Terms and Conditions of Service – Singapore

Terms and Conditions
This page (together with the documents referred to on it) provides information about us and the terms and conditions (the “Terms”) on which we supply any services (“Services”) to you. Please read these Terms carefully and make sure you understand them before ordering any Services from us. By ordering Services, you agree to be bound by these Terms and any other documents referred to in them. You should print a copy of these Terms for future reference. These Terms shall prevail over any other terms supplied by you unless those terms are expressly signed and accepted by us in writing.

1. INFORMATION ABOUT US
We are Language Connect Singapore Private Limited, a company registered in Singapore under company number 201501603W and with our registered office at 63 Market Street #10-02 Bank of Singapore Centre Singapore 048942.

2. PERSONAL DATA
2.1 “Personal Data” for the purposes of this agreement shall be defined to mean data, whether true or not, about an individual who can be identified (“Individual”) –
(a) from that data; or
(b) from that data and other information to which the Discloser has or is likely to have access;
subject to any applicable laws or to any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body.
2.2 Any personal information you provide to us will be used to:
(a) provide the Services; and
(b) process your payment for the Services.

3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
3.1 Your order constitutes an offer to us to buy Services. All orders are subject to acceptance by us, and we will confirm such acceptance by sending you an e-mail that confirms that your order has been accepted (“Order Acceptance”). The contract between us (a “Contract”) will only be formed when we send you the Order Acceptance.
3.2 The Contract will relate only to those Services in respect of which we have confirmed that your order is accepted in the Order Acceptance.

4. THE SERVICES
4.1 Any dates quoted for providing the Services are approximate only and the time of provision of the Services is not of the essence.
4.2 We shall have no liability for any delay in providing the Services, or failure to provide the Services, to the extent that such failure is caused by an Event Outside Our Control (as defined in Clause 14) or your failure to provide us with adequate instructions that are relevant to the supply of the Services.
4.3 You accept that a translation Service involves a degree of subjectivity and that, whilst we agree to use all reasonable endeavours to provide an accurate and idiomatic translation of the original text, this may read differently to good original writing. We shall have no liability for any lack of advertising, sales or other impact arising therefrom.
4.4 We shall have no liability for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations; nor for errors resulting from illegibility of any material supplied by you or for any consequent loss or damage in relation thereto.
4.5 In the case of a material error or omission in work undertaken by us we will, at our option, either rectify the work or, subject to Clause 9 (where you are contracting as a business) and Clause 10 (where you are contracting as a Consumer), compensate you for any resultant loss. Please note that you must notify us within 10 working days of any such errors or omissions, failing which we shall have no obligation to rectify the work, compensate you for any resultant loss or otherwise.
4.6 Where the Services involve the submission to you of proofs or texts for approval, we shall not be liable for any errors not corrected by you or any amendments or modifications made by you to such proofs or texts.
4.7 We shall have no liability for any Services which are required by you as a matter of urgency such that there is insufficient time properly to check and edit the relevant translation(s).
4.8 You accept that our translation work will not be proof read unless you have additionally ordered our proof reading service; where you have not ordered our proof reading service, we make no guarantee that the translation is sufficiently error-free to be publishable.

5. WEB SERVICES AND SUBSCRIPTIONS
5.1 As part of the Services, we may offer you the option of supplying surveys to us for translation via software integrated with third party systems (the “Web Services”).
5.2 The Web Services are available either on an ad-hoc basis, or as part of a subscription. You are required to enter into a separate agreement with us in order to use the Web Services, and you will be asked to confirm your acceptance of that agreement when you first use the Web Services.
5.3 We offer annual subscriptions for access to the Web Services (a “Subscription Contract”). Subscription Contracts are provided on a tiered basis, each tier being associated with a certain number of survey translations per year and an annual price (the “Subscription Fee”). These figures are set out on our website at https://survey.languageconnect.net (each a “Subscription Tier”), and your Subscription Contract is associated with the Subscription Tier you select, which determines the Subscription Fee, and the limitations on your use of the Service as provided by Clause 5.4 below.
5.4 Where you have taken up a Subscription Contract you may use the Web Services to request translation of the number of surveys specified by the Subscription Tier you have selected. If you request translation of a greater number of surveys than are included in your Subscription Tier, you will be immediately upgraded to the next Subscription Tier which allows that volume of translation, and the Subscription Fee will be adjusted accordingly according to the prices published at that time on our website.
5.5 A Subscription Contract commences on the date of our Order Acceptance and continues for 12 months (the “Initial Subscription Term”), and, thereafter, that Subscription Contract shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), on the basis of your current Subscription Tier at the prices published on our website at the time of renewal, unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or the end of any Renewal Period, in which case that Subscription Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) it is otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
5.6 If, during the Subscription Term, the Web Services are unavailable for a continuous period of 24 hours or more, the number of survey translations included within your Subscription Tier shall be increased by 1 survey per 24 hour period of non-availability. During such a period of non-availability, we will offer to translate surveys for you other than through the Web Services. This Clause 5.6 sets out your only remedies for non-availability of the Web Services.

6. PRICE AND PAYMENT
6.1 The basic price payable for the Services shall be as agreed in writing between us.
6.2 A further per word charge may apply to material we translate for you as part of the Web Services, in addition to the agreed price for the Services unless that translation is part of a Subscription Contract.
6.3 We reserve the right to apply an urgency surcharge where Services are required as a matter of urgency.
6.4 The price payable for the Services is liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Acceptance, subject to Clause 5.4. However, please note that we reserve the right to change the price where your requirements are changed to any material extent.
6.5 Once an Order Acceptance has been issued, you shall be liable for all work undertaken by us in relation to the Services ordered. Where you subsequently instruct us to cease providing Services ordered, we shall submit an invoice in respect of all work undertaken up to and including the date of receipt of written notification of such cessation.
6.6 At our discretion from time to time, we shall invoice you:
(a) fortnightly; or
(b) on completion of the performance of the Services; or
(c) in the case of a Subscription Contract, upon Order Acceptance, the commencement of a Renewal Period, or where your Subscription Tier is changed in accordance with Clause 5.4.
6.7 You shall pay the invoice in full and in cleared funds within 14 days of the date of the invoice. Time of payment is of the essence.
6.8 If you fail to make any payment due to us under the Contract by the due date for payment (the “due date”) then, without affecting any other right or remedy we may have, we may:
(a) charge you interest on the overdue amount at the rate of 8% per annum above the Singapore Interbank Offered Rates. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment; and
(b) suspend the provision of all or any of the Services until payment has been made in full.

7. NON-POACHING
7.1 You agree that you will not, without our prior written consent, at any time from the date of the Order Acceptance to the expiry of 12 months after all Services under the Contract have been performed, solicit or entice away from us or engage or attempt to engage any person who is, or has been, engaged by us as an employee, consultant or subcontractor and with whom you or your officers, employees or agents had material contact in the course of providing the Services.
7.2 In the event of a breach by you of Clause 7.1, you agree to pay us a sum equivalent to 20% of the then current annual remuneration of our employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by you to that employee, consultant or subcontractor.

8. INTELLECTUAL PROPERTY RIGHTS
8.1 Upon payment in full from you in respect of Services, we assign to you all (if any) intellectual property rights held by us in the products of the Services in question subject to the licences described in this Clause 8 and Clause 15.2
8.2 You hereby licence to us, and to our sub-contractors, all (if any) intellectual property rights in any materials provided by you to the extent necessary to enable us, and our sub-contractors, to provide the Services.
8.3 You hereby grant us a licence to maintain archived copies of materials provided by you and our translations thereof. The granting of this licence is subject only to any applicable laws or any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body that require us to destroy any of the materials provided by you containing Personal Information as soon as it is reasonable to assume that the purpose for which the Personal Data is no longer being served by retention of the Personal Data and retention of the Personal Data by us is no longer necessary for legal or business purposes.

9. OUR LIABILITY TO A BUSINESS
9.1 Subject to Clause 9.3, if we fail to comply with the terms of the Contract, our liability to you shall in no circumstances exceed the amount paid by you in relation to the Services in respect of which our liability arises.
9.2 Subject to Clause 9.3, we will not be liable for losses that result from our failure to comply with the Contract that fall into the following categories:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of profits;
(d) loss of anticipated savings;
(e) loss of data; or
(f) waste of management or office time.
However, this Clause 9.2 will not prevent claims for loss of or damage to your physical property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (f) inclusive of this Clause 9.2.
9.3 We do not in any way exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the terms implied by Sections 2 to 5 of the Supply of Goods Act (Cap 394, 1999 Rev Ed) subject to any other applicable laws or any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body;
(d) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
9.4 This Clause 9 does not apply if you are contracting as a Consumer and in which case Clause 10 is applicable.

10. OUR LIABILITY TO A CONSUMER
10.1 We are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Contract or our negligence but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they are an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this Contract.
10.2 We only supply the Services and any product of the Services for domestic and private use. You agree not to use the Services or any product of the Services for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
10.3 We do not in any way exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the terms implied by Sections 2 to 5 of the Supply of Goods Act (Cap 394, 1999 Rev Ed), subject to any other applicable laws or any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body.
(d) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
10.4 This Clause does not apply if you are not contracting as a Consumer and in which case Clause 9 is applicable.

11. INDEMNITY
11.1 You shall indemnify us, and keep us indemnified, against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any claim made against us in relation to any material provided by you to us, and our processing of that material in accordance with the Contract, including (without limitation):
(a) any claim for actual or alleged infringement of a third party’s intellectual property rights; and
(b) any claim in the nature of, or relating to, defamation, breach of confidentiality or from the collection, use, or disclosure of any Personal Data provided by you.

12. TERM AND TERMINATION
12.1 A Contract, unless otherwise terminated in accordance with these Terms, shall commence on the date of our Order Acceptance and continue until either:
(a) in the case of a Subscription Contract, it is terminated in accordance with Clause 5.5; or
(b) in the case of any other Contract, once both you and us have performed our obligations under that Contract.
12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
12.3 On termination of a Contract for any reason:
(a) all licences granted under the Contract shall immediately terminate, save for those granted under Clauses 8.3 and 15.2; and
(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party, save for the material you have licensed to us under Clauses 8.3 and 15.2; and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. NOTICES AND COMMUNICATIONS
13.1 Applicable laws require that some of the information or communications we send to you should be in writing. You accept that communication with us will be mainly electronic. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This Clause does not affect your statutory rights.
13.2 All notices given by you to us must be delivered to Language Connect Singapore Private Limited at [email protected] or 63 Market Street #10-02 Bank of Singapore Centre Singapore 048942. We may give notice to you at either the e-mail or postal address you provide to us when placing an order.

14. EVENTS OUTSIDE OUR CONTROL
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (each an “Event Outside Our Control”).
14.2 An Event Outside Our Control includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(b) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(c) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(d) impossibility of the use of public or private telecommunications networks;
(e) the acts, decrees, legislation, regulations or restrictions of any government; and
(f) pandemic or epidemic.
14.3 Our performance under any Contract is deemed to be suspended for the period that the Event Outside Our Control continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Event Outside Our Control to a close or to find a solution by which our obligations under the Contract may be performed despite the Event Outside Our Control.

15. CONFIDENTIALITY
15.1 Each party (for the purposes of this Clause, the “Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to it by the other party (for the purposes of this Clause, the “Disclosing Party”) or its employees, agents, consultants or sub-contractors, and any other confidential information concerning the Disclosing Party’s business or its products or services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential material to such of its employees, agents, consultants or sub-contractors as need to know it for the purpose of discharging the Receiving Party’s obligations to the Disclosing Party.
15.2 Notwithstanding Clause 15.1, you acknowledge that, in the course of providing translation services to you, we will develop an internal database matching sentences or terms in one language to the translations delivered in another language. This enables us to deal with future work more efficiently and to pass on long-term savings to you and other clients, by reducing the work required of translators we engage. Material you supply and which is used in this way is only displayed to translators when a client of ours has requested translation of an identical or similar sentence or term. You hereby grant us, our successors and assigns, a perpetual, irrevocable licence to use material you supply to us for this purpose.

16. PERSONAL DATA
16.1 Before obtaining our services, you must obtain consent from the Individual for the use and disclosure of the Individual’s Personal Data for the purpose of obtaining our Services, subject to Clause 16.2 below.
16.2 Consent from the Individual for the disclosure or use of the Individual’s Personal Data is not required if:
(a) the Personal Data is publicly available;
(b) the use or disclosure of the Personal Data to us is necessary in the national interest of Singapore; or
(c) the use or disclosure of the Personal Data to us is necessary for any investment or proceedings;
subject to any applicable laws or to any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body.

17. TRANSFER OF RIGHTS AND OBLIGATIONS IF YOU ARE A BUSINESS
17.1 The Contract is binding on you and us and on our respective successors and permitted assignees.
17.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
17.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
17.4 This Clause 17 does not apply if you are contracting as a Consumer and in which case Clause 18 is applicable.

18. TRANSFER OF RIGHTS AND OBLIGATIONS IF YOU ARE A CONSUMER
18.1 We may transfer or sub-contract any of our rights and obligations under these Terms, but that will not affect your rights or our obligations under this Contract.
18.2 You may only transfer your rights and obligations under this Contract if we agree to this in writing.
18.3 This Clause 18 does not apply if you are not a Consumer and in which case Clause 17 is applicable.

19. WAIVER
19.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
19.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
19.3 No waiver by us of any of these Terms will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with Clause 13 above.

20. SEVERABILITY
If any court or competent authority decides that any of the provisions of these Terms or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

21. ENTIRE AGREEMENT
21.1 If you are contracting as a Consumer, we intend to rely upon these Terms and any document expressly referred to in them in relation to the subject matter of any Contract. While we accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these Terms to be confirmed in writing.
21.2 If you are contracting as a business:
(a) These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract;
(b) We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents expressly referred to in them; and
(c) Each of us agrees that our only liability in respect of those representations and warranties that are set out in the Contract (whether made innocently or negligently) will be for breach of contract.
21.3 Nothing in this Clause limits or excludes any liability for fraud.

22. LAW AND JURISDICTION
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by the law of Singapore. Any dispute or claim arising out of or in connection with the Contract or its formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of Singapore.

23. THIRD PARTY RIGHTS
A person who is not party to these Terms or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act, Chapter 53B.

Supplementary Terms and Conditions exist for Interpreter and Voice-over Services.

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