LingoStar’s Terms and Conditions

The following terms and conditions for language services in this agreement (the “Terms”) constitute a  legally binding agreement between Lingostar Languages Services Inc., a company incorporated under the laws of British Columbia, Canada, and having offices at 4950 Keith Road, West Vancouver, BC, V7W 2N1 (“Lingostar”) and a client individual, corporation, or other entity (the “ Client”).

1. DEFINITIONS AND INTERPRETATION

In this Agreement:

1.    “Services” means, other than where the authorized representatives of the client and Lingostar have explicitly agreed to separate contractual terms and conditions concerning these, any professional language services including, without limitation, translation, interpretation, voiceover and/or language solutions. In connection with these, desktop publishing, project management where such is commissioned by the client to be performed by Lingostar;

2.    “Order” means (i) the client’s signature or other indication to Lingostar of the acceptance of a quotation of Lingostar for Services; or (ii)  purchase order of the client or other instruction reasonably understood by the parties to authorize the inception of Services, but excluding any terms and conditions proposed by the client and not expressly accepted by Lingostar;

3.    Headings are inserted for convenience only and do not affect how this agreement is interpreted;

4.    Where the word “includes” or the word “including” is followed by a list, the contents of the list are not intended to limit the generality of the expression preceding the word “includes” or the word “including”, as the case may be.

2. PERFORMANCE OF SERVICE

The Client agrees that Lingostar will provide Services to the Client, and the Client agrees to pay for the Services.  Lingostar shall assign to the Client all proprietary rights in the deliverables and related materials (including any translation memory) created by it pursuant to a Services agreement between Lingostar and the Client, subject to Lingostar being paid in full for its Services.

3. CLIENT OBLIGATIONS

1.    The Client acknowledges that it is the Client`s responsibility to verify that the Services provided by Lingostar are suitable for its needs.  It is the Client`s obligation to provide all components, information and materials (the “Materials”) reasonably necessary to enable Lingostar to provide the Services.

2.    The Client warrants that it owns or is legally entitled to possess and use the Materials and hereby grants to Lingostar a license to use the Materials for the purposes of providing the Services. The Client warrants that the Materials supplied by the Client do not infringe the intellectual property rights of a third party.

3.    The Client acknowledges that when the Materials are reasonably required by Lingostar to perform the Services for the Client,  the Client`s failure to supply the Materials or a delay in the supply of the Materials which will as a result delay the Services, Lingostar will not be obliged to perform the Services and the Client shall indemnify Lingostar from and against any liability, losses, damages, costs and expenses arising from Lingostar’s use or possession of the Materials supplied by the Client.

4.    The Client shall, within ten (10) business days of the receipt of any finished Services, notify Lingostar in writing of any suspected defects or errors regarding the Services. Upon the notification, Lingostar shall review the alleged defect and shall rectify any actual defect and/or error.  At no time will such allegations delay payment from the Client to Lingostar for the Services.  In the absence of such notification the Client shall be deemed to have accepted the deliverable of the Services.

5.    In the event the Client requires Lingostar to provide the Services on the Client`s premises, or any other premises designated by the Client, it is the responsibility of the Client to provide such access to the premises and other facilities as reasonably required by Lingostar and the Client will assign members of staff with suitable skill and experience to be responsible for Lingostar’s activities.  The Client is also responsible to ensure the safety and security of the premises.

6.    Unless otherwise agreed by Lingostar and the Client, which includes for the purpose of this clause any of the clients associated companies, shall not, for a period of one year (1) after termination of the Services contract, either directly or indirectly, on the Client’s own account or for any other person, firm or company, solicit, employ, endeavour to entice away from Lingostar or use the services of a translator or interpreter who has provided the Services to the Client on behalf of Lingostar under  the Services contract.  In the event of the Client’s breach under this clause, the Client agrees to pay Lingostar an amount equal to the aggregate remuneration paid by Lingostar to the translator for the year immediately prior to the date on which the client employed or used the services of the translator.

4. LINGOSTAR’S OBLIGATIONS

1.    No terms, conditions or warranties, whether expressed or implied of the Services shall be incorporated in this agreement unless expressly set out in this agreement.

2.    Lingostar represents and warrants to the client that: (i) it will perform the Services in accordance with the terms of the agreement; and (ii) it will perform the Services in accordance with customary industry standards, although, such Services being the product of human endeavour, Lingostar does not warrant that they will be error-free.

3.    Lingostar warrants to use reasonable skill and care in selecting translators, interpreters and other personnel used to provide the Services.

5. RESTRICTIONS ON DISCLOSURE OF CONFIDENTIAL INFORMATION

1.    Each party shall maintain in confidence all information disclosed by the other party relating to the client’s business and person (“Confidential Information”), and use the Confidential Information only in connection with the terms of this agreement.  This provision does not apply to information which is generally available to the public and information  that is Lingostar discloses to its subcontractors for use only in connection with the terms of this agreement and under a duty of confidentiality no less onerous than that of the parties hereunder.

2.    The parties agree that all confidentiality obligations shall survive for a period of three (3) years from the date of disclosure and that each party shall, upon request, return or delete all documents and electronic media containing the other party’s Confidential Information, including all copies thereof.

6. SERVICE FEES

1.    The Client agrees to pay to Lingostar the amount for the Services as per the Services Order between the Client and Lingostar, in the currency specified therein.  All payments due to Lingostar are net of any and all taxes, and the Client shall pay any applicable taxes for the Services to Lingostar.

2.    In the event the Client requires Lingostar to provide the Services on the client`s premises, or any other premises designated by the Client, Lingostar is entitled to charge the Client for any additional costs and expenses which Lingostar may incur as a result of any hazardous conditions or materials encountered at the Client’s premises.

3.    All payments due to Lingostar under the Services Order are due upon project confirmation unless otherwise agreed between the parties in writing.

4.    All unpaid amounts due to Lingostar shall bear interest at the rate of two percent (2%) or the highest rate permitted by governing law, whichever is less.

7. LIMITATION ON LIABILITY

1.    By providing Services to the Client, Lingostar shall not be liable to the Client for any loss of profits, business, contracts, revenue, damage to the Client’s reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.

2.    The Client acknowledges that any original works submitted by the Client and any Services provided to the Client over the internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, Lingostar has no liability for the loss, corruption or interception of any original works or its Services.

3.    If the Client requires Services, specifically, a translation and does not specify the need for a creative and/or marketing translation and/or localized translation, the Client agrees that the translation does not require any cultural adaptation or creative re-writing content. If the Client does not request, in writing, such Services as per this clause, Lingostar shall not be liable for any deficiencies or shortcomings of a marketing and /or creative adaptation of the Services, and the Client shall pay Lingostar the full Services fee as per the Services Order.

4.    Lingostar’s entire liability to the Client under any contract, including but not limited to in respect of the Services, shall not exceed the price payable to Lingostar by the Client under the contract to which any claim relates or $50,000, whichever is lesser.

5.    In no event shall either party be liable under these Terms for any consequential or indirect damages of any nature whatsoever including, but not limited, any lost revenues or profits.

6.    Neither party shall be liable for any breach of its obligations hereunder resulting from force majeure which, for the purposed of the Terms, means any cause beyond the reasonable control of the party in question. The foregoing shall not apply in respect of any obligation of the client to make payment under the Terms. Each party shall give notice to the other upon becoming aware of an event of force majeure, such notice shall contain details of the circumstances giving rise to such event. If a default under this clause shall continue for more than six (6) weeks, then the party not in default shall be entitled to terminate the Services Order affected by such event.

8. DISPUTE RESOLUTION

1.    The parties agree that they will attempt to settle any dispute arising out of this agreement by negotiation between the parties.

2.    If any dispute arises between the parties for the Services provided by Lingostar to the Client, the dispute will be referred to an independent qualified linguist or an independent professional translator (the “Appointed Person”) within seven (7) days of a notice of dispute by either party. The Appointed Person will serve as an expert and not as an arbitrator.  The cost of the Appointed Person will be borne equally by both parties.

3.    The Services of Lingostar are not subject to the review of any party or person that is not a professional translator or qualified linguist.

9. TERMS AND TERMINATION

1.    The Terms shall expire when all the obligations of the parties under the Services Order are completed.

2.    The Services Order may be terminated by either party:

1.    if the other party fails to perform any of its material obligations under these Terms and such failure continues for fourteen (14) days after a written notice by the party informing of the breach; or
2.    upon a thirty (30) days written notice by either party.

3.    Upon the expiration or termination of the Services Order, all fees, including fees for work-in-progress shall fall due and payable and each party shall deliver to the other any property belonging to the other party.

4.    The termination of the Services Order shall not affect any accrued rights and liabilities of either party.

5.    The Services Order is deemed to be given and the project is deemed to be initiated once the quote is confirmed by the Client and/or the quote form is signed and/or the payment is submitted. It may no longer be possible to cancel it with refund in that stage. If the Client cancels, reduces in scope or frustrates (by an act or omission of the Client or any third party relied upon by the Client) the Services Order, the Client shall be obligated to pay Lingostar the full price for its’ Services as per the Services Order, unless agreed upon otherwise in writing between the parties. Lingostar shall do its best to accommodate the Clients’ needs and shall at its discretion only charge for the already completed portion of the project, or if it has not been assigned to suppliers yet, implement a cancellation fee of $25.

6.    Lingostar may terminate the Services Order immediately by a written notice to the Client if:

1.    the Client commits a material breach of the Services Order and , after Lingostar’s written notice of the default to rectify the breach, the Client does not remedy the default;
2.    the Client makes any voluntary arrangement with the Client’s creditors or become bankrupt or become subject to an administrative order or go into liquidation or an encumbrance takes possession and a receiver is appointed over any of the Client’s property or assets;
3.    the Client cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.

10. GENERAL

1.    The terms of this agreement shall be governed and interpreted in accordance with the laws of British Columbia, Canada and any action sought must be sought in the courts of British Columbia.

2.    The Terms and the Services Order shall contain the entire agreement between the parties, and shall supersede all other prior agreements and understandings, both written and verbal. All amendments to the Terms and/or the Services Order shall be in writing and executed by both parties.

3.    If any provision of the Terms is declared invalid or illegal for any reason, the remaining provisions of the Terms shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

4.    No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or parties exercise of any right or remedy hereunder preclude any future exercise thereof or the exercise of any right or remedy.

THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT PRIOR WRITTEN NOTICE.

Published November 21, 2013.