This Translation Services Agreement ("Agreement") is made effective as of the date of approval of an invoice for services ("Effective Date") by and between Babble-on Inc. ("Translator") of San Francisco, California, USA, and the customer (“Client") paying OR approving the invoice, individually referred to as "Party" and collectively referred to as "Parties."
The term "Translation" for the purposes of this Agreement means a translation or any other translation-related tasks such as transcreation, editing (revision and review), proofreading, etc., that require the skills of a translator. Any reference made in this Agreement to "in writing" includes e-mail and/or facsimile communications.
All knowledge and information expressly identified by Client in writing as confidential which Translator acquires during the term of this Agreement regarding the business and products of Client shall be maintained in confidentiality by Translator and any subcontractors of the Translator, except as expressly authorized by Client in writing, shall not be divulged or published by Translator and shall not be authorized by Translator to be divulged or published by others. Confidential information for purposes of this paragraph shall not include the following:
a. Information which is or becomes available to the general public, provided the disclosure of such information did not result from a breach by Translator of this paragraph.
b. Terminological glossary entries compiled by Translator in the course of Translator's performance of the translation service(s) under this Agreement; provided, however, that Client and Translator may agree in writing that, upon payment by Client to Translator of an agreed-upon fee, such terminological glossary entries shall be the property of Client and shall be covered by the confidentiality provisions of this paragraph.
The services and amount of work is agreed upon in advance. Additional fees will be payable, to be calculated by the Translator, in the event the following additional services are required: (a) because Client makes changes in the item(s) to be translated after the Agreement has come into effect; and (b) Translator is requested to make changes in the translation after delivery of the translation because of Client's preferences as to style or vocabulary, and such changes are not required for accuracy.
Upon receipt of the translation from Translator, Client shall promptly review it, and within 5 days after receipt shall notify Translator of any requested corrections or changes. Translator shall correct, at no cost to Client, any errors made by Translator. As noted above, changes for preference that are not related to accuracy are at the discretion of the Translator and subject to additional cost.
Translator shall make every effort to complete service(s) by the estimated number of business days after payment is made, as written on the invoice, but shall not be responsible for delays in completion caused by events beyond Translator's control. The Translator will keep the client apprised of any delay and strive to complete the work agreed upon at the soonest time. The method of delivery is always electronic, unless otherwise specified on the invoice or agreed upon in writing.
Translator's fee is payable for all work completed up to the notice of cancellation, provided such work is made available to Client.
Client agrees to pay as Translator's fee as written on the invoice for the above service(s). The due dates for payment of fees and costs under this Agreement shall be the date(s) specified in this Agreement, provided that if no date is specified, the due date shall be the date of Translator's billing for the fees or costs. Any payments for fees or costs not received by Translator within 3 business days of the due date will be deemed late and shall be subject to a 3% per month late charge. Client agrees to be responsible for Translator's costs in collecting late payments due from Client, including reasonable attorneys' fees.
Upon Client's completion of all payments provided herein, the translation of the item(s) described in paragraph 1 above shall be the property of Client. Notwithstanding the foregoing, Translator shall have the right to retain file copies of the item(s) to be translated and of the translation, subject to the provisions of Confidentiality above.
Client agrees to indemnify and hold Translator harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) which Translator may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by Translator in the work performed under this Agreement.
Translator shall have no responsibility whatsoever as to any changes in the translation made by persons other than Translator.
This Agreement shall be governed by the laws of the State of California. This is the complete agreement of the parties as to the subject matter hereof. Any changes in this Agreement must be in writing signed by both parties. If any provision of this Agreement shall be held by any Court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the enforceability of all other provisions of this Agreement shall be unimpaired. This Agreement becomes a binding contract only upon payment OR approval of the invoice by the Client.
Your personal data will be processed in compliance with the current legislation of the United States and does adhere to the European Union's GDPR. Your personal data will be used exclusively for the following purposes:
Recipients: Your personal data will be accessible to persons who, within the organization, are responsible for managing the activities related to the pursuit of the aforementioned purposes. If necessary, the data we possess may be communicated to entities outside the company, for example, to translators working on your project or the postal service for delivery of your project. The sole purpose of such a transfer will be in pursuit of the purposes indicated above.
Rights: You will have the opportunity at any time to access your personal data and to request rectification, erasure, restriction of processing or extraction in a portable format. The exercise of these rights can be made by sending an e-mail to: firstname.lastname@example.org or using other methods specified on the company website.
Last updated: May 24, 2018