TMS

Translation and proofreading

Terms and Conditions

These Terms and Conditions constitute a legally binding agreement between the Client and TMS regarding services rendered or to be rendered by TMS. In the event of conflict with any communications, proposals, contracts, marketing materials, or agreements, these Terms and Conditions shall control. Submission of source materials (as defined below) constitutes acceptance of all these terms and conditions.

1. DEFINITIONS

1.1 “TMS” means Translation Management Services GP, LLC

1.2 “Client” means the individual or business entity that executes this contract.

1.3 “Source Material(s)” means the documents, materials, and other items furnished to TMS for translation or other works hereunder.

1.4 “Deliverable(s)” means the final translated or proofread version of the Source Materials.

2. PRICING

TMS reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final Source Materials to be translated or proofread. Invoicing will be according to the estimates or quotations submitted.

3. CLIENT SPECIFICATIONS/ ASSISTANCE

TMS will translate specialized terms by their usual and conventional meanings, and otherwise make decisions based on TMS’s standard production procedures. All Source Materials must be legible and should be delivered to TMS in such format(s) and such time as TMS shall specify. TMS shall not be responsible for delay in delivery due to a client’s failure to provide TMS approval of estimate(s), and/or any Source Materials in the proper format, in a timely manner.

4. MODIFICATIONS/ADDITIONS TO SOURCE MATERIALS

All modifications or additions to the Source Materials will be submitted to TMS clearly indicating changes and where they occur in relation to the previously submitted copy. Pricing and scheduling for incorporation of Source Material modifications or additions into the target language works in progress shall be determined based on extent and implication of changes and percentage of work already completed. Changes to cost or schedule will be advised in advance where practical, but the submission of modifications/additions to TMS will be accepted by all parties as agreement to carry out such chargeable work as is required to incorporate such modifications/additions.

5. CORRECTIONS

TMS shall correct the following errors free of charge: Outright mistranslation, omission, typo, grammatical mistake, or non-adherence to any approved glossary or reference. TMS takes no responsibility for stylistic error where no guidelines regarding style have been specifically outlined and supplied by the client. The client agrees that TMS shall have no liability or obligation regarding errors in translations unless TMS receives written notification of the error(s) within five (5) working days following delivery of the Deliverable to Client. TMS’s sole obligation with respect to errors shall be the obligation to correct the Deliverable at no cost to Client.

6. LIMITATION OF LIABILITY

TMS shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against the Client by any other person or entity, arising from or relating to services rendered by TMS, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise, and even if TMS has been advised of the possibility of such damages, anything contained in related proposals and other documentation notwithstanding. TMS shall not be responsible for any loss or damage to, nor the return of, any Source Materials.

7. TIME LIMITATIONS

Time shall not form the essence of any contract unless specified within a written contractual obligation agreed by both parties.

8. REPRESENTATIONS AND WARRANTIES

TMS represents and warrants that it shall perform the work in a manner consistent with its standard production procedures. Client represents and warrants (i) that it owns or is licensee of the Source Materials and all components thereof, and (ii) that translation of the Source Material and publication, distribution, sale or other use of the Deliverable shall not infringe upon any copyright, trademark, patent, or other right of any third party.

9. DISCLAIMER OF WARRANTY

The foregoing warranties of TMS are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. TMS makes no warranty that use of the Deliverables or use of any information relating thereto or contained therein shall not infringe any patent, copyright, or trade secret or any other proprietary right of any third party.

10. TERMINATION

In the event that Client breaches this Agreement, TMS shall have the right to terminate whereupon Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that TMS breaches this Agreement, Client shall have the right to terminate whereupon TMS shall return to Client all Source Materials and data supplied by Client together with all translated product that exists as of the date of termination. Neither party shall be deemed to be in breach or default of any provision of this Agreement by reason of a delay or failure in performance due to any causes beyond its control.

11. TITLE AND OWNERSHIP

All right, title and interest in and to the Source Materials and, except as hereunder provided, the Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of Client. Notwithstanding the above, Client acknowledges that TMS is the sole and exclusive owner of all right, title, and interest in and to all (i) methodology, information, software, and databases used in translating the Source Materials, and (ii) inventions, methodology, innovations, know-how, and databases developed by TMS in the course of translating or proofreading the Source Materials, including any and all patent rights, copyrights, know-how, and trade secrets therein. The Deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of TMS until TMS shall have been paid in full for such Deliverables.

12. CONFIDENTIALITY

The nature of the work performed and any information transmitted to TMS by Client shall be confidential. TMS shall not without the prior consent of client, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of TMS whose job performance requires such acts. The provisions of this paragraph shall not apply to the extent TMS is required by law to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by TMS.

13. INDEMNIFICATION

Client shall indemnify, defend, and hold harmless TMS, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) Client’s breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by Client, (iv) any taxes and from any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary rights.

14. TERMS OF PAYMENT

Payment methods shall be within thirty (30) days of receipt of an invoice from TMS, or as specified on any quotation or cost estimate provided by TMS. Advance payments may be requested. We may carry out credit checks or request references at our discretion. Payments not received within 30 days of the date of delivery will be charged a 2% late fee or $30.00US whichever is more. Late payments will be subject to interest after 60 days past due in addition to the original late fees. Where payments are made via electronic transfer, TMS will not cover the costs of any third party unless otherwise specified on any quotation or cost estimate provided by TMS.

15. LEGALITY

This Agreement shall be governed by, enforced and construed in accordance with the laws of the State of Texas.