- These standard terms and conditions apply to all agreements between private individuals or private companies or corporations (“the Customer”) and KM Translations Ltd in respect of any translation (“the Agreement”).
- All translations are based on the document(s) to be translated (“the Source Material”) and instructions provided by the Customer. Any changes or amendments to the Source Material or instructions of the Customer after the Agreement has been entered into will incur additional cost.
- If the Customer is in possession of previous translations of the Source Material or material similar to the Source Material, the Customer shall provide KM Translations Ltd with a copy of such translations and KM Translations Ltd will endeavour to provide a consistent translation of the Source Material.
- All quotes are based on the Source Material and instructions from the Customer and are valid for 15 days. Although every effort is made for quotes to be as accurate as possible, KM Translations Ltd reserves the right to change quotes if the translation of the Source Material requires significantly more work than anticipated. KM Translations Ltd will inform the customer of any changes to the agreed quote. If no agreement can be reached, KM Translations Ltd will invoice the Customer only for the work carried out up to that point.
- KM Translations Ltd’s translation process usually involves one translator working on the Source Material and is carried out using reasonable skill and care in accordance with relevant industry practise. Extra fees will apply if the Customer requests the translation to be carried out differently, for example by employing an additional proof-reader.
- For larger projects, a deposit of 50% will be required prior to commencing the Translation. This is non-refundable, except in the case of gross error in the delivered translation.
- KM Translations Ltd will notify the Customer once the translation is finished (“the Final Translation”). Full payment is required upon delivery of the Final Translation or within the timeframe agreed between KM Translations Ltd and the Customer prior to commencing the translation. KM Translations Ltd delivers Final Translations in digital format and can also arrange shipment of the Final Translation at extra cost. If shipment is required, full payment must be received prior to shipment.
- All bank fees incurred in submitting payment for the Agreement will be borne by the Customer.
- If payment is not received by the due date, a penalty fee of NZD $50 will be applied, and a 1.5% monthly interest fee will be charged on the outstanding balance.
C. Warranties and Liabilities
- KM Translations Ltd will do its best to ensure that the Final Translation meets the Customer’s specific requirements and is error-free. However, all translations can vary linguistically depending on their nature and purpose, the target audience and the source text. The fact that there is more than one possible interpretation of the Source Material and that it could be translated differently does not entitle the Customer to refuse payment or reject the Final Translation as unsatisfactory.
- KM Translations Ltd warrants that the Final Translation is, within the limits as described above, an accurate translation of the Source Material. KM Translations Ltd is not liable for any subsequent changes by the Customer to the Final Translation regardless of their nature and whether they are made to the text, layout or formatting.
- The Customer shall raise any issues regarding the Final Translation within 30 days of receipt. If the Customer requests a review of the whole or part of the Final Translation, such review will be undertaken for an appropriate fee which will be agreed between the parties. KM Translations Ltd may, at its sole discretion, waive all or part of the fee if the review finds any significant errors in the Final Translation.
- KM Translations 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 Final Translation.
- KM Translations Ltd shall not be liable for any loss of profits, business, contracts, revenue, damage to the Customer’s reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever arising out of or in relation to the Agreement and the Final Translation.
- KM Translations Ltd’s entire liability for the Final Translation under the Agreement is limited to the agreed quote.
- In the event of a dispute arising in relation to a Final Translation, the Customer will notify KM Translations Ltd in writing with confirmation of receipt. If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the Customer, the parties must immediately refer the dispute to mediation.
- Each Agreement is governed by and construed in accordance with New Zealand law and the parties submit to the exclusive jurisdiction of the New Zealand courts.
- If the Customer acquires services from KM Translations Ltd under an Agreement for the purposes of a business, and the Consumer Guarantees Act 1993 would apply were it not for this clause, the Consumer Guarantees Act 1993 will not apply.
D. Intellectual Property and Copyright
- The Customer warrants that the Source Material and the Final Translation do not infringe any intellectual property rights and will indemnify KM Translations Ltd for any costs, claims, or damages arising out of the Agreement, including but not limited to management time and legal fees, and will at its own cost defend or settle any claim, action or proceedings brought against KM Translations Ltd, based upon a claim of intellectual property rights infringement in relation to the Source Material or Final Translation.
- The intellectual property in the Final Translation shall vest in the Customer once full payment has been received. KM Translations Ltd is entitled to retain one copy of the Source Material and Final Translation free of charge and for internal business use only (for example as future reference material). The same applies if the Customer refuses payment for the Final Translation or rejects it as unsatisfactory.
- Severability: If any provision of an Agreement is held invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provisions which shall be deemed deleted.
- Independent contractor: KM Translations Ltd is an independent contractor to the Customer and is in all respects independent of the Customer. Nothing in any Agreement constitutes either party a partner, agent, employee or joint venturer of the other.
- Suspension: KM Translations Ltd may suspend performance of its obligations under an Agreement for so long as it is unable to perform for reasons outside of its control.