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These Terms and Conditions constitute a legally binding agreement between
the Client and Chinese-search-engine.com regarding services rendered or
to be rendered by Chinese-search-engine.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. DEFINITIONS
1.1 "Chinese-search-engine.com" means www.chinese-search-engine.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 Chinese-search-engine.com for translation hereunder.
1.4 "Deliverable(s)" means the final, translated version of
the Source Materials provided by Chinese-search-engine.com to the Client.
2. PRICING
Chinese-search-engine.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 Chinese-search-engine.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
Chinese-search-engine.com to use it for the job at hand, Chinese-search-engine.com
shall translate specialized terms by their usual and conventional meanings,
and otherwise make decisions based on Chinese-search-engine.com 's standard
production procedures. All Source Materials shall be legible and shall
be delivered to Chinese-search-engine.com in such format(s) and such time
as Chinese-search-engine.com shall specify. Chinese-search-engine.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 Chinese-search-engine.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 Chinese-search-engine.com of the estimate of
additional charges before the changes or additions are made by Chinese-search-engine.com.
5. CORRECTIONS
Chinese-search-engine.com shall correct the following errors free of charge:
Outright mistranslation, omission, typo, grammatical mistake, non-adherence
to any approved glossary. Client agrees that Chinese-search-engine.com
shall have no liability or obligation regarding errors in translations
unless Chinese-search-engine.com receives written notification of the
error(s) within fifteen (15) days following delivery of the Deliverable
to Client. Chinese-search-engine.com 's sole obligation with respect to
errors shall be the obligation to correct the Deliverable at no cost to
Client.
6. LIMITATION OF LIABILITY
Chinese-search-engine.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 Chinese-search-engine.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 Chinese-search-engine.com has been
advised of the possibility of such damages, anything contained in related
proposals and other documentation notwithstanding. Chinese-search-engine.com
shall not be responsible for any loss or damage to, nor the return of,
any Source Materials.
7. REPRESENTATIONS AND WARRANTIES
Chinese-search-engine.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 Chinese-search-engine.com are in lieu of all
other warranties, express or implied, including any implied warranty of
merchantability or fitness for a particular purpose. Chinese-search-engine.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.
9. TERMINATION
In the event that Client breaches this Agreement, Chinese-search-engine.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 Chinese-search-engine.com breaches
this Agreement, Client shall have the right to terminate whereupon Chinese-search-engine.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 Chinese-search-engine.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 Chinese-search-engine.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 Chinese-search-engine.com
until Chinese-search-engine.com shall have been paid in full for such
Deliverables.
11. CONFIDENTIALITY
The nature of the work performed and any information transmitted to Chinese-search-engine.com
by Client shall be confidential. Chinese-search-engine.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 Chinese-search-engine.com whose job performance requires such acts.
The provisions of this paragraph shall not apply to the extent Chinese-search-engine.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
Chinese-search-engine.com.
12. INDEMNIFICATION
Client shall indemnify, defend, and hold harmless Chinese-search-engine.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 Chinese-search-engine.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. Chinese-search-engine.com shall transact payments with the appropriate
credit card companies in all instances. Where non-validation occurs, customers
shall be contacted by Chinese-search-engine.com for order confirmation
and payment details prior to the translation process. (ii) Where credit
arrangements have been agreed between Chinese-search-engine.com and its
customer, the customer shall make payments to Chinese-search-engine.com
for all agreed services within thirty (30) days of receiving a valid invoice
from Chinese-search-engine.com. Such invoices are usually distributed
by Chinese-search-engine.com to the Client via email.
If the Client is late in making payment, Chinese-search-engine.com is
entitled to charge interest at the rate of 2 % per month or part thereof
until the entire amount due is received.
Should Chinese-search-engine.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 Chinese-search-engine.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$2,000 to compensate Chinese-search-engine.com for the additional
administrative and management time required to collect the outstanding
payment.
14. LEGALITY
This Agreement shall be governed by, enforced and construed in accordance
with any international regulations where applicable and the law of People's
republic of China. |
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