- References to ‘documents’, ‘records’, ‘books’ and ‘data’ shall include information contained in computer programs, disks, records or any other machine readable form or records kept other than in a legible form, but capable of being produced into a legible form.
- The word ‘including’ shall be understood to mean ‘including without limitation’ and the word ‘includes’ shall be understood to mean ‘includes without limitation’.
- Words of a technical nature shall be construed in accordance with general trade usage in the computer industry in the USA.
- In the event of any conflict between any part of a Contract, the documents constituting the agreement between the parties shall have priority in the following order:
- Service level agreement (if any) entered into between the parties.
- ‘Confidential Information’ means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.
- ‘Intellectual Property Rights’ means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information, Translation Memory and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
- ‘Order’ means an order for the Services provided by you from time to time.
- ‘Original Works’ means the documents, files, materials and works provided by you for the purposes of carrying out the Services.
- ‘Services’ means translation services performed by us for you.
- ‘Translated Works’ means the documents, files, materials and works translated and produced from the Original Works in accordance with your instructions and provided to you by us.
- ‘Work Products’ means all the products and/or Services supplied by us.
2. Price and Payment
4. Our Responsibility and Liability
- We shall not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
- Our entire liability to you under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to us by you under the Contract to which any claim relates.
5. Return/Cancellation policy
6. Translated Works shall be limited as follows:
7. Your Responsibility and Liability
- Assign members of staff with suitable skill and experience to be responsible for our activities.
- Provide such access to premises, interpretation systems and other facilities which may be reasonably required by us.
- Provide such information as may be required by us to carry out the Services and ensure all such information is correct and accurate.
- Ensure that all necessary safety and security precautions are in place at your premise
- We shall be entitled to charge you for any additional costs and expenses which we may incur as a result of any hazardous conditions or material encountered at your premises.
8. Intellectual Property
9. Confidentiality & Data Protection
- You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied.
- You make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
- Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.