CONTRACT

on the provision of translation services

The individual / legal entity completing the translation service order form, acting in its own name or representing the interests of another individual and being duly authorised to do that (referred to hereinafter as the Customer), and

the "Emendatus" Limited Liability Company, registration No. 40103743343 (referred to hereinafter as the Contractor),

both jointly referred to hereinafter as the Parties and each one separately – as a Party, with no coercion or deceit, expressing their own free will and proceeding from the considerations of mutual benefit, hereby enter this Contract (hereinafter – the Contract) on the following:

1. Subject matter of the Contract

1.1. The Customer shall order, and the Contractor shall carry out the translation of the document(-s) attached to the order form (hereinafter – the Services).

1.2. The translation pair (the source language and the target language), the delivery term, preferred way of payment and other information pertaining to the process of rendering the Services shall be specified by the Customer in the order form, which shall be regarded to as an addendum to this Contract and an integral part thereof.

1.3.The provisions of the Contract do not apply to interpretation services. Such services are provided in accordance with separate agreements made in regard to each specific order.

2. Procedure of execution and the effective term of the Contract

2.1. The Contract takes effect as soon as all the following conditions are met:

2.1.1.The Customer has provided the document intended for translation as well as any other information required for rendering the Services to the Contractor by filling out the order form provided at the Contractor's website.

2.1.2.The Contractor has had the Price Quotation (see section 3 of this Contract) prepared and sent to the Customer by e-mail.

2.1.3.The Customer has confirmed its consent to the terms and conditions provided in the Price Quotation by forwarding a response to the Contractor's e-mail address.

2.2. As soon as the conditions provided for in clauses 2.1.1 through 2.1.3 are met, the provisions of this Contract and the Price Quotation become binding for the Parties.

2.3. The Contract retains effect until the Parties discharge their contractual liabilities in full.

2.4. Confidentiality provisions (section 6 of this Contract) shall survive the expiration or termination of this Contract.

2.5. The Contractor assumes the liabilities imposed by this Contract by preparing and sending the Price Quotation to the Customer.

2.6. The Customer assumes the liabilities imposed by this Contract by confirming its consent to the conditions provided in the Price Quotation with an e-mail.

3. Price Quotation and the procedure of payment for the Services

3.1. The Price Quotation is an official statement of the Contractor's liabilities to the Customer and vice versa.

3.2. The Price Quotation is prepared by the Contractor in reliance upon the data received from the Customer and sent to the Customer's e-mail address for familiarization therewith and confirmation thereof as soon as possible.

3.3. The Price Quotation contains the following information:

3.3.1.the cost of the Services;

3.3.2.the Service delivery time;

3.3.3.information regarding the formatting as may pertain to the order;

3.3.4.other information important for the Parties.

3.4. The Price Quotation also includes all the attendant expenses, if any (the cost of notarial certification, dispatch by mail, etc.).

3.5. The cost of the order is calculated by the Contractor in reliance upon the basic rates, the volume of the order and the language pair, also considering the delivery time, the way the source text is provided and other factors.

3.6. Discounts are provided by the Contractor at its own discretion, in accordance with the Contractor;s pricing policy and the proposals made within the boundaries of marketing campaigns.

3.7. The Services are paid according to an invoice issued by the Contractor. The total amount payable, the payment terms, payment details and other information pertaining to the payment of the Services is specified in the aforementioned invoice that the Contractor issues after the receipt of the confirmation from the Customer and/or the fulfilment of the order; the invoice becomes an integral part of this Contract.

3.8. The payment is made by transferring the respective amount to the Contractor's bank account specified in the invoice issued by the Contractor to the Customer in accordance with the provisions of clause 3.7. Subject to agreement between the Parties, the payment may also be made otherwise, e.g. using electronic payment systems (PayPal, Webmoney, etc.).

3.9. The payment is deemed made as soon as the respective amount is credited into the Contractor's bank account. If necessary, the Customer may confirm the fact that the payment has been made by providing a copy of the respective payment order to the Contractor.

3.10.Any commissions and other charges incidental to the payment of the order shall be borne by the Customer. The Contractor may have the amounts of any fees that the Contractor will have to pay in order to withdraw the remuneration paid by the Customer from any payment system and have it credited into the Contractor's bank account included in the Price Quotation and in the invoice issued to the Customer.

4. Responsibility of the Parties

4.1. The Customer is responsible for:

4.1.1.The correctness of the source text to be translated.

4.1.2.The timely provision of all the information as may be required for fulfilling the order.

4.1.3.Paying the Services provided in full and in a timely manner.

4.1.4.In case the Customer fails to pay the remuneration due for the service provided in full at the due time, it shall be liable to a penalty of 1% (one percent) of the amount in arrears for each day of the delay payable to the Customer. Payment of the penalty does not exempt the Customer from the liabilities imposed by this Contract. 

4.1.5.The precision of the Customer's personal and contact data specified in the order form. In case the Customer's personal or contact data are specified incorrectly, either accidentally or intentionally, the person placing the order thereby assumes full responsibility pertaining to this Contract and shall be liable for the discharge of the liabilities imposed thereby to the maximum extent permitted by the legislation of the Republic of Latvia.

4.1.6.In case an order is placed by an individual on behalf of another individual or a legal entity (i.e. the actual customer), such individual's consent to the terms and conditions of this Contract shall in the meantime be deemed a confirmation of his/her right to represent the actual customer, which entails the assumption of full responsibility in this regard pursuant to the provisions of clause 10.2 of this Contract.

4.2. The Contractor is responsible for:

4.2.1.The provision of the Services in full.

4.2.2.The quality of the services provided. In case the Customer is dissatisfied with the quality of the services rendered, it should file the respective claim with the Contractor, specifying any faults that were identified. Having received the aforementioned claim, the Contractor must:

4.2.2.1. have this claim considered as soon as possible and provide a response thereto, expressing either its agreement or disagreement therewith in full or in part.

4.2.2.2. in case the Contractor consents to the claim, it shall rectify the respective faults as soon as possible, using its own resources and at its own expense, and have the proofread edition of the translated text sent to the Customer. The time required for rectifying the faults shall be added to the total lead time; at that, if the deadline agreed upon previously is not met, the provisions of clause 4.2.3 of this Contract shall apply. 

4.2.2.3. In case the Contractor rejects the claim, it shall provide a motivated response to the claim and have it sent to the Customer as soon as possible, but no later than within 2 (two) business days.

4.2.3.Fulfilling the order within the term specified in the Price Quotation. In case the Contractor fails to adhere to the order schedule, it shall be held responsible in accordance with the following provisions:

4.2.3.1. The amount payable by the Customer to the Contractor decreases by 2% (two percent) for each whole hour of the delay (i.e. a delay of less than 1 (one) hour will cause no such penalty).

4.2.3.2. The provisions of clause 4.2.3.1 do not apply to the orders scheduled for completion within rigidly defined terms, which is to be stated respectively in the order form and in the Price Quotation. In case the Contractor fails to observe the strict deadline set for such project, it shall be held responsible to the extent of 100% of the cost of such order (i.e. in this case the Customer shall be exempted from the liability to pay for the Services).

4.2.3.3. Application of the provisions of clause 4.2.3.2 of this Contract is subject to the following reservations:

4.2.3.3.1.A delay of no more than 20 minutes on part of the Contractor shall not trigger the application of the provisions of clause 4.2.3.2.

4.2.3.3.2.The provisions of clause 4.2.3.2 are not applied in case the total volume of the project and the deadline for the performance thereof imply that the translation must be carried out at a rate greater than 20000 characters (of the source text) within a 24-hour period.

4.2.3.3.3.Occurrence of the circumstances specified in clause 4.2.3.2 does not exempt the Contractor from the liability to complete the order in full.

5. Order cancellation

5.1. The Customer may cancel an order by sending the respective notice to the Contractor's e-mail address. Apart from that, the Customer must inform the Contractor of the cancellation by phone immediately.

5.2. The Contractor may reject the Customer's request to cancel the order if there are intrinsic reasons for that. In case the Contractor accepts the Customer's cancellation request, the Contractor may, at its own discretion and depending upon the degree of fulfilment of the order at the moment of cancellation thereof:

a) agree to have the order cancelled in full. In this case the Parties are exempted from all liabilities imposed by this Contract, except for those pertaining to confidentiality; or

b) have the document containing the translation completed to the extent to which it was ready as of the moment of accepting the Customer's cancellation request sent to the Customer and invoice the Customer for the amount calculated pro rata to the scope of work actually done. The Customer shall have to pay such invoice pursuant to all the respective provisions of this Contract.

6. Confidentiality provisions

6.1. Any information handed over by the Parties to each other within the course of performing this Contract shall be deemed confidential by the Parties and may not be divulged by any Party without the prior written consent of the other Party. The Contractor hereby expressly acknowledges its liability of observing the confidentiality provisions regarding the text it translates.

6.2. In case the Contractor engages one or several subcontractors to cooperate with while fulfilling an order, the Contractor must make sure that these subcontractors also adhere to the confidentiality provisions stipulated herein by making respective agreements with such subcontractors and/or through other means. Apart from that, the Contractor shall make sure that all employees thereof maintain confidentiality as well.

6.3.The provisions of section 6 of this Contract shall retain effect and remain binding for the Parties after the performance of this Contract or termination thereof.

7. Communication

7.1. Whenever possible, the Parties shall use e-mail for the purpose of exchanging information, including orders, price quotations, documents to be translated, completed translation projects, invoices and other documents and any relevant information. The Parties shall use the following e-mail addresses as the primary ones for the purposes of communicating within the boundaries of this Contract:

7.1.1.The Customer – the email address specified in the Order form. In case an order was placed without completing the Order form, the Parties shall use the e-mail address specified by the Customer for that purpose, and if no e-mail address was provided – the e-mail address that the Contractor has received the text intended for translation from.

7.1.2.The Contractor – This email address is being protected from spambots. You need JavaScript enabled to view it. , This email address is being protected from spambots. You need JavaScript enabled to view it. .

7.2. In case a Party needs to deliver any information to the other Party as soon as possible, each Party may also do that using phone, fax, Skype and other means of communication.

7.3. In case a Party needs to deliver any printed documents to the other Party, it may do so by mail or courier mail, or deliver the required documents to a representative of the recipient Party in person. In the latter case the Parties shall draw up a delivery and acceptance statement in no particular format, which shall then be signed by representatives of both Parties and become an integral part of this Contract.

7.4. The Parties agree to deem any electronic correspondence regarding this Contract, the subject matter, performance, termination or breach thereof to have the same extent of legal effect as it would have if it was executed in writing pursuant to any regulatory acts applicable to clerical work.

8. Applicable law and dispute settlement

8.1. This Contract and any rights and liabilities of the Parties it provides for shall be governed by the legislation of the Republic of Latvia.

8.2. The Parties shall attempt to settle any disputes that may arise between the Parties pertaining to this Contract or to the liabilities imposed thereby through negotiations. In case the Parties fail to settle a dispute through negotiations, it shall be submitted for consideration to the judicial authorities of the Republic of Latvia.

9. Amendments to the Contract and the termination thereof

9.1. Inasmuch as the Contract is made pertaining to a single specific order placed by the Customer, the terms and conditions thereof are not intended to be amended in any way after the Contract takes effect as stipulated by the provisions of clause 2.1 hereof.

9.2. The Contractor may make amendments to the text of the Contract  published at the Contractor's website. Any amendments made this way shall not apply to the Contracts made before the introduction of such amendments. The Contractor shall publish the amended version of the Contract at its website, having specified the date and time when the latest changes were introduced.

9.3. The Contract may only be terminated by mutual agreement of the Parties. Termination of the Contract shall take place in adherence to the provisions of section 5 of this Contract.

10. Special provisions

10.1. This Contract is executed electronically and shall only be effective in case there are no other written agreements made between the Parties pertaining to the subject matter of this Contract. In case such agreements do exist, the provisions thereof shall prevail over the terms and conditions of this Contract.

10.2. In case the person placing the order provides false information on itself as an individual in the order form or specifies any other individual or legal entity as a Customer while not being properly authorized to represent such individual or legal entity, such act on part of this person shall imply that he/she thus undertakes the entire scope of liabilities imposed by this Contract and will be fully responsible for the performance thereof as a natural person.

10.3. In case any of the Parties is unable to discharge its liabilities under this Contract due to the influence of force majeure circumstances (including, without limitation: natural disasters, fires, military action, civil disorder, strikes, breakdowns, blackouts), this Party must act as follows:

10.3.1. Inform the other Party immediately of the occurrence of force majeure circumstances.

10.3.2. Provide a document certifying the occurrence of force majeure circumstances issued by the respective competent authority to the other Party as soon as possible.

10.3.3. Exert every effort to discharge the liabilities imposed by this Contract promptly as soon as the force majeure circumstances preventing such discharge cease to exist.

10.4. If the Contractor needs to introduce any additional conditions for fulfilling a specific order, such conditions will be specified in the Price Quotation and, in case of any conflict with the provisions of this Contract, shall prevail over the latter.