- RELATIONSHIP OF THE PARTIES
The rights, responsibilities, duties and obligations of the parties hereto will be governed by two separate forms of agreement:
Company Terms and Conditions, which is a broad written agreement describing the general terms and conditions under which Company provides services to its clients, and;
Either a Client Price Sheet or a Client Estimate, which is a client-specific written agreement describing the terms and conditions that apply to the professional relationship between Company and a specific Client.
It is expected and intended that, if there are any terms and conditions in the Client Price Sheet or Client Estimate that are in irreconcilable conflict with the Company Terms and Conditions, the terms and conditions of the Client Price Sheet or Client Estimate shall control.
It is further expected and intended that a Request for Services may supplement the Company Terms and Conditions and/or Client Price Sheet or Client Estimate but such a Request for Services may not change, alter, amend or modify the terms and conditions of the Company Terms and Conditions or any Client Price Sheet or Client Estimate.
“Company” means AFFORDABLE LANGUAGE SERVICES, LTD., including without limitation, its agents, employees, subsidiaries, divisions, affiliates and related entities and companies.
“Client” means the party hiring Company including without limitation, its agents, employees, subsidiaries, divisions, affiliates and related entities and companies.
- LIMITATION REGARDING RESPONSIBILITY TO CHANGE TRANSLATION WORK
In the case of a translation or transcription, Client agrees to promptly review the work product of Company upon receipt thereof and to notify Company of any errors or omissions in such work product within either seven business days OR one-half the duration of the project (measured from receipt of all source files, approval, and applicable prepayment or purchase order to date of delivery, whichever is later). Failure to raise an objection within this period shall be considered as approval of the work as delivered. Upon timely objection, Company agrees to rectify the following without charge within a reasonable period of time: outright mistranslation, omission, typo, grammatical mistake, or non-adherence to any pre-approved glossary (“Non-Subjective Errors”). All changes requested by the Client other than non-subjective errors or omissions will be subject to additional charges.
- INVOICES, CHARGES AND PAYMENTS
Unless otherwise agreed in the Client Price Sheet or in a Client Estimate, Client shall make payment in full for all work or services requested at the time of placement of the order. A finance charge will be assessed on all unpaid balances outstanding for over 30 days at the rate of 1-1/2% per month. A $50.00 charge will be assessed on all invoices referred to collection and on any check returned by bank for any reason.
Any on-site interpretation services provided that exceed the minimum billed time will be billed in the following manner:
Spoken languages are billed in 15 minute increments.
Sign Language is billed in 15 minute increments.
Client shall not at any time and for a period of one year after termination of this contract, directly or indirectly, induce or attempt to influence, contract with, or hire away, any employee or contractor of Company.
Client may avoid this restriction upon payment of a one-time fee of $5,000.00 provided that before directly hiring any employee or contractor of the company the client must first notify the company of such desire. In the event that the client wishes to pursue hiring any contractor/employee of company, the client is required to inquire of the company management before any communication, even speaking, to said contractor/employee regarding possible direct employment. A client breaching this prohibition can be held liable to the company in a court of law or equity and be required to pay to the company financial damages, the court costs, and attorney’s fees the company incurs in enforcing this prohibition.
- CONFIDENTIAL INFORMATION
Company shall take reasonable measures to ensure that all communications which are the subject of any work by Company remain confidential. All employees and contractors used by Company are required to sign a confidentiality agreement and are aware that Client communications are confidential. In the event that either Company or Client receives a court subpoena, request for production of documents, court order or requirement of a government agency to disclose any Confidential Information, the recipient shall give prompt written notice to the other party so that the request can be challenged or limited in scope by Company or Client, as appropriate.
Client shall not disclose or permit disclosure to any third party of any information concerning either the means or methods of Company’s services nor the fees charged for such services.
- RETENTION OF SOURCE MATERIALS AND WORK PRODUCT
Unless otherwise agreed in writing, Company shall have no obligation to retain file copies of any source materials provided by Client or work product produced by Company but specifically reserves the right to do so at its sole and exclusive option.
- CLIENT’S DUTIES AND OBLIGATIONS
Purpose and Use of Work
Client shall clearly and specifically indicate the purpose and intended use of any work requested from Company as well as any other specifications regarding the services to be delivered by Company, all of which must be agreed to in writing by Company. Specifically, and without limitation, the Client shall indicate whether any documents submitted to Company will be used as or in bids and tenders, any legal actions, including but not limited to court documents, letters, depositions, etc., contracts of any nature, advertising, printing or publication. Client shall cooperate with Company when additional information or collaboration is needed, and shall accept liability for any delays resulting from a failure to cooperate.
The Client shall also make known to Company any certification requirements upon making the request and all other circumstances wherein the services to be provided have a direct relation to life and death consequences, i.e. medical technology, service and operation manuals for machinery and industrial/agricultural equipment, tools, government security clearance, etc. It is understood and agreed that the services to be provided by Company shall be suitable only for the specific use and purpose disclosed by the Client and set forth in the Specifications.
Intellectual Property Rights
The Client represents and warrants that it owns or has obtained all necessary rights, title and interest, in and to the source material(s) to be worked on by Company, including and without limitation all applicable copyrights, trademarks or service marks, or licenses to the extent permitted by law, the Client shall indemnify and hold Company harmless from and against any claims of any person or entity arising out of any challenge to the Client’s rights to, or use of, the any materials, any allegation of infringement or violation of a third party’s rights, or any other circumstances calling into question the accuracy and truth of the Client’s representations and warranties.
- LIMITATION ON WARRANTIES AND COMPANY’S RESPONSIBILITY FOR DAMAGES
Company’s sole obligation with respect to any Non-Subjective Error in its work product is to correct such error at no cost to Client. No liability is assumed by Company for any actual or alleged lack of nuance or impact, in particular, and without limitation, as these may relate to expressiveness of a text and its suitability for use by the Client in any particular activities. Unless otherwise agreed to in writing by the Company, Company MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE, including but not limited to the availability or timeliness of the performance of any service. In no event shall Company be liable to Client for any consequential, indirect, punitive, incidental or special damages.
- INDEPENDENT CONTRACTOR
The parties agree that Company’s relationship to Client is that of an independent contractor and that nothing contained in this Agreement shall be construed as creating any other type of relationship.
To the extent permitted by law, Client shall indemnify and hold harmless Company for any and all claims, actions, demands, losses, costs, expenses, liabilities, penalties, and damage which Company may incur or suffer as a result of Client’s use, misuse or non-use of Company’s services.
If any provision of the Company Terms and Conditions or Client Price Sheet or Client Estimate shall be construed to be illegal or invalid, the illegal or invalid provision shall be reformed to the extent possible to give its intended effect and/or meaning and all remaining provisions hereof shall continue in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party.
Client may terminate services by providing 30 day written notice to Company. Client must pay for any services performed or expenses incurred prior to the termination date, according to the terms in section 4.
No waiver of any breach of any provision of the Company Terms and Conditions or Client Price Sheet or Client Estimate shall constitute a waiver of any subsequent breach of the same or any other provision of this Agreement. Failure to enforce any term of the Agreement shall not be deemed a waiver of future enforcement of that or any other term.
- GOVERNING LAW
The Company Terms and Conditions, Client Price Sheet or Client Estimate shall in all respects be construed in accordance with and governed by the laws of the state of Ohio, without regard to its conflict of laws rules.
- COMPANY’S RELEASE OF INTELLECTUAL PROPERTY RIGHTS
Final release of copyrights or other intellectual property rights for work in printed or electronic form, any audio or video recordings, computer files or graphics, shall only be issued after payment in full of all outstanding balances due to Company.
- DISPUTE RESOLUTION
Any and all disputes that cannot be resolved informally must first be subject to mediation between the parties and a third-party mediator of the parties’ choosing. If mediation fails to resolve the dispute, then the parties shall submit the dispute to binding arbitration using an arbitrator of the parties’ choosing, and utilizing the rules of the American Arbitration Association. All mediation and arbitration is to take place in Hamilton County, Ohio. The costs of all processes are to be shared equally between the parties.