1.1 DEFINITIONS

 

In this Agreement, unless the context otherwise requires, the following expressions shall be given the following meanings:

 

“The Company”, “we”, “our” or “us” refers to GBC Services Pte. Ltd., UEN no. 198902008K whose registered office is at 14, Robinson Road #08-01A, Far East Finance Building, Singapore 048545, SINGAPORE and 

 

“The Client” represents the company, firm, body, organisation, or person commissioning GBC Services Pte. Ltd. to undertake translation(s) and service(s) on its behalf.

 

“Party” or the “Parties” means the parties to this Agreement. Such Parties may be natural or legal persons, including, for example, private individuals, associations, partnerships, economic interest groupings or corporate entities.

 

‘Third Party’ means any party who is not a party to this Agreement.

 

“Agreement” is defined as the agreement between the Client and the Company governed by these Terms and Conditions.

 

“Terms and Conditions” means these terms and conditions.

 

“Order” means a confirmed request by the Client for our Services.

 

“Services” means translation(s) and related service(s) performed by us for the Client.

 

‘Translation’ means the commissioned work produced by the Company through which the content of a text or sound media is transferred from the source language into the target language.

 

“Work materials” means any information communicated or transmitted to us by the client in order to perform the Services provided herein.

 

“Confidential Information” means information (in any form) which is confidential either to the client or to us and which either the Client disclose to us or we disclose to the Client in connection with our Services.

 

In submitting an Order, the Client enters into a binding Agreement with the Company, covered by the following Terms and Conditions.

 

1.2 APPLICATION

No terms or conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by at least two 2 directors of the Company. These Terms and Conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing; any terms or conditions proposed by the Client are hereby excluded.

 

1.3 INTERPRETATION

 

In this Agreement, unless the context otherwise requires: Words in the singular shall include the plural and vice versa. No part of any numbered clause shall be read separately from any other part.

 

Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.

 

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

 

Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

2. INTENDED USE OF TRANSLATION SERVICES (Optional!)

 

2.1. Unless otherwise requested in writing a translation is undertaken for information and understanding only, which is of a high enough standard for use in general correspondence.

 

2.2. If requested in writing, the translation may be the final document which will not be further edited by the Client or other-related third parties nor be required for:

– Tenders,

– Contracts, insurance, patents and other legal purposes,

– Printing or publication,

– Advertising,

– Any other purposes, where the particular rendering of the text is liable to be of consequence, all of which will necessitate a higher level of accuracy and/or proof-reading and therefore will be subject to a proof-reading charge as shown on the price list.

 

2.3. Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation in writing from the Company that the translation is suitable for the intended new purpose. The Company reserves the sole right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.

 

2.4. Where the purpose of the translation is not disclosed to the Company, the Company shall proceed with the translation as if it were for information purposes only.

 

2.5. The Company may indicate the standard for which the translation was supplied and will determine the charge accordingly.

 

3. QUOTES AND ESTIMATES

 

3.1. An estimate shall not be considered contractually binding but given for guidance or information only.

 

3.2. Quotations are not binding unless confirmed by the Company upon receipt of the Client’s order. No Agreement shall be concluded until such confirmation is given. Written quotations remain valid for 30 days after despatch and thereafter will lapse unless otherwise stated in writing.

 

3.3. Quotations are given on the basis of the Client’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.

 

3.4 If any changes are made in the text or the Client’s requirements at any time while the agreed Service is in progress, the Company’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.

 

3.5 If not specifically mentioned in the Quotation other supplementary charges, for example those arising from:

• discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/or

• poorly legible copy or poorly audible sound media, and/or

• terminological research, and/or

• certification, and/or

• priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements, 

may be charged additionally.

 

3.6. Information provided in the Company’s brochures, website or other published material is a general description only and does not form part of these Terms and Conditions.

 

4. PAYMENT

 

4.1. Unless otherwise stated, prices are in Singapore Dollar. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such charges.

 

4.2. Payment is requested by direct bank transfer, unless otherwise specified in writing on the invoice. If not otherwise stated all payments shall be made without deduction or set-off of bank charges no later thanfifteen (15) days from the date of invoice.

 

4.3. Quotations in a currency other than Singapore Dollar are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price is subject to exchange rate fluctuations at the date of invoice.

 

4.4 Under certain circumstances, the Company may request an advanced payment and/or partial payments on terms to be agreed.

 

4.5. Failure to pay any invoice or overdue of an interim payment in accordance with these Terms and Conditions or any others specified in writing at the time, shall entitle us to suspend further work both on the same order, and on any other order from the Client, without prejudice to any other right we may have.

 

4.7. Without prejudice to the Company’s other rights, we reserve the right to levy a service charge equal to the greater of 5% per month on the outstanding amount to cover financial and administrative costs. Should it prove necessary for us to engage the services of debt recovery agents, a surcharge equalling the fees of such agents will be applied to the outstanding amount unpaid to recover the costs. 

 

5. COMPLETION OF WORK

 

5.1. A date agreed by the Company for delivery is given and intended as an estimate only. The Company will make every endeavour to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such estimated date. Whilst the company shall make every reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Services provided.

 

5.2. The Client and the Company may, at any time after such date, in regard to the original anticipated delivery period, agree a further date for delivery, and if delivery has not taken place by such a date, no charge will be made and the Contract will be considered cancelled.

 

5.3. The Company reserves the right to sub-contract all or part of the work to a contractor(s) of its choice. We will not be liable in any circumstances for the consequences of failure to deliver or perform if the delay or failure is due to the non-delivery or non-performance by its sub-contractors. In case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Company’s ability to deal with the order from the Client) the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to cancel the order but, in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client, to the best of its ability, to complete their order.

 

6. DELIVERY

Delivery is deemed to have taken place by emailing, faxing, posting, in-house carrier or delivery to a carrier, as the case may be, and the risk shall pass to the Client. However, the Company will retain a copy of the translation and, in the event of there being any loss or damage, will forward a further copy free of charge.

 

7. URGENCY

Although an urgency surcharge may be levied on urgent translations, because such urgency may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work submitted on an urgent basis. Should such completion of work necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.

 

8. CANCELLATION AND SUSPENSION

 

8.1. If the Client for any reason cancels work which has been commissioned, charges will be payable for all the completed work up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation.

 

8.2. If the Client suspends or postpones work commissioned for a period of 21 days or more, charges will be payable for all commissioned work up to the date of suspension or postponement and for all other cost and expenses which may accrue as a result of such suspension.

 

8.3. The work completed shall be made available to the Client.

 

8.4. If a Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction), or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors the Company shall have the right to terminate a contract.

 

8.4 Neither the Company nor the Client shall be liable to the other or any Third Party for consequences which are the result of circumstances wholly beyond the control of either Party.

 

8.5 The Company shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Company’s ability to comply with the terms of the Client’s order and assist the Client as far as reasonably practical to identify an alternative solution.

 

 

9. LIABILITY

 

9.1. To the maximum extent permitted by law, the Company shall have no liability to the Client for any: (I) loss of profit; (II) loss of business; (III) loss of revenue; or (IV) indirect or consequential loss; arising under or in connection with the Agreement, the Services or any Order.

 

9.2. Subject to clause 9.1, the liability of the Company under or in respect of this Agreement, whether in tort (including negligence), contract or otherwise, shall be limited to the cost of the Service being undertaken when the liability arises.

 

 

9.3. The Company shall incur no liability to the Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Agreement, whether orally or in writing, and the Client shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation

 

9.4. In the event of the Client using work carried out for a purpose other than for which it was supplied, the Client shall not be entitled to any compensation by the Company.

 

9.5. The Client acknowledges that any materials submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any materials.

For Translation work:

1. Whilst the Company shall endeavour to produce an accurate and idiomatic translation of the original text, the Client accepts that a translation may read differently from good original writing and accordingly the Company shall not be liable for an alleged lack of advertising or sales impact.

2. The Company shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall the Company be liable for errors resulting from illegibility of any material supplied by the Client or for any consequent loss or damage thereupon.

3. Any re-interpretation of a translation will be solely undertaken by the Company and the Client must refer questions of material error or omission to the Company within fifteen (15) working days of the delivery date. For publication – we shall not be responsible for any errors or omissions in the final proof unless it is submitted to the Company for a final check prior to going to print. All figures and codes will be left for the Client to check and the Company will not be responsible for any errors in the figures.

4. Where the Services provides proofs or texts to be submitted to the Client for approval, the Company shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.

 

10. ILLEGAL MATTERS

 

The Client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libellous nature and shall indemnify the Company in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty.

 

12. COPYRIGHT

The Copyright of the translation is the property of the Company and will be passed on to the Client only after full payment has been received for the translation. The Client hereby agrees to grant the Company (and its sub-contractors) a licence to store and use the work materials for the duration of the Agreement and for the purposes of service provision.

 

13. CONFIDENTIALITY

 

13.1. Both parties agree not to use nor disclose to third persons any of the other party’s Confidential Information subject to clause 14.2, and in order for us to provide the Services.

 

13.2. Either party may disclose Confidential Information of the other:

1. If required to do so by law or any regulatory authority. And the Party that is required to disclose the Confidential Information shall, where practicable and legitimate to do so:

   1. Promptly notify the owner of any such requirement; and

   2. Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.

2. To its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:

   1. Is informed of the obligations of confidentiality under these Terms and Conditions; and

   2. Complies with those obligations as if they were bound by them.

 

14. DATA PROTECTION

 

14.1. Each party shall ensure that in the performance of its obligations under these Terms and Conditions and any Agreement, it will at all times comply with the relevant provisions of the SINGAPORE’S PERSONAL DATA PROTECTION ACT 2012 (No. 26 of 2012)

 

14.2. The Company acknowledges that if it is required to process any data in the course of providing services governed by this Agreement the Company shall do so only on the Client’s instructions and subject to the Client’s compliance with applicable data protection legislation.

 

15. GOVERNING LAW
 

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. 

The seat of the arbitration shall be Singapore.

The Tribunal shall consist of 1 arbitrator. 

The language of the arbitration shall be English. 

This contract is governed by the laws of the Republic of Singapore.