1.1 “VnTranslation” means Global Associate Limited, the company registered with business license No. 0309507155 dated 3rd November 2009 issued by Department of Planning and Investment of Ho Chi Minh City, Vietnam (or on whose behalf services are requested) as subsequently named in the Quote;
1.2 “We” means VnTranslation, as set forth in clause 1.1;
1.3 “Client” means the client that requests services from VnTranslation;
1.4 “You” means Client, as set forth in clause 1.3
1.5 “Party” shall refer to a service provider or client that requests services from VnTranslation;
1.6 “Website” means VnTranslation’s online portal; and platform where you can access your VnTranslation Account, initiate Orders and access the Service
1.7 “Users” means visitors to VnTranslation’s website or the Service who are not registered users
1.8 “Working Day” means any day other than a Saturday, Sunday or public holiday in Vietnam
1.9 “Quote” means a quote issued by VnTranslation to the Client;
1.10 “Accepted Quote” means a Quote which the Client accepts in writing to VnTranslation, including by the Client sending email to VnTranslation to proceed with the Services or by the Client clicking ‘Submit’ or ‘Register’ on website;
1.11 “Services” means the services specified in the Quote;
1.12 “Contract or Agreement” means a contract or agreement comprising an Accepted Quote and these terms and conditions;
1.13 “Orders” means any order for Services created or registered by a Client, and accepted by VnTranslation via an acknowledge in the Platform or otherwise in writing.
1.14 “Source Materials” means the document/s submitted by the Client to VnTranslation for translation, as identified in the Quote and any guidelines, glossary and other materials provided by Client
1.15 “Deliverables” means the final deliverables produced as a result of the Services;
1.16 “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;
1.17 “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;
2. Services
2.1 All services, including but not limited to: translations, interpretation, Transcription, Subtitling and Captioning, Voiceover, DTP, notarizations, Apostilles, legalizations, and certifications, shall be done in the manner and form indicated and displayed on the VnTranslation website. All services of alternate forms or means requested by the client must be agreed upon by the parties in writing and stipulated in detail in this document
2.2 Each request for translation and interpretation services made to VnTranslation and supply of Source Materials to VnTranslation is made subject to these terms and conditions.
2.3 No contract exists in respect of any request for translation and interpretation services or any other services in respect of any Source Materials that may be submitted to VnTranslation unless and until there is an Accepted Quote. Once there is an Accepted Quote, a ‘Contract’ is formed between the Client and VnTranslation in respect of the Services described in that quote.
2.4 Subject to clause 2.4, VnTranslation will issue a Quote after receiving from a client a request for services made in accordance with the procedures used on the Website.
2.5 The word count of the translation will change because of the nature of the different languages, but this will not change the final price of your document.
2.6 VnTranslation reserves the right to decline to issue a Quote or to provide any translation services if the Source Materials contain any material which VnTranslation at its discretion (and without any obligation on VnTranslation to review the Source Materials for appropriateness, legality or otherwise) considers to be offensive, obscene, contrary to any law or otherwise considered by VnTranslation to be inappropriate.
3. Provision of Services
3.1 Subject to receipt of all applicable amounts due from the Client, VnTranslation will provide the Services as specified in the Accepted Quote and in accordance VnTranslation’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 VnTranslation in respect of the Services and ensure that all such information is accurate and complete.
3.3 VnTranslation provides services at different specified quality levels. It is the Client’s responsibility to select the preferred level of service to suit its requirements. VnTranslation 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.
3.4 VnTranslation 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. VnTranslation 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.
3.5 Should a Client purchase the services on weekend then it may result in a minor delay in the timeframe to complete. VnTranslation will use its best endeavours to ensure this does not happen but will notify the Client as soon as practicably possible on a Monday identifying of any delay.
3.6 VnTranslation 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.
3.7 On completion of the Services and subject to receipt by VnTranslation of all amounts due from the Client, VnTranslation will issue the Deliverables to the Client.
3.8 VnTranslation will issue the Deliverables to the Client in accordance with VnTranslation’s standard practices and procedures applicable at the time or as otherwise specified in the Quote. VnTranslation will use reasonable endeavours 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 VnTranslation 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, 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.
4.2 if the total amount payable is:
Less than or equal to 1,000,000 VN dongs or 50 US dollars: the total amount is due prior to commencement of the Services;
Greater than 1,000,000 VN dongs or 50 US dollars: 50% of the total amount payable is due prior to commencement of the Services; and the remaining 50% of the total amount payable is due prior to release of the Deliverables to the Client;
4.3 Where the Client has a principle contract with VnTranslation:
All invoices issued to Clients that have a principle contract are due for payment within 30 days of the date of releasing of the Deliverables to the Client;
4.4 If any amount is not paid by the due date:
Vntranslation may charge interest on that amount at 5% per month calculated from the due date up until the date that payment is received by Vntranslation;
Vntranslation may suspend provision of Services or may cease to provide the Services or Deliverables and may at its discretion terminate the Contract in accordance with clause 10.2.
5. Refund policy
5.1 Vntranslation will provide a refund to the Client in respect of the affected Services if:
The Deliverables is not delivered to the Client as specified in the Accepted Quote, provided that no refund will be made if the Client has not provided all required information to Vntranslation, as requested by Vntranslation, in a timely manner;
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 5 working days of submission of the relevant Deliverable to the Client:
The request for a refund is received by VnTranslation, in writing via email; phone calls will not be sufficient.
An undertaking that is endorsed by the Client and submitted to VnTranslation that clearly states that the Client will not use the relevant Deliverables / translations delivered by VnTranslation in part or in whole for personal, business, commercial or any other purposes.
5.3 VnTranslation will endeavour to investigate and where applicable to process refunds within 3 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 VnTranslation has determined whether a refund is necessary. If VnTranslation determines that the refund request meets the requirements of this clause 5, VnTranslation 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 VnTranslation, 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 VnTranslation in its performance of a Contract are and will remain the property of VnTranslation. Nothing in any Contract transfers to the Client any of VnTranslation’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:
to its directors, employees, contractors or subcontractors to the extent necessary in the performance of the Contract;
with the express prior written consent of the other party; or
to its professional advisers.
7.3 Non-Disclosure Agreement (NDA): The Non-Disclosure Agreement between VnTranslation and Client can be signed along with the contract, the form can be found at Non-Disclosure Agreement
8. Client warranties
8.1 The Client represents and warrants to VnTranslation that:
it owns or has all necessary rights in the Source Materials to entitle it to submit the Source Materials to VnTranslation and to request the Services and that by doing so the Client is not infringing the Intellectual Property rights of any third party;
it will not submit and has not submitted anything to VnTranslation or to the Website and will not use anything in respect of its use of the Website, the Services or otherwise in connection with VnTranslation (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 VnTranslation’s systems and/or the Website; and
it has authority to enter into and perform and the ability to perform its obligations under this Agreement.
8.2 The Client indemnifies VnTranslation 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 8.
9. VnTranslation’s warranties
9.1 VnTranslation 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 VnTranslation to the extent permitted by law.
10. Termination
10.1 On termination of a Contract:
10.2 any amounts due to VnTranslation will become immediately due and payable;
10.3 the provisions of the Contract that are by their nature intended to survive termination will remain in full force.
10.4 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 in respect of that Contract has been received by VnTranslation and before 4:30 pm on working day, by giving written notification to VnTranslation 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.
10.5 Without limiting any other rights or remedies that VnTranslation may have, VnTranslation may terminate the Contract on written notice to the Client if the Client fails to pay any overdue amount within a week following written notice from VnTranslation requiring payment.
10.6 Without limiting VnTranslation’s rights under clause 10.2, either party may terminate the Contract immediately if the other party:
breaches any of its obligations under the Contract and fails to remedy the breach within 15 days of receiving notice requiring the breach to be remedied; or
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.
11. Dispute resolution
11.1 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.
11.2 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.
11.3 If the parties are unable to resolve the dispute by discussion and negotiation within 15 days of receipt of the written notice from the first party, then the parties must immediately refer to the competent Court at Ho Chi Minh City, Vietnam
11.4 The decision of the competent Court shall be final and binding.
11.5 The cost of the Court shall be borne by the loss parties, unless such Court otherwise directs.
12. General
12.1 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.
12.2 Amendments: Except as specifically provided, no amendment to a Contract will be effective unless it is in writing and signed by both parties.
12.3 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.
12.4 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.
12.5 Assignment: The Client must not assign its rights under any Contract without the prior written consent of VnTranslation.
12.6 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.
12.7 Precedence: In the event of any conflict or inconsistency as between the Accepted Quote and these terms and conditions, unless specified otherwise in these terms and conditions, these terms and conditions will take precedence.
12.8 We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Contract.
12.9 Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.