No part of any clause should be read separately. Headings are provided for reference only and should be ignored for the purposes of ascertaining meaning.
‘The Provider’ means Ft-studio.com, its employees and subcontracted translators.
The ‘Client’ means the customer of the Provider, whether an individual or corporate entity, for whom the service is being provided.
‘Agreement’ means the agreement between the Provider and the Client, constituted by these terms and conditions.
‘Translation’ means any written source document provided by the ‘Client’ to the ‘Provider’ for translation, editing, proofreading, rewriting, abstracting, adapting, revising, localisation, project management, typing, transcribing and subtitling.
‘Order’ means the Purchase Order signed by the Client instructing the Provider to perform the service(s). The Order also means the signing/accepting of a quotation by the client sent by the Provider or by any other written confirmation (email, letter or fax) and which, when signed/accepted, forms part of this Agreement.
‘Source Material’ shall be understood to mean any text or other medium which requires translating or localizing.
‘Output Material’ shall be understood to mean any text or other medium translated or localized or otherwise altered or supplied in some way in relation to the Services supplied for the Order.
‘Services’ means the services provided by the Company to the Client as referred to in the Order.
2. Provision of Services
The Provider shall provide the Services as per the Conditions of this Agreement.
The Client shall provide all necessary Source Material at their expense, to the Provider within a time period which allows for the completion of the Order to the lnaguages of CIS countries – Armenian language, Azerbaijan language, Belorussian language, Kazakh language, Kirghiz language, Moldavian language, Russian language, Tajik language, Turkmen language, Ukrainian language, Uzbek language in compliance with this Agreement.
The Provider shall bear no responsibility for any accidental damage to or loss of the Source Material provided to the Provider by the Client. The Client will ensure at its own expense that copies of the Source Material are kept by the Client.
Save where stated in the Order, the Provider is not providing the skill of copywriting. The Provider shall not accept responsibility for any errors within the Source Material, nor for any liabilities resulting from errors in the Output Material caused by any such errors.
Except in the case of death or personal injury the Provider’s total liability to the Client whether for negligence, breach of contract or otherwise shall in no circumstances exceed the charges laid out in the Order. The Provider accepts no liability whatsoever arising as a result of any representations, breach of contract, negligence or otherwise including but not limited to any liability for indirect or consequential loss, loss or corruption of data, or loss of profits, revenue, business or goodwill. All conditions, warranties, guarantees and representations, express or implied, by statute, common law or otherwise in relation to the Services (other than any liability which the Provider is not permitted by law to exclude or restrict) are hereby excluded to the fullest extent permitted by law.
The Provider shall not be liable for any breach of the Agreement caused by factors or circumstances outside of its control including but in no way limited to any act of God, war, strike, lockout, industrial action, flood, drought, storm or other event beyond the Providers control.
3. Charging and pricing
Verbal and written estimates and quotations are for guidance only and are not binding on the Provider. Only once the Source Material has been received and evaluated and the Order issued and signed does the Order value become binding.
Unless otherwise stated the Order value shall be exclusive of;
Value Added Tax (VAT); delivery charges; any fax charges; any multiple copies or multiple faxes; any amendments to the Source Material as confirmed in the Order.
Additional fees may be payable by the Client to the Provider in the event of the following: a) investigation, inquiry or research beyond that normal to a routine translation because of unusual ambiguities in the item to be translated, b) Client revisions and amendments including preferences of style or vocabulary where such changes are not required for accuracy will incur additional fees in line with current quotation price(s). c) Extra interpreting and travel hours beyond the hours stated on the Order are charged at our standard rates unless otherwise stated in the Order.
Some languages when translated use more words. Each translation quotation will be based upon the original document and a percentage mark-up may be added to account for significant translated language text expansion. Unless otherwise specified by the Client, the target language (CIS countries – Armenian language, Azerbaijan language, Belorussian language, Kazakh language, Kirghiz language, Moldavian language, Russian language, Tajik language, Turkmen language, Ukrainian language, Uzbek language) the Provider was asked to translate or interpret into will be a mainstream language using a vocabulary that does not include dialectal or regionally specific words and syntax.
All invoices are payable within 30 days from the date of invoice, or as otherwise agreed. The Provider reserves the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 8 per cent above the published base rate of the Bank of Ukraine. Relevant bank payment charges to be borne by the Client.
The Client shall not be entitled to withhold payment of any amount properly payable under the Agreement on account of any disputed claim by the Client in respect of other services provided by the Provider, or any alleged breach of the Agreement, or any other Agreement between the Provider and the Client. The Client shall not be entitled to set-off or otherwise deduct from any amount properly payable to the Provider any monies which are allegedly due from the Provider to the Client.
Where any payment is overdue, the Provider retains the right to withhold any undelivered Output Material until such time as payment of all outstanding amounts, interest and payment charges have been paid. At no time does this relieve the Client of any obligations in relation to outstanding amounts, interest and payment charges.
Where any actions or proceedings are made against the Client by the Provider for the recovery of any outstanding amounts, interest or payment charges, the Client shall indemnify and be liable for all costs and expenses so incurred.
All payments must be in EURO or USD dollars unless otherwise stated in the Order.
5. Delivery and delivery charges
Subject to the Client delivering the work to the Provider as agreed, it is the responsibility of the Provider to ensure that the work reaches the Client by the deadline, complete in chronological format and in the required medium (hard copy, compact disc, fax, email or other medium). Any deadline adjusted during the course of the project must be confirmed in writing and agreed by both the Client and the Provider. The Provider shall make every effort to complete the Order by the deadline, but shall not be held responsible for delays in completion caused by events beyond its control.
Unless otherwise agreed, the Client shall meet the costs of delivering the project to the stipulated address by post or courier. The Client shall also meet the costs of interpreters’ travel time and transport fares.
The Client shall inform the Provider within 14 days of the receipt of the Output Material of any errors or omissions, and the Provider shall make any necessary changes, free of charge, within a reasonable period of time. After such time the Provider shall not be responsible for any errors or omissions.
6. Guarantees and liabilities
The Provider guarantees the Client that all Services (translation and localization services into CIS countries – Armenian language, Azerbaijan language, Belorussian language, Kazakh language, Kirghiz language, Moldavian language, Russian language, Tajik language, Turkmen language, Ukrainian language, Uzbek language, shall be provided using all reasonable care and as far as is possible, in accordance with the Order.
Where the Order is on going and the Services are provided at different times, the Client agrees to sign confirmation of receipt and satisfaction as to each part of the Order as and when delivered.
For translations, in the 24 hour period from the date of the acceptance of the Order a cancellation charge of 50% will be payable by the Client. After this time, full charges of 100% of the Order total will be payable by the Client.
Where a breach of the Terms and Conditions has taken place, either party may terminate this Agreement at any time (without limiting remedy) by giving full written notice, providing the other party has failed to rectify any breach within 30 days of the written notification.
Either party may cancel this Agreement if the other party goes into liquidation (or in the case of an individual or firm) becomes bankrupt or has a receiver or administrator appointed.
Where termination of this Agreement takes place, the Client will pay a sum proportionate to the translation and localization services already carried out by the Provider.
At all times the Source Material and Output Material remain the property of the Client (subject to any third party rights) except as provided below. The Client guarantees that at no time will the use of the Source Material, for the purposes of fulfilling the Order cause the Provider to infringe on the rights of any third party and agrees to indemnify the Provider for any losses, damages, costs and expenses whatsoever resulting from any claims relating to any such infringement.
Notwithstanding the above, the Client acknowledges the Provider as the sole and exclusive owner of all rights, title, and interest in and to all methodology, software, data and databases used in translating the Source Material, and any invention, methods, innovation, knowledge, and databases developed by the Provider in the course of translating the Source Material, including all copyrights, patent rights, know-how, and trade secrets. The Client further acknowledges that the Output Material shall remain the property (however not the risk) of the Provider until the Provider has been paid in full for the Output Materials as determined in the Order.
The Provider has the right to retain copies of the Source Material and Output Material.
The Provider agrees to ensure the confidentiality of any information supplied to the Provider by the Client save where this information is already available to the general public or where this information becomes available to the general public through no fault of the Provider.
The Client shall not at any time during or at any time in a period of six months from the completion of the Order solicit the services of any director, partner, employee, freelancer, subcontractor or contractor who has been involved in the supply of the Services specified in the Order.
Should the Client breach this non-solicitation clause, the Client will pay, notwithstanding any other Agreement made in breach, all sums actually or potentially due to the Provider under the terms of this Agreement.
At no time whatsoever shall the Provider be responsible for any changes to the Output Materials made by the Client or any third party. Nor shall the Provider be responsible for any translation or localization work carried out by any other third parties for the Client.
12. Unresolved disputes
In the case of an unresolved dispute in respect of quality, accuracy or payment, the adjudication of a court of law in Ukraine shall be used, whose decision shall be binding and final. Any costs arising from the adjudication process will be borne by the party which the court decision favoured against.
13. Changes to the Terms & Conditions
From time to time, we reserve the right to make changes to this Agreement. A prominent notice of such changes will appear on our home page for a period of no less than 30 days from the date such changes are uploaded to our website.
This Agreement shall be governed by the laws of Ukraine.
Where any individual Term or Condition or part of any Term or Condition within this Agreement is found to be invalid by a competent authority or court, any remainder of the said Term or Condition and all other Terms and Conditions within this Agreement shall remain valid.
At no time without written consent of the other party shall either party transfer or otherwise assign its rights and obligations under this Agreement to any third party.
No failure or delay by either party in the exercising of their rights under this Agreement shall be deemed to be a waiver of those rights, nor shall such actions be considered as a waiver of any future rights under this or any future agreements.