Terms & Conditions
Terms & Conditions
1.Payment is due within thirty (30) days of receipt of an invoice from Aplomb Ltd. or as agreed by Aplomb Ltd. at contract initiation. Advance payments may be requested. We may carry out credit checks or request references at our discretion. Late payments will be subject to interest. Aplomb Ltd. will not cover electronic transfer costs.
2.Confidentiality. Aplomb Ltd. will consider all matters as confidential. Aplomb Ltd shall not knowingly and without the prior consent of Client, divulge or otherwise disclose such information to any person other than authorized employees or authorized sub-Contractors of Aplomb Ltd. whose job performance requires such acts.
3.Title and Ownership. All right, title and interest in and to the Source Materials and, except as hereunder provided, the Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of the Client. Notwithstanding the above, the Client acknowledges that Aplomb Ltd. is the sole exclusive owner of all right, title, and interest in and to all (i) methodology, information, software, and databases used in translating the Source Materials, and (ii) inventions, methodology, innovations, know-how, and databases developed by Aplomb Ltd. in the course of translating the Source Materials, including any and all patent rights, copyrights, know-how, and trade secrets therein. The Deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of Aplomb Ltd. until Aplomb Ltd. shall have been paid in full for such Deliverables.
4.Limitation of Liability. Aplomb Ltd. will use all reasonable skill and care in selecting translators, interpreters and other personnel used to translate and perform other services. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the services or the translations shall be incorporated unless expressly set out in this Contract. Aplomb Ltd. will not be liable for loss of profits, business, Contracts, revenue, damage to Client reputation or goodwill and or any other indirect or consequential loss or damage whatsoever. Our entire liability to
the Client under any Contract including but not limited to in respect of the services provided shall not exceed the price payable to us by the Client under the Contract to which any claim relates. The Client must notify Aplomb Ltd. within 30 days of delivery of the services of any claim arising out of the provision of the services, together with full details of any claim.
5.Representations and Warranties. Aplomb Ltd. represents and warrants that it shall perform the translation in a manner consistent with its standard production procedures. Client represents and warrants (i) that it owns or is licensee of the Source Materials and all components thereof, and (ii) that translation of the Source Material and publication, distribution, sale or other use of the Deliverable shall not infringe upon any copyright, trademark, patent, or other right of any third party.
6.Indemnification. Client shall indemnify, defend, and hold harmless Aplomb Ltd, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) Client’s breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by Client, (iv) any taxes and from any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary rights.
7.Corrections. Aplomb Ltd. shall correct the following errors free of charge: outright mistranslation, omissions, typos, grammatical mistakes, or non-adherence to any approved glossary or reference. Aplomb Ltd. takes no responsibility for stylistic errors where no style guides have been created by Aplomb Ltd. or supplied by the Client. The Client agrees that Aplomb Ltd shall have no liability or obligation regarding errors in translations unless Aplomb Ltd. receives detailed written notification of the error(s) within 10 (ten) working days following delivery of the Deliverable to Client. Aplomb Ltd.’s sole obligation with respect to errors shall be the obligation to correct the Deliverable at no cost to Client.