Terms of Business

Rush Projects 

When undertaking rush projects, Locate Translate shall use reasonable efforts to ensure the quality and accuracy of such rush projects. However, Locate Translate cannot warrant that any rush project will be of the same quality or accuracy in comparison with a non-rush based project. By requesting an accelerated turnaround time, the Client acknowledges and agrees that undertaking jobs on a rush basis may result in objective and subjective errors and inconsistencies (stylistic, grammatical, word usage, etc.). Locate Translate shall not be held responsible for any costs or liabilities that may result from such errors and inconsistencies. The Client acknowledges that it understands and is fully aware of these risks and agrees to undertake such rush projects with the understanding that it may be impossible to maintain the same level of quality that would be achieved on a non-rush basis.

Approval and Payment Terms 

Charges and expenses relating to the project within the agreed payment date are included in the receipt of an invoice from Locate Translate. Locate Translate reserves the right to charge 8% per month for payments not due on the payment date. Any payment made needs to include the reference with the invoice number, failure to do so will result in a delay on your account being credited.

Email Approval 

On the condition that this proposal is accepted by both parties, Locate Translate will accept written email approval for future projects from the Client. All future projects will then be subject to the prices and terms and conditions laid out in this proposal.

Deposit 

In order to proceed, the Client will need to provide Locate Translate with a 0.0 % deposit of anticipated charges. This payment can be made credit card, or wire transfer. In circumstances where Locate Translate is commissioned and the work is carried out on a credit basis, the director and shareholders of the client (if they are a limited company) shall be held personally liable if the invoice shall remain unpaid. Any work completed by Locate Translate shall remain the sole copyright property of Locate Translate until such time as payment is received. Locate Translate shall be entitled to receive any royalties or fees for the work that Locate Translate has completed. 

Conditions 

Since language service – translation, transcription or interpretation – is a subjective process through which different individuals may express the same meaning using different word choices, Locate Translate will not be liable for such variations.   Additionally, there may be “personal preferences” in word selection that may be stylistic or based on a person’s familiarity with company- or industry-specific terminology. Locate Translate will attempt to utilise reference materials and glossaries to a commercially reasonable extent, but there remains the likelihood that the Client may prefer word insertions or replacements. As such, there may be additional costs associated with the incorporation of different language services. 

Should the Client change the parameters of the project while it is in progress (turnaround time accelerated, source files not provided on time, project’s scope/size expanded, etc.), Locate Translate reserves the right to apply additional charges and/or extend the deadline in accordance with the change requested. Furthermore, should the Client request additional services to be performed such as subjective revisions to language and/or layout, revisions to source files which might affect the target language versions, etc., then such services will be billed in addition to the above. 

The Client must notify Locate Translate of any concerns with Locate Translate’s performance within ten (10) business days of receipt of deliverables via certified letter/return receipt or via email to an account representative. If Locate Translate is not so notified, the Client waives all rights and claims arising out of such performance. 

Locate Translate shall not be liable under any theory at law, in equity or otherwise for any special, exemplary, punitive, incidental, indirect, or consequential damages (even if Locate Translate has been advised of same), including without limitation lost profits or revenues. The entire liability of Locate Translate for any claim, loss or damages under any theory at law, in equity or otherwise, including without limitation contract, tort, negligence and strict liability, arising out of this Agreement or the engagement of Locate Translate in connection with the project in question, the performance or breach hereof, or the subject matter hereof shall not in any event exceed the sum of the payments actually made by the Client to Locate Translate pursuant to this Agreement. The foregoing limitations shall not apply to any liability which by law cannot excluded or limited. Any action against Locate Translate must be brought within one (1) year after the claim arose. 

Non-Solicitation 

During the period in which services are being performed, and for a period of two (2) years thereafter, Client shall not solicit the employment of, employ, or contract with, any employee or contractor of Locate Translate with whom Client had contact under this Agreement, either directly or indirectly. Client shall promptly notify Locate Translate of any such communications with any such personnel. If Client breaches this non solicitation provision, the Client shall pay as liquidated damages, and not as a penalty, the sum of £75,000 GBP per individual.

Anticipated Charges 

In order to proceed, there may be circumstances when the Client will need to provide Locate Translate with a deposit of anticipated charges. This payment can be made via credit card, or bank transfer as agreed with the project manager.

Modification

This agreement may not be orally modified. Only a modification in writing, agreed to by both parties, will be enforceable. Authorisation via email or letter delivered by recorded mail to the parties’ registered address shall constitute a written agreement.

Confidentiality

“Confidential Information” shall mean any proprietary information, case information, data, source code, object code, flow charts, software in any stage of development, know-how, processes, designs, plans, drawings, specifications, documentation, reports, manuals, proposals, pricing, market research or development plans disclosed in tangible or intangible form to one party (“Recipient”) by the other party (“Discloser”) without regard to whether same are marked as “confidential” or “proprietary”. Recipient shall not, without prior written permission by the Discloser, transmit the Confidential Information received from Discloser to any third person or entity, except (i) to employees and independent contractors (and employees and independent contractors of its affiliates) who have a need to know and signed written confidentiality agreements agreeing to maintain the confidentiality of all Confidential Information, (ii) to those in a fiduciary relationship with the Client, or (iii) as may be required by law. Recipient shall be liable to Discloser for any violation of this provision by any third party to whom Recipient transmits Discloser’s Confidential Information. 

Modification 

This Agreement may not be orally modified. Only a modification in writing, agreed to by both parties, will be enforceable. Authorisation via email, SMS or Whatsapp messages shall constitute written agreement. 

Severability 

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and the invalid term, clause or provision shall be deemed to be severed from the Agreement.

Termination 

In the event that any work provided under this Agreement is terminated by the Client prior to Locate Translate completing the Schedule of Services described herein, the Client shall be obligated to compensate Locate Translate for all services performed up to and including the date of termination at the rates agreed to within this Agreement, plus an additional ten percent (10%) project management fee. 

GDPR Compliance

In order for the parties to comply with the EU Data Protection Directive (95/46/EC) and/or Regulation EU 2016/679 (the “GDPR”), Client acknowledges and agrees that it shall notify Locate Translate in writing at such time as Client provides any documents or information to Locate Translate containing “personal data” of European citizens (a “GDPR-Governed Project”). The parties further agree that for any GDPR- Governed Projects, the parties will execute a Data Protection Addendum Addressing Article 28 GDPR (Processor Terms) and Incorporating Standard Contractual Clauses for Controller to Processor Transfers of Personal Data from the EEA to a Third Country (the “GDPR Addendum”).

Governing Law 

This Agreement and all rights and obligations of the parties relating hereto shall be governed by and construed in accordance with the laws of England & Wales, without giving effect to any conflicts of law rules that would cause the application of the laws of any other jurisdiction. Any dispute between the parties arising out of, or relating to, the validity, construction, interpretation, or performance of this Agreement that cannot be resolved amicably shall be submitted to binding and confidential arbitration. The seat of such arbitration proceedings shall be in London, England, and such proceedings shall, except as specifically provided herein, be conducted in accordance with the rules of the Comprehensive Arbitration Rules of JAMS, Inc. (“JAMS”). In the event of any conflict between this section and the JAMS rules, this section shall govern. Any such arbitration proceeding shall be conducted before three (3) JAMS arbitrators, with one arbitrator each selected by the parties and the third to be selected by the first two arbitrators, unless the parties otherwise agree to a single arbitrator, in which event such single arbitrator shall be selected by agreement of the parties in their reasonable discretion. The parties agree to cooperate with each other and JAMS to select the arbitrator(s) within two (2) weeks after the filing of the arbitration demand. The party filing the arbitration demand shall be required to attach a statement of claim to such demand, including all documentary evidence being relied on. Depositions shall be permitted but neither party shall be permitted to demand more than 3 depositions. The arbitrator(s) shall have the authority to issue subpoenas unless prohibited by law. The arbitrator(s) shall not have the authority to award punitive damages or attorneys’ fees, costs or expenses. The decision and award of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties shall share equally the cost of the arbitration.

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