and no further liability shall accrue to Consumer Translations for accuracy of same. This provision shall also apply in the case that the Client does not respond within the Review Period to the receipt of translation(s) from the Company. Liability shall accrue to Consumer Translations only if it has been asked to extend the Review Period and nevertheless posts the translation(s) online; in that situation, damages shall be limited to actual damages only, and in no event shall be greater than the amount of the invoice charged for the work involved.
In the event that the Client requests “error corrections” be made by Consumer Translations that significantly change the meaning of the original source content transferred for translation, or are stylistic preferences that do not constitute grammatical, orthographical, omission or translation errors, Consumer Translations shall charge the resulting revision effort at an hourly rate of sixty ($60) dollars.
3. Price and Payment
3.1. Unless otherwise stated, quoted prices are in US dollars and are exclusive of sales tax, value added tax and any other tax or duty. We shall invoice You for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by Us as a result of Your delay in paying such taxes.
3.2. Discounts included on quoted prices are only applicable if invoices are pre-paid before commencement of work described in said quotation(s).
3.3. Price includes transmission to the address specified in our Quotation or Confirmation of Order.
3.4. Quotations in a currency other than US dollar are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
3.5. All payments shall be made without deduction or set-off of bank charges.
3.6. In the event that payment after delivery has been approved in writing and has not been received, then an administration charge of $100.00 will be applied after 60 days and a further 10% after 90 days. For foreign currencies the exchange rate will be taken from www.xe.com on the appropriate day. Translations that, for any reason, have been posted on the Company’s domain and available to others, shall be removed from posting ten (10) days after the payment is due and remains unpaid. The postings will be reestablished once full payment is received, plus a $100 re-posting fee.
3.7. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in these Terms & Conditions, shall entitle Us to suspend further work both on the same order, and on any other order from You, without prejudice to any other right we may have.
3.8. We reserve the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of eight (8%) percent above the published base rate of the US Federal Reserve Bank, Bank Prime Loans Rate applicable on the invoice date. This rate is obtainable at http://www.federalreserve.gov/releases/h15/update/, under “Bank Prime Loan”.
4.1. The dates for delivery of the Translated Works, or the dates for carrying out the Services, are approximate only and, unless otherwise expressly agreed by Us in writing, time is not of the essence for delivery or performance, and no delay shall entitle You to reject any delivery or performance or to repudiate the Contract.
4.2. We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labor, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.
4.3. Posting online on the internet at the URL location targeted by hyperlinks provided to You, or mail posting or delivery to a carrier (including post, facsimile or e-mail) for the purpose of transmission to You shall, for the purposes of the Contract, constitute delivery to You. Risk in the Translated Works shall pass to You on such posting. You are responsible for notifying Us if a posting was advised to You but not delivered.
4.4. We may deliver by installments in such quantities as we may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle You to cancel any subsequent installments or repudiate the Contract as a whole.
5. Our Responsibility and Liability
5.1. The Services shall be carried out using reasonable skill and care in accordance with the standards of the translation industry.
5.2. We shall use all reasonable skill and care in selecting translators and other personnel used to produce the Translated Works and perform the Services.
5.3. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated unless expressly set out in the Contract and signed by both parties.
5.4. We shall incur no liability to You for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of Us prior to the Contract, whether orally or in writing, and You shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.
5.5. We do not warrant that the Translated Works will meet Your specific requirements and, unless otherwise agreed in writing, we do not warrant that the operation of any Translated Works sent to You will be uninterrupted or error free. Furthermore, we do not warrant that, or make any representation regarding, the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise.
5.6. You acknowledge that any Original Works and Translated Works submitted by and to You over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Translated Works.
5.7. Save in respect of death or personal injury resulting from our negligence and subject to clause 5.8, our liability to You in respect of the provision of the Services and / or the Translated Works shall be limited as follows:
5.7.1. WE SHALL NOT BE LIABLE FOR LOSS OF PROFITS, BUSINESS, CONTRACTS, REVENUE, DAMAGE TO YOUR REPUTATION OR GOODWILL, ANTICIPATED SAVINGS, AND OR ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER.
5.7.2. Our entire liability to You under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to Us by You for the specific work in question, under the Contract to which any claim relates.
5.8. You must notify Us within 30 days of delivery of the Translated Works of any claim arising out of the provision of the Services and /or the Translated Works, together with full details of such Claim. In any event, we shall not be liable to You if You fail to notify Us of any Claim within a reasonable time of delivery of the Translated Works.
5.9. You must notify Us within 30 days of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, at which point our liability will be no more than to rectify any such alleged inaccuracies, that we feel to be justified, to our satisfaction. At no time will such allegations operate to delay Your payment to us.
6. Warranty/ Refund policy
6.1 We warrant for a period of thirty (30) days following performance of any Services or the delivery of any Deliverable, as applicable (the “Warranty Period”) that (i) all Services will be performed in a professional and workmanlike manner, in accordance with industry standards, and substantially in accordance with the specifications set forth herein; and (ii) each Deliverable will conform in all material respects to the specifications set forth herein.
6.2 We will use all commercially reasonable efforts to re-perform, correct or repair any non-conformance to such warranty standards of any Services or Deliverable of which the client has notifiedus in writing during the applicable Warranty Period, provided that such Service or Deliverable has not been modified or altered by the client or any third party. If we are unable to correct or repair any such non-conformance, we shall refund any fees paid to us for such non-conforming Service or Deliverable, provided that the client returns to us any Deliverable and work-in-process in its possession, and all copies thereof, to which a refund relates.
7. Shipping policy
All materials will be sent via internet transmission, specifically e-mail attachment, FTP or portal-to-portal transmission.
8. “Translation and Delivery” and “Delivery Only” Contracts:
8.1. These Terms & Conditions shall be equally applicable to “Translation and Delivery” and “Delivery Only” contracts. However, “Delivery Only” contracts shall bear no liability for the translations or other content aspects of the materials. Our only responsibility shall be for proper web posting of materials provided by You.
9. Your Responsibility and Liability
9.1. You warrant, represent and undertake that the materials submitted by You shall not contain anything of an obscene, blasphemous or libelous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties. Unless otherwise agreed in writing by us, You (which for the purposes of this clause includes any of Your associated companies) shall not, for a period of one year after termination of the Contract, either directly or indirectly, on Your own account or for any other person, firm or company, solicit, employ, endeavor to entice away from Us or use the services of a translator or interpreter who has provided the Services and/or Translated Works to You on our behalf under the Contract. In the event of Your breach under this clause, You agree to pay Us an amount equal to the aggregate remuneration paid by Us to the translator for the year immediately prior to the date on which You employed or used the services of the translator. If We are notified of such intentions in advance, permission will generally be given.
9.2. You agree, upon demand, to indemnify Us (which for the purposes of this clause includes our employees, agents and sub-contractors), and keep Us indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by Us to the extent that the same are caused by or related to:
9.2.1. The use or possession by Us of any of the Original Works or materials provided by You in relation to the provision of the Services, including the breach of any Intellectual Property Rights of any third party in or to any such Original Works or materials.
9.2.2. The processing by Us of any data in the provision of the Services as anticipated by clause 10 below.
9.2.3. Any breach of warranty given by You in this clause 9.
9.2.4. Any other breach by You of these Terms & Conditions.
10. Intellectual Property
8.1. All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and the Translated Works shall vest in You (or Your licensors) but, for the avoidance of doubt, You hereby grant to Us (and our sub-contractors) a license to store and use the Original Works and the Translated Works for the duration of the Contract and for the purposes of providing the Services to You.
8.2 You also grant us a license to make the Translated Works available to others via “web posting” (where the Translated Words can be accessed by hyperlink or natural addressing, including public access), for the length of time contracted between us plus a reasonable additional time to establish or disestablish such web posting function.
11.1. Neither party may use any of the other party’s Confidential Information.
11.2. Neither party may disclose to any other person any of the other party’s Confidential Information.
11.3. Either party may disclose the Confidential Information of the other:
11.3.1 When required to do so by law or any regulatory authority, provided that the party required to disclose the Confidential Information, where practicable and legitimate to do so:
18.104.22.168. Promptly notifies the owner of any such requirement; and
22.214.171.124. Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
11.3.2. To its (or any of its associated companies’) personnel, sub-contractor personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
126.96.36.199 Is informed of the obligations of confidentiality under these Terms & Conditions; and
188.8.131.52. Complies with those obligations as if they were bound by them.
11.4. The obligation of confidentiality contained within this clause shall survive termination of the Contract howsoever caused.
12. Data Protection
12.1. Each party shall ensure that in the performance of its obligations under these Terms & Conditions it will at all times comply with relevant provisions of applicable laws of United States federal law and the state law of the State of Minnesota.
12.2. We acknowledge that if we are required to process any data in the course of providing the Services we shall do so only on Your instructions.
13.1. If You subsequently cancel, reduce in scope or frustrate (by an act or omission on Your part, or any third party relied upon by You) the Contract, the full price for the Contract shall remain payable unless otherwise agreed in writing in advance. Any Original Works provided to us, and Translated Works completed by us, under the Contract shall be made available to You on termination of the Contract.
13.2. We shall be entitled to terminate the Contract immediately by written notice to You if:
13.2.1. You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, You fail to remedy the same within seven (7) days of receipt of a written notice specifying the breach and requiring it to be remedied,
13.2.2. You make any voluntary arrangement with Your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to bankruptcy or liquidation, or an encumbrance takes possession or a receiver is appointed over any of Your property or assets, or You cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
13.2.3. Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
14. Dispute Resolution
14.1. If any dispute arises between the parties with respect to translation or other similar services provided by us, then such dispute shall, at the request of either party, be referred to a person agreed in writing between the parties or (in default of agreement within seven (7) days of notice from either party) to a person chosen on the application of either party by the Chairman for the time being of the Institute of Translation and Interpreting.
14.2. Such a person shall be appointed to act as an expert and not as an arbitrator, and the decision of that person shall be final and binding.
14.3. The cost of such an expert shall be borne equally by the parties, unless such expert otherwise directs.
15.1. Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.
15.2. We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Contract.
15.3. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post, facsimile transmission or e-mail. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission or e-mail, at the time of transmission.
15.4. No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.5. If any provision of these Terms & Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms & Conditions so that it is ineffective to the extent that it is invalid or unenforceable, and no other provisions of the Terms & Conditions shall be rendered invalid, unenforceable or be otherwise affected.
15.6. A person who is not party to this agreement shall have no right under the Contract to enforce any term of this agreement, with the sole exception of party(s) contracted to perform the translation(s) which are the subject of these Terms.
15.7. Legal notice may be served upon Consumer Translations LLC at the following address: c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808
The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with US law and the parties hereby submit to the non-exclusive jurisdiction of the US courts. If the issued in dispute contain matters of US state law, they shall be adjudicated under the laws of the State of Minnesota.
These Terms & Conditions are subject to change without prior written notice.
If we decide to change these Terms & Conditions, we will post those changes on this page and update the modification date below.
This policy was last modified on August 15, 2013.