These Terms and Conditions constitute a legally binding agreement between the Client and TranslationToSpanish.com regarding services rendered or to be rendered by TranslationToSpanish.com. 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.
1.1 "TranslationToSpanish.com" means TranslationToSpanish.com
1.2 "Client" means the individual or business entity that executes this contract.
1.3 "Source Materials" means the documents, materials, and other items furnished to TranslationToSpanish.com for translation hereunder.
1.4 "Deliverable" means the final, translated version of the Source Materials provided by TranslationToSpanish.com to the Client.
TranslationToSpanish.com reserves the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the final Source Materials to be translated. Clients shall be advised by TranslationToSpanish.com of the estimate of additional charges or change of delivery date prior to performing the translation.
3. CLIENT SPECIFICATIONS/ ASSISTANCE
Unless the Client provides an "Approved Glossary" and instructs TranslationToSpanish.com to use it for the job at hand, TranslationToSpanish.com shall translate specialized terms by their usual and conventional meanings, and otherwise make decisions based on TranslationToSpanish.com's standard production procedures. All Source Materials shall be legible and shall be delivered to TranslationToSpanish.com in such format(s) and such time as TranslationToSpanish.com shall specify. TranslationToSpanish.com shall not be responsible for delay in delivery due to failure to deliver any Source Materials in a timely manner or proper format.
4. MODIFICATIONS/ADDITIONS TO SOURCE MATERIALS
All modifications or additions to the Source Materials shall be submitted to TranslationToSpanish.com 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 translation(s) in progress shall be determined based on extent and implication of changes and percentage of work already completed. Client shall be advised by TranslationToSpanish.com of the estimate of additional charges before the changes or additions are made by TranslationToSpanish.com.
TranslationToSpanish.com shall correct the following errors free of charge:
Outright mistranslation, omission, typo, grammatical mistake, non-adherence to any approved glossary. Client agrees that TranslationToSpanish.com shall have no liability or obligation regarding errors in translations unless TranslationToSpanish.com receives written notification of the error(s) within fifteen (15) days following delivery of the Deliverable to Client. TranslationToSpanish.com's sole obligation with respect to errors shall be the obligation to correct the Deliverable at no cost to Client.
Delivery dates shall not be valid unless they have been expressly confirmed by TranslationToSpanish.com in writing. Should a delay in delivery by TranslationToSpanish.com occur, TranslationToSpanish.com shall first be granted a reasonable additional period for completion. Only upon expiration of this additional period without completion of performance shall the customer be entitled to demand cancellation of the contract or reduction of the price. Any further claims are excluded. The customer remains liable for payment for the work performed by TranslationToSpanish.com up to the time of the customer's notice of cancellation. The customer shall not be entitled to claim cancellation or reduction if the delay is due to force majeure or other circumstances over which TranslationToSpanish.com has no control. A job is considered delivered when TranslationToSpanish.com either emails it to the Client, or emails a notification that it has been uploaded to the TranslationToSpanish.com FTP site for download by the Client.
6. LIMITATION OF LIABILITY
TranslationToSpanish.com shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against Client by any other person or entity, arising from or relating to services rendered by TranslationToSpanish.com, 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 TranslationToSpanish.com has been advised of the possibility of such damages, anything contained in related proposals and other documentation notwithstanding. TranslationToSpanish.com shall not be responsible for any loss or damage to, nor the return of, any Source Materials.
7. REPRESENTATIONS AND WARRANTIES
TranslationToSpanish.com represents and warrants that it shall perform the translation 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.
8. DISCLAIMER OF WARRANTY
The foregoing warranties of TranslationToSpanish.com are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. TranslationToSpanish.com 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.
In the event that Client breaches this Agreement, TranslationToSpanish.com 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 TranslationToSpanish.com breaches this Agreement, Client shall have the right to terminate whereupon TranslationToSpanish.com 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 and Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. 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.
10. 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 TranslationToSpanish.com 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 TranslationToSpanish.com in the course of translating the Source Materials, including any and all patent rights, copyrights, know-how, and trade secrets therein. Provided that the Deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of TranslationToSpanish.com until TranslationToSpanish.com shall have been paid in full for such Deliverables.
The nature of the work performed and any information transmitted to TranslationToSpanish.com by Client shall be confidential. TranslationToSpanish.com 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 TranslationToSpanish.com whose job performance requires such acts. The provisions of this paragraph shall not apply to the extent TranslationToSpanish.com 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 TranslationToSpanish.com.
Client shall indemnify, defend, and hold harmless TranslationToSpanish.com, 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 right.
13. TERMS OF PAYMENT
Payment methods shall be by either of the following methods. (i)Where no credit arrangement has been agreed between TranslationToSpanish.com and its customer payment shall be made by credit card using encryption communications ensuring that credit card details are passed in a secure format. The Client agrees to use PayPal.com webiste to provide Credit card details. (ii) Where credit arrangements have been agreed between TranslationToSpanish.com and its customer, the customer shall make payments to TranslationToSpanish.com for all agreed services within thirty (30) days of receiving a valid invoice from TranslationToSpanish.com. Such invoices are usually distributed by TranslationToSpanish.com to the Client via email.
If the Client is late in making payment, TranslationToSpanish.com is entitled to charge interest at the rate of 2 % per month or part thereof until the entire amount due is received. The customer alone is liable for payment; payments by other parties shall be accepted conditionally, only if they are received on time in the full amount of the invoice and the identity of the customer, the invoice number and the order number are clearly recognizable. The customer has no right to retain any portion of a payment. The customer may not offset an invoice against other claims unless these are undisputed or legally enforceable.
Should TranslationToSpanish.com need to engage the services of a law firm, solicitor, or debt collection agency to assist in the collection of the payment from the Client, then the client agrees to pay TranslationToSpanish.com the full costs and commissions charged by the law firm, solicitor, or debt collection agency for such services plus an additional administration fee of US$1,000 to compensate TranslationToSpanish.com for the additional administrative and management time required to collect the outstanding payment.
This Agreement shall be governed by, enforced and construed in accordance with the laws of Mexico.