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.
1.1. “PeMad” means Pemad International Transearch
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.
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.
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:
a. Modify or discontinue the Services;
b. Limit, terminate or suspend your use of the Services; and/or
c. Impose additional charges for use of the Services.
d. Quote for Human Translation Disclaimer
e. 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.
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.
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.
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.
This Agreement shall be governed by, enforced and construed in accordance with the laws of the Republic of Indonesia.
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.