The following Terms and Conditions constitute a legally binding agreement (“The Agreement”) between you (“Client”) and Karoline Spiessl (“translationsNZ”) regarding access to and use of the translationsnz.co.nz website (“website”) and its associated machine and/or human-based translation services (“Services”) rendered or to be rendered by TRANSLATIONSNZ.

By accessing or using the website or Services, you agree to be bound by these Terms and Conditions of Service. If you do not wish to be bound by these Terms and Conditions of Service, you should leave the website now.

For the purposes of this Agreement, “Source Material(s)” shall mean any electronic or other files that the Client transmits to TRANSLATIONSNZ 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”

Each order or formal request for the provision of Services shall be referred to as an “Order”.

The charge for the translation is based on word-count, language(s) and service requested. The word-count, as determined by TRANSLATIONSNZ, is final and non-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.

All prices and rates quoted are subject to change without notice prior to formal acceptance of any Order. TRANSLATIONSNZ reserves the right: to charge for additional Services requested after an Order has been accepted; alter without notice the currency in which the transaction is processed and/or billed.

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

The Client can request a translation by uploading and submitting Source Material(s) to the website.

TRANSLATIONSNZ 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.

TRANSLATIONSNZ reserves the right to refuse to translate any Source Material(s) that is/are of an offensive nature, defamatory, obscene, in breach of any statutory or regulatory obligation, or is otherwise considered inappropriate by TRANSLATIONSNZ, whose decision in all matters shall be binding and conclusive.

TRANSLATIONSNZ provides an estimate service – this is quoted on a without prejudice basis based on the information provided and shall be subject to such Terms and Conditions and fees as TRANSLATIONSNZ may direct.

TRANSLATIONSNZ Warranties

.       TRANSLATIONSNZ warrants that the 3rd party proofread Translation Service will meet reasonable commercial standards for professional human translation (i.e. human translation by a bilingual translator with reasonable skill in translating the concepts and terminology of industry-specific text with a proofread by a second translator).

i.       TRANSLATIONSNZ warrants that the proofread Translation Service will meet reasonable standards for professional human translation (i.e. human translation by a bilingual translator with reasonable skill in translating the concepts and terminology of industry-specific text with a proofread by the same translator).

Times for expected receipt of the Deliverable are displayed at the time of accepting the translation service. TRANSLATIONSNZ will use its best efforts to meet these deadlines but does not accept liability for any delay in delivery. TRANSLATIONSNZ 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 Projected Delivery Date.

Payment is due 30 days from the date of invoice.

Payment can be in Pounds sterling, NZ Dollars or Euros.

The Client has 10 days from receipt of the final Deliverable to inform TRANSLATIONSNZ of any errors or omissions contained in the translated work. TRANSLATIONSNZ will make the necessary corrections free of charge and within a reasonable timeframe.

Client Warranties

.       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.

i.       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.

ii.       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.

TRANSLATIONSNZ makes no representations or warranties of any kind, except as set forth above. WITHOUT LIMITING THE FOREGOING, 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 NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

TRANSLATIONSNZ 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 TRANSLATIONSNZ, 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 TRANSLATIONSNZ has been advised of the possibility of such damages by anything contained in related proposals and other documentation. TRANSLATIONSNZ 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 TRANSLATIONSNZ shall in all cases be limited to the value of the Order.

In the event that the Client breaches this Agreement, TRANSLATIONSNZ 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 TRANSLATIONSNZ breaches this Agreement, the Client shall have the right to terminate whereupon TRANSLATIONSNZ 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.

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 TRANSLATIONSNZ 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

i.       inventions, methodology, innovations, know-how, and databases developed by TRANSLATIONSNZ 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 TRANSLATIONSNZ until TRANSLATIONSNZ shall have been paid in full for such Deliverables.

The nature of the work performed and any information transmitted to TRANSLATIONSNZ by the Client shall be confidential. TRANSLATIONSNZ shall not without the prior consent of the Client, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of TRANSLATIONSNZ whose job performance requires such acts. The provisions of this paragraph shall not apply to the extent TRANSLATIONSNZ 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 TRANSLATIONSNZ.

The Client shall indemnify, defend, and hold harmless TRANSLATIONSNZ, 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 suit, claim or demand based on (i) the performance of this Agreement 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 items by the Client, (iv) any taxes and 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 the Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary right.

TRANSLATIONSNZ may terminate the rights of the Client without cause at any time and with immediate effect.

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

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.

TRANSLATIONSNZ may modify these Terms and Conditions at any time.