The following Terms and Conditions constitute a legally binding agreement (“The Agreement”) between you (“Client”) and Cultures Agency regarding access to and use of the culturesAgency.com website (“website”) and its associated translation services (“Services”) rendered or to be rendered by Cultures Agency. By accessing or using the website or services, you agree to be bound by these Terms and Conditions. If you do not wish to be bound by these Terms and Conditions, you should leave the website immediately. For the purposes of this Agreement,

• “Contract” means these Conditions and the Order. In the event of any conflict or variation between these Conditions and the Order these provisions shall prevail.
• “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 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.
• “Order” means an order placed by you from time to time for the Services. “Material” means the documents, files, materials and works provided by you for the purposes of carrying out the Services.
• “Services” means the provision of Translated Works or other services performed by us for you as set out in the Order. “Conditions” means these Conditions.
• “Translated Works” means the documents, files, materials and works translated and produced from the Material in accordance with your instructions and provided by us to you.
• “You, your” means the company, firm, body or person to whom we are supplying the Services as set out in the Order.
• “Source Material(s)” shall mean any electronic or other files that the Client transmits to Cultures Agency using the website that are intended to be the subject of services hereunder.
• The final translated version of the Source Material(s) shall be referred to as “Deliverable” or “Deliverables”
• “Confidential Information” means information (in the form of documents, records, books, data and without limitation any other form) that you disclose to us in connection with the Services and which you specify is confidential information.

1. OUR RESPONSIBILITY AND LIABILITY

1.1 The services are provided on an “as is” and “as available” basis and without any other warranties of any kind, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, or no infringement of proprietary rights.

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

1.3 No claim arising out of the provision of the Services and/or the Translated Works shall be accepted unless you notify us within 30 days of delivery of the Translated Works of such claim together with full details thereof. 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.

1.4 Cultures Agency makes no representations or warranties of any kind, except as set forth above.

1.5 Cultures Agency 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 Cultures Agency, 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 Cultures Agency has been advised of the possibility of such damages by anything contained in related proposals and other documentation. Cultures Agency shall not be responsible for any loss or damage to, nor the return of, any Source Material(s). The maximum liability to the Client by Cultures Agency shall in all cases, other than those involving death or personal injury, be limited to the value of the Order.

1.6 In the event that the Client breaches this Agreement, Cultures Agency shall have the right to terminate immediately, whereupon the Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that Cultures Agency breaches this Agreement, the Client shall have the right to terminate whereupon Cultures Agency shall return to the Client all Source Material(s) and data supplied by the Client together with all Deliverables that exist as of the date of termination.

1.7 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 in clause 2, an illegal act or a safety hazard.

1.8 Cultures Agency will not be liable to correct any errors or omissions that were inherent in the original Source Material(s) and which may or may not affect the quality of the Deliverable.

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

1.10 Cultures Agency may modify these Terms and Conditions at any time.

1.11 A legally binding Contract will only come into existence when we issue a written acceptance of your Order.

1.12 The Contract will be subject to these Conditions. Any variation of the Contract must be confirmed in writing by us. Any information contained in our brochures, catalogues or other published material shall not form part of the Contract nor does it constitute any representation upon which you rely in entering into the Contract.

1.13 Our written quotations will remain open for the placing of Orders for 30 days from the quotation date. Quotations in currency other than euros are based on the rate of exchange at the quotation date. The price may be subject to revision upwards or downwards according to the prevailing rate of exchange at the date of invoice.

2. YOUR RESPONSIBILITY AND LIABILITY

2.1 It is the responsibility of the Client to select the appropriate service and category of text for the translation of the Source Material(s). Cultures Agency will not accept any responsibility if the service selected does not meet the specific requirements of the Client.

2.2 The Client represents and warrants that it owns or is licensee of the Source Material(s) and all components thereof, and that translation of the Source Material(s) and publication, distribution, sales or other use of the deliverable shall not infringe upon any copyright, trademark or patent, or other right of any third party.

2.3 The Client represents and warrants that Source Material(s) submitted to the website is/ are of good quality and free of errors or spelling mistakes.

2.4 The Client warrants not to use any device, software or routine to interfere with the proper working of the website or which may have a contaminating or detrimental effect on the website.

2.5 The Client represents and undertakes that the Material submitted does not contain anything of an obscene, blasphemous or libelous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third party.

2.6 You agree, upon demand, to indemnify us and keep us indemnified (which for the purpose of this clause includes our employees, agents and sub-contractors) against all proceedings, claims, losses, damages, costs and expenses (including legal costs on a full liability basis) arising howsoever and whatsoever directly or indirectly from:

2.6.1 the use or possession

2.6.2 the processing by us

2.6.3 any breach of warranty by us of any Material 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 Material; of any data in the provision of the Services as set out in clause 9 below; given by you in this clause 2; or of these Conditions.

2.6.4 any other breach by you

2.7 You agree that upon completion of the Contract you shall not use the Translated Works for any illegal or immoral purpose and that upon any publication by you of the published Translated Works you agree to identify us as the author of the same and we hereby notify you that we do not waive our right to object to derogatory treatment of the Translated Works.

2.8 You acknowledge that any Material which you submit to us and any Translated Works we submit 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 of your Material or our Translated Works.

2.9 All right, title and interest in and to the Source Material(s) 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 the Client. Notwithstanding the above, the Client acknowledges that Cultures Agency is the sole and exclusive owner of all right, title, and interest in and to all: methodology, information, software, and databases used in translating the Source Material(s), and inventions, methodology, innovations, know-how, and databases developed by Cultures Agency in the course of translating the Source Material(s), including any and all patent rights, copyrights, know-how, and trade secrets therein.

3. PRICE AND PAYMENT

3.1 The Client can request a translation by uploading and submitting Source Material(s) to the website or sending it by email. The charge for the translation is based on word count, category of text, language(s) and service requested. The word-count, as determined by Cultures Agency in the course of translating the Source Material(s), including any and all patent rights, copyrights, know-how, and trade secrets therein. Provided that the Deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of Cultures Agency until Cultures Agency shall have been paid in full for such Deliverables. negotiable. The word-count is clearly visible throughout the ordering process. Any changes to this word count will be communicated to the Client for approval.

3.2 All prices and rates quoted are subject to change without notice prior to formal acceptance of any Order. Cultures Agency reserves the right to charge for additional Services requested after an Order has been accepted, if, in our opinion, your material is inadequate or inaccurate or as a result of any inaccuracy or change in your instructions.

3.3 We shall invoice you for the Services and all appropriate taxes and expenses which we are required by law to collect. You shall be responsible for and shall indemnify us in respect of all and any penalties or interest on such taxes which arise howsoever and whatsoever directly or indirectly as a result of your delay in paying the same. For the avoidance of doubt our charges net of tax shall take priority over any taxes in the allocation of monies received from you.

3.4 In the event that you fail to pay any invoice in accordance with these Conditions we shall be entitled to suspend any further work on the same Order or any other Order you have placed. Such rights are without prejudice to any other remedies we may have. Property in the Translated Works shall not pass to you unless and until payment therefore (together with any applicable interest has been made in full).

3.5 The completion of the payment is due on delivery, unless a Corporate Account has been established in which case payment is due 35 days from the date of invoice. All payments shall be made without deduction or set-off.

3.6 Invoices will be raised in Euros/ USD and payment is in Euros/USD.

4. DELIVERY

4.1 The dates for delivery of the Translated Works or the performance of the Services are approximate only and time shall not in any case be of the essence. Any delay shall not entitle you to reject delivery of the Translated Works and/or performance of the Services or to repudiate the Contract.

4.2 In the event that any delay in delivery of the Translated Works or the performance of the Services is due to act of God, fire, tempest, industrial action, hostilities, governmental order or intervention or any other cause beyond our reasonable control we will advise you. In the event that such circumstances prevail for a period in excess of 3 months you will be entitled to cancel the Order by notice in writing.

4.3 The dispatch of the Translated Works (whether by post, facsimile or e-mail or to a courier) shall constitute delivery to you. The risk in the Translated Works shall pass to you on dispatch.

4.4 Times for expected receipt of the Deliverable are displayed at the time of order (Delivery Date). Cultures Agency will use its best efforts to meet these deadlines but does not accept liability for any delay in delivery. Cultures Agency reserves the right to amend the delivery date and will make all reasonable efforts to contact the Client if there is any change in the Delivery Date. Time is not the essence of any Project, and Cultures Agency’ entire liability for late delivery of any single Project to the Client, whether in contract, negligence or otherwise, is limited to an amount equal to the order value of the project.

4.5 The Client is responsible for advising Cultures Agency in writing in advance if the due date for delivery of any Project is critical in terms of any consequences to the Client if delivery were late. Cultures Agency reserves the right to decline any Project in such circumstances. The Client is also responsible for reviewing translated material to check for errors that may have safety critical implications or that would cause other significant losses for the Client. The Client should perform its own quality review in such circumstances and should insure itself against any liability arising from errors. Cultures Agency’s only duty and liability in the event of any errors in a translation is to correct such errors within a reasonable time.

5. INTELLECTUAL PROPERTY

Subject to payment in full of our charges in respect of the Translated Works and/or the services all Intellectual Property Rights (including but not limited to copyright) in 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 Material and the Translated Works for the duration of the Contract and for the purposes of providing the Services to you.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 We agree not disclose any Confidential Information that you provide to us save:

6.1.1 where required to do so by law or any regulatory authority in which case we will notify you of the same;

6.1.2 where such disclosure is to our personnel and sub-contractors strictly for the purpose of performing the Services in which case we will convey the obligation of confidentiality in this clause to such personnel and subcontractors and will use all reasonable endeavors to ensure that such persons do not make any disclosure other than is permitted by this clause 6.

6.2 Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all times comply with relevant provisions of the Data Protection Acts. We acknowledge that if we are required to process any data in the course of providing the Services we shall do so only on your instructions.

7. TERMINATION

7.1 If you cancel, reduce in scope or frustrate (by an act or omission on your part of any third party relied upon by you) the Contract, the full price for the Contract shall remain payable.

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

7.2.1 you commit a material

7.2.2 you may make breach of the Contract and, in the case of such a breach being capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice requiring you to do so; any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order to 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.

7.3 Termination of the Contract shall not prejudice any rights or remedies that may have accrued to either party.

8. DISPUTE RESOLUTION

8.1 If any dispute arises between the parties in respect of any Contract, then such dispute shall at the request of either party be referred to a person agreed between the parties.

8.2 Such a person shall be appointed to act as an expert and not as an arbitrator and the decision of that person shall be final and binding.

8.3 The cost of such an expert shall be borne equally by the parties, unless such expert otherwise directs.

9. MISCELLANEOUS

9.1 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission. Any notice or document shall be deemed served if posted, 48 hours after posting; and if sent by facsimile transmission (or e-mail), at the time of transmission subject to proof of confirmed transmission.

9.2 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.

9.3 If any provision of these Conditions is or becomes invalid or unenforceable it will be severed from the rest of these Conditions so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of these Conditions shall be rendered invalid, unenforceable or be otherwise affected.

9.4 A person who is not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) to enforce any term of these Conditions.

9.5 All disclaimers, indemnities and exclusions in the Agreement shall survive termination for any reason.

9.6 If any part of these Terms and Conditions is held to be unlawful, invalid or unenforceable, that part shall be deemed severed and the validity and enforceability of the remaining Terms and Conditions shall not be affected.