Definitions

  1. Documents, records and data include information in computer software, disks, records or any other machine readable format.
  2. Words of a technical nature will be construed in accordance with general trade usage in Australia.
  3. In the event of conflict, the documents constituting the agreement between the parties will have priority in the following order:
    1. Service agreement entered into between the parties.
    2. Terms and conditions.
  4. Confidential information is information which is confidential in nature to you or to us, and which either you disclose to us or we disclose to you in the course of delivering the services.
  5. Intellectual property rights means any rights in or to any patent, copyright, database right, registered design, trade mark, brand name, trade name, business name or confidential information and any other rights in respect of any other industrial or intellectual property.
  6. Purchase order means an order for the services provided to you by us from time to time.
  7. Originals means documents, files, materials and works provided by you for the purposes of provision of the services.
  8. Services means translation, interpreting and consultancy services performed by us for you.
  9. Translated works means documents, files, materials and works translated and produced from the originals in accordance with your instructions and provided to you by us.
  10. We, us and our means Polaron Language Services Pty Ltd whose registered office is at Suite 301/22-26 St Kilda Road, St Kilda 3182, Victoria.
  11. You and your means the company, firm, body or person to whom we are supplying the services.
  12. Contract means the contract between you and us, consisting of the purchase order from you and these terms and conditions.

General

  1. Language Needs Assessments are not binding on us and a contract will only come into being when we issue a written confirmation of your Purchase Order, or when we deliver the services to you.
  2. Any variation of the contract must be confirmed in writing.
  3. Language Needs Assessments are provided on the basis that the terms quoted will remain open for the placing of orders for 14 days from the date of the Assessment.
  4. Language Needs Assessments are provided on the basis of your description of the source material, the purpose of the translation and any other instructions.
  5. Information provided in our brochures, catalogues or other published material is a general description only and does not form part of the contract.
  6. These terms and conditions apply to all services provided to you unless otherwise agreed between the parties in writing.

Price and Payment

  1. Unless otherwise stated, prices are in Australian Dollars and are exclusive of Goods and Services Tax and any other tax or duty. We will invoice you for all appropriate taxes which we are required to collect.
  2. Discounts included on quoted prices are only applicable if invoices are paid within 7 days of receipt.
  3. Price includes transmission to the address specified in our quotation or confirmation of Purchase Order.
  4. Quotations in a currency other than Australian Dollar are based on the rate of exchange at the time of quoting.
  5. Services lasting over 7 days will be invoiced 50% on commencement and 50% on completion. Services running under 7 days will be invoiced on completion.
  6. A prepayment or deposit of 25% of the total value may be requested from you before the commencement of the project.
  7. Payment will be made within 7 days from the date of invoice. All payments will be made without deduction or set-off of bank charges.
  8. In the event that payment has not been received then an administration charge of $50.00 will be applied after 60 days and a further $50 after 90 days.
  9. Failure to pay any invoice in accordance with the foregoing terms, will entitle us to suspend further work both on the same project, and on any other project from you, without prejudice to any other right we may have.
  10. We reserve the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 8 per.

Delivery

  1. The dates for delivery of the translation, or the dates for carrying out the services, are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance, and no delay will entitle you to reject any delivery or performance or to repudiate the contract.
  2. We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention or any other cause whatever beyond our control or of an exceptional nature.
  3. Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you will constitute delivery to you.

Our Responsibility and Liability

  1. The services will be carried out using reasonable skill and care in accordance with the standards of the industry.
  2. We will use all reasonable skill and care in selecting translators, interpreters and other personnel used to perform the services.
  3. We will incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the contract, whether orally or in writing, and you will not be entitled to rescind the contract on the grounds of any such misrepresentation.
  4. We do not warrant that the services will meet your specific requirements and, unless otherwise agreed, we do not warrant that the operation of any translations sent to you will be uninterrupted or error free.
  5. You acknowledge that any originals or translations submitted by and 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 originals or translations.
  6. Save in respect of death or personal injury resulting from our negligence, our liability to you in respect of the provision of the services and translations will be limited as follows:
    1. We will not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
    2. Our entire liability to you under any contract, including but not limited to in respect of the services and the translations, will not exceed the price payable to us by you under the contract to which any claim relates.
    3. You must notify us within 30 days of delivery of the translations of any claim arising out of the provision of the service, including full details of such claim. In any event, we will not be liable to you if you fail to notify us of any claim within a reasonable time of delivery of the translation.
    4. You must notify us within 30 days of delivery of the translation of any alleged inaccuracies in the translations, at which point our liability will be no more than to rectify any such alleged inaccuracies to our satisfaction. At no time will such allegations delay payment.

Translated Works will be limited as follows:

  1. We will not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
  2. Our entire liability to you in respect of the services will not exceed the price payable to us by you under the contract to which any claim relates.
  3. You must notify us within 30 days of delivery of the translation of any claim arising out of the provision of the services, including details of any claim. In any event, we will not be liable to you if you fail to notify us of any claim within a reasonable time of delivery of the translation.

Your Responsibility and Liability

  1. You undertake that the materials submitted by you will not contain anything of an obscene, blasphemous or libelous nature and will not infringe the intellectual property rights of any third parties.
  2. You will not, for a period of 12 months after termination of the contract on your own account or for any other person or company, solicit, employ, and endeavor to entice away from us or use the services of a translator or interpreter who has provided the services to you on our behalf under the contract.
  3. You agree, upon demand, to indemnify us and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by us to the extent that the same are caused by or related to:
    1. The use by us of any of the originals or materials 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 originals.
    2. Any breach by you of these terms and conditions.
  4. In the event you require us to provide the services on your premises, or any other premises designated by you, you will:
    1. Assign members of staff with suitable skill and experience to be responsible for our activities.
    2. Provide such access to premises, interpretation systems and other facilities which may be reasonably required by us.
    3. Provide such information as may be required by us to carry out the services and ensure all such information is correct and accurate.

Confidentiality

  1. Neither party may use any of the other party’s Confidential Information.
  2. Neither party may disclose to any other person any of the other party’s confidential information.
  3. Either party may disclose the confidential information of the other:
    1. When required to do so by law or any regulatory authority, provided that party required to disclose the confidential information, where practicable and legitimate to do so:
      1. Promptly notifies the owner of any such requirement; and
      2. Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
    2. To its personnel, contractors or any person whose duties require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
      1. Is informed of the obligations under the terms and conditions; and
      2. Complies with those obligations as if they were bound by them.
    3. The obligation of confidentiality will survive termination of the contract howsoever caused.

Data Protection

  1. Each party will ensure that under these terms and conditions it will at all times comply with provisions of the Data Protection Act.
  2. We acknowledge that if we are required to process any data in the course of providing the services we will do so only on your instructions.

Termination

  1. If you subsequently cancel, reduce in scope or frustrate (by an act or omission on your part, or any third party relied upon by you) the Contract, the full price for the Contract will remain payable unless otherwise agreed in advance. Any Original Works provided to us, and Translated Works completed by us, under the Contract will be made available to you on termination of the Contract.
  2. We will be entitled to terminate the Contract immediately by written notice to you if:
  3. You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied,
  4. You make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or 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.
  5. Any termination of the Contract will not prejudice any rights or remedies which may have accrued to either party.

Dispute Resolution

  1. If any dispute arises between the parties with respect to translation or other similar services provided by us, then such dispute will, at the request of either party, be referred to a person agreed between the parties or (in default of agreement within 7 days of notice from either party) to a person chosen on the application of either party by the Chairman for the time being of the Institute of Translation and Interpreting.
  2. Such a person will be appointed to act as an expert and not as an arbitrator, and the decision of that person will be final and binding.
  3. The cost of such an expert will be borne equally by the parties, unless such expert otherwise directs.

Miscellaneous

  1. Neither party will be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.
  2. We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Contract.
  3. 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, facsimile transmission or e-mail. Any notice or document will be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission or e-mail, at the time of transmission.
  4. No waiver by us of any breach of the Contract by you will be considered as a waiver of any subsequent breach of the same or any other provision.
  5. If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of the Terms and Conditions will be rendered invalid, unenforceable or be otherwise effected.
  6. A person who is not party to this agreement will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Feel free to contact us via email at info@polaron.com.au or call us on 1300 88 55 61 or +61 3 9510 9661 for more information.