Terms and Conditions of Service – US

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.

We are Language Connect, Inc. a corporation duly formed in the State of Delaware, with business offices located at 79 Madison Avenue, Suite 205, New York, NY, 10016.

2.1 Any personal information you provide to us will be used to:
(a) provide the Services;
(b) process your payment for the Services; and
(c) inform you about similar services or products that we provide, but you may stop receiving these at any time by contacting us by email at the address listed in clause 12.2 below.

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.
3.3 Any deliver dates agreed to in advance between us shall become binding only after we have sent you the Order Acceptance.

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 condition 13) 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, while 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 condition 4.8, provide return of amounts you have paid to us. 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, return any amounts paid by you for the service or otherwise compensate you.
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).
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.

We serve as an independent contractor to you in the performance of this Agreement. Nothing contained or implied in this Agreement creates a relationship of employer–employee between you and us nor does it create a joint venture, partnership, or similar relationship between you and us. We are free from direction and control over the means and manner of providing the Services, subject only to your right to specify the desired results. We understand and agree that (a) we must file all corporate and/or individual tax returns and pay Federal and State taxes, as appropriate; (b) you are not responsible for withholding any income or any other taxes with respect to our fees; and (c) we have no claim against you for any employee benefits of any kind. We bear the full expenses of our operations. You are not liable to us for any expenses paid by us, unless such expenses have been agreed in advance in writing. Any reference made in this Agreement to “in writing” includes e-mail and/or facsimile communications.

6.1 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”).
6.2 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.
6.3 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 translations per year and an annual price (the “Subscription Fee”). These figures are set out on our website (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 6.4 below.
6.4 Where you have taken up a Subscription Contract you may use the Web Services to request translation of the number specified by the Subscription Tier you have selected. If you request translation of a greater number 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.
6.5 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.
6.6 If, during the Subscription Term, the Web Services are unavailable for a continuous period of 24 hours or more, the number of translations included within your Subscription Tier shall be increased by 1 per 24 hour period of non-availability. During such a period of non-availability, we will offer to translate for you other than through the Web Services. This clause 6.6 sets out your only remedies for non-availability of the Web Services.

7.1 The basic price payable for the Services shall be as agreed in writing between us.
7.2 A further 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.
7.3 The price payable for the Services excludes tax, if applicable.
7.4 We reserve the right to apply an urgency surcharge where Services are required as a matter of urgency.
7.5 The price payable for the Services may be, at our sole option and discretion, changed or increased at any time, but changes will not affect orders in respect of which we have already sent you an Order Acceptance, pursuant to clause 3.1. However, please note that we reserve the right to change the price where your requirements are changed to any material extent.
7.6 Once an Order Acceptance has been issued, you shall be liable and responsible to pay 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.
7.7 At our discretion from time to time, we shall invoice you:
(a) Every two weeks; 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 6.4.
7.8 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.
7.9 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 1.5% (one and one-half percent) per month. 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.

8.1 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.
8.2 In the event of a breach by you of condition 8.1, 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.

9.1 Subject to the licenses described in this condition 8 and at 13.2: If a Translation is done as a “work made for hire” as that term is defined under U.S. copyright law, you own all copyrights in the work product upon full payment of the agreed fee. To the extent that a Translation does not qualify as a work made for hire, copyright remains the property of Language Connect, Inc. and such copyright can be assigned or licensed to us upon full payment of the agreed fee.
9.2 You hereby license 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.
9.3 You hereby grant us a license to maintain archived copies of materials provided by you and our translations thereof.

Subject to condition 4.8 above and the limitations therein, each Party hereby agrees to indemnify and hold harmless the other and such indemnified Party’s subsidiaries, directors, officers, agents, and employees from and against all claims, liabilities, and expenses, including reasonable attorneys’ fees, and including, without limitation, claims, liabilities and expenses, including reasonable attorney’s fees, arising from or related to allegations of fraud, slander, libel, obscenity, blasphemy and infringement of third party intellectual property or other rights, which may result from acts, omissions, or breach of this Agreement by the indemnifying Party, its subcontractors, employees, or agents. This provision shall survive the termination of this Agreement.

11.1 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 6.5; or
(b) in the case of any other Contract, once both you and we have performed our obligations under that Contract.
11.2 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.
11.3 On termination of a Contract for any reason:
(a) all licenses granted under the Contract shall immediately terminate, save for those granted under clauses 9.3 and 14.2; 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 9.3 and 14.2; 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.
(d) Any rights expressly stated to survive termination and any rights which by their nature must survive termination in order to be given the effect intended, shall survive termination of this Agreement.

12.1 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 shall constitute a writing for all purposes of this Agreement where a writing is required.
12.2 All notices given by you to us must be given to Language Connect, Inc. at [email protected] or certified mail to 79 Madison Avenue, Suite 205, New York, NY, 10016. We may give notice to you at either the e-mail or postal address you provide to us when placing an order.

13.1 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”).
13.2 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.
13.3 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.

14.1 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 and been identified as being confidential (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.
14.2 Notwithstanding clause 14.1, 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 license to use material you supply to us for this purpose.

15.1 The Contract is binding on you and us and on our respective successors and permitted assignees.
15.2 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.
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.

16.1 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.
16.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
16.3 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 condition 12 above.

If any formal proceeding in arbitration or court or other competent authority it is decided that any of the provisions of these Terms or any provisions of this 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 and interpreted in light of the intent of the parties.

This Contract contains the complete agreement of the Parties and supersedes any and all other agreements between the Parties. By signing below, the Parties represent that neither is relying on any promise, representation, warranty, guarantee, or other statement not contained in this Contract. No amendment, change, or modification of this Contract is valid unless in writing and signed by all Parties.

The Contract, its validity, the interpretation of the rights and duties of the parties hereto 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 the State of New York.

In the event a dispute arises between the Parties which they are unable to resolve among themselves, the Parties agree to participate in mediation in accordance with the mediation procedures of the American Arbitration Association’s Mediation Services. The Parties agree to share the costs of such mediation. If mediation fails to resolve the dispute, the Parties agree that the dispute may be submitted to final arbitration upon written request of one Party served on the other. The arbitration will be governed by the American Arbitration Association rules for Commercial Arbitration and the venue shall be New York, NY. Judgment on the arbitrator’s award may be entered by any court of competent jurisdiction.

This Contract is not intended for the benefit of and shall be enforceable by third parties. A person who is not party to these Terms or a Contract shall not have any rights under or in connection with this Contract.

You acknowledge that we may perform services for other customers, persons, or companies during the term of this Agreement as we sees fit, subject to our sole discretion and judgment.

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

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