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Terms & Conditions

1. Interpretation

1.1 ‘General Terms and Conditions' means these standard terms and conditions as set out below.

1.2 The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.

1.3 References to 'documents', 'records', 'books' and 'data' shall include information contained in computer programs, disks, records or any other machine readable form or records kept other than in a legible form, but capable of being produced into a legible form.

1.4 The word ‘including' shall be understood to mean 'including without limitation' and the word 'includes' shall be understood to mean 'includes without limitation'.

1.5 'We, us, our,' as appearing herein or referred herein means M/s Total Language Solutions Pvt. Ltd. Having registered office at 18/35, Basant Nagar, Bagh Kare Khan, Near Pratap Nagar Metro Station, New Delhi – 110 007 and branch office at A-93, 1st Floor, Radha Krishnan Lane, Kaushambi, Ghaziabad, U.P. – 201 010.

1.6 'You, your' as appearing herein or referred herein means  (client/customer) to whom we are supplying the Services and / or the Work Products.

1.7 'Services' means language translation services performed by us for you.

1.8 ‘Confidential Information' means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.

1.9 'Intellectual Property Rights' means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information, Translation Memory and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.

1.10 'Original Works' means the documents, files, materials and works provided by you through e-mail for the purposes of carrying out the Services.

1.11  'Purchase Order' means an order issued by you to us through e-mail for Services from time to time.

1.12 'Translated Works' means the documents, files, materials and works translated and produced from the Original Works in accordance with your instructions and provided to you by us.

1.13 ‘Contract Price’ describes total price remitted by you to us for the Services as delineated in our price quotation.

1.14 ‘Work Products’ means all the products and/or Services supplied by us.

1.15 “Mode of Communication”: The e-mail shall be the mode of communication between the parties.

1.16  “Delivery” for the purposes of the Contract means forwarding of translated work through e-mail for the purpose of transmission to you.

2. General

2.1 Quotations are not binding on us and shall be construed as invitation to offer and a Contract will only come into being only when we issue a written confirmation of acceptance of your Purchase Order and full payment is being made by you in advance against delivering of translation services by us.

2.2 Parties herein shall use e-mail for the purpose of forwarding price quotation, purchase order, original works, Translated Work etc. The electronic mail shall be the mode of communication between the parties.

2.2 The Contract will be subject to these General Terms and Conditions. All Terms and Conditions appearing or referred to in the Purchase Order, or otherwise stipulated by you, shall have no effect. Any variation of the Contract must be confirmed in writing by us.

2.3 Our written quotations are given on the basis that the terms quoted will remain open for the placing of purchase orders for 15 days from the date of the quotation.

2.4 Quotations are given on the basis of your description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.

2.5. Information provided in our brochures, catalogues or other published material is a general description only and does not form part of the Contract.

2.6 The purchase order once accepted by us will not stand cancelled impromptu by you or your authorized representatives under whatever conditions except on the condition that you will fully indemnify us in full against all monetary loss (while also include loss of profit/gain), costs (which also includes implied costs of all labour and materials used), damages interalia by us standing due as regard to cancellation.

2.6 These Terms and Conditions apply to all Services provided to you unless otherwise agreed between the parties in writing.

3. Price and Payment

3.1 Price against delivering translation Services will be as presented in our Service quotation.

3.2 The price quote is exclusive of value added tax and any other applicable taxes and duties, which you shall be additionally liable to remit to us. We shall invoice you for all appropriate taxes and expenses which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes.

3.3 The entire payment against delivering translation services shall be made by you in advance.

3.4 For all domestic clients, we accept payments through electronic transfer to our bank account without deduction or set-off of bank charges or by Demand Draft whereas for International client we accept bank transfers only.

3.5 The contract between the parties will come into being only once we issue a written confirmation of acceptance of your Purchase Order and full payment is being made by you in advance against delivering of translation services by us.

4. Delivery

4.1 The dates for delivery of the Translated Works, or the dates for   carrying out the Services, are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract.

4.2 We make sure to adhere to estimated delivery schedule as delineated in the quotation. However, we holds no firm accountability; whatsoever, financial or otherwise, in wake of mentioned estimated delivery schedule is not achieved.

4.3 We will not reimburse you in respect of any delay payments or other penalties or damages for which you might become liable to any third party, in wake of any delays or failures by us, irrespective of the fact that we were award about your potential liability to pay the same.

4.4 We will take due initiative to apprise you of any delay in estimated delivery schedule, and will also propose a revised estimated delivery schedule to you.

4.5 In case of reasons of delays, other than those covered in Clause 10 titled Force Majeure, you decide to terminate the Contract it shall be obligatory for you, within 7 days of the date of receipt of information about delay in delivery schedule by us, to make known to us in writing about your intention to terminate the contract entered with us. In case you decide to terminate the contract we will return the balance amount after deducting all costs and expenses incurred by us until termination of date of contract. In such case, we shall be having sole authority to decide the amount towards cost and expenses incurred by us towards execution of contract till the date of termination of contract and you shall not have any right to challenge such amount deducted by us. However, you will not be entitled to any interest on the balance amount returned by us to you as per this clause or under any of the clause(s) of this agreement.

4.6 Any revision proposed by you to the estimated delivery schedule shall be by mutual written consent of parties to the contract.

4.7 You are also responsible for making all the necessary arrangements, at your own cost, for the delivery to and collection from us, or making available any physical items to us delineated in the contract.

4.8 We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, internet failure, an act of God, fire, inclement or exceptional weather conditions, industrial action, internet failure, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.

4.9 The e-mail shall be the mode of communication between the parties. Translated work shall be forwarded to you through electronic mail only.  Forwarding of translated work through e-mail for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the Translated Works shall pass to you at the time of sending e-mail to you.

4.10 We may deliver by installments in such quantities as we may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle the you to cancel any subsequent installments or repudiate this contract as a whole.

5. Our Responsibility and Liability

5.1 The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.

5.2 We shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the Translated Works and perform the Services.

5.3 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated unless expressly set out in the Contract.

5.4 We do not warrant that the Translated Works will meet your specific requirements and, unless otherwise agreed, we do not warrant that the operation of any Translated Works sent to you will be uninterrupted or error free. Furthermore, we do not warrant that or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise.

5.5 You acknowledge that any Original Works and Translated Works submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Translated Works.

5.6 Our liability to you in respect of the provision of the Services and / or the Translated Works shall be limited as follows:

5.6.1 We shall not be liable for any loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, augmentation of cost/expenses and or any other indirect or consequential loss or damage or any special, direct, indirect, and / or recurrent/non-recurrent consequential damages of any sort whatsoever occurring directly or indirectly while delivering the Services or any defect or error therein or due to performance, non-performance or delayed performance by us under the Contract.

5.6.2 Our entire liability to you under the Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to us by you under the Contract to which any claim relates.

5.7 You must notify us within 7 days of delivery of the Translated Works of any claim arising out of the provision of the Services and /or the Translated Works, together with full details of such Claim. In any event, we shall not be liable to you if you fail to notify us of any Claim within 7 days from the date of delivery of the Translated Works. Even otherwise, Our entire liability to you under the Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to us by you under the Contract to which any claim relates.

6.  Translation defect

6.1 You must notify us within 7 days of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, at which point our liability will be no more than to rectify any such alleged inaccuracies, that we feel to be justified, to our satisfaction. At no time will such allegations delay payment.

6.2 We holds no responsibility and liability whatsoever under any possible or impossible circumstances in wake of any error or defect emanating in any services , or the repercussions thereof, and also dispenses no warranty/guarantee in this respect thereof.

6.3 In case you independently carries out translation service for and on behalf of any third party or else communicates translation service to any third party, then you shall be wholly and solely liable to  such third party for any possible defect or error for dispensing Translation Services and furthermore, you will indemnify us against all loss, actions, claims costs and liabilities of any time which we might be imminent under any law or laid in statute against any loss, damage, personal injury or death undergone by a third party for any other unknown reasons or any error or defect in Translation Services or any other consequences in case of such error or defect.

7.  Your Responsibility and Liability

7.1 You warrant, represent and undertake that the materials submitted by you shall not contain anything of an obscene, blasphemous or libelous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties. In the event of your breach under this clause, you agree to indemnify us and keep us indemnified from all losses,  damages, cost and expenses of whatever nature suffered by us due to breach on your part.

7.2 You agree, upon demand, to indemnify us (which for the purposes of this clause includes our employees, agents and sub-contractors), and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by us to the extent that the same are caused by or related to:

7.2.1 The use or possession by us of any of the Original Works or materials provided by you in relation to the provision of the Services, including the breach of any Intellectual Property Rights of any third party in or to any such Original Works or materials.

7.2.2 Any other breach by you of these Terms and Conditions.

7.3. In the event you require us to provide the Services on your premises, or any other premises designated by you, you shall:

7.3.1 Assign members of staff with suitable skill and experience to be responsible for our activities.

7.3.2 Provide such access to premises, interpretation systems and other facilities which may be reasonably required by us.

7.3.3 Provide such information as may be required by us to carry out the Services and ensure all such information is correct and accurate.

7.3.4 Ensure that all necessary safety and security precautions are in place at your premise

7.3.5 We shall be entitled to charge you for any additional costs and expenses which we may incur as a result of any hazardous conditions or material encountered at your premises.

7.4 We shall not be obliged to continue to perform the Services where we consider, at our sole discretion, this would constitute a breach of warranty given by you under this Clause 7 or an illegal act or a safety hazard.

8.  Intellectual Property

8.1 All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and the Translated Works shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us (and our sub-contractors) a license to store and use the Original Works and the Translated Works for the duration of the Contract and for the purposes of providing the Services to you.

9. Confidentiality

9.1 Save as necessary in order for us to provide the Services neither party may use any of the other party's Confidential Information.

9.2 Save as hereinabove neither party may disclose to any other person any of the other party's Confidential Information.

9.3 Either party may disclose the Confidential Information of the other:

9.3.1 When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:

9.3.1.1 Promptly notifies the owner of any such requirement; and

9.3.1.2 Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.

9.3.2 To its (or any of its associated company's) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:

9.3.2.1 Is informed of the obligations of confidentiality under these Terms and Conditions; and

9.3.2.2 Complies with those obligations as if they were bound by them.

9.4 The obligation of confidentiality contained within this clause 9 shall survive termination of the Contract howsoever caused.

10.  Force Majeure

10.1 We are not liable for delays caused in work, or any supposed failure to consummate its obligations as delineated in Contract due to fire, industrial action or dispute, sickness, Reframing/Restructuring Government Policies, performance or non-delivery or non-performance by suppliers or subcontractors, internet failure, an act of God, fire, accident or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature or any other perceptible / Non-Perceptible occurrence, and beyond the reason known to us.

10.2 We holds complete right to expand estimated delivery schedule by a time sufficient to judge accurately on the events occuring as mentioned in this Clause 10. Upon such expansion of estimated delivery schedule exceeding period of six months, the Client may, terminate the contract forthwith without any liability to us in accordance with Clause 4.5 of this agreement.

11. Termination

11.1 If you subsequently cancel, reduce in scope or frustrate (by an act or omission on your part, or any third party relied upon by you) the Contract, we will return the balance amount, if any, to you after deducting the cost & expenses incurred by us till the date of termination of contract. Any Original Works provided to us, and Translated Works completed by us, under the Contract shall be made available to you on termination of the Contract. However, you will not be entitled to any interest on the balance amount returned by us to you as per this clause or under any of the clause(s) of this agreement.

11.2 We shall be entitled to terminate the Contract immediately by written notice to you if:

11.2.1 You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied,

11.2.2 You make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.

11.2.3 Any material or documentation related to translation services purely considered at our entire discretion and understood as defamatory, libelous, malicious, obscene, or to breach the intellectual property rights of any third party, or to be against the law, irrespective of nature of breach.

11.3   In case of termination of contract by us in accordance with Clause 11.2 we will return the balance amount, if any, after  deducting the cost & expenses incurred by us till the date of termination of contract. However, you will not be entitled to claim any interest on the balance amount, if any, returned by us as per this clause or any other clause of this agreement.

11.4   You shall assure and indemnify us against all possible/impossible loss, action, costs, claims, demands, expenses and liabilities whatsoever, if any, which we may incur either under any law in respect of personal injury to or the death of any person or in respect of any loss or destruction of or damage to property which shall have occurred in connection with the translation services.

11.5 You shall assure and indemnify us against all possible/impossible loss, costs, expenses and liabilities caused to us whether directly, or as a result of the action, claim or demand of any third party, by reason of any breach and any terms or obligations on the your part, besides other statute or statutory provision relevant to Translation Services covered.

12. Entire contract and applicable law

12.1 This Contract includes the whole Contract between the Parties herein   and which further includes the subject matter, date and other terms and conditions delineated in the contract. You also fully acknowledges the terms and conditions of the contract and  is by no means induced to sign or enter into the contract by us.

12.2 Each Party entering into contract agrees to all the terms and conditions listed in   the contract.

12.3 The interpretation, construction, effect and enforceability of this Contract shall be applicable and governed by and construed in all respect in accordance with Indian Law and the parties hereby submit to the exclusive jurisdiction of  Delhi Courts only.

12.4 In case of any dispute arising out of this agreement the Courts of Delhi alone shall have jurisdiction to entertain said dispute between the parties.

13.  Notices

13.1 The notices will be in writing and in any electronic formats, facsimile etc.  With regard to notices received via snail mails shall tantamount to serve two working days after the date of posting. Besides, any notice sent via e mail/facsimile and other electronic media shall tantamount to serve at the time of transmission.

13.2 Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.

14. Miscellaneous

14.1 Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion, internet failure or civil commotion or occurrence of any event mentioned in Force Majeure Clause.

14.2 We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Contract.

14.3 Any notice or other communication to be given under these conditions must be in writing and should be delivered or sent by e-mail only. Any notice or document sent by e-mail shall be deemed to be served at the time of transmission.

14.4 No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.5 If any provision of these Terms and Conditions is or becomes invalid / illegal or unenforceable  under Indian Law it shall not hold to form part of this contract. However, the remaining terms and conditions of the contract shall remain unaffected and shall remain binding on the parties.

14.6 The words used in the context as singular shall also mean all the plural words, and the gender would include and mean both the genders.