General Terms of Service
1 General
1.1 These General Terms of Service ("Terms") apply to any current and future legal relationship between you, the customer (hereby referred to as “you”, “your” or “Customer”) and PLT Limited (hereby referred to as “PLT”, "we", "us" or "our"), and any translation services we provide to you (“Services”). If there is inconsistency between these Terms and your standard terms and conditions, then unless otherwise approved by us in writing, these Terms shall prevail.
1.2 If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind the legal entity to these Terms, in which case the terms “you”, “your” or “Customer” shall refer to that entity.
1.3 We are entitled to change these Terms from time to time, in which case we will notify you of the amended Terms. Our relationship with you is governed by New Zealand law and the courts of New Zealand have exclusive jurisdiction.
2 Quotations, conclusion of contracts
2.1 General quotations and estimates provided by us shall not entail any commitment.
2.2 We may at any time revoke or change prices and dates of delivery quoted if we have not had the opportunity, prior to quoting such details, to view the entire text to be translated or edited. Your oral or written acceptance of the quotation submitted by us, or if no quotation is submitted, confirmation in writing of an order placed by you shall constitute a binding contract.
2.3 We may consider as you or any person or entity that has placed an order with us as our Customer, unless such person or entity explicitly states that they are acting on the instructions, on behalf and at the expense of a third party, whose name and address shall be disclosed to us at the same time.
2.4 Any reasonable doubt on the part of your ability to pay for our Services shall entitle us to require you to provide sufficient security (such as a deposit) before we commence or continue to execute an order.
3 Customer materials
3.1 You are responsible for providing the source content for translation, and any guidelines, glossary and other materials that are required to be adhered to in providing the Services (“Customer Materials”). PLT may make recommendations on which source materials and in what format to provide source materials, but ultimately the quality of the results will depend on the clarity, accuracy, and comprehensiveness of the Customer’s source materials and instructions provided.
4 Changes to or cancellation of orders
4.1 Unless otherwise agreed by us in writing, any major changes you wish to make to an order or to the Customer Materials after a contract has been concluded shall entitle us to either modify the price and/or the date of delivery agreed or to refuse to execute the order. In the latter case, you shall be required to pay for the work already performed, and the provisions stipulated in clause 4.3 shall apply.
4.2 Cancellation of an order by you requires you to pay in full for the work we have already performed with respect to that order and, where appropriate, to pay compensation on the basis of an hourly rate for time spent on research for that part of the work not performed. We shall make the work performed available to you at your written request, but shall accept no responsibility for its quality.
4.3 If we have earmarked time for executing an order that has been cancelled, we may charge you 50% of the agreed price for that part of the work not performed.
5 Payment
5.1 Any payment to us for our Services must be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law.
6 Execution and delivery of Services
6.1 We undertake to carry out orders to the best of our ability, bringing to bear sufficient professional know-how to meet the purpose specified by you for the Customer Materials to be translated or edited by us.
6.2 We will provide you with an estimated time for Service completion and use all reasonable endeavours to complete the agreed Services within the estimated timeframe.
6.3 For the purposes of these Terms, completion of our Services will occur at the point in time when the content translated from the Customer Materials (“Output”) is sent to the email address or physical address you have specified in your order (whichever occurs earlier).
6.4 Notwithstanding clause 6.2, we cannot guarantee an exact delivery time. We will email you when the Output is ready for your review. 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.
7 Approval or Rejection
7.1 Due to the nature of language translation, errors in translations will inevitably occur. Upon deliver of the Output, you may, within 5 working days from such delivery, request revisions to be made to the Output if you reasonably determine that the Output manifests errors or inaccuracies. We will make the requested revisions free of charge, provided that your requests are reasonable and do not arise as a result of any errors, inaccuracies, or misleading content contained in the Customer Materials that you have originally provided us.
7.2 If you have communicated acceptance of the Output, or fail to request any revisions within 5 working days from date of delivery of the Output, then you are deemed to have accepted the Output and no revisions or refunds will be provided by us.
8 Intellectual property
8.1 All intellectual property rights in the Output will be assigned to the you upon your acceptance of the Output and compliance with these Terms.
8.2 In order to provide you and our other customers the best possible translation and language services, we (and those we work with) may use your Customer Materials and Output to generally improve the Services (for example, fine tune our turn around time estimates, or improve machine translation and machine learning systems) and develop new products or services ourselves or in partnership with third parties. If we do this, we never make your Customer Materials or Output publicly available.
9 Confidentiality
9.1 Unless expressly requested in an order, you are solely responsible for editing or removing any confidential or personally identifiable information in the Customer Materials if you do not wish to disclose that information.
9.2 We will keep any information provided by you strictly confidential and not disclose such information to any third party other than:a as required by law;b to third party contractors or service providers to assist us in providing the Services, if they undertake to keep the information disclosed confidential;c to our professional advisors, bankers, financial advisers, and financiers, if those persons undertake to keep the information disclosed confidential;d to our employees in connection with the performance of the Services; ore in good faith and in proper furtherance of the objects of these Terms.
9.3 We will require our employees to observe the confidentiality provisions contained in these Terms, provided that we shall not be liable for any breach of confidentiality by our employees if we can sufficiently demonstrate that we were unable to prevent the same.
9.4 Unless explicitly agreed otherwise, we are entitled to contract third parties to carry out the order (in full or in part), without prejudice to the our responsibility for the confidential treatment and proper execution of the order or the Customer Materials. We shall require any such third party to observe the confidentiality provisions contained in these Terms. However, we shall not be liable for any breach of confidentiality by such third parties if we can sufficiently demonstrate that we were unable to prevent the same.
10 Customer warranties
10.1 You represent and warrant that you have all necessary right, title, and interest in the Customer Materials, and that the Customer Materials will not and do not infringe or violate any third party’s rights, do not violate any law, and do not contain any offensive or unacceptable content.
11 Limitation of liability
11.1 You agree to review any Output before making such content public, and you expressly agree that PLT will not have any liability or indemnity obligations to you based on the Output if you fail to do so.
11.2 Our liability to you arising or in connection with the provision of the Services will be limited to correcting the errors or providing refund. In no event shall either party be liable for any indirect, incidental, special or consequential damages, or damages for lost profits or loss of business, however caused and under any theory of liability, whether based in contract, tort (including negligence) or other theory of liability, regardless of whether either party was advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy. In no event will our liability under these Terms exceed the amount paid by you to PLT during the 12 months period before the event giving rise to such liability.
11.3 You agree to indemnify us, our affiliates, current and past directors, officers, employees and contractors from and against any and all claims, taxes, losses, damages, liabilities, judgments, settlements, costs and expenses, including any legal fees, arising directly or indirectly from or in connection with the Customer’s:
a breach of any of its representations, warranties or obligations under these Terms;
b negligent, reckless or intentionally wrongful act or by its assistants, employees, contractors or agents; and
c failure to perform its obligations or exercise its rights in accordance with all applicable laws, rules and regulations.
12 General
12.1 Non waiver: All rights, powers and remedies of either party whether under these Terms or at law or in equity shall remain in full force notwithstanding any neglect, forbearance, or delay in the enforcement thereof. No party shall be deemed to have waived such term or condition or any right, power or remedy unless such waiver shall be in writing, and any such waiver shall, unless the contrary shall be expressly stated, apply to and operate only in a particular transaction, dealing or matter.
12.2 Relationship: The parties to these Terms shall act as independent contractors in the performance of their obligations under these Terms. The relationship between the parties shall not be deemed to be an employment relationship, partnership or joint venture, and neither party shall act as agent for, or be able to take any action to legally bind, the other party for purpose whatsoever.
12.3 Governing law and jurisdiction: These Terms shall be governed by New Zealand law. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.
12.4 Severance: To the greatest extent possible by law, if any provision in these Terms is found by a court of competent jurisdiction to be void or unenforceable, that provision shall be modified as necessary to conform to the laws or, if the modification would destroy the intent of the parties, then that provision shall be severed and the Terms shall be interpreted without reference to that provision.