Terms and Conditions
1. Definitions: In these terms and conditions:
1.1 ‘Customer’ refers to the party who accepts a quotation from the Supplier for the supply of the Specified Service or whose order for the Specified Service is accepted by the Supplier in accordance with these Conditions.
1.2 ‘Quotation’ refers to the quotation for the provision of the Specified Service or acceptance of order to which these Conditions are appended.
1.3 ‘Document’ refers to any document in writing including any film, negative, tape or other device embodying visual images or any other data.
1.4 ‘Source Material’ refers to any Document or other material and any data or other information provided by the Customer relating to the Specified Service.
1.5 ‘Target Material’ refers to any Document or other materials and any data or other information provided by the Supplier relating to the Specified Service.
1.6 ‘Specified Service’ refers to the service to be provided by the Supplier for the Customer referred to in the Quotation.
1.7 ‘Supplier’ refers to Award Translation.
1.8 ‘Supplier’s Charges’ means the charges quoted by the Supplier for the Specified Service as set out in the Quotation. All charges quoted are valid for 30 calendar days only or until earlier acceptance by the Customer, after which time they may be altered by the Supplier.
2. Supply of Specified Service
2.1 The Supplier shall provide the Specified Service to the Customer subject to these Conditions. Any changes or additions to the Specified Service or these Conditions must be agreed in writing by the Supplier and the Customer.
2.2 The Customer shall at its own expense supply the Supplier with all necessary Documents or other materials and all necessary data or other information relating to the Specified Service within a sufficient time to enable the Supplier to provide the Specified Service in accordance with the Quotation. The Customer shall ensure the accuracy of all Source Material.
2.3 The Customer shall at its own expense retain duplicate copies of all Source Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage however caused. All Target Material shall be at the sole risk of the Customer from the time of delivery to, or to the order of, the Customer.
2.4 The Specified Service shall be provided in accordance with the Quotation and subject to these Conditions.
2.5 The Supplier may correct any typographical or other errors or omissions in the Quotation, any promotional literature or other document relating to the provision of the Specified service without any liability to the Customer.
3.1 Subject to any special terms agreed, the Customer shall pay the Supplier’s Charges and any additional sums which are agreed between the Supplier and the Customer for the provision of the Specified Service or which, in the Supplier’s sole discretion, are required as the result of the Customer’s instructions or lack of instructions, the inaccuracy of any Source Material or any other cause attributable to the Customer.
3.2 All charges quoted to the Customer for the provision of the Specified Service are exclusive of any value added tax, for which the Customer shall be additionally liable at the applicable rate from time to time.
3.3 The Supplier shall be entitled to invoice the Customer immediately following the provision of the Specified Service, or at any other time or times agreed with the Customer.
3.4 The Supplier’s Charges and any additional sums payable shall be paid by the Customer within 30 days of the date of the Supplier’s invoice.
3.5 If payment is not made by the due date, the Supplier shall be entitled without limiting any other rights it may have, to charge an interest of 3% on the outstanding amount (both before and after any judgment) from the due date until the outstanding amount is paid in full.
4.1 The property and any copyright or other intellectual property rights in:-
4.1.1 any Source Material shall belong to the Customer;
4.1.2 any Target Material shall belong to the Supplier but the Supplier shall assign to the Customer any such property or other rights which it may have for no further consideration upon the completion of the Quotation (unless terminated by the Supplier pursuant to paragraph 6.2) subject to payment in full of the Supplier’s Charges and any additional sums payable for the Specified Service.
4.2 Any Source Material or other information provided by the Customer which is so designated by the Customer and any Target Material shall be kept confidential by the Supplier and all Target Material or other information provided by the Supplier which is so designated by the supplier shall be kept confidential by the Customer but the foregoing shall not apply to any Document or other materials, data or other information which are public knowledge at the time when they are so provided by either party and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
4.3 The Customer warrants that any Source Material and its use by the Supplier for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party and the Customer shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.
4.4 Subject to Condition 4.3 the Supplier warrants that any Target Material and its use by the Customer for the purposes of utilizing the Specified Service will not infringe the copyright or other rights of any third party and the Supplier shall indemnify the Customer against any loss, damages, costs, expenses or other claims arising from any such infringement.
5. Warranties and Liability
5.1 The Supplier warrants to the Customer that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Quotation and within the times referred to in the Quotation.
5.2 The Supplier shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Source Material or instructions supplied by the Customer which are incomplete, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
5.3 Other than as expressly provided in these Conditions, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law or under the express terms of the Quotation, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier its servants or otherwise) which arise out of or in connection with the Specified Service or its use by the Customer and the entire liability of the Supplier under or in connection with the Quotation shall not exceed the amount of the Supplier’s Charges except as expressly provided in these Conditions.
5.4 Where the Specified Service consists of work rendered into more than one language but the Supplier is deemed liable to the Customer under these Conditions in respect of one language only, the Supplier’s liability shall be limited to the charges relating to the work rendered into that language only.
5.5 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Quotation by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
6.1 Either party may (without limiting any other remedy) at any time terminate the Quotation by giving written notice to the other if the other commits any breach of these Conditions, or if the other goes into liquidation or (in the case of an individual) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
6.2 In the event that the Specified Service is terminated by the Customer, 50% of the contract value shall be payable by the Customer as a cancellation fee.
7.1 These Conditions (together with any specific terms set out in the Quotation) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing, addressed to the other party at its registered office or principal place of business, or to such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.3 No delay or failure by either party in exercising any of its rights under the Quotation shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Quotation by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable, in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
7.5 Any disputes arising under or in connection with these Conditions or the provision of the Specified Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the Chairman for the time being of the Law Society of Singapore.
7.6 The law of the Republic of Singapore shall apply to the Quotation and these Conditions, and the parties agree to submit to the non-exclusive jurisdiction of the courts of Singapore.