1.1 ‘You’ and ‘Your’ means and refers to the person (whether an individual, firm, company or other body) who orders Translated documents from Lexlogos.
1.2 ‘Lexlogos’ means Lexlogos LLC, translation company registered at the Division of Corporations of the Florida Department of State, United States; ‘Lexlogos’ also means Lexlogos Services de Traductions (Lexlogos Translation Services), registered at the Registraire des Entreprises, Quebec, Canada. Lexlogos back offices are located at Cramer 1653, Piso 8, depto C, 1426 Buenos Aires, Argentina.
1.3 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Lexlogos.
1.4 ‘Delivery Date’ means the date specified by Lexlogos when the Translated documents or product of the Services is to be delivered.
1.5 ‘Price’ means the price for the Translated documents or services excluding carriage, packing, insurance and including VAT.
1.6 ‘Services’ means services provided by Lexlogos other than the production of the Translated documents.
1.7 ‘Source Material’ means the document or documents, or other materials, provided to Lexlogos by You for translation into the Translated documents, or for the purpose of carrying out Services agreed to in writing by Lexlogos.
1.8 ‘Translated documents means the written translation produced from the Source Material.
2. Conditions Applicable
2.1 These Conditions shall apply to all contracts for the provision of Translated documents and Services by Lexlogos to You to the exclusion of all other terms and conditions, including any terms or conditions referred to by the Client or which You may purport to apply. Any variation of these Conditions must be confirmed in writing by the director of Lexlogos.
2.2 Information provided on our website or in any other published material, is intended to be descriptive only, and for the avoidance of doubt does not imply any terms or conditions into any contract between You and Lexlogos.
2.3 All orders for Translated documents and/or Services shall be deemed to be pursuant to these Conditions.
2.4 Acceptance of delivery of the Translated documents or of the provision of Services shall be deemed conclusive evidence of Your acceptance of these Conditions.
2.5 If any provision of these Conditions is declared by any judicial or other competent authority to be void, voidable, illegal, or otherwise enforceable, it will be severed from the Conditions so that it is ineffective to the extent that it is unenforceable, and shall have no effect on the enforceability of the remaining Conditions.
3. Pricing and Payment
3.1 Lexlogos’ quotations are given on the basis of Your description of the Source Material, the purpose of the Translated documents and/or Services, and any other instructions. Any Prices agreed for Translated documents and/or Services are also conditional on the accuracy and adequacy of Your description of the Source Material, the purpose of the Translated documents and/or Services, and any other instructions.
3.2 In the event that, in our opinion, Your description of the Source Materials is in any respect inaccurate and/or inadequate, we reserve the right to amend any quotation or reasonably to increase any previously agreed Price for the Translated documents unilaterally.
3.3 The Company reserves the right to make scheduled deliveries, each of a part, only of the overall amount and value of goods ordered by the buyer. Where any such scheduled delivery is made, the goods comprised within each delivery shall be deemed to have been sold and delivered under a separate contract for the sale of the goods the subject of such delivery and will be invoiced separately. The Buyer will pay for the goods delivered in each scheduled delivery without set off, counter claim or deduction in respect of any previous or future scheduled delivery or other goods ordered from the Company.
3.4 In addition to the Price, You shall also be liable to Lexlogos for any carriage, packing, insurance, applied to Lexlogos’ sale of the Translated documents and/or Services. VAT is included in Lexlogos rates and quotations.
3.5 Lexlogos’ quotations are given on the basis that the terms quoted will remain open for 30 days from the date of the quotation.
3.6 Payment shall be made within 30 days of invoice. All payments shall be made without deduction or set-off of bank charges.
3.7 Payments shall be made to any of our US or Canadian accounts, at Your convenience.
4. Delivery and Notice
4.1 Any dates given by Lexlogos for the delivery of the Translated documents and/or provision of Services are approximate only and, unless otherwise expressly agreed in writing, time is not of the essence for such delivery and/or performance and no delay shall entitle you to reject any delivery or performance or to repudiate Your contract with Lexlogos, or to claim any damages in relation to the same.
4.2 Lexlogos 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-performance by suppliers or sub-contractors, shortage of labour, an act of God, fire, inclement weather conditions, industrial action, hostilities, government order or intervention (whether or not having the force of law) or any other cause whatever beyond Lexlogos’ control or of an unexpected or exceptional nature.
4.3 Risk in the Translated documents and/or Services shall pass to You on delivery.
4.4 Any notice under or in connection with any contract to which these Conditions apply shall be in writing and shall be served by first class post or by hand on the party or sent by recorded delivery to that party’s last known address.
5. Your Obligations in Relation to the Source Material
5.1 All Source Material must be suitable for the purpose of the Translated documents and/or Services, and must be delivered to Lexlogos in such format and at such time as Lexlogos shall specify.
5.2 All amendments or additions to the Source Material must be delivered to Lexlogos clearly indicating how such amendments or additions relate to the previously submitted Source Material.
5.3 The prices for incorporating such amendments or additions into the Translated documents will be determined by Lexlogos in its sole discretion, taking into account such factors as the extent or such amendments and/or additions and the amount of work already completed by Lexlogos, and without the need for further consultation with You. By submitting any such amendments or additions to the Source Material You agree to pay such price for their incorporation.
6. Lexlogos’ Obligations and Liability in Relation to the Translated documents and/or Services
6.1 The Translated Works and Services will be produced and provided using all reasonable care and skill in accordance with the standards of the industry.
6.2 Lexlogos shall use all reasonable skill and care in selecting translators and other personnel used in producing the Translating Works and providing the Services.
6.3 No terms, conditions or warranties shall be incorporated regarding the quality or fitness for purpose of the Translated Works unless expressly incorporated by these Conditions.
6.4 Lexlogos makes no warranty that use of the Translated Works or the product of the Services will not infringe any patent, copyright, or trade secret or any other proprietary right of any third party.
6.5 Lexlogos shall incur no liability to You for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of Lexlogos prior to the relevant contract between Lexlogos and You.
6.6 Lexlogos does not warrant that the Translated Works and/or Services will meet any specific requirements, and nor do we warrant as to their accuracy, correctness or reliability. Lexlogos will only warrant accuracy, correctness or reliability if specific processes or services proposed by Lexlogos have been adopted by You without exception unless agreed by a Director of the company in writing.
6.7 Lexlogos shall have no liability for the loss or interception of the Source Materials or Translated Works.
6.8 Lexlogos shall not be liable for loss of profits, damage to your reputation or goodwill, anticipated savings, or any other indirect or consequential loss or damage whatever, save in respect of death or personal injury.
6.9 You must notify Lexlogos of any error or fault in relation to the Translated Works or the provision or Services within 10 days of delivery or provision of the same. After such time Lexlogos will not be liable to You in relation to any such error or fault.
6.10 Without prejudice to the above, in the event of any error or fault in the Translated Works or Services, You must give Lexlogos the opportunity to make good such error or fault. Unreasonable failure to do so will amount to a waiver of any related defense, claim or set-off against Lexlogos.
6.11 Lexlogos will correct the following errors without further charge to You, should they be notified in accordance with clause 7.9 above: outright mistranslation, omission, typographical error, grammatical mistake, or non-adherence to any approved glossary or reference work.
6.12 Lexlogos takes no responsibility for stylistic error where no style guides have been accepted or specified by Lexlogos in advance as applying. Both parties understand that translation is not an exact science and no two translators will translate any text in the same way as each other.
6.13 Without prejudice to the above, Lexlogos’s entire liability to You shall be limited to the price paid for the Translated Materials and/or Services.
7. Intellectual Property Rights
The Translated Works and any product of the Services, together with all associated intellectual property rights, shall remain the property (but not the risk) of Lexlogos until You have paid Lexlogos in full for the Translated Works and/or Services, following which they shall vest in you. All intellectual property rights in the Source Materials shall vest in You at all times. Notwithstanding, You acknowledge that Lexlogos is the sole and exclusive owner of all right, title and interest in and to (i) all methodology, information, software, and databases used in translating the Source Materials, and (ii) any inventions, methodology, innovations, know-how and databases developed by Lexlogos in the course of translating the Source Materials and/or providing the Services.
Lexlogos will not disclose any of Your confidential information to any person other than authorized employees or authorized subcontractors, save insofar as is necessary for the performance of any contract between Lexlogos and You, or insofar as such information is already a matter of public knowledge. The provisions of this paragraph will also not prevent Lexlogos from divulging any information required by any law enforcement or regulatory authority.
You shall indemnify, defend and hold harmless Lexlogos, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including all legal fees resulting from, arising out of, or incident to, any suit, claim or demand based on: (i) the performance of any contract under these Conditions by either party; (ii) Your breach of the covenants, representations and warranties made by you in these Conditions; (iii) the manufacture, advertisement, promotion, sale or distribution or any items by You; (iv) any taxes, duties, levies, tariffs, or like fees that may be imposed by any government or collection authority upon the manufacture, advertisement, promotion, use, import, licensing or distribution of the Source Material, Translated Works or product of the Services; and/or (v) any claim that any element of the Translated Works and/or other product of the Services infringes any copyright, trademark, patent or other proprietary rights.
In the event that You cancel, delay or reduce the scope of any contract between You and Lexlogos, for any reason at any time after such a contract has been made, the full price of the Translated Works and/or Services shall remain payable unless otherwise agreed in writing in advance. Following such payment any Source Materials, and completed Translated Works or other product of the Services, will be made available to You.