Terms and Conditions
These
Terms and Conditions constitute a legally binding agreement between the
Client and PeMad regarding services rendered or to be rendered by PeMad.
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
2. PRICING
3. CLIENT SPECIFICATIONS/ ASSISTANCE
4. MODIFICATIONS/ADDITIONS TO SOURCE MATERIALS
5. CORRECTIONS
6. DELIVERY DATE
7. LIMITATION OF LIABILITY
8. REPRESENTATIONS AND WARRANTIES
9. DISCLAIMER OF WARRANTY
10. TERMINATION
11. TITLE AND OWNERSHIP
12. CONFIDENTIALITY
13. INDEMNIFICATION
14. LEGALITY
15. OTHERS
1. DEFINITIONS
1.1 "PeMad" means PeMad Project Management
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 PeMad for translation hereunder.
1.4 "Deliverable" means the final, translated version of the
Source Materials provided by PeMad to the Client.
2. PRICING
PeMad 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 PeMad 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
PeMad to use it for the job at hand, PeMad shall translate specialized
terms by their usual and conventional meanings, and otherwise makes decisions
based on PeMad 's standard production procedures. All Source Materials
shall be legible and shall be delivered to PeMad in such format(s) and
such time as PeMad shall specify. PeMad 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 PeMad 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 PeMad of the estimate of additional charges before the changes or additions
are made by PeMad.
5. CORRECTIONS
PeMad shall correct the following errors free of charge:
Outright mistranslation, omission, typo, grammatical mistake, and non-adherence
to any approved glossary. Client agrees that PeMad shall have no liability
or obligation regarding errors in translations unless PeMad receives written
notification of the error(s) within fifteen (15) days following delivery
of the Deliverable to Client. PeMad's sole obligation with respect to
errors shall be the obligation to correct the Deliverable at no cost to
Client.
6. DELIVERY DATE
Delivery dates shall not be valid unless they have been expressly confirmed
by PeMad in writing. Should a delay in delivery by PeMad occur, PeMad
shall first be granted a reasonable additional period for completion.
Only upon expiration of this additional period without completion of performance
shall the customer be entitled to demand cancellation of the contract
or reduction of the price. Any further claims are excluded. The customer
remains liable for payment for the work performed by PeMad up to the time
of the customer's notice of cancellation. The customer shall not be entitled
to claim cancellation or reduction if the delay is due to force majeure
or other circumstances over which PeMad has no control. A job is considered
delivered when PeMad either emails it to the Client, or uses courier delivery
to the Client.
7. LIMITATION OF LIABILITY
7.1 PeMad 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 PeMad, 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 PeMad has been advised of the possibility
of such damages, anything contained in related proposals and other documentation
notwithstanding. PeMad shall not be responsible for any loss or damage
to, nor the return of, any Source Materials.
7.2 In no event will PeMad be liable for any indirect,
special, incidental, economic or consequential damages arising out of
the use of the Services, including, but not limited to, damages for loss
of profits, business, goodwill, data, business interruption, or other
pecuniary loss. PeMad reserves the right to:
7.2.1. Modify or discontinue the Services;
7.2.2. Limit, terminate or suspend your use of the Services; and/or
7.2.3. Impose additional charges for use of the Services.
7.2.4. Quote for Human Translation Disclaimer
7.2.5. To assist PeMad users make a decision to have a document professionally
human translated, PeMad provides an instant quote service on our website
and as part of our various translation tools and technologies.
7.3 Due to the construction and nature of many electronic documents, these
quotes cannot be guaranteed to by 100% accurate at all times. As such
the quotes are a guide only, are not to be relied on by the user, and
are not binding until they are accepted by PeMad. If inaccuracies in the
quote are found for any reason, PeMad reserves the right to amend the
quote.
8. REPRESENTATIONS AND WARRANTIES
PeMad 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.
9. DISCLAIMER OF WARRANTY
The foregoing warranties of PeMad are in lieu of all other warranties,
express or implied, including any implied warranty of merchantability
or fitness for a particular purpose. PeMad 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.
10. TERMINATION
In the event that Client breaches this Agreement, PeMad 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 PeMad breaches this Agreement, Client shall have the
right to terminate whereupon PeMad 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.
11. 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 PeMad 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 PeMad 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 PeMad until PeMad
shall have been paid in full for such Deliverables.
12. CONFIDENTIALITY
The nature of the work performed and any information transmitted to PeMad
by Client shall be confidential. PeMad 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 PeMad
whose job performance requires such acts. The provisions of this paragraph
shall not apply to the extent PeMad 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 PeMad.
13. INDEMNIFICATION
Client shall indemnify, defend, and hold harmless PeMad, 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.
14. LEGALITY
This Agreement shall be governed by, enforced and construed in accordance
with the laws of the Republic of Indonesia.
15. OTHERS
Translation Services ("Services") are provided on the condition
that:
(i) You use the Services for lawful purposes only. You therefore undertake
not to use the Services to translate any of the following: defamatory,
obscene or other unlawful material or information; and/or confidential
or proprietary information, including trademarks or copyrighted information,
belonging to a third party, without the express authorization of the rights
holder in question.
(ii) You agree to indemnify PeMad for all claims relating to your use
of the Services, and/or the reproduction or transmission of the material
translated.
No review - PeMad does not review the documents, which
you submit for translation. You are entirely responsible for the content
of the documents and the implications of the translation thereof.
No assistance - PeMad does not provide any assistance,
including technical or customer support, in the use of the Services. Any
use of the Services is at your own risk.
No responsibility for defects/loss - Although PeMad uses
all reasonable efforts in providing the Services, PeMad accepts no responsibility
for the results of any errors, defects and/or risks associated with the
Services, including the risk that:
• a document or its text may be lost or damaged in transmission
over the Internet; and/or
• the confidentiality of a document transmitted over the Internet
may be breached.
No responsibility for accuracy
Because of the complexities of the human language, and
the possibility of a number of different translations and interpretations
of particular words and phrases, there are inherent limitations in translations.
PeMad therefore recommends that you examine and verify the translation
resulting from use of the Services, and accepts no responsibility for
the accuracy thereof.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, PeMad DISCLAIMS ALL OTHER WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO
THE SERVICES.
The warranty and remedies set forth herein are exclusive and in lieu of
all others, oral or written, express or implied. No PeMad dealer, distributor,
agent or employee is authorized to make any modifications or additions
to this warranty.
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