The following Terms and Conditions apply to each request for a quote from Exakt Translation for provision of translation services and to the provision of services following acceptance by the client of a quote from Exakt Translation.
1. Definitions
In these Terms and Condition:
1.1 “Accepted Quote” means a Quote which the Client accepts in writing to Exakt Translation, including by the Client giving written notice to Exakt Translation to proceed with the Services;
1.2 “Client” means the person, firm, organization, statutory or corporate body, together with any subsidiary or associated undertaking as subsequently named in the Quote, for whom Exakt Translation has agreed to provide the Services pursuant to these Terms and Conditions;
1.3 “Contract” means a contract comprising an Accepted Quote and these Terms and Conditions;
1.4 “Deliverable” means the final, translated version of the Source Material or other such document provided by Exakt Translation to the Client pursuant to and resultant from the Services;
1.5 “Exakt Translation” means Exakt Translation LLP;
1.6 “Intellectual Property” includes all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights whether registered or unregistered;
1.7 “Quote” means a quote issued by Exakt Translation to the Client in which details of the required Service are specified and to which these Terms and Conditions are appended;
1.8 “Services” means translation and other associated services required by the Client and specified in the Quote;
1.9 “Source Material” means any documents, materials, element of text, images, graphics, photographs, designs, data or other information provided by the Client to Exakt Translation relating to the Services.
2. General
2.1 Each Contract constitutes the complete and exclusive statement of the agreement between Exakt Translation and the Client, superseding all proposals or prior agreements, oral or written, and all other communications between the Exakt Translation and the Client relating to the subject matter of that Contract;
2.2 Except as specifically provided, no amendment to a Contract will be effective unless it is in writing and signed by both Exakt Translation and the Client;
2.3 No exercise or failure to exercise or delay in exercising any right or remedy by a party will constitute a waiver by that party of that or any other right or remedy available to it;
2.4 If any provision of a Contract or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of the Contract and its application will not be affected and will remain enforceable to the greatest extent permitted by law;
2.5 Exakt Translation is an independent contractor to the Client and is in all respects independent of the Client. Nothing in any Contract constitutes either party a partner, agent, employee or joint venturer of the other;
2.6 If any provision of a Contract is held invalid, unenforceable or illegal for any reason, the Contract shall remain otherwise in full force apart from such provisions which shall be deemed deleted;
2.7 In the event of any conflict or inconsistency between the Accepted Quote and these Terms and Conditions, unless specified otherwise in these Terms and Conditions, these Terms and Conditions will take precedence.
3. Request for Services
3.1 Each request for Services made to Exakt Translation and supply of Source Materials to Exakt Translation is made subject to these Terms and Conditions;
3.2 All Quotes are based on the Source Material and instructions from the Client and are valid for 30 days;
3.3 No contract exists in respect of any request for Services or in respect of any Source Materials that may be submitted to Exakt Translation, unless and until there is an Accepted Quote. Once there is an Accepted Quote, a Contract is formed between the Client and Exakt Translation in respect of the Services described in that Quote;
3.4 Any changes or amendments to the Source Material or instructions of the Client after a Contract has been formed will incur additional cost;
3.5 Exakt Translation reserves the right to decline to issue a Quote or to provide any Services if the Source Materials contain any material which Exakt Translation at its discretion (and without any obligation on Exakt Translation to review the Source Materials for appropriateness, legality or otherwise) considers to be offensive, obscene, contrary to any law or otherwise considered by Exakt Translation to be inappropriate.
4. Provision of Services
4.1 The Client must provide all information requested by Exakt Translation in respect of the Services and ensure that all such information is accurate and complete;
4.2 Exakt Translation has no responsibility to complete the Services for the price quoted if the word count and/ or nature of the translation varies from what was able to be gained from the Source Materials when first quoted. Exakt Translation will provide the Client with a revised Quote with the difference owing for completion of the job and amended delivery date if necessary. The Client may opt instead to terminate the Contract if the revised Quote is not acceptable;
4.3 Exakt Translation has no responsibility to review the quality of the Source Materials for typographical or any other errors and has no liability to review the Source Material for or to correct any errors or omissions contained in any Source Materials regardless of the nature of such errors or omissions and regardless of the impact that such errors or omissions may have on the quality of the Deliverables.
5. Delivery
5.1 Exakt Translation will use reasonable endeavors to issue the Deliverables on or before the agreed delivery date/ time, or where no specific delivery date/ time is agreed, within a reasonable time following receipt of the Accepted Quote, but, for the avoidance of doubt, time alone shall not be of the essence in relation to the delivery of Services. Exakt Translation reserves the right to advise the Client of changes to the timescale for completion of any Services where it is unavoidable, and accepts no liability for any loss or damage which may be suffered by any party as a direct or indirect result of a change in delivery date/ time;
5.2 In the event of Force Majeure (Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected Exakt Translation’s ability without fault to meet the terms of a Contract with the Client as agreed), Exakt Translation shall notify the Client without delay, indicating the circumstances. If the Client cannot reasonably be expected to accept any further delay, the Client shall be entitled to terminate the Contract unilaterally. In such cases, however, Exakt Translation shall not be required to pay any compensation whatsoever. Such termination shall not affect the obligation on the part of the Client to pay for the work already performed;
5.3 Delivery shall be deemed to have taken place at the moment when the text is dispatched. The moment when the text is posted, handed to a courier or – if the text is transmitted electronically (by fax, e-mail, modem, FTP etc) – the moment when the medium completes the transmission shall count as the time of dispatch;
5.4 The Client shall do whatever may reasonably be necessary for or conducive to prompt delivery by Exakt Translation of work performed under the Contract;
5.5 The Client shall do everything in its power to facilitate delivery of the Services by Exakt Translation under the Contract. Any refusal to accept Exakt Translation’s Deliverables shall constitute default on the part of the Client, and the provisions of clause 6.2 shall apply accordingly, even if no explicit request for acceptance has been made.
6. Charges and Payment
6.1 The Client will pay all applicable fees as specified in the Quote, which will be due for payment or invoiced in accordance with clause 6.2 unless alternative timing for payment being due or invoices being issued is specified in the Accepted Quote;
6.2 In this clause 6.2, ‘200’ is determined in the currency specified in the Quote (which will be SGD). If the total amount payable is:
(a) 200 or less, invoices will be submitted for payment upon completion of the Services requested and the total amount is due 30 calendar days after the invoice date (or within such other term as Exakt Translation shall set in writing).
(b) greater than 200, Exakt Translation will issue invoices to the Client as follows:
(i) 50% of the total amount payable is due prior to commencement of the Services; and
(ii) the remaining 50% of the total amount payable is due 30 calendar days after the date of delivery of the Deliverables to the Client;
6.3 Reasonable additional charges shall be levied by Exakt Translation for the performance of any or all of the following in connection with the Services:-
6.3.1 Sending of facsimile messages
6.3.2 Delivery by post or courier
6.3.3 Changes or other amendments required by the Client after the completion of the Services
This list of examples is not exhaustive;
6.4 Payment shall be net and in full – without any discount, set-off or deferral – in Singapore Dollars. If payment is not made by the due date, the Client shall be in default – immediately and without notice of default being required – and Exakt Translation reserves the right to charge interest at a rate equivalent to 6% per annum from the due date until settlement in full.
7. Corrections
7.1 Exakt Translation will only accept responsibility for any errors or omissions if a full report stating each and every one of the errors or omissions alleged is submitted to Exakt Translation in writing. As a result of any error or omission in work undertaken by Exakt Translation, Exakt Translation will, at its option, either re-type the work or compensate the Client for the cost of any additional typing or printing up to the amount of the fee charged to the Client in respect of the Services, provided that such fee has been paid to Exakt Translation and provided the work has been used by the Client for the purpose indicated to Exakt Translation by the Client;
7.2 . If the Client has not given written notice to Exakt Translation that the Deliverable is not satisfactory within 10 working days of its delivery to the Client, the Client shall be deemed to have accepted and approved the Services and the Deliverable and Client shall be bound to pay Exakt Translation as if the translation work had been satisfactorily supplied;
7.3 Whilst Exakt Translation will make every reasonable effort to deliver an accurate translation of the Source Material, the Client’s subjective preferences in determining the accuracy of translation work cannot be accommodated as standard practice in any way whatsoever. Without provision by the Client, in writing, of their own list of terms or glossary of preferred terminology and receipt of the same by Exakt Translation, Exakt Translation will not accept liability for nor to undertake revisions or changes to the Deliverable and further the Client’s subjective preferences in rendering of text in any language whatsoever cannot be accepted as reason for dispute or reduction of the final invoice due.
8. Confidentiality
The nature of the work performed and any information transmitted to Exakt Translation by the Client shall be confidential. Exakt Translation shall not, without the prior consent of the Client, divulge or otherwise disclose such information to any person other than authorized employees or associates of Exakt Translation whose job performance requires such disclosure. The provisions of this paragraph shall not apply to the extent that Exakt Translation is required by law to divulge such information or to the extent that such information is or becomes a matter of public knowledge other than by disclosure by Exakt Translation.
9. Intellectual Property
9.1 The Client warrants to Exakt Translation that no intellectual property right belonging to a third party shall be infringed by the processing of Source Materials delivered by the Client to Exakt Translation. The Client shall, at its own risk and cost, be responsible for defending all claims of third parties relating to the infringement of intellectual property rights. Exakt Translation shall notify the Client of any such claims made by third parties, and shall assign to the Client sole responsibility for the conduct of any ensuing legal proceedings as well as for taking any measures required to settle such litigation, either in court or out of court. Under such circumstances, the Client shall assume responsibility for payment in respect of all costs which Exakt Translation incurs and services it is required to perform;
9.2 The Client expressly grants a licence to Exakt Translation to use and reproduce all intellectual property rights which it supplies to Exakt Translation, solely for the purposes of Exakt Translation providing the Services;
9.3 All intellectual property rights arising out of the performance of the Services shall vest with the Client. The Client shall, by virtue of payment in full, acquire exclusive rights over the Deliverables.
10. Termination
10.1 Either party may terminate the Contract upon serving not less than 1 week’s written notice to the other. The Client shall be responsible for fees for the Services rendered or work in progress prior to the effective date of the termination. Termination shall not affect the rights or liabilities of either party which have accrued as at the effective date of termination.
11. Liability and Indemnity
11.1 Exakt Translation shall not be liable for any loss of profits, business, contracts, revenue, damage to the Client’s reputation or goodwill, anticipated savings, and or any other direct or indirect loss or damage whatsoever arising out of or in relation to the Contract and the Service;
11.2 No liability whatsoever shall be incurred by Exakt Translation in respect of damage to or loss of documents, data or data carriers made available to facilitate performance of the Contract. Nor shall any liability be incurred by Exakt Translation in respect of any costs incurred and/ or any loss or damage sustained as a result of:
(i) the use of information technology and telecommunications media,
(ii) the transport or dispatch of data or data carriers, or
(iii) the presence of computer viruses in any files or data carriers supplied by Exakt Translation.
11.3 The Client undertakes to indemnify Exakt Translation against any claims by third parties deriving from the use of the Deliverable supplied or the Services rendered.
12. Third Parties
12.1 A person or entity that is not an express party to these terms and conditions (and therefore the Contract) has no right to rely upon or enforce any of these terms and conditions and Exakt Translation shall have no liability whatsoever to any such third party.
13. Governing Law
Each Contract is governed by and interpreted in accordance with the laws of the Republic of Singapore for every purpose and the parties submit to the jurisdiction of the Singapore courts.