IDEM TRANSLATIONS STANDARD TERMS
- PROJECT TERMS
1.1 Basis for Translation. Idem will translate on the basis of the file(s) listed on page 1 of an Idem quotation. When a PDF is provided by the client, this shall be included in the final certified package. Idem shall assume identical content between native and PDF files provided; any discrepancy discovered during the translation process may be subject to additional charges.
1.2 Project Launch. Projects are launched once Idem has received all project documents in their finalized form, explicit approval of the quotation, and the relevant purchase order (as applicable).
1.3 Turnaround Time. The estimated turnaround time on any Idem quotation is based upon the availability of Idem’s linguistic and layout teams at the time of quote generation. Actual delivery is confirmed at project start and is based upon production schedule at time of order. Turnaround does not include client review. Upon request, documents can be delivered on a staggered basis or rush (additional fees apply). Any materials, approvals, or information received after 3 pm (Pacific Time) will delay project start by one (1) business day.
1.4 Fees. The quoted fee is based upon the materials provided. Translation pricing is per English word. Client must provide source files (including graphics, fonts, necessary software, drivers, etc.), as well as text for translation in its finalized form, as appropriate. Any modification of approved project documents is subject to re-quoting or, if received after the launch of the project, constitutes a change in project parameters. For any quote based upon sample documents, final invoice is subject to change in accordance with actual volume.
1.5 Scope Changes and Cancellations. Should Client change the parameters of the project while in progress, Idem reserves the right to apply additional charges and/or extend the deadline accordingly. Should Client cancel the translation after project launch, Client will be obligated hereunder to pay Idem for all work completed prior to Idem having received notification of cancellation. With the exception of the correction of any errors or omissions present in the original delivery, the review and incorporation of any suggested revisions to the translation will be charged hourly at $60/hour. Any deviations from Idem’s client review guidelines will impact hourly estimates provided by Idem.
1.6 Certification. For certified projects, Idem’s certification of accuracy bears the signature of an Idem officer or project manager who certifies the accuracy of the translation based on the company’s quality process. This individual may or may not be personally competent in the subject or the languages involved in the project.
1.7 Invoicing and Payment. Payment terms are 30 days from date of invoice; all projects are invoiced upon initial delivery to the client. Late fees will be applied to unpaid invoices. Idem reserves the right to invoice incrementally with prior notice to the client.
- INDEMNITY; LIMITATION OF LIABILITY
2.1 Idem Indemnification Obligations. Idem agrees to defend, indemnify, and hold harmless Client and its directors, officers, employees, and agents from and against all third party claims, defense costs (including reasonable attorneys’ fees), judgments and other expenses arising out of or on account of such claims to the extent arising out of a breach of Idem’s representations and warranties set forth below. Idem shall not be required to indemnify Client from any claim or damage to the extent arising out of (i) Client’s failure to use any corrections or enhancements made available by Idem; (ii) Client’s modification, unauthorized use, or misuse of any Deliverables; (iii) Client Materials; and/or (iv) Client’s breach of representations and warranties below.
2.2 Client Indemnification Obligations. Client agrees to defend, indemnify and hold harmless Idem and its directors, officers, its employees, agents and affiliates from and against all third party claims, defense costs (including reasonable attorneys’ fees), judgments and other expenses arising out of or on account of such claims to the extent arising out of (a) of a breach of Client’s representations and warranties set forth below or (b) that the use, public display, public performance, reproduction, distribution, or modification of any Client Material violates the rights of any third party including, but not limited to, copyrights, trade secrets, trademarks, publicity, privacy, and patents.
2.3 Procedure. A party’s obligation to indemnify the other party is contingent on the party seeking indemnification promptly notifying the other party of any claims as to which indemnification will be sought and providing such indemnifying party reasonable cooperation in the defense and settlement thereof and the indemnifying party is given reasonable assistance and the opportunity to assume sole control over defense and settlement; the indemnifying party will not be responsible for any settlement it does not approve.
2.4 LIMITATION OF LIABILITY. NEITHER PARTY, NOR THEIR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY ERROR, OMISSION, QUALITY-RELATED ISSUE, PROCUREMENT OF SUBSTITUTE SERVICES, OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (C) FOR ANY DIRECT AGGREGATE DAMAGES, COSTS, LOSSES, OR LIABILITIES IN AMOUNTS THAT EXCEED AN AMOUNT WHICH IS EQUAL TO THE PRICE FOR WHICH CLIENT WAS INVOICED BY IDEM. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THIS AGREEMENT.
3.1 Idem Representations and Warranties. Idem represents and warrants to Client that:
(a) the Services shall be performed in a professional and workmanlike manner in accordance with applicable commercial standards, the ISO 17100 translation standard (if applicable), and Idem’s ISO 9001 and 13485 certified quality control process;
(b) the Services shall conform in all material respects to the descriptions contained in this Agreement; and
(c) the execution and delivery by Idem of this Agreement and the performance by Idem of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Idem. This Agreement has been duly executed and delivered by Idem and this Agreement constitutes a legal, valid and binding obligation of Idem enforceable against it in accordance with its terms.
Client must notify Idem in writing within ten (10) days of performance or the Services and/or delivery of the Deliverables for a warranty claim under Section 3.1(a) or (b). Client’s sole and exclusive remedy, and Idem’s sole and exclusive liability for any breach of this representation and warranty under Section 3.1(a) or (b) will be reperformance of the Services and/or redelivery of the Deliverables.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND IDEM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IDEM DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR FREE; NOR DOES IDEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE DELIVERABLES.
3.2 Client Representations and Warranties. Client represents and warrants to Idem and its affiliates and subsidiaries that:
(a) the execution and delivery by Client of this Agreement and the performance by Client of its obligations hereunder have been duly authorized by all necessary corporate action on the part of Client. This Agreement has been duly executed and delivered by Client and this Agreement constitutes a legal, valid and binding obligation of Client enforceable against it in accordance with its terms; and
(b) the Client has all rights to provide the Client Materials to Idem; Client will not provide any Client Materials to Idem that includes any personal data or personal information for processing as part of the Services, including, without limitation, any data that is subject to the Health Insurance Portability and Accountability Act, the Gramm Leach Bliley Act and/or any other privacy laws and regulations.
Approval of an Idem quotation implies approval of these terms and conditions, to which the terms of any previously executed non-disclosure agreement or master services agreement are considered incorporated by reference; these project terms may only be modified by a written agreement signed by both parties.