These Terms and Conditions constitute a legally binding agreement between the Client and IMEX International Investments Limited regarding services rendered or to be rendered by IMEX International Investments Limited. In the event of conflict with any service, 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 "IMEX International Investments Limited" "IMEX" " IMEX Translation " means IMEX International Investments Limited.
1.2 "Client" means the individual or business entity that executes this contract.
1.3 "Source Material(s)" means the documents, materials, and other items furnished to IMEX International Investments Limited for translation or other works hereunder.
1.4 "Deliverable(s)" means the final, translated version of the Source Materials.
1.5 "Translation" means a written communication in a second language having the same meaning as the written communication in a first language. Translation is an activity comprising the interpretation of the meaning of a text in one language-the source text-and the production of a new, equivalent text in another language-called the target text, or the translation.
1.6 "Interpreting" means interpreting (or interpretation) is an activity that consists of establishing, either simultaneously or consecutively, oral or gestural communications between two or more speakers who are not speaking (or signing) the same language. The process of facilitating oral communication from one language to another. It is performed by an interpreter.
IMEX International Investments Limited reserves the right to adjust pricing and/or delivery estimates upon receipt or deliverance of the service and evaluation of the final Source Materials to be translated or interpreted. Invoicing will be according to the estimates or quotations submitted.
Following completion and submission of the Service Order Form by the client via fax or post, IMEX International Investments Limited will start processing the translation / interpreting service. IMEX International Investments Limited may send the Service Order Form to the clients via fax, email or post. No contract shall arise until such confirmation is given by the client and received and accepted by IMEX International Investments Limited unless the client makes the relevant payment in advance successfully. Each order when accepted constitutes a separate contract. Any acknowledgement requesting confirmation of the order will remain open for confirmation for 30 days and will thereafter lapse unless stated in writing.
4. CLIENT SPECIFICATIONS/ ASSISTANCE
IMEX International Investments Limited will translate or interpret specialized terms by their usual and conventional meanings, and otherwise make decisions based on IMEX International Investments Limited's standard production procedures as defined in our Quality Process. All Source Materials and other proceedings must be legible and should be delivered to IMEX International Investments Limited in such format(s) and such time as IMEX International Investments Limited shall specify. IMEX International Investments Limited shall not be responsible for delay in delivery due to failure to deliver any Source Materials in a timely manner or proper format, or for Client to carry out agreed reviews or other agreed procedures.
5. MODIFICATIONS/ADDITIONS TO SOURCE MATERIALS/ OR OTHER ADVISORY (INTERPRETING)
All modifications or additions to the Source Materials or further advisory on subject will be submitted or communicated to IMEX International Investments Limited. A language translation clearly must indicate changes and where they occur in relation to the previously submitted copy. An interpreting service however should comprise at the moment of interpreting/ communicating. An establishment of full certainty of the interpreters professionalism, who is indeed specialist in the topic or the subject matter. A source of full materials/ advisory and other reference shall be used during the process of interpreting if appropriate. Requirement for additional day of service (interpreting) and time management or scheduling will be discussed/ arranged / agreed with IMEX International Investments Limited with clear advance notification.
Pricing and scheduling for incorporation of Source Material modifications or other advisory/ or requirement for additional day of service (Interpreting) and 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. Changes to cost or schedule will be advised in advance where practical, but the submission of modifications/additions and further advisory to IMEX International Investments Limited will be accepted by all parties as agreement to carry out such chargeable work as it is required to incorporate such modifications/additions and further schedule arrangements for additional day of service (interpreting).
6. CORRECTIONS (Applied to translation only)
IMEX International Investments Limited shall correct the following errors free of charge: Outright mistranslation, omission, grammatical mistake, or non-adherence to any approved glossary or reference. IMEX International Investments Limited takes no responsibility for stylistic error where no style guides have been created by IMEX International Investments Limited or supplied by the client. The client agrees that IMEX International Investments Limited shall have no liability or obligation regarding errors in translations unless IMEX International Investments Limited receives written notification of the error(s) within five (5) working days following delivery of the Deliverable to Client. IMEX International Investments Limited's sole obligation with respect to errors shall be the obligation to correct the Deliverable at no cost to Client.
7. LIMITATION OF LIABILITY
IMEX International Investments Limited shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against the Client by any other person or entity, arising from or relating to services rendered by IMEX International Investments Limited, 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 IMEX International Investments Limited has been advised of the possibility of such damages, anything contained in related proposals and other documentation not withstanding. IMEX International Investments Limited shall not be responsible for any loss or damage to, nor the return of, any Source Materials.
8. REFUND & CANCELLATION POLICIES
If we have started processing the service you have ordered through our website, in person or over the phone, there are no refunds on any part of the fees for our services. However, if you decide to cancel the order prior to our process starts, you are entitled a refund, however, for any cancellations there will be a 20% service cancellation fee on cancelled orders to cover handling, and returning mailing costs of your documents.
IMEX International Investments Limited will not take any liabilities and consequences of the services provided. Therefor, it is our customers responsibility to choose the correct services.
9. TIME LIMITATIONS
Time shall not form the essence of any contract unless specified within a written contractual obligation agreed by both parties.
10. REPRESENTATIONS AND WARRANTIES
IMEX International Investments Limited represents and warrants that it shall perform any Language translation and interpreting Service in a manner consistent with its standard production procedures and the advisory on the targeted interpretation. Client represents and warrants (i) that it owns or is licensee of the Source Materials and all components thereof, and (ii) that translation and interpreting 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.
11. DISCLAIMER OF WARRANTY
The foregoing warranties of IMEX International Investments Limited are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. IMEX International Investments Limited 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, IMEX International Investments Limited 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 IMEX International Investments Limited breaches this Agreement, Client shall have the right to terminate whereupon IMEX International Investments Limited shall return to Client all Source Materials and data supplied by Client together with all translated product including any advisory reference for interpreting that exists as of the date of termination. 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.
13. 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 IMEX International Investments Limited 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 IMEX International Investments Limited in the course of translating the Source Materials, including any and all patent rights, copyrights, know-how, and trade secrets therein.
The Deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of IMEX International Investments Limited until IMEX International Investments Limited shall have been paid in full for such Deliverables.
The nature of the work performed and any information transmitted to IMEX International Investments Limited by Client shall be confidential. IMEX International Investments Limited 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 IMEX International Investments Limited whose job performance requires such acts. The provisions of this paragraph shall not apply to the extent IMEX International Investments Limited 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 IMEX International Investments Limited. Further details of Confidentiality policy is detailed in Confidentiality Measure.
Client shall indemnify, defend, and hold harmless IMEX International Investments Limited, 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 rights.
16. NATURE OF TRANSLATION AND INTERPRETING
16.1. A language translation or interpreting is more or less the transfer/activity of material written or communicated in one language into another (target) Language by a translator and an interpreter rigorously applying known precepts of grammar and a knowledge of the vocabulary required for the purposes of any given translation and interpretation derived from his or her own experience or from dictionaries, specialist or otherwise. Translation and interpretation is, however, to be compared with Adaptation and Copywriting in both of which to a lesser or greater extent the concepts contained in the original material are retained but the manner in which these are expressed may be discarded completely in the target language with the aim of maximising persuasiveness. IMEX International Investments Limited undertakes to use the best endeavours to produce an accurate and idiomatic translation of material to be translated and interpreted within the terms of the clause and subject to clause 15.4 below.
16.2 The translators and interpreters of IMEX International Investments Limited specialise in providing sector-specific translations and interpretations according to their translation / interpreting qualifications. Their knowledge of individual specialist sectors is confined only to a general understanding of the terms normally encountered in their translation of written material and spoken communication typical of any given specialist sector. They are not, however, qualified in any given specialist sector in the sense that they would be competent to conduct business in that sector or take any decision whatsoever which an expert working in it might be expected to be able to take on the basis of his or her professional knowledge.
16.3 In the event that a more specific knowledge of sector-specific terminology is required for the proper translation or interpretation of a particular piece of written material, for example but not by way of limitation such knowledge as would only be available to a particular Client company or organization, it cannot be assumed that a translator / interpreter of IMEX International Investments Limited possesses such knowledge. In such a case it is incumbent on the Client to provide such instruction to the translator / interpreter as may be necessary for the proper translation / interpretation of the material in the form of individual glossaries or any other aid to translation.
16.4 A translation / interpretation reflects the quality of the original written material and the initial consecutively, oral or gestural communications between two or more speakers who are not speaking (or signing) the same language. The material to be translated or interpreted where concepts are poorly expressed, where the wrong choice of language has been made, where typographical mistakes are present, where the text or communication is incomplete or factually incorrect, in all or any of these instances the same inadequacies will show up in the translation and interpretations. The translators / interpreters of IMEX International Investments Limited are not entitled to take any decisions on behalf of the Client to make such modifications as might improve the text or in instance of interpreting / communication. Language translation / Interpretation or elucidate passages of the original text / communication. IMEX International Investments Limited will not therefore accept any criticism of any translation undertaken by any one of its translators / interpreters where these considerations may be at issue.
16.5 Where a Client has specified a particular use for translation / or interpreting service and subsequently desires to use the translation / interpreting service for a purpose other than that for which it was originally supplied, the Client should obtain confirmation from IMEX International Investments Limited that the translation / interpreting service is suitable for the new purpose. IMEX International Investments Limited accepts no liability where a translation / interpreting is used for a purpose other than that for which it was originally supplied and reserves the right to make further charges for any amendments which the translation may require.
17. TERMS OF PAYMENT
Payment is due on the same day of receipt of invoice from IMEX International Investments Limited, or as specified on Sales Order. Subject to credit reference, a deposit of 50% of total order value maybe required by IMEX International Investments Limited in order to process the requested services. Orders are subject to credit checks or obtaining references at our discretion. Late payments will be subject to added interest. Where payments are made via electronic transfer IMEX International Investments Limited will not cover costs of a third party.
This Agreement shall be governed by, enforced and construed in accordance with the laws of England and Wales.
The Service Terms and Conditions are subject to change at the discretions of "IMEX International Investments Limited".