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Definitions
Agreement
Orders
Estimates and Quotations
The Contract Price
quoted generally shall be based upon Indy Translations’ prevailing
rate sheet in effect as of the date of the Agreement (the “Rate
Sheet”), subject to adjustments as may be determined necessary by Indy
Translations taking into account the special circumstances,
specifications, requirements and nature of the work to be performed.
Rates for translation vary in accordance with the language
combination, the degree of difficulty of the subject matter(s),
legibility, special project conditions and deadlines. Rates for
written translations may be based on the word count of the foreign
language(s) or English and/or hourly rates or our published minimum
fees depending on the nature and subject matter of the material, its
layout, electronic preparation, legibility, client review procedures,
proofreading and certification requirements prior to typesetting,
publication or A/V post-production as is applicable. Certain texts,
such as advertising copy or slogans, necessitate special fee
structures and higher minimum fees than simple texts as indicated on
the Rate Sheet.
Editing, proofreading and consulting services
are based on hourly rates. Interpreter rates are billed in whole hour
increments, with 2-hour minimums. Simultaneous interpretation is
billed in whole-day increments and requires two interpreters per
language. Voice-over talent and production monitors are billed in half
hour increments.
If, as agreed to by Indy Translations, a
discount rate has been granted to the Client, Client must make payment
in full within 30 days from the date of the invoice issued by Indy
Translations. If payment is not made within this time period, then the
discounts shall become null and void, and Client shall pay Indy
Translations the standard rate for the project.
Indy Translations
shall receive payment directly from the Client for services rendered.
Client shall not be permitted to delegate payment of the invoice
issued by Indy Translations to any third parties which may have been
directly or indirectly involved in the project. No payment by third
parties for services rendered by Indy Translations to Client shall be
accepted without Indy Translations’ prior written agreement.
Oral estimates shall not be deemed binding until approved in writing by an authorized employee or agent of Indy Translations. „Sight unseen“ materials are only quoted „in the range of“. Such estimates shall not be binding and are offered only for the customer’s convenience. Written quotations are valid for 60 days from the date of issue thereof. The Rate Sheet, and all rates, are subject to change from time to time, without notice. All estimates are exclusive of shipping, long-distance phone calls made on the Client’s behalf and taxes where applicable, as well as any other similar expenses, which shall be separately due and payable by the Client.
Reimbursable Expenses for Delivery and Shipping
Payment Terms
Client Proofs, Client Approval and Revisions
Client agrees to
promptly review Indy Translations’ work upon receipt thereof and to
notify Indy Translations within 30 days of any desired revisions. Indy
Translations agrees to rectify true errors or omissions without charge
during this 30 day period. Failure to raise an objection within this
30 day period shall be considered as approval of the work as
delivered. All changes suggested by the Client other than
non-subjective errors or omissions may be subject to AA (as defined
below) charges. If a Client waives their right to select, screen,
audition or otherwise choose a voice talent for an A/V recording, then
the Client thereby expressly authorizes Indy Translations to select
and hire such voice talent, and Indy Translations shall under no
circumstances be held responsible for any subsequent Client approval
or disapproval for its selection. Indy Translations shall not be
responsible for alterations to Indy Translations’ work made by any
other person acting on behalf of the Client.
Employees & Subcontractors: Non-Circumvention of
Indy Translations
Copyrights
Cancellation Policy Without exception, Orders for consecutive interpreters, voice-over talent, production monitors and any associated or necessary audio or video recording facility shall be subject to a cancellation notice period of at least 24 hours (excluding weekend hours) prior to the earliest time and date set for such work. In the event of such a cancellation, without giving the required notice, the cancellation fee shall not be less than 100% of the minimum fee for the service contracted as published in the Rate Sheet, plus all costs, expenses and Disbursements incurred in connection with the Order. In the event of any cancellation, Client shall be responsible for and shall pay all expenses incurred in connection with the Order or as a consequence of such cancellation, including without limitation any and all Disbursements, additional fees, or additional charges incurred to any audio or video recording facility booked by Indy Translations for that specific project, whether as a consequence of such facility’s cancellation or booking policies otherwise. All simultaneous conference interpreting assignments require prior confirmation and deposits and are subject to the special terms and conditions set forth in our Simultaneous Interpreting Agreement.
Limitation of Liability
Indy Translations makes no warranties of any
kind, expressed or implied, including without limitation any
warranties of merchantability, fitness for a particular purpose, or
otherwise, except only for such written certification, if any, as Indy
Translations may deliver to Client at the time of delivery of the
work. Indy Translations shall be under no obligation to give any such
certification unless, and except only to the extent, as specifically
agreed in the written confirmation of Order delivered by Indy
Translations to the Client.
Client shall indicate the purpose for which the
work supplied by Indy Translations will be used. If the client uses
such work for purposes other than it was intended and indicated, and
the work commissioned was not approved by Indy Translations in writing
for this new and redefined use, then Client shall indemnify and hold
Indy Translations harmless from and against any claims, losses, causes
of action or damages of any kind, whether direct or indirect,
incidental, or consequential, arising or alleged to arise from this
work or such use of the work.
Indy Translations
shall under no circumstances be liable for any losses, claims, causes
of action, expenses, judgments, or damages of any nature or kind,
including without limitation special, direct, indirect, incidental or
consequential damages (collectively the “Claims”), exceeding the
lesser of the Contract Price or the replacement value of the work
performed by Indy Translations, whether such alleged Claims may be due
to dispute, inadequate guidelines, faulty specifications, failure to
respond to inquiries, negligence, scheduling, third party service
provider failure, wars, riots, acts of God or nature, or any other
cause.
Translations performed on a rush basis may
preclude editing and proofreading that would otherwise be considered
prudent. Under such circumstances, Client agrees to indemnify and hold
Indy Translations harmless against the full amount of any and all
Claims arising out of or in connection with such rush services.
Client represents and warrants that all (i)
Client owns or has obtained all necessary rights, title and interest,
in and to the material to be translated or otherwise worked on by Indy
Translations, including and without limitation all applicable
copyrights, trademarks or service marks, or licenses thereunder, with
respect to written materials or designs; the rights and titles for
film and audio productions; and any necessary patent rights or license
thereunder with respect to technical materials, and that (ii) neither
the translation, interpreting nor other service to be performed by
Indy Translations with respect to such materials, or any copying in
connection therewith, will infringe or otherwise violate the rights of
any third parties. Client shall indemnify and hold Indy Translations
harmless from and against (a) any Claims of any person or entity
arising in connection with any challenge to Client’s rights to, or use
of, the materials, any allegation or infringement or violation of a
third party’s rights, or any other circumstances calling into question
the accuracy and truth of Client’s representations and warranties
above, whether or not such challenge or allegations are ultimately
successful in legal proceedings, and (b) any and all costs, expenses,
attorney’s fees and disbursements, losses and damages of any kind
incurred by Indy Translations as a consequence of or in connection
with such Claim, whether or not Indy Translations was named as a party
to any action or proceeding in connection therewith.
Client shall
indemnify and hold Indy Translations harmless from and against any and
all Claims arising in connection with any illegal or libelous matter
translated, printed, recorded or otherwise processed by Indy
Translations on behalf of the Client, and/or any infringement or
alleged infringement or violation of third party rights, including
without limitation with respect to any trademarks, service marks,
copyrights, patents, designs, trade secrets, or materials or
information alleged to be of a confidential or proprietary nature.
Confidentiality Right to Refuse Work
The Company shall not be required to translate
any matter which in its opinion is or may be of an illegal or libelous
nature. Where copyright exists in texts to be translated by Indy
Translation, the Client warrants that it has obtained all consents
necessary for such translation to be made.
Jurisdiction |
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