NEW LINGO (TRANSLATION SERVICES) LIMITED
TERMS AND CONDITIONS
These Terms and Conditions ("Terms") form the contract between New Lingo (Translation Services) Limited (the "Company") and yourself (the "Customer") for the supply by the Company to the Customer of the Services (as defined below).
1. Definitions
1.1 In these Terms: "Company" means New Lingo (Translation Services) Limited, a Company incorporated under the Companies Act 1993 (1446059) and having its Registered Office at Level 22 Vero Centre, 48 Shortland Street, Auckland; "Customer" means the person for whom the Company has agreed to provide the Services in accordance with these Terms; "Credit Arrangement" means in relation to the payment of the Fee in Clause 4, the consent of the Company to allow Customers to pay by credit card or by any other credit arrangement agreed in advance by the Company; "Fee" means the fee payable by the Customer to the Company in accordance with clause 4; "Services" means the translation services, multi-lingual web-design and any other services that the Company may provide to the Customer.
1.2 In these Terms the singular includes the plural and vice versa; and clause headings are included for convenience only and will not affect the interpretation of this Agreement.
2. Services
2.1 The Company agrees to provide the Services to the Customer in accordance with these Terms.
2.2 The Company will use reasonable commercial endeavours to deliver the Services within any agreed time, but will not be liable to the Customer or be in breach of these Terms by reason of any delay in performing, or any failure to perform, any of the Services, if the delay or failure is due to any cause beyond the Company's reasonable control.
2.3 The Company will keep confidential all information and documents delivered to it by the Customer and will not disclose any such information or the contents of such documents to any third party unless compelled to do so by law.
2.4 The Company reserves the right to modify, suspend or discontinue any or all of the Services at its sole discretion, without prior notice.
2.5 The Company reserves the right to reasonably alter these Terms at any time by giving the Customer notice in writing.
3. Use of Services
3.1 The Customer is at all times responsible for the use of the Services.
3.2 Where the Customer accesses the Services by means of the Internet, the Customer is responsible for providing access to the Services, including a computer, modem and/or additional communications equipment and a telephone line capable of connecting to and accessing the Services. The internal network configuration remains the responsibility of the Customer. Any interruptions to the Services that occur as a result of an internal configuration issue are not deemed an interruption or suspension of the Services.
3.3 The Company expressly has no responsibility for the content of the documents submitted to it by the Customer, nor does the Company have any responsibility for the implications of any of its translations.
3.4 The Customer will indemnify the Company against all liabilities, losses, or costs that the Company may incur as a result of any claim that may be made against the Company in consequence of the content of any document translated by the Company.
4. Charges
4.1 The price payable by the Customer for the Services will be set out in the order or invoice directly relating to the Services provided by the Company, or otherwise agreed with the Company by email or other correspondence.
4.2 All payments are to be made in New Zealand dollars strictly within 14 days of the invoice being issued.
4.3 The Company will add to the Fee all New Zealand Goods and Services Tax, for which the Customer will be additionally liable at the applicable rate from time to time.
4.4 The Company reserves the right at its sole discretion: (a) to charge the Customer by Credit Arrangement; (b) to demand payment in advance; (c) to charge the Customer any bank transfer fees and expenses and any other currency conversion costs in addition to the Fee; (d) to charge interest on any amounts due by the Customer to the Company that are not paid on the due date, at 4% above the base rate from time to time charged by the Company's bankers, from the due date until the outstanding amount is paid in full. Interest will accrue on a daily basis.
5. Warranties and Liability
5.1 The Company warrants to the Customer that the Services will be provided using reasonable care and skill. The Company expressly does not give the Customer any other warranties whatsoever and excludes any implied warranties to the maximum extent permitted by law.
5.2 Except as expressly provided in these Terms, the Company will not be liable to the Customer for any representation or any implied warranty, condition or other term, for any duty at common law, for any loss of profit or any indirect, special or consequential loss, damage, cost, expenses or other claims (whether caused by the negligence of the Company, its agents or employees or otherwise) which in connection with the provision of Services or their use by the Customer.
5.3 Where the Company translates any legal or other documents of a technical nature and content, the Customer fully understands that the Company is not an expert in such matters and that no reliance whatsoever can be placed on the translation being completely accurate. It is the Customer's sole responsibility to take legal advice in the relevant jurisdiction before placing any reliance on the translated document. The Company will not be liable for any such reliance, nor any other loss that the Customer may incur.
5.4 The Customer expressly acknowledges that the use of the Services is at the Customer's sole risk. The Company, its agents, contractors, licensors and employees do not guarantee that the Services will be uninterrupted or free from error.
5.5 Except where liability cannot by law be limited, the entire liability of the Company under or in connection with the provision of the Services will not exceed the amount of the Company's charges for the provision of the Services, except as expressly provided in these Terms.
5.6 The Company contracts under these Terms solely with the Customer and expressly has no contractual relationship or liability of whatever nature under these Terms to any third party.
6. Termination
6.1 Without prejudice to clause 2.4, the Company may terminate the Services at any time without prior notice and without affecting any accrued rights or claims of the Company where the Services are misused by the Customer, for non-payment of the Fee or for breach of these Terms or in the case of the insolvency of the Customer.
6.2 Without prejudice to clause 2.4, the Company may suspend provision of the Services for the duration of any non-payment period.
6.3 For the avoidance of doubt, where the Services are terminated by the Company under this clause 6, the Customer will remain liable for the full Fee for the Services completed, all work in progress and any interest payable under clause 4.4(d).
7. General
7.1 The Company may assign its rights and obligations under these Terms in whole or in part. The Customer may not assign, re-sell, license or otherwise transfer its rights and obligations under these Terms in whole or in part without the prior written consent of the Company.
7.2 No failure or delay by either party in exercising any of its rights under the Agreement will be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other will be considered as a waiver of any subsequent breach of same or any other provision.
7.3 The Company may collect and hold personal information provided by the Customer to process the Customer's order and to provide the Services. The Company will hold the personal information collected at [insert address where information will be held]. Under the Privacy Act 1993 if the Customer is an individual he or she has rights of access to and correction of his or her personal information held by the Company by contacting [insert ph no or email address]. Failure to provide necessary personal information at the time of collection may result in the Company being unable to provide some or all of the Services.
7.4 These Terms constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. All other terms and conditions, either issued by the Customer or express or implied by statute or otherwise, are expressly excluded to the full extent permitted by law.
7.5 Any notice required or permitted to be given by either party to the other under these Terms will be in writing addressed to the other party at its registered office or principal place of business and will be delivered personally or sent by prepaid first class letter or by facsimile. Any notice: (a) delivered personally will be deemed delivered on the day of delivery; (b) sent by post will be deemed (in the absence of evidence of earlier receipt) to have been delivered two days after despatch; (c) sent by electronic mail will be deemed to have been delivered on the same day following its sending (in the absence of evidence of delivery failure); (d) sent by facsimile will be deemed to have been delivered on the day following its sending and in proving the fact of sending it will be sufficient to show a transmission report showing that the facsimile had been sent to the facsimile number of the other party at its registered office or principal place of business.
7.6 If any provision of these Terms is held to be invalid and unenforceable but would be valid and enforceable if modified, then such provision will apply subject to such modification as may be necessary to make it valid and enforceable.
7.7 This Agreement will be governed by and interpreted in accordance with laws of New Zealand and the parties hereby submit to the non-exclusive jurisdiction of the Courts of New Zealand.