Please review this Agreement carefully. If you do not agree to the Terms and Conditions contained within this Agreement in its entirety, you are not authorized to use this Website and any further use of this Website shall be deemed a breach of this Agreement.
1. Interpretation
- ‘Terms and Conditions' means these standard terms and conditions as set out below.
- The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.
- 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.
- Words of a technical nature shall be construed in accordance with general trade usage in the computer industry in the US.
- 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.
- These Terms and Conditions.
- ‘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.
- 'We, us, our,' means Shine Translation and its translators.
- 'You, your' means the company, firm, ministry, body or person to whom we are supplying the Services.
- ‘Services’ means all the products and/or Services supplied by us.
- ‘Contract’ means the contract between the customer and us, and consisting of the purchase order from the customer and these Terms and Conditions.
2. General
- Quotations are given on the basis of your description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.
- These Terms and Conditions apply to all Services provided to you unless otherwise agreed between the parties in writing.
3. Price and Payment
- Unless otherwise stated, prices are in US dollars.
- Price includes transmission to the address specified in our quotation or confirmation of Order. Quotations in a currency other than US dollar are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
- Payment shall be made within 30 days from the date of invoice. All payments shall be made without deduction or set-off of bank charges.
- Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle us to suspend further work both on the same order, and on any other order from you, without prejudice to any other right we may have.
4. Delivery
- The dates for delivery of the Translated Works, or the dates for carrying out the Services, are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract.
- We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labor, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.
- Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the Translated Works shall pass to you on delivery.
- We may deliver by installments in such quantities as we may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle the You to cancel any subsequent installments or repudiate this contract as a whole.
5. Our Responsibility and Liability
- The Services shall be carried out using reasonable skill and care.
- No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated unless expressly set out in the Contract.
- We do not warrant that the Translated Works will meet your specific requirements and, unless otherwise agreed, we do not warrant that the operation of any Translated Works sent to you will be uninterrupted or error free. Furthermore, we do not warrant that or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise.
- You acknowledge that any Original Works and Translated Works submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Translated Works.
- Save in respect of death or personal injury resulting from our negligence, our liability to you in respect of the provision of the Services and / or the Translated Works shall be limited as follows:
- 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.
- You must notify us within 30 days of delivery of the Translated Works of any claim arising out of the provision of the Services and /or the Translated Works, together with full details of such Claim. In any event, we shall not be liable to you if you fail to notify us of any Claim within a reasonable time of delivery of the Translated Works.
- You must notify us within 30 days of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, at which point our liability will be no more than to rectify any such alleged inaccuracies, that we feel to be justified, to our satisfaction. At no time will such allegations delay payment.
6. Return/Cancellation policy
- We accept refunds only for urgent projects when we fail to deliver them on time. Urgent projects have higher costs. Projects that are charged regular prices are not eligible for a refund. We can delay their delivery within a reasonable time.
7. Shipping policy
- All shipping costs are included in the quoted price. It usually includes shipping by the shipper of your choice. In general we ship through FedEx. However we can send through regular postal mail if requested. However, as we are located in Costa Rica, FedEx is a much faster and more secure choice. We will not be held liable for documents lost in transit.
8. Translated Works shall be limited as follows:
- 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.
- You must notify us within 30 days of delivery of the Translated Works of any claim arising out of the provision of the Services and /or the Translated Works, together with full details of any claim. In any event, we shall not be liable to you if you fail to notify us of any claim within a reasonable time of delivery of the Translated Works.
9. Your Responsibility and Liability
- Any other breach by you of these Terms and Conditions.
- In the event you require us to provide the Services on your premises, or any other premises designated by you, you shall:
- 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 not be obliged to continue to perform the Services where we consider, at our sole discretion, this would constitute a breach of warranty given by you in this clause 6, an illegal act or a safety hazard.
10. Intellectual Property
- All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and the Translated Works shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us (and our sub-contractors) a license to store and use the Original Works and the Translated Works for the duration of the Contract and for the purposes of providing the Services to you.
11. Termination
- If you subsequently cancel, reduce in scope or frustrate (by an act or omission on your part, or any third party relied upon by you) the Contract, the full price for the Contract shall remain payable unless otherwise agreed in advance. Any Original Works provided to us, and Translated Works completed by us, under the Contract shall be made available to you on termination of the Contract.
We shall be entitled to terminate the Contract immediately by written notice to you if:
- 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.
12. Miscellaneous
- Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.
- We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Contract.
- If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise effected.
- A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with US law and the parties hereby submit to the non-exclusive jurisdiction of the US courts.
These terms and conditions are subject to change without prior written notice.
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