TERMS AND CONDITIONS
Unless otherwise agreed in writing and signed by Client and Welocalize, the following terms and conditions shall apply to all quotes and agreed orders for services such as a “Statement of Work (“SOW”). These Terms and Conditions (“Agreement”) may be amended from time to time and Welocalize is under no obligation to provide Client with any notice regarding such amendments. Client’s continued business relationship with Welocalize constitutes consent to this Agreement.
Welocalize requires timely receipt of quality Client materials for the execution of ordered services. Client acknowledges that its delay in providing such materials shall correspondingly delay any services/deliverable from Welocalize. Welocalize shall provide Client with translation and other services by means of its project management system. Welocalize shall use commercially reasonable efforts to provide the translation or other services within time frames estimated in writing by Welocalize, or if no such written estimate is given by Welocalize, Welocalize shall perform in accordance with its usual parameters for “standard turnaround,” subject to circumstances existing from time to time. “Rush” projects requiring completion within time frames shorter than standard turnaround will be accepted on the understanding that Welocalize’s customary level of process management and quality might not be maintained in certain cases and that Welocalize may charge premium fees due to the complexity and expense of satisfying such requests.
A quotation is based on the materials supplied by Client as part of its order for services or SOW. Please note that any changes to the scope of the project (revision/addition/deletion of text, languages, etc.) will result in the issuance of a project change order and potentially additional fees.
Welocalize’s quotes expire 30 days from the date of issuance and after the expiration of 30 days, if the quote has not been approved, Welocalize reserves the right to re-quote the project as needed. Once accepted, the project is non-cancelable and will be billed by Welocalize in full.
FEES AND INVOICES
Welocalize agrees that it shall charge, and Client agrees that it shall pay, fees for services provided by Welocalize or its afﬁliates as set forth in the quote or order for services/SOW.
The Client ordering services is solely responsible for payment and this obligation is not transferable to a third party, unless approved IN WRITING by Welocalize and the third party has agreed IN WRITING (by issuance of their own Purchase Order or equivalent) to be billed directly and has agreed to the payments applicable to the Purchase and the Terms and Conditions herein. Expenses are the sole responsibility of Welocalize unless otherwise agreed in writing and approved in advance by Client. All payments shall be due no later than 30 days after receipt of invoice. Overdue payments shall bear interest at the lesser of 1% or the maximum rate permitted by law (accruing on a daily basis until paid).
Client shall provide Accounts Payable contact information prior to the start of services. Welocalize will provide banking information to client prior to the start of services. Please remit all payments to the relevant Welocalize legal entity. Any questions, email: firstname.lastname@example.org
Both parties agree that any information or documents furnished by one to the other (including the details of the applicable pricing structure) shall be kept strictly conﬁdential, except to the extent that a party is obligated by law or by court order to disclose.
At all times that Welocalize is providing services to Client hereunder and for one year thereafter, Client shall not solicit or induce any employee, translator, interpreter or consultant of Welocalize engaged in the provision of services to Client to leave the employee or engagement of Welocalize.
In the event Client desires to cancel a translation project or other order for services prior to completion, Welocalize may (in its sole discretion) agree to such cancellation. If Welocalize agrees to such cancellation, Client shall pay to Welocalize the fees for all work completed as reasonably determined by Welocalize plus all project expenses and costs incurred by Welocalize, including all expenses to which Welocalize is already irrevocably committed as of the date of cancellation.
Welocalize warrants to Client that, for a period of 90 days after discovery of any material errors thereof, all services performed and deliverables provided shall conform in all material respects with the speciﬁcations set forth in the applicable order for services. Upon written notice of any material non-conformity with such speciﬁcations provided to Welocalize within such 90-day period, Welocalize shall have a period of 30 days, or such longer period as may be reasonably necessary, to correct such non-conformity at Welocalize’s expense. Correction of the non-conforming services and/or deliverables shall be the Client’s sole and exclusive remedy, and Welocalize sole liability, for any failure of the services and/or deliverables to comply with the foregoing warranty. The foregoing warranty shall be void and of no force or effect if any modiﬁcation, alteration or addition has been made to the services and/or deliverables by anyone other than Welocalize.
EXCEPT AS SET FORTH IN THIS SECTION, WELOCALIZE MAKES NO WARRANTIES OR REPRESENTATIONS WHETHER EXPRESS, IMPLIED BY LAW OR OTHERWISE, WITH RESPECT TO THE SERVICES OR ANY DELIVERABLES PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Client warrants that its materials do not infringe any third party’s copyright or other intellectual property rights and are not defamatory. Client agrees to indemnify Welocalize against any losses, liabilities, damages, costs and expenses (including reasonable legal fees and expenses) incurred by Welocalize as a result of or in connection with claims made or brought against Welocalize by a third party alleging that Client’s materials, or the use thereof by Welocalize infringe the copyright or other intellectual property rights of any person, or are defamatory.
DATA PRIVACY AND PROTECTION
Client shall notify Welocalize in writing if the order for services/SOW contains personal data subject to data protection laws and warrants compliance with such data protection laws. Where the parties enter into a data processing agreement (“DPA”), such DPA shall be incorporated into the terms of this Agreement and the terms of the DPA shall prevail in the event of a conflict between this Agreement and the DPA. Client shall indemnify and keep indemnified Welocalize against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to data subjects, demands and legal and other professional costs arising out of or in connection with Client’s breach of its data privacy and protection obligations.
LIMITATION OF LIABILITY
Each party’s liability (whether in contract, tort, negligence, strict liability, by statute or otherwise) to the other party and any third party concerning or relating to this Agreement shall in the aggregate be limited to direct and actual damages not to exceed amounts to be received by Welocalize under this Agreement for the portion of the services giving rise to such claim.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS, LOST REIMBURSEMENTS, LOST DATA, OR LOST SAVINGS), EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.
This Agreement, as amended from time to time, constitutes the entire agreement along with applicable quote, order for services/SOW or other agreed written understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, arrangements, and understandings with respect thereto. No representation, promise, inducement, statement or intention has been made by any party hereto that is not embodied herein, and no party shall be bound by or liable for any alleged representation, promise, inducement, or statement not so set forth herein. This Agreement may be modiﬁed, amended, superseded, or canceled only by a written instrument signed by each of the parties hereto and any of the terms, covenants, representations, warranties or conditions hereof may be waived only by a written instrument executed by the party to be bound by any such waiver.
APPLICABLE LAW AND VENUE/SEVERABILITY
This Agreement is governed by the laws of the State of Delaware, excluding any conﬂict or choice of law principals and the parties consent to the exclusive jurisdiction of the State or Federal Courts in Delaware. If any term or provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such term or provision shall not affect the Agreement’s other terms or provisions, or the whole of this Agreement, but such term or provision shall be modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreement of the parties.
ASSIGNMENT AND WAIVER
Client may not transfer or assign this Agreement or any part hereof (by operation of law or otherwise) without the prior written consent of Welocalize, and any such attempted transfer or assignment without such consent shall be void. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the beneﬁt of the parties hereto and their respective assignees or successors in interest. An assigning party shall continue to be bound to all of its obligations under this Agreement.
The waiver by any of the parties, express or implied, of any right under this Agreement or with respect to any failure to perform under or breach of this Agreement by the other party, shall not constitute or be deemed a waiver of any other right under this Agreement or of any other failure to perform under or breach of this Agreement by the other party, whether of a similar or dissimilar nature.
Except with regards to payments, neither party shall be liable for any delays or failures in performance due to circumstances beyond its control which could not be avoided by the exercise of due care.
Notice under this Agreement shall be provided to the other party’s registered address. Notices shall be deemed to have been given on the date actually received if sent by hand delivery or overnight courier, on the date sent if sent by electronic mail or fax, or three days after mailing if sent by registered or certified mail. Any party may designate in writing another address or person for receipt of notices hereunder.