“Accepted Quote” means a Quote which the Client accepts in writing to Alphatrad Worldwide Ltd, including by the Client giving written notice to Alphatrad Worldwide Ltd to proceed with the Services (provided that the Client is not permitted to make any change to the Quote and if the Client does so, the Quote is deemed to be not accepted by the Client);
“Client” means the client that requests translation services from Alphatrad Worldwide Ltd (or on whose behalf translation services are requested) as subsequently named in the Quote;
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;
“Contract” means a contract comprising an Accepted Quote and these terms and conditions;
“Deliverables” means the final deliverables produced as a result of the Services;
“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;
“Quote” means a quote issued by Alphatrad Worldwide Ltd to the Client;
“Services” means the services specified in the Quote;
“Source Materials” means the document/s submitted by the Client to Alphatrad Worldwide Ltd for translation, as identified in the Quote;
“Alphatrad Worldwide Ltd” means Alphatrad Worldwide Ltd, a company registered in Malta;
“Website” means Alphatrad Worldwide Ltd’s website at www.alphatrad.it;
“Working Day” means any day other than a Saturday, Sunday or public holiday in Malta.
Requests for Translation Services
- No contract exists in respect of any request for translation services or in respect of any Source Materials that may be submitted to Alphatrad Worldwide Ltd, unless and until there is an Accepted Quote. Once there is an Accepted Quote, a ”Contract” is formed between the Client and Alphatrad Worldwide Ltd in respect of the Services described in that quote.
- Subject to clause 4 below, Alphatrad Worldwide Ltd will issue a Quote after receiving from a client a request for translation services.
- Alphatrad Worldwide Ltd reserves the right to decline to issue a Quote or to provide any translation services if the Source Materials contain any material which Alphatrad Worldwide Ltd at its discretion (and without any obligation on Alphatrad Worldwide Ltd to review the Source Materials for appropriateness, legality or otherwise) considers to be offensive, obscene, contrary to any law or otherwise considered by Alphatrad Worldwide Ltd to be inappropriate.
Provision of Services
Subject to receipt of all applicable amounts due from the Client, Alphatrad Worldwide Ltd will provide the Services as specified in the Accepted Quote and in accordance with Alphatrad Worldwide Ltd’s standard practices and procedures at the time the Quote was issued to the Client.
The Client must provide all information requested by Alphatrad Worldwide Ltd in respect of the Services and ensure that all such information is accurate and complete.
Alphatrad Worldwide Ltd provides services at different specified quality levels. It is the Client’s responsibility to select the preferred level of service to suit its requirements. Alphatrad Worldwide Ltd will deliver to the selected level of service as specified in the Accepted Quote and has no obligation to check whether that quality level is appropriate for the Client’s needs.
Alphatrad Worldwide Ltd 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. Alphatrad Worldwide Ltd will provide the Client with a corrected quote with the difference owing 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.
Alphatrad Worldwide Ltd 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.
On completion of the Services and subject to receipt by Alphatrad Worldwide Ltd of all amounts due from the Client, Alphatrad Worldwide Ltd will issue the Deliverables to the Client.
Alphatrad Worldwide Ltd will issue the Deliverables to the Client in accordance with Alphatrad Worldwide Ltd’s standard practices and procedures applicable at the time or as otherwise specified in the Quote. Alphatrad Worldwide Ltd will use reasonable endeavors 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 Alphatrad Worldwide Ltd accepts no liability for any delay in meeting the applicable timing.
Charges and Payment
The Client will pay all applicable fees as specified in the Accepted Quote. All payments must be made in full without deduction or set-off.
Any applicable value added tax, and any other applicable taxes and duties are added to the amount charged.
If any amount is not paid by the due date:
(a) Alphatrad Worldwide Ltd may charge interest on that amount at 10% per annum calculated from the due date up until the date that payment is received by Alphatrad Worldwide Ltd;
(b) Alphatrad Worldwide Ltd may suspend provision of Services or may cease to provide the Services or Deliverables and may at its discretion terminate the Contract.
Where a deposit option is offered to the client and the client pays by credit card, the client’s credit card will be stored in Alphatrad Worldwide Ltd’s third party online secure payment processing provider. Your card will be charged for the remaining figure (quote minus deposit already paid) on completion of the job and prior to the files being released.
Nothing in this Contract transfers to Alphatrad Worldwide Ltd, ownership of any Intellectual Property in the Source Materials or the Deliverables.
All Intellectual Property in the processes, methodology and know-how used by Alphatrad Worldwide Ltd in its performance of a Contract are and will remain the property of Alphatrad Worldwide Ltd Nothing in any Contract transfers to the Client any of Alphatrad Worldwide Ltd’s Intellectual Property.
The parties recognize and acknowledge the confidential nature of the Confidential Information.
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.
The Client represents and warrants to Alphatrad Worldwide Ltd that:
(a) it owns or has all necessary rights in the Source Materials to entitle it to submit the Source Materials to Alphatrad Worldwide Ltd 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 Alphatrad Worldwide Ltd or to the Website and will not use anything in respect of its use of the Website, the Services or otherwise in connection with Alphatrad Worldwide Ltd (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 Alphatrad Worldwide Ltd’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.
The Client indemnifies Alphatrad Worldwide Ltd 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 clause.
Alphatrad Worldwide Ltd’s Warranties
Alphatrad Worldwide Ltd warrants that it has authority to enter into and perform and the ability to perform its obligations under this Agreement.
The Client may, without cause, terminate a Contract (or, subject to this clause, part of a Contract) at any time up until 30 minutes after first payment in respect of that Contract has been received by Alphatrad Worldwide Ltd, by giving written notification to Alphatrad Worldwide Ltd 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.
Without limiting any other rights or remedies that Alphatrad Worldwide Ltd may have, Alphatrad Worldwide Ltd 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 Alphatrad Worldwide Ltd requiring payment.
Without limiting Alphatrad Worldwide Ltd’s rights under the above clauses, 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.
On Termination of a Contract
(a) any amounts due to Alphatrad Worldwide Ltd 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.
Alphatrad Worldwide Ltd will be liable for direct loss only (excluding loss of business or profits and excluding all consequential loss) up to a maximum of € 100 (One hundred Euros only).
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.
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.
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.
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.
Amendments: Except as specifically provided, no amendment to a Contract will be effective unless it is in writing and signed by both parties.
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.
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.
Independent contractor: Alphatrad Worldwide Ltd 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 venture of the other.
Suspension: Alphatrad Worldwide Ltd may suspend performance of its obligations under a Contract for so long as it is unable to perform for reasons outside of its control.
Assignment: The Client must not assign its rights under any Contract without the prior written consent of Alphatrad Worldwide Ltd
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.
Each Contract is governed by and construed in accordance with Malta law and the parties submit to the non-exclusive jurisdiction of Malta’s courts.