Please see below for Industry Arabic’s client terms and conditions including our guarantee policy.
Last updated: 9/6/2018
Client Terms and Conditions. These terms apply to each request for a quote from Industry Arabic for provision of translation services and to the provision of services following acceptance by the client of a quote from Industry Arabic.
1.1 “Accepted Quote” means a Quote which the Client accepts in writing to Industry Arabic, including by the Client giving written notice to Industry Arabic.
1.2 “Client” means the client that requests translation services from Industry Arabic (or on whose behalf translation services are requested) as subsequently named in the Quote;
1.3 “Confidential Information” means any proprietary information, know-how and data disclosed in confidence by one party to the other party (and including in the case of the Client the Source Materials and the Deliverables), but does not include any information which (a) is in the public domain; (b) on receipt by the other party is already known by that party; (c) is at any time after the date of receipt by the other party, received in good faith by that party from a third party; (d) required by law to be disclosed by the other party;
1.4 “Contract” means a contract comprising an Accepted Quote and these terms and conditions;
1.5 “Intellectual Property” includes all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights whether registered or unregistered;
1.6 “Quote” means a quote issued by Industry Arabic to the Client;
1.7 “Services” means the services specified in the Quote;
1.8 “Source Materials” means the document(s) submitted by the Client to Industry Arabic for translation, as identified in the Quote;
1.9 “Industry Arabic” means Industry Arabic (Gulf Services Group LLC) a company registered in the United States of America (Washington, DC);
1.10 “Website” means Industry Arabic’s website: https://www.industryarabic.com;
1.11 “Business Day” means any day other than a Saturday, Sunday or public holiday in the United States
1.12 “Terms of Reference” or “TOR” means an engagement letter that lays out the timeframe and cost for a translation project, to be signed by Industry Arabic and Client to confirm a project or work stream.
2 Requests for Arabic translation services
2.1 Each request for translation services made to Industry Arabic and supply of Source Materials to Industry Arabic is made subject to these terms and conditions.
2.2 No contract exists in respect to any request for translation services or with respect to any Source Materials that may be submitted to Industry Arabic, unless and until there is an Accepted Quote. Once there is an Accepted Quote, a ‘Contract’ is formed between the Client and Industry Arabic with respect to the Services described in that quote.
2.3 Subject to clause 2.4, Industry Arabic will issue a Quote after receiving from a client a request for translation services made in accordance with the procedures used on the Website.
2.4 Industry Arabic reserves the right to decline to issue a Quote or to provide any translation services if the Source Materials contain any material which Industry Arabic at its discretion (and without any obligation on Industry Arabic to review the Source Materials for appropriateness, legality or otherwise) considers to be offensive, obscene, contrary to any law or otherwise considered by Industry Arabic to be inappropriate.
3 Provision of Services
3.1 Subject to receipt of all applicable amounts due from the Client, Industry Arabic will provide the Services as specified in the Terms of Re and in accordance Industry Arabic’s standard practices and procedures including the practices and procedures as described on the Website at the time the Quote was issued to the Client.
3.2 The Client must provide all information requested by Industry Arabic (via the Website) with respect to the Services and ensure that all such information is accurate and complete.
3.3 Industry Arabic has no responsibility to complete the translation for the price quoted if the word count and or nature of the translation varies from what was able to be gained from the Source Materials when first quoted. Industry Arabic will provide the Client with a corrected quote with the difference for completion of the job and amended delivery date, if necessary. The Client may opt to instead receive a full refund if the correct quote is not acceptable.
3.4 Should a Client purchase the translation services on a Sunday, then it may result in a minor delay in the timeframe to complete. Industry Arabic will use its best efforts to ensure this does not happen but will notify the Client as soon as practicably possible on a Monday identifying any delay.
3.5 Industry Arabic has no responsibility to review the quality of the Source Materials for typographical or any other errors and has no liability to review the Source Material for or to correct any errors or omissions contained in any Source Materials regardless of the nature of such errors or omissions and regardless of the impact that such errors or omissions may have on the quality of the Deliverables.
3.6 Industry Arabic will issue the Deliverables to the Client in accordance with Industry Arabic’s standard practices and procedures applicable at the time or as otherwise specified in the Quote and Terms of Reference. Industry Arabic will use reasonable efforts to issue the Deliverables on or before the agreed delivery date / time, or where no specific delivery date/ time is agreed within a reasonable time following receipt of the Accepted Quote, but Industry Arabic accepts no liability for any delay in meeting the applicable timing.
4 Charges and payment
4.1 The Client will pay all applicable fees as specified in the Quote and Terms of Reference, which will be due for payment or invoiced in accordance with clause 4.2 or clause 4.3 (as applicable) unless alternative timing for payment being due or invoices being issued is specified in the Accepted Quote or TOR.
4.2 If any amount is not paid by the due date: (a) Industry Arabic may charge interest on that amount at 10% per annum calculated from the due date up until the date that payment is received by Industry Arabic; (b) Industry Arabic may suspend provision of Services or may cease to provide the Services or Deliverables and may at its discretion terminate the Contract.
5 Refund policy
5.1 Industry Arabic will provide a refund to the Client with respect to the affected Services if:
(a) Translation no longer required: the Client terminates a Contract (or partially terminates a Contract) under clause 10.1;
(b) Non–Delivery of Translation: the electronic translation is not delivered to the Client after 4 Working Days from the delivery date specified in the Accepted Quote, provided that no refund will be made if the Client has not provided all required information to Industry Arabic, as requested by Industry Arabic, in a timely manner;
(c) Translations not-as-required: the Deliverables as supplied to the Client are significantly different from the deliverables required by the Client as specified in the Accepted Quote (for example, the Deliverables are in the wrong target language); or
(d) Translations contain gross errors: the Deliverables contain gross errors, provided that the Client must first, within the stipulated period, request revisions to correct any such errors and identify the errors in the Deliverable. If errors are identified or revisions are requested after the stipulated period, the Client will not be eligible for any refund.
5.2 In the event of any monetary refund, the return payment will be 100% of the amount paid by the Client for the affected Services, and only if the following actions/conditions have been completed/fulfilled within 10 Working Days of submission of the relevant Deliverable to the Client:
(a) The request for a refund is received by Industry Arabic, in writing via email sent to [email protected]; phone calls will not be sufficient. The request for a refund must include date of commissioning, name of company under which the service was commissioned, name of person the invoice was billed to, the e-mail address used at the time of the commissioning of the required service and the manner in which the service was paid for (eg Credit Card, Cash, Remittance).
(b) The Client provided any and all requested information on document overview, audience, language tone, reserved words and glossary terms as requested prior to dispatch of the any of the Source Materials by Industry Arabic to a Industry Arabic translator.
(c) Where applicable the Client has clearly explained why any rectifications proposed by Industry Arabic would not be effective.
(d) An undertaking that is endorsed by the Client and submitted to Industry Arabic that clearly states that the Client will not use the relevant Deliverables / translations delivered by Industry Arabic in part or in whole for personal, business, commercial or any other purposes.
5.3 Industry Arabic will investigate and, where applicable, process refunds within 5 Working Days of receipt of a refund request, but refund requests may take up to 2 weeks to investigate and process. A reply will be sent to the Client after Industry Arabic has determined whether a refund is necessary. If Industry Arabic determines that the refund request meets the requirements of this clause 5, Industry Arabic will notify the Client in writing and advise the payment method that will be used to refund the monies paid. 6 Intellectual Property 6.1 Nothing in this Contract transfers to Industry Arabic, ownership of any Intellectual Property in the Source Materials or the Deliverables. 6.2 All Intellectual Property in the processes, methodology and know-how used by Industry Arabic in its performance of a Contract are and will remain the property of Industry Arabic. Nothing in any Contract transfers to the Client any of Industry Arabic’s Intellectual Property.
6 Intellectual Property
6.1 Nothing in this Contract transfers to Industry Arabic, ownership of any Intellectual Property in the Source Materials or the Deliverables.
6.2 All Intellectual Property in the processes, methodology and know-how used by Industry Arabic in its performance of a Contract are and will remain the property of Industry Arabic. Nothing in any Contract transfers to the Client any of Industry Arabic’s Intellectual Property.
7 Confidential Information
7.1 The parties recognize and acknowledge the confidential nature of the Confidential Information.
7.2 Neither party may disclose any Confidential Information other than:
(a) to its directors, employees, contractors or subcontractors to the extent necessary in the performance of the Contract;
(b) with the express prior written consent of the other party; or
(c) to its professional advisers.
8 Client warranties
8.1 The Client represents and warrants to Industry Arabic that:
(a) it owns or has all necessary rights to the Source Materials to entitle it to submit the Source Materials to Industry Arabic and to request the Services and that by doing so the Client is not infringing the Intellectual Property rights of any third party;
(b) it will not submit and has not submitted anything to Industry Arabic or to the Website and will not use anything with respect to its use of the Website, the Services or otherwise in connection with Industry Arabic (whether a device, software or any other thing whether embedded into the Source Materials or otherwise) that will or could interfere with the functioning of Industry Arabic’s systems and/or the Website; and
(c) it has authority to enter into and perform and the ability to perform its obligations under this Agreement.
8.2 The Client indemnifies Industry Arabic against any losses, costs (including legal costs on a solicitor and own client basis), expenses, demands or liability whether direct, indirect, consequential or otherwise, and whether arising in contract, tort (including negligence), equity or otherwise, arising out of a claim by a third party where the claim arises from any breach of the representations and warranties made by the Client in this section 8.
9 Industry Arabic’s warranties
9.1 Industry Arabic warrants that it has authority to enter into and perform and the ability to perform its obligations under this Agreement.
9.2 Except as expressly provided in these terms and conditions, all warranties, terms and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are excluded by Industry Arabic to the extent permitted by law.
10.1 The Client may, without cause, terminate a Contract (or, subject to this clause 10.1, part of a Contract) at any time up until 30 minutes after first payment with respect to that Contract has been received by Industry Arabic or 30 minutes after a signed Terms of Reference has been sent to Industry Arabic. The Client may terminate by giving written notification to Industry Arabic within that 30 minute time period. The Client may only terminate part of a Contract where separate pricing is specified in the Accepted Quote for the Services no longer required. Where a Contract is partially terminated under this clause, the Client must, at the time of giving notice of termination, specify the Services that are no longer required.
10.2 Without limiting any other rights or remedies that Industry Arabic may have, Industry Arabic may terminate the Contract on written notice to the Client if the Client fails to pay any overdue amount within five days following written notice from Industry Arabic requiring payment.
10.3 Without limiting Industry Arabic’s rights under clause 10.2, either party may terminate the Contract immediately if the other party: (a) breaches any of its obligations under the Contract and fails to remedy the breach within 20 days of receiving notice requiring the breach to be remedied; or (b) becomes insolvent or goes into liquidation or has a receiver or statutory manager appointed over its assets or ceases to carry on business or makes any arrangement with its creditors.
10.4 On termination of a Contract: (a) any amounts due to Industry Arabic will become immediately due and payable; (b) the provisions of the Contract that are by their nature intended to survive termination will remain in full force.
11.1 Industry Arabic will be liable for direct loss only (excluding loss of business or profits and excluding all consequential loss) up to a maximum of the amount paid by the Client to Industry Arabic for the Services.
12 Dispute resolution
12.1 Where any dispute arises between the parties concerning a Contract or the circumstances, representations, or conduct giving rise to the Contract, neither party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 12.
12.2 The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within seven days of receipt of the notice, give written notice to the first party naming its representative for the negotiations. Each representative nominated will have authority to settle or resolve the dispute.
12.3 If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation.
13.1 Entire agreement: Each Contract constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of that Contract.
13.2 Amendments: Except as specifically provided, no amendment to a Contract will be effective unless it is in writing and signed by both parties.
13.3 Waiver: No exercise or failure to exercise or delay in exercising any right or remedy by a party will constitute a waiver by that party of that or any other right or remedy available to it.
13.4 Partial invalidity: If any provision of a Contract or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of the Contract and its application will not be affected and will remain enforceable to the greatest extent permitted by law.
13.5 Independent contractor: Industry Arabic is an independent contractor to the Client and is in all respects independent of the Client. Nothing in any Contract constitutes either party a partner, agent, employee or joint venturer of the other.
13.6 Suspension: Industry Arabic may suspend performance of its obligations under a Contract for so long as it is unable to perform for reasons outside of its control.
13.7 Assignment: The Client must not assign its rights under any Contract without the prior written consent of Industry Arabic.
13.8 Severability: If any provision of a Contract is held invalid, unenforceable or illegal for any reason, the Contract shall remain otherwise in full force apart from such provisions which shall be deemed deleted.
13.9 Precedence: In the event of any conflict or inconsistency as between the Accepted Quote / TOR and these terms and conditions, unless specified otherwise in these terms and conditions, these terms and conditions will take precedence.
16 Governing law
16.1 Each Contract is governed by and construed in accordance with United States, District of Columbia law and the parties submit to the non-exclusive jurisdiction of U.S. courts.