TERMS & CONDITIONS
1.1 “Accepted Quote/ Estimate” means a Quote/ Estimate which the Client accepts in writing to Wordsburg, including by the Client giving written or email notice to Wordsburg to proceed with the Services or by the Client making a payment.
1.2 “Client” means the client that requests services from Wordsburg (or on whose behalf translation services are requested) as subsequently named in the Quote/ Estimate;
1.3 “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;
1.4 “Contract” means a contract comprising an Accepted Quote/ Estimate and these terms and conditions;
1.5 “Credit Account” means an account made available to the Client following completion of a credit account application form (with all requirements satisfied) and validation of the application by Wordsburg’s finance team;
1.6 “Deliverables” means the final deliverables produced as a result of the Services;
1.7 “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;
1.8 “Quote/ Estimate” means a quote/estimate issued by Wordsburg to the Client;
1.9 “Services” means the services specified in the Quote/ Estimate;
1.10 “Source Materials” means the document/s submitted by the Client to Wordsburg for translation, as identified in the Quote/ Estimate;
1.11 “Wordsburg ” means Wordsburg Translations Pte Ltd a company registered in Singapore;
1.12 “Website” means Wordsburg ’s website at www.wordsburg.com;
1.13 “Working Day” means any day other than a Saturday, Sunday or public holiday in Singapore.
2 Request for services
2.1 Each request for services made to Wordsburg and supply of content to Wordsburg is made subject to these terms and conditions.
2.2 No contract exists in respect of any request for services or in respect of any content that may be submitted to Wordsburg , unless and until there is an Accepted Quote/ Estimate. Once there is an Accepted Quote/ Estimate, a ‘Contract’ is formed between the Client and Wordsburg in respect of the Services described in that quote/estimate.
2.3 Subject to clause 2.4, Wordsburg will issue a Quote/ Estimate/ Estimate after receiving from a client a request for services made in accordance with the procedures used on the Website.
2.4 Wordsburg reserves the right to decline to issue a Quote/ Estimate or to provide any services if the content provided contain any material which Wordsburg at its discretion (and without any obligation on Wordsburg to review the contents for appropriateness, legality or otherwise) considers to be offensive, obscene, contrary to any law or otherwise considered by Wordsburg to be inappropriate.
3 Provision of Services
3.1 Subject to receipt of all applicable amounts due from the Client, Wordsburg will provide the Services as specified in the Accepted Quote/ Estimate and in accordance Wordsburg’s standard practices and procedures including the practices and procedures as described on the website at the time the quote/estimate was issued to the client.
3.2 The Client must provide all information requested by Wordsburg in respect of the Services and ensure that all such information is accurate and complete.
3.3 Wordsburg provides services at different specified quality levels. It is the Client’s responsibility to select the preferred level of service to suit its requirements. Wordsburg will deliver to the selected level of service as specified in the Accepted Quote/ Estimate and has no obligation to check whether that quality level is appropriate for the Client’s needs.
3.4 Wordsburg has no responsibility to complete the translation for the price quoted if the word count is different from originally quote/estimated. Wordsburg will provide the Client with a corrected quote/estimate with the difference owing for completion of the job and amended delivery date if necessary.
3.5 Should a Client purchase the translation services on a Saturday/Sunday or any Public Holiday, the working procedures will begin only on the Next Working Day and timeframes to be calculated from then.
3.6 Wordsburg has no responsibility to review the quality of the Source Content for typographical or any other errors and has no liability to review the Source Content or to correct any errors or omissions contained in any Source Content 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 Wordsburg of all amounts due from the Client, Wordsburg will issue the Deliverables to the Client.
3.8 Wordsburg will provide the deliverables to the Client in accordance with Wordsburg ’s standard practices and procedures applicable at the time or as otherwise specified in the Quote/ Estimate. Wordsburg 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/ Estimate, but Wordsburg accepts no liability for any delay in meeting the applicable timing.
4.1 The Client will pay all applicable fees as per the terms specified in the Quote/ Estimate
4.2 All payments must be made in full without deduction or set-off.
4.5 Any applicable GST/VAT or other applicable taxes and duties are to be added seperately.
4.6 If any amount is not paid by the due date:
(a) Wordsburg may charge interest on that amount at 10% calculated from the due date & up until the date that payment is received by Wordsburg ;
(b) Wordsburg 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.
4.7 Where the Client is required to pay a deposit (an amount payable prior to commencement of the Services) and the Client pays by credit card, the Client’s credit card will be stored in Wordsburg ’s third party online secure payment processing provider Stripe Inc. (www.stripe.com). For more details on this secure storage see Your card will be charged for the remaining figure (quote/estimate minus deposit already paid) on completion of the job and prior to the files being released.
5 Refund policy
5.1 Wordsburg will provide a refund to the Client in respect of the affected services if:
(a) The amount is charged accidentally/ by mistake. In order to process refund a substantial proof has to be submitted showcasing that we have charged by mistake (covers double charges, a mistake in invoices)
(b) The work deliverables are made in wrong target language or a wrong file is translated.
(c) The request for a refund should be made via email sent to ; phone calls will not be sufficient. The request for a refund must include: Estimate/Quote/Job Number, date of commissioning, name of company under which the service was commissioned, name of person the invoice was billed to, the e-mail address used at the time of the commissioning of the required service and the manner in which the service was paid for (eg Credit Card, Cash, Remittance).
(d) Where applicable the Client has clearly explained why any rectifications proposed by Wordsburg would not be effective.
(d) An undertaking that is endorsed by the Client and submitted to Wordsburg that clearly states that the Client will not use the relevant deliverables submitted by Wordsburg in part or in whole for personal, business, commercial or any other purposes.
5.2 Wordsburg will investigate and if applicable, will process refunds within 5 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 Wordsburg has determined whether a refund is necessary. If Wordsburg determines that the refund request meets the requirements of this clause 5, Wordsburg will notify the client in writing and advise the payment method that will be used to refund the money paid.
6 Intellectual Property
6.1 Nothing in this terms of service transfers to Wordsburg, ownership of any Intellectual Property of the Source Content or the Deliverables.
6.2 All Intellectual Property in the processes, methodology and know-how used by Wordsburg in its performance of a Contract are and will remain the property of Wordsburg . Nothing in any Contract transfers to the Client any of Wordsburg’s Intellectual Property.
7 Confidential Information
7.1 The parties recognise and acknowledge the confidential nature of the Confidential Information.
7.2 Neither party may disclose any Confidential Information other than:
(a) to its directors, employees, consultants, 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.
(d) legal bodies like court, if necessary
8 Client warranties
8.1 The Client represents and warrants to Wordsburg that:
(a) it owns or has all necessary rights in the Source Content and authorised to submit to Wordsburg 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 Wordsburg or to the Website and will not use anything in respect of its use of the Website, the Services or otherwise in connection with Wordsburg (whether a device, software or any other thing whether embedded into the Source Content or otherwise) that will or could interfere with the functioning of Wordsburg’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.
8.2 The Client indemnifies Wordsburg 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 Wordsburg’s warranties
9.1 Wordsburg 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 of service, 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 Wordsburg to the extent permitted by law.
10.1 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 Wordsburg, by giving written notification to Wordsburg within that 30 minute time period. The Client may only terminate part of a Contract where separate pricing is specified in the Accepted Quote/ Estimate 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.
10.2 Without limiting any other rights or remedies that Wordsburg may have, Wordsburg 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 Wordsburg requiring payment.
10.3 Without limiting Wordsburg’s rights under clause 10.2, 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.
10.4 On termination of a Contract:
(a) any amounts due to Wordsburg 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.
For Professional Services, Wordsburg will be liable for direct loss only (excluding loss of business or profits and excluding all consequential loss) up to a maximum of the amount paid by the Client to Wordsburg for the Services.
12 Dispute resolution
12.1 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
12.2 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.
12.3 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.
12.4 The mediation must be conducted in terms of the Singapore Mediation Centre/Singapore International Mediation Centre Mediation Agreement. The mediation must be conducted by a mediator at a fee agreed by the parties. Failing agreement between the parties, the mediator will be selected and his/her fee determined by the Chair for the time being of SMC.
13 Consumer Guarantees Act
13.1 If the Client acquires, or holds itself out as acquiring, services from Wordsburg under a Contract for the purposes of a business, and the Consumer Protection Fair Trading Act (Chapter 52 A) would apply were it not for this clause 13.1, the Consumer Protection Fair Trading Act (Chapter 52 A) will not apply.
14.1 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.
14.2 Amendments: Except as specifically provided, no amendment to a Contract will be effective unless it is in writing and signed by both parties.
14.3 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.
14.4 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.
14.5 Independent contractor: Wordsburg 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 venturer of the other.
14.6 Suspension: Wordsburg may suspend performance of its obligations under a Contract for so long as it is unable to perform for reasons outside of its control.
14.7 Assignment: The Client must not assign its rights under any Contract without the prior written consent of Wordsburg .
14.8 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.
14.9 Precedence: In the event of any conflict or inconsistency as between the Accepted Quote/ Estimate and these terms and conditions, unless specified otherwise in these terms and conditions, these terms and conditions will take precedence.
15.1 Notices under each Contract must be in writing and sent by post or facsimile to the address or facsimile number specified in the Quote/ Estimate (unless otherwise notified on seven days written notice).
15.2 Notices sent by post shall be deemed received 10 days after posting to or from an overseas destination and three days after posting within Singapore and notices sent by facsimile shall be deemed received on transmission so long as the sender has a transmission report specifying the correct number of pages sent, the date and time of transmission and that transmission was successful.
16 Governing law
16.1 Each Contract is governed by and construed in accordance with Singapore law and the parties submit to the non-exclusive jurisdiction of the Singapore courts.of se