This Agreement, including these terms and conditions (Terms), constitutes a legally binding agreement between the Client and Toppan Digital Language regarding access to and use of the Toppan Digital Language.com website or any other website operated by Toppan Digital Language (Website) and its translation and any other services provided by Toppan Digital Language (Services).
This Agreement, together with any Order (as defined below) that has been accepted by Toppan Digital Language, constitute the whole agreement between the parties, except where the parties have otherwise specifically agreed in writing.
For the purposes of these Terms, the following words and expressions shall bear the meanings shown:
Client Material(s) means any document or other materials, whether in the form of hard copies, faxes or electronic or other files that the Client transmits or otherwise provides to Toppan Digital Language, using the Website or other means of communication, that are intended to be the subject of Services hereunder.
Order means each order or formal request by the Client for the provision of Services.
Translation(s) means the Client Material(s) as translated by Toppan Digital Language into the language(s) specified by the Client.
References in these Terms to Toppan Digital Language shall, unless the context otherwise requires, be deemed to include subsidiaries of Toppan Digital Language, which contracts for itself and as agent for such subsidiaries for the purposes of these Terms.
- The charge for Translation(s) is based on word-count, language(s) or language combinations, industry field, response time, whether the Client also requests a proof reading and/or other service requested. The word-count shall be determined by Toppan Digital Language, and such determination shall be final and non-negotiable.
- Toppan Digital Language reserves the right to charge for additional Services requested by the Client after an Order has been accepted.
- It is the responsibility of the Client to select the appropriate Draft, Professional or other service level for the translation of the Client Material(s). Toppan Digital Language will not accept any responsibility if the service selected does not meet the specific requirements of the Client. In particular, it is understood that Translation(s) produced using the Draft service level may not be suitable for any purpose other than as the Client’s internal information. Toppan Digital Language cannot be held responsible for mistakes or misspelling in Draft Translations.
- The Translation(s) will remain accessible for download by the Client for a period of three months after completion unless otherwise agreed.
- The Client agrees that Translation(s) will not form the substance of any legal agreement without prior review by a competent professional in the country of intended use. Toppan Digital Language will not be liable to correct any errors or omissions that were inherent in the original Client Material(s) and which may or may not affect the quality of the Translation(s).
- Toppan Digital Language reserves the right to refuse to translate any Client Material(s) that is/are of an offensive nature, defamatory, obscene, in breach of any statutory or regulatory obligation, or is/are otherwise considered inappropriate by Toppan Digital Language, in its sole discretion.
- If the Client and Toppan Digital Language agree that Services can be provided on account, then the following terms shall be applicable:
- the first named person on the account is the authorized user, who has authority to add/remove users to the account;
- additional users can be added to one account by means of the authorized user notifying Toppan Digital Language, and such additional users shall have access to the Website and use of the Services. It is the responsibility of the Client to nominate and remove users, Toppan Digital Language accepts no liability in relation to user access to the account; and
- payment can be via multiple credit cards or by purchase order. Toppan Digital Language will need to approve the purchase order prior to any Order being commenced and the Client agrees that Toppan Digital Language may conduct credit card verification checks before accepting a purchase order.
- When responding to the Client’s request for a Translation, Toppan Digital Language will provide a quote, estimate or fee rate to the Client, or otherwise refer to the basis of charges previously agreed with or notified to the Client. By accepting the quote, estimate or fee rate, the Client accepts these Terms and authorizes Toppan Digital Language to proceed with translation of the Client Material(s).
- If the Client fails to pay Toppan Digital Language any sum when due pursuant to these Terms, the Order or otherwise, Toppan Digital Language reserves the right to cancel any discount previously agreed with or offered to the Client. Also, the Client will be liable to pay interest to Toppan Digital Language on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. Toppan Digital Language reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 or under laws or regulations applicable in the country where the Client is located. If any such sum remains unpaid on the due date, all other outstanding sums payable by the Client shall become due and payable immediately.
- Times for expected receipt of the Translation(s) are displayed at the time of Order. Toppan Digital Language will use reasonable endeavours to meet these deadlines but does not accept liability for any delay in delivery. Toppan Digital Language 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 specified delivery date.
- Unless otherwise agreed by Toppan Digital Language, payment is due at the date of Order or, if later, on the date of invoice, unless an account using an approved purchase order system has been established in which case, payment is due 30 days from the date of invoice. Accounts will normally be invoiced monthly. In the case of such accounts, Toppan Digital Language will only accept Orders from authorized account users and Toppan Digital Language reserves the right, but shall not be required, to validate any Order prior to any work commencing. Toppan Digital Language reserves the right to decline any Order or to cancel any Order prior to delivery, irrespective of whether the Client is an individual or account user. Accounts using an approved purchase order system will be invoiced at the end of each calendar month for all Orders completed in the month, or at such other intervals as Toppan Digital Language may in its sole discretion decide.
- Payment must be in the currency stated in the relevant invoice.
- The Client has 45 working days from receipt of the final Translation(s) to inform Toppan Digital Language of any errors or omissions contained in the Translation(s). Toppan Digital Language will make the necessary corrections free of charge and within a period which shall equal the period stated for the original Order.
- Toppan Digital Language warranties
Toppan Digital Language warrants that Translation(s) will meet reasonable commercial standards for translation by a bilingual translator with reasonable skill in translating the concepts and terminology of industry-specific text with, if such Service forms part of the Order, a proof-reading by a second translator.
- Limitations on liability
The following provisions set out the entire financial liability of either party (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the other party in respect of:
- any breach of these Terms; and
- any representation, statement or tortious act or omission (including without limitation negligence) arising under or in connection with these Terms or the Services.
- Except as expressly and specifically provided in these terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
- Nothing in these Terms excludes the liability of either party for death or personal injury caused by such party’s negligence or for fraud or fraudulent misrepresentation.
- Neither party shall be liable for loss of profits.
- Neither party shall be liable for loss of business.
- Neither party shall be liable for depletion of goodwill or similar losses.
- Neither party shall be liable for loss of anticipated savings.
- Neither party shall be liable for loss or corruption of data or information.
- Neither party shall be liable for any special loss.
- Neither party shall be liable for any indirect loss.
- Neither party shall be liable for any consequential loss.
- Neither party shall be liable for any pure economic loss, costs, damages, charges or expenses.
- Each party’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services or these Terms shall be limited to an amount equal to the amount actually paid by the Client to Toppan Digital Language pursuant to the Order in respect of which the claim arose.
- Client obligations
A The Client represents and warrants that it owns or is licensee of or is otherwise lawfully entitled to possess, use, reproduce and translate the Client Material(s) and all components thereof, and that translation of the Client Material(s) and publication, distribution, sales or other use of the Translation(s) shall not infringe upon any copyright, trademark, patent or other right of any third party.
B The Client represents, warrants and undertakes that Client Material(s) provided to Toppan Digital Language is/are of good quality and free of errors or spelling mistakes.
C The Client undertakes 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.
D The Client shall not (and shall procure that none of its group companies shall), without the Toppan Digital Language’s prior written consent, directly or indirectly, at any time from the date of the Agreement to which these Terms are attached to the expiry of 12 months after whichever is the later of the last date of supply of any Services or termination of such Agreement, solicit or entice away from Toppan Digital Language or employ or attempt to employ or otherwise engage any person who is, or has been, engaged as an employee, consultant or sub-contractor of Toppan Digital Language in the provision of the Services. Any such consent given by Toppan Digital Language shall be subject to the Client paying to Toppan Digital Language a sum equivalent to 50% of the then current annual remuneration of the relevant employee or, if applicable, 50% of the annualised remuneration to be paid by Toppan Digital Language to the relevant consultant or sub-contractor.
- In the event that the Client breaches these Terms, Toppan Digital Language 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 Toppan Digital Language breaches these Terms, the Client shall have the right to terminate whereupon Toppan Digital Language shall return to the Client all Client Material(s) and data supplied by the Client together with all Translation(s) that exist as of the date of termination.
- All right, title and interest in and to the Client Material(s) and, except as hereunder provided, the Translation(s), and any and all copyright, know-how, and trade secrets therein are and shall remain the sole and exclusive property of the Client provided that the Translation(s) and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of Toppan Digital Language until Toppan Digital Language shall have been paid in full for such Translation(s).
- The Client agrees and acknowledges that Toppan Digital Language is the sole and exclusive owner of all right, title, and interest in and to all:
- methodology, information, software and databases used in relation to the Website and in providing the Services, including in translating the Client Material(s), and
- inventions, methodology, innovations, know-how, and databases developed by Toppan Digital Language in the course of translating the Client Material(s), including any and all patent rights, copyrights, know-how, and trade secrets therein, unless and to the extent otherwise agreed in writing between Toppan Digital Language and the Client.
- The nature of the work performed and any information transmitted to Toppan Digital Language by the Client shall be confidential. Toppan Digital Language shall not without the prior consent of the Client, divulge or otherwise disclose such information to any person other than authorized employees or sub-contractors of Toppan Digital Language and shall procure that persons are themselves bound by equivalent confidentiality obligations. The provisions of this clause shall not apply to the extent Toppan Digital Language is required by law, regulation or court order to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by Toppan Digital Language.
- Toppan Digital Language may use software technologies (Translation Technologies) with a view to improving its services to its clients and making those services more cost-effective. Toppan Digital Language may use existing translations to “train” the Translation Technologies so that they may perform their functions more effectively. Without prejudice to Toppan Digital Language’s obligations under clause 32 above, the Client hereby agrees that Toppan Digital Language shall be permitted to use the Client’s Translations to “train” the Translation Technologies.
- The Client shall indemnify, defend and hold harmless Toppan Digital Language, 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 incidental to any claim, action or demand by a third party based on (i) the performance of these Terms by either party, (ii) the Client’s breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any goods or services by the Client, (iv) any claim that any element of the Translation(s) infringes any copyright, trademark, patent or other proprietary right (except to the extent that the infringement was not attributable to the Client Material(s)).
- Toppan Digital Language may terminate the rights of the Client under these Terms or under any other agreement between Toppan Digital Language and the Client without cause at any time and with immediate effect.
- Neither of the parties to these Terms may assign any of their rights or obligations hereunder. No provision of these Terms or any Order is intended to be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party, except that Toppan Digital Language shall be entitled to assign its rights under these Terms to any of its subsidiaries.
- Toppan Digital Language shall have no liability to the Client or be deemed in breach of these Terms or any Order by reason of any delay due to any cause beyond Toppan Digital Language’s reasonable control.
- All disclaimers, indemnities, exclusions, limitations and confidentiality obligations in these Terms shall survive termination for any reason.
- If any part of these Terms is held to be unlawful, invalid or unenforceable, that part shall be deemed severed and the validity and enforceability of the remaining provisions of these Terms shall not be affected.
- These Terms and any Order are to be governed by and construed in accordance with English law. The Client and Toppan Digital Language hereby submit to the non-exclusive jurisdiction of the English courts.