Please take your time to read these Terms and Conditions carefully, and sign at the end of this document as they form the basis of your contract with Translingoworld Private Limited (or TPL). It is implicit that you have accepted the Terms and Conditions as laid out below when you submit your order to TPL. “Client” means the individual or entity that contracts with TPL. “Work” means the project assigned to TPL.
1 – GENERAL
These general terms and conditions apply to all legal relationships between Translingoworld Private Limited. (TPL) and the Client, and supersede any terms and conditions referred to, offered, or relied on by the Client unless TPL specifically approves the application of such terms in writing.
2 – QUOTATIONS, CONCLUSION OF CONTRACTS
2.1 Quotations and estimates issued by TPL are free of obligation.
2.2 TPL may revoke quoted prices or terms of delivery if it has not had the opportunity to assess the entire project before issuing the quotation. The Client’s oral or written acceptance of the quotation submitted by TPL or, if no quotation was submitted, written confirmation by TPL of an order placed by the Client shall constitute a contract.
2.3 TPL may consider as a Client any person or entity that has placed an order with TPL unless said person or entity has explicitly stated that they are acting on behalf and at the expense of a third party, whose name and address they shall provide TPL on placing the order.
2.4 Agreements with and promises made by representatives or personnel of TPL shall not be binding unless confirmed by TPL in writing.
2.5 Any reasonable doubt on the part of TPL about the Client’s ability to pay shall entitle TPL to require sufficient security from the Client before executing the order.
3 – CHANGES TO OR CANCELLATION OF ORDERS
3.1 Any major changes made by the Client to an order after the contract has been concluded shall entitle TPL to either modify the quoted price and/or term of delivery or refuse to execute the order. In the latter case, the Client shall pay for the work already performed.
3.2 Cancellation of an order by the Client shall entitle TPL to claim payment of any work already performed for that order as well as compensation for hours spent on research for the remainder of the order. TPL shall make the work performed available to the Client at the latter’s request but shall accept no responsibility for its quality.
3.3 If TPL has reserved time for the execution of the order, it may charge the Client 50% of the fee for the non-executed part of the work.
4 – EXECUTION OF ORDERS, CONFIDENTIALITY
4.1 TPL undertakes to carry out orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose indicated by the Client.
4.2 TPL shall keep any information provided by the Client strictly confidential and require its employees to do the same. However, TPL shall not be liable for breaches of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.
4.3 Unless explicitly agreed otherwise, TPL shall be entitled to hire others to execute the order (in full or in part), without prejudice to TPL responsibility for the confidential treatment and proper execution of the same. TPL shall require any third party involved in the execution of an order to keep confidential anything they may learn in the course of their duties.
4.4 The Client shall honour any request for information by TPL about the requirement of the project as far as possible, as well as requests for reference documentation and lists of terms if such are available. Such information and documentation shall be dispatched at the Client’s expense and risk.
5 – TERM AND DATE OF DELIVERY
5.1 Delivery dates are provisional unless an explicit written agreement stipulates otherwise. TPL shall notify the Client immediately if it perceives that it will be unable to meet an agreed delivery date.
5.2 If a fixed delivery date is specifically provided for in writing and TPL fails to meet it for reasons other than matters beyond its control, and if the Client cannot reasonably be expected to brook any delay, the Client shall be entitled to cancel the contract. In such cases, however, TPL shall not be liable to pay any damages whatsoever.
5.3 Delivery shall be deemed to have taken place the moment the work is sent by post, fax, telex, courier, modem, the Internet, etc.
5.4 Data sent by electronic mail shall be deemed to have been delivered as soon as the medium has confirmed sending the message.
5.5 The Client shall help TPL execute the order by doing whatever may reasonably be necessary or conducive to its timely execution.
5.6 The Client shall do everything in its power to facilitate delivery of the service produced by TPL under the contract. Any refusal to accept TPL’s service shall constitute a default on the part of the Client, and the provisions of sub-clause 6.5 shall apply accordingly, even if no explicit request for acceptance has been made.
6 – PRICES, PAYMENT AND REFUND
6.1 Quoted prices shall apply only to services conforming to agreed specifications.
6.2 TPL shall be entitled to raise the agreed price if it is forced to perform more work or incur more costs than might reasonably have been foreseen on conclusion of the contract as a result of having to work with very difficult or unclear specifications, for example, or faulty files or computer programs supplied by the Client. This list of examples is not exhaustive.
6.3 Payment for services supplied under the contract is due prior to commencement of work or, if agreed by TPL, in staged payments for bulk material (or within any other term fixed by TPL in writing). Payment shall be net and in full – without any discount, set-off or suspension – in the currency invoiced. If payment is not made by the due date, the Client shall be in default – immediately and without notice of default being required – as well as owing the statutory interest on the invoice amount from the due date until full settlement.
6.4 If the client places an order for the first time with TPL and the total order value (inclusive of GST) crosses 1,00,000.00 (One Lakh) Indian Rupees (this amount may vary and be decided by TPL), the client must pay 25% of the total order amount in advance. Once TPL delivers 50% of the order, the client must pay 25% of the total payment again. TPL will resume work on the remaining 50% order only after it receives the said payment. In case of non-receipt of the said payment, TPL reserves the right to discontinue the work on the remaining 50% order. The remaining amount should be paid by the client within a maximum period of 15 calendar days, counting from the date when the work is delivered, and the invoice is sent to the client through any of the means mentioned in article 5.3.
7– COMPLAINTS AND DISPUTES
7.1 If the Client has any complaints about the service supplied by TPL, it shall submit them in writing as soon as possible, yet never later than 7 days after receiving the said service. Lodging a complaint shall not release the Client from its obligation to pay.
7.2 If no complaints are made within the term fixed in sub-clause 7.1 above, the service shall be deemed to have been fully accepted, and TPL shall only act on complaints if it sees fit to do so. TPL’s changing any part of the project including translated or edited text at the Client’s request shall in no way constitute an acknowledgement on the part of TPL of having supplied an inferior service.
7.3 In the case of a valid complaint, TPL shall be granted a reasonable period to improve or substitute the service. If TPL cannot reasonably be expected to perform the required improvements or substitution, it may grant the Client a discount.
7.4 The Client’s right to complain shall lapse if the Client has itself edited or has hired others to edit the part or parts of the service concerned in the complaint, regardless of whether it has subsequently supplied the service to a third party or not.
8 – LIABILITY, INDEMNITY
8.1 TPL shall not be liable for any damage whatsoever in respect of any inconsistency or ambiguity of service rendered. TPL shall under no circumstance be liable for other forms of damage, such as consequential damage, loss of profits or losses due to delays. TPL’s liability shall never exceed the invoice amount of the project in question.
8.2 Ambiguity of the content provided by the client shall release TPL from any liability whatsoever.
8.3 The decision whether the use of a project (including text to be translated/edited or the translation/edited version thereof) produced by TPL entails any risk of injury or losses due to injury shall be entirely at the Client’s expense and risk.
8.4 No liability whatsoever shall be incurred by TPL in respect of damage to or loss of documents, data or data carriers provided by the Client to facilitate the contract’s execution. Nor shall any liability be incurred by TPL in respect of costs and/or damage incurred as a result of (a) the use of information technology and telecommunications media, (b) transport or dispatch of data or data carriers, or (c) the presence of computer viruses in any files or data carriers supplied by TPL.
8.5 TPL’s liability shall never exceed the value of the quotation per event.
8.6 The Client shall indemnify TPL against any claims by third parties deriving from the use of the service, barring any liability incurred by TPL by virtue of this clause.
9 – CANCELLATION & FORCE MAJEURE
9.1 Any failure on the part of the Client to meet its obligations, including bankruptcy, a moratorium or liquidation in respect of the Client’s company, etc; shall entitle TPL to either cancel the contract (in part or in full) or postpone its execution without any claim to damages on the part of the Client. In such cases, TPL shall also be entitled to demand immediate payment.
9.2 If TPL should prove unable to meet its obligations due to circumstances beyond its reasonable control, it shall be entitled to cancel the contract without being liable to pay damages. Such circumstances include, but are not limited to fire, accidents, illness, strikes, riots, war, transport restrictions and delays, government measures, disruption of the services of Internet providers, and other instances of force majeure.
9.3 If TPL is compelled by force majeure to discontinue the execution of the contract, the Client shall still pay for any work performed up until that moment as well as any costs and expenses incurred.
10 – COPYRIGHT
10.1 Barring explicit, written agreement to the contrary, the copyright to any work or material produced by TPL shall rest with the same.
10.2 The Client shall indemnify TPL against all claims by third parties in respect of alleged violation of property rights, patent rights, copyrights or other intellectual property rights relative to the execution of the contract.
11 – GOVERNING LAW
11.1 All legal disputes are subject to the jurisdiction of Delhi, India only