1.1. 'Terms and Conditions' means these standard terms and 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 and 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.
1.6.2. These Terms and 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.
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 us.
1.13. 'We, us, our,' means XYZ Services LLC whose registered office is at 75 N Woodward Ave, Tallahassee, FL 32313.
1.14. 'You, your' means the company, firm, body or person to whom we are supplying the Services and / or the Work Products.
1.15. 'Work Products’ means all the products and/or Services supplied by us.
1.16. 'Contract’ means the contract between the customer and us, and consisting of the purchase order from the customer and these Terms and Conditions.
2.1. Quotations are not binding on us and 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 and Conditions. All Terms and 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 directors.
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 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 and Conditions apply to all Services provided to you unless otherwise agreed between the parties in writing.
3. Price and Payment
3.1. Unless otherwise stated, prices are in US dollars and are exclusive of 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 paid within 30 days of receipt.
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. Payment shall be made within 30 days from the date of invoice. All payments shall be made without deduction or set-off of bank charges.
3.6. In the event that payment has not been received then an administration charge of $25.00 or 5% of the total amount of the invoice whichever is higher will be applied. For foreign currencies the exchange rate will be taken from PayPal on the appropriate day.
3.7. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, 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 8 percent above the published base rate of the US Bank.
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, 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 or delivery to a carrier (including post, facsimile, 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 delivery.
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 the You to cancel any subsequent installments or repudiate this contract as a whole.
These terms and conditions are subject to change without prior written notice.