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InterLingua.com, Inc., aka The Translation Station, a California corporation (“InterLingua”) and you, the Customer, agree
that the terms and conditions shown below will apply to InterLingua’s document translation service (“Translation Service”) provided or to be provided by InterLingua to you. Submission of the original documents for translation, regardless of
media, constitutes acceptance of all these terms and conditions. |
| 1 | RATES — Rates for InterLingua Document Translation Service are as follows: |
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| 1.1 | Non-Certified rates for Translation Service are .30 cents per English word. All Non-certified translation projects are
subject to a minimum order charge of $100.00. All rates are negotiable prior to the start of a project. |
| 1.2 | Certified rates for Translation Service are .38 cents per English word. All Certified translation projects are subject to a
minimum order charge of $125.00. All rates are negotiable prior to the start of a project. |
| 1.3 | Signed Certifications and/or notarization of Certifications incur additional costs ranging from $10 - $25. |
| 1.4 | In the case of Customer requesting an expedited translation process, special “expedited rates” will apply |
| 1.5 | When document formatting or any other basic layout work is requested by the Customer, additional formatting charges
will apply. Formatting prices vary depending on degree of difficulty, fonts and software required. |
| 1.6 | There is no charge for deliveries of translations by InterLingua using facsimile or electronic mail. Courier service
delivery shall be charged at cost. |
| 1.7 | Translation completion time may vary based on the length of the document, the language required, and technical
considerations. Standard intervals will be assumed unless Customer requires an expedited translation process. Upon
Customer’s concurrence with the proposed schedule and provision of the documents to be translated, InterLingua will
undertake the translation. Changes to work already commenced may result in additional charges, as well as
adjustments of schedule |
| 2 | CHARGES AND PAYMENTS — Payments shall be by one of the following methods. |
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| 2.1 | If there is no active contract or account established by InterLingua for the Customer, payment shall be made by credit
card using encryption communications ensuring that credit card details are passed in a secure format. |
| 2.2 | If there is an active contract or account established by InterLingua for the Customer, document translation charges will
be invoiced at the completion of services. Customer agrees to pay all properly invoiced charges for Translation Service within thirty (30) days of the invoice date. Customer shall be solely and fully responsible for charges resulting from use
of InterLingua services. |
| 3 | MODIFICATIONS TO THE ORIGINAL DOCUMENTS — Technical considerations may dictate variations between
original and translated documents. InterLingua will use its best judgment in the selection of terminology in a given field and
will seek the closest match practicable between the layouts (including formatting, typesetting and printing) of the original
and the translation documents. When the Customer requires voice-overs, InterLingua will seek the closest match
practicable between the voice on the original soundtrack and that on the translated version; InterLingua does not
guarantee that the two voices will sound the same or that the pace of the translated soundtrack will match that of the
original version. When the Customer requires artwork, InterLingua will seek the closest match practicable between the
position, appearance and resolution of the artwork in the translated and original documents. |
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| 4 | CORRECTIONS — InterLingua will use its best judgment in the selection of language terms relative to the context of
the original document. Any changes requested from the language terms used by InterLingua will be paid by the Customer.
InterLingua shall correct free of charge an indisputable mistranslation, a grammatical mistake, an omission, or a typo
submitted by the Customer to InterLingua within 14 days of delivery. InterLingua’s sole obligation with respect to errors
shall be the obligation to correct the translation at no cost to the Customer. InterLingua will maintain the original source
document and all translations for future revisions or requests. |
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| 5 | SUBCONTRACTS — InterLingua may subcontract any or all of the translation work to be performed but, subject to the
exclusive remedies and limitations of liability set forth in these Terms and Conditions, it shall retain responsibility for the
work that is subcontracted. |
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| 6 | USE OF TRANSLATION SERVICE --
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| 6.1 | Customer represents that InterLingua Document Translation Service will be used for its own internal purposes and
not for re-sale. |
| 6.2 | The following uses of Translation Service are prohibited: the creation or transmission of any message or other
material which constitutes an infringement of any patent, copyright or trademark; an unauthorized disclosure of a trade secret; the transfer of any information or technology abroad in violation of any applicable export law or regulation; a
violation of Section 223 of the Communications Act of 1934, as amended, 47 U.S.C. Section 223, or other criminal prohibitions regarding obscene, threatening, harassing or other messages specified therein; a libelous or slanderous
statement; or a violation of any other applicable statute or government regulation. |
| 6.3 | Customer agrees to defend and indemnify InterLingua, its affiliates and their respective successors and to hold
them harmless from any claim or action whatsoever arising from the use of the Document Translation Services in any
manner prohibited by this Section. |
| 7 | PRIVACY OF INFORMATION AND COMMUNICATIONS — In providing the Document Translation Service,
InterLingua will make reasonable efforts to ensure the privacy of Customer’s information and communications. InterLingua shall not use for any purpose whatsoever any personal information about the Customer except when specifically and
knowingly authorized to do so by the Customer other than to provide services under these Terms and Conditions. The nature of the work performed and any information transmitted to InterLingua by customers shall be confidential. Under
applicable law InterLingua may be obligated to reveal information or communications which evidence or constitute criminal activity |
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| 8 | DISCLAIMER OF WARRANTY — INTERLINGUA MAKES NO REPRESENTATION, WARRANTY OR
GUARANTEE, EXPRESS OR IMPLIED, ABOUT THE DOCUMENT TRANSLATION SERVICE, INCLUDING BUT NOT
LIMITED TO THE AVAILABILITY, ACCURACY, COMPLETENESS OR TIMELINESS OF ANY DOCUMENT
TRANSLATION. INTERLINGUA SERVICES DOES NOT WARRANT THE AVAILABILITY OF TRANSLATION SERVICE
FOR ALL LANGUAGE PAIRS AT ALL TIMES, AND INTERLINGUA SPECIFICALLY DISCLAIMS ANY WARRANTY OR
CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. |
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| 9 | EXCLUSIVE REMEDY AND
LIMITATION OF LIABILITY —
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| 9.1 | FOR PURPOSES OF THE EXCLUSIVE REMEDY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS
SECTION, “INTERLINGUA” SHALL BE DEEMED TO INCLUDE INTERLINGUA, INC., ITS AFFILIATES AND THEIR
RESPECTIVE SUCCESSORS, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES,
SUPPLIERS, SUBCONTRACTORS, TRANSLATORS AND INTERPRETERS (WHETHER EMPLOYEES OR
INDEPENDENT CONTRACTORS) OF INTERLINGUA, AND “DAMAGES” WILL REFER COLLECTIVELY TO ALL
INJURY, DAMAGE, LOSS OR EXPENSE INCURRED. |
| 9.2 | INTERLINGUA’S CHARGES FOR DOCUMENT TRANSLATION SERVICE ARE ESTABLISHED IN RELIANCE ON
THE EXCLUSIVE REMEDY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION. CUSTOMER ACKNOWLEDGES THAT IT ELECTS TO ACCEPT CHARGES CALCULATED ON THIS BASIS, AND AGREES THAT
THIS ALLOCATION OF RISK OF LIABILITY IS FAIR, REASONABLE, AND NOT UNCONSCIONABLE. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE CHARGES FOR THE DOCUMENT TRANSLATION SERVICE
ARE UNRELATED TO THE VALUE OF CUSTOMER’S BUSINESS OR THE POTENTIAL FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND SPECIAL DAMAGES OR ANY OTHER DAMAGES IN EXCESS OF THOSE
ALLOWED BY THIS SECTION. CUSTOMER RETAINS THE RIGHT TO PURCHASE INSURANCE TO COVER ANY ADDITIONAL LOSS OR LIABILITY. |
| 9.3 | IN ACCORDANCE WITH THE UNDERSTANDINGS SET FORTH ABOVE, THE PARTIES AGREE AS FOLLOWS:
(A) INTERLINGUA’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR DAMAGES CAUSED BY
DEFECT OR FAILURE OF THE DOCUMENT TRANSLATION SERVICE, OR ARISING FROM THE PERFORMANCE
OR NONPERFORMANCE OF ANY SERVICES UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,
SHALL BE LIMITED TO A CREDIT OR REFUND OF THE CHARGES FOR THE SERVICE WHICH GAVE RISE TO
THE CLAIM.
(B) INTERLINGUA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, OR FOR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT
INTERLINGUA HAD KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE
INCURRED. THIS SUBSECTION 9.3.B. SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY. |
| 10 | FORCE MAJEURE — Neither InterLingua, its affiliates nor their respective successors shall be liable in any way for
any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond
InterLingua reasonable control, including but not limited to: fire, explosion, lightning, pest damage, power surges or
failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military
authorities or the public enemy, inability to secure raw materials, product or transportation facilities, fuel or energy
shortages, acts or omissions of communications carriers, or any other cause beyond InterLingua’s control whether or not
similar to the foregoing. |
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| 11 | ASSIGNMENT — Neither this Agreement nor any rights or duties hereunder may be assigned or delegated by
Customer, or by InterLingua (other than as provided below) without the prior written consent of the other party. Such
consent shall not be unreasonably withheld. Any assignment or delegation in violation of this Section shall be void.
Notwithstanding the foregoing, InterLingua reserves the right to assign this Agreement, or any rights or duties under this
Agreement, to any affiliate or successor company and also reserves the right to assign its right to payment without
limitation. |
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| 12 | TERMINATION — Either party may terminate this Agreement upon notice to the other. Customer shall be responsible
for charges for the Translation Service rendered or work in progress prior to the effective date of the termination. |
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| 13 | SUPPLEMENT, MODIFICATION OR WAIVER — Other than as specifically authorized by the terms of this
Agreement, any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by
authorized representatives of both parties. |
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| 14 | WAIVER AND FAILURE TO EXERCISE RIGHTS — The waiver by either party of any breach of this Agreement shall
not operate as a waiver of subsequent breaches of the same or different kind. The failure of either party to exercise any
rights under this Agreement in a particular instance shall not operate as a waiver of the party’s right to exercise the same
or different rights in other instances. |
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| 15 | SURVIVAL OF OBLIGATIONS — The obligations of the parties under this Agreement which by their nature would
continue beyond the termination or cancellation of this Agreement shall survive such termination or cancellation. |
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| 16 | NO THIRD PARTY BENEFICIARIES — Neither this Agreement nor the provision of Interpreter Services shall be
construed to create any duty or obligation on the part of InterLingua to any third parties, including, without limitation, any
persons participating in or the subject of conversations for which Interpreter Services are provided. This Agreement does
not provide any third party with any right, privilege, remedy, claim or cause of action against InterLingua, its affiliates or
their respective successors. |
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| 17 | SEVERABILITY — If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be
severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect. However, if such provision is an essential element of the Agreement, the parties shall promptly
negotiate a replacement. |
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| 14 | CHOICE OF LAW — The construction, interpretation and performance of this Agreement shall be governed by the
domestic laws of the State of California. |
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| 19 | COMPLETE AND FINAL AGREEMENT — This Agreement constitutes the complete and final agreement between the
parties with respect to its subject matter and supersedes all prior oral or written understandings or statements. Terms and conditions on any Customer order form are expressly rejected and shall have no effect notwithstanding InterLingua’s
acceptance or use of any such form. |
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| 20 | TERMS SPECIFIC TO INTERPRETER ASSIGNMENTS -– |
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| 20.1 | Schedule - Rates are based on a 7-hour day with a one-hour break for lunch. Additional hours will be billed at 150%
of the hourly rate. In those instances where it is agreed that travel time is to be billed in addition to the performance fee, the actual amount of travel time will be at 100% of the hourly rate. |
| 20.2 | Cancellation / Re-scheduling Policy - As you are aware, translators/interpreters are professionals, like attorneys, who
are paid for the amount of time they work on behalf of a client. Since they’re “selling” their time, cancellation made too close to the originally scheduled date, may result in the inability to obtain another assignment, and therefore could
represent a loss of income. Therefore, the client will still be billed for the services of the translator / interpreter if: |
| (A) | Cancellations made within 5 business days of the appointment, the client will be charged at 100% of the original rate. |
| (B) | Cancellations made between 6 and 10 business days of the appointment, the client will be charged at 50% of the original rate.
Please note, re-scheduling of an appointment may be considered equivalent of a cancellation if the selected translator / interpreter is unable to re-schedule their time. |
| 20.3 | Additional Conditions: |
| (A) | Clients are expected to pay invoices promptly within 30 days of the translator’s / interpreter’s assignment. Lengthy
assignments will be invoiced on a weekly basis and prompt payment is expected within 30 days of the end of the business week. |
| (B) | This contract is between InterLingua and (the client). Payment is the sole responsibility of (the client) and does not
take into consideration the payment terms you negotiate with your client. |
| (C) | All projects above $3,000 require a 50% deposit before the start of the assignment. |
| (D) | Other use of the translator’s / interpreter’s time, such as preparation of written reports, review of materials, etc., may
incur charges at 100% of the hourly rate agreed to by the client. |
| (E) | When required all travel arrangements, including hotel and airlines are the responsibility of the client. We will work
with you to develop a satisfactory itinerary for the interpreter. |
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