Terms and Conditions (Jan 20, 2023)

Company Terms & Conditions

Customer agrees that by placing any orders, customer is bound by the terms and conditions

outlined below.

  1. DEFINITIONS

“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.

  1. PAYMENT, END USER DATA AND PRICING

PAYMENT

New customers require prepayment of 50-100% of initial order. Payment is due within 15 days from invoice date. Interest will accrue at one and one-half percent (1.5%) per month on any outstanding balances over 15 days past invoice date.

Invoices neglected for longer than 30 days may result in service restriction.

Payments are accepted via ACH or Credit Card.

CREDIT CARD PAYMENT

Credit Card payments will incur an additional charge on invoice

END USER DATA

On occasion, not all end user data associated with an OPI/VRI Session may be collected for multiple reasons, including the inability of the caller to provide accurate requested information. Incorrect end user data will not be reason to deny payment for OPI/VRI services rendered.

PRICING

Company can modify pricing associated with its services as dictated by business conditions.

Such pricing changes must be provided to Client with at least 30 days’ notice.

  1. NONSOLICITATION

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 for duties that include interpreting.

Client may avoid this restriction upon payment of a one-time fee of $5,000.00. If the client wishes to pursue hiring any contractor/employee of company (for duties that include interpreting) they must contact Affordable Language Services in advance.

  1. 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. If 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, subject to requirement to release records under Ohio Public Records Law.

  1. CLIENT REVIEW

Client agrees to the Company’s Client Review Policies and Process as defined:

Client Review Policies and Processes

Client/in-country review is a vital part of the translation process. Not only does it reassure our clients of the quality of Affordable Language Services’ work, but it also serves as a feedback mechanism so that Affordable Language Services can continually improve both translation and process quality. For client review to be effective and efficient, reviewers must adhere to the following definition of scope:

  • Review is not an editorial function; it is a quality control function.
  • Since the goal of review is inspection, Affordable Language Services suggests that in the interest of time and cost effectiveness, the client reviewer should perform a spot check of materials. We recommend that the reviewer inspect a representative sample of 5-10% for larger projects. However, the scope of the review is at the full discretion of the client.
  • The client reviewer’s linguistic qualifications and subject matter expertise are the sole responsibility of the client.
  • The reviewer’s job is to confirm that Affordable Language Services has conformed to terminological and translation standards agreed upon by the client and Affordable Language Services and report on any/all errors. Affordable Language Services defines errors as follows: (1) overt mistranslations, (2) the use of incorrect terminology, (3) failure to adhere to terminology included in client approved glossaries and/or translation memories, (4) failure to adhere to established style guidelines, which were discussed and approved by the client prior the project start (5) missing or incomplete translation, (6) defects in orthography, typography and formatting (if the review is done prior to formatting, formatting issues are not to be considered an error). Preference-based changes (such as stylistic changes that were not specified in the style guide and are mainly a matter of personal preference) do not constitute errors and are not covered under this client review policy. If these changes are to apply to future work, they must be reported in the reviewer’s logs for incorporation into glossaries, translation memories and style guides, but not in the current project. No changes to approved terminology will be accepted during the review phase. Any preferential changes can be made to the translation as a part of an update and will be charged separately.
  • Affordable Language Services defers to the reviewer regarding all changes that s/he makes to deliverables and disclaims any responsibility for changes made by the reviewer.
  • Affordable Language Services requires that corrective action mandated by the reviewer be reported to Affordable Language Services in a change log. Furthermore, such issues must be actionable by Affordable Language Services, i.e., the requested change must be clearly defined and the context of the change precisely reported so that Affordable Language Services can resolve the issue. Updates to glossaries, translation memories, style guides and deliverables will be confined to the corrective actions noted in the change log.
  • All changes inserted into files using change tracking will be accepted as is. Documents and files that rely on returned files will be updated accordingly. Regression testing of client-reviewed files is not included in base costs for translation/localization projects. Any costs arising from remediation of errors introduced by the client’s reviewer will entail additional costs to the client above and beyond the original contract.
  • It is Affordable Language Services’ standard policy to correct all errors (as defined in point “4” above) and implement all changes mandated by the client reviewer within five business days or less.
  • Scheduling of client review must be agreed upon by Affordable Language Services and the client prior to the start of any project.

 

  1. 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). 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: outright mistranslation, omission, typo, grammatical mistake, or non-adherence to any pre-approved glossary. All changes requested by the Client (stylistic, preferential, and/or terminological) will be subject to additional charges.

  1. CHANGES IN TRANSLATION PROJECT SCOPE OR REQUIREMENTS

Following the start of a translation order, any changes requested by the client that impact the project scope (amount of work, level of service, or time to delivery) may warrant a change in charges. Any change in project costs will be reported to the Client prior to any work starting or continuing. The Company requires approval in writing to carry out such changes.

  1. 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. Retrieval of archived documents (those older than 60-days after final delivery of a Client’s order) will incur a $25 archive retrieval fee.

  1. Ownership of Language Assets

The Company retains ownership of all language assets (translation memories; terminology lists, databases, and glossaries; style guides; query databases, and any other reference materials compiled as part of translation work initiated by the Company on behalf of the Client) unless such assets are deemed as deliverables for which a fee shall be negotiated between the Client and the Company. Once a language asset has been designated as deliverable and relevant fees negotiated and paid, ownership of said assets will transfer to the Client. All costs accrued for maintaining, improving, or modifying such assets will be borne by the Client.

  1. 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.

 

Certifications
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.

Responsibility to Review Invoices and Limitation to Dispute Charges

The Client shall be responsible for reviewing invoices for accuracy and disputing any charges within 14 days of receipt of invoice. For any invoice that has already been paid, the Client may request an audit of billed services and necessary corrections to be made for a period of 60 days from the date the payment is received. Predetermined questions (for OPI and VRI invoicing) that have no response cannot be challenged for accuracy.

  1. LIMITATION ON WARRANTIES AND COMPANY’S RESPONSIBILITY FOR DAMAGES

Company’s sole obligation with respect to 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. No liability will be assumed by Company for changes made or requested by Client to the original and/or final deliverables of an order.

  1. SEVERABILITY

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.

  1. RENEWAL

This agreement will automatically renew upon the conclusion of the Initial Term if neither party provides notification of intent to terminate more than 30 days prior to the end of the term.

  1. TERMINATION

Client may terminate services by providing 30 days 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 3.

  1. WAIVER

No waiver of any breach of any provision of the Service Agreement 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.

  1. MODIFICATION

Except as to pricing terms of Sections 3 and 9, above, this Agreement may not be modified or amended except by a written agreement signed by both parties.

  1. GOVERNING LAW

The Service Agreement 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.

  1. 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.

  1. ENTIRE AGREEMENT

This agreement includes all attached exhibits, all of which are herein incorporated by reference. This agreement contains the entire understanding of the parties with respect to the matters herein contained and supersedes all previous agreements and undertakings with respect thereto. This Agreement may be modified only by terms outlined in Section 13.