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TransNational – ANZ – 06-0829-0137447-01
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Terms Of Trade and Conditions
Introduction
These terms form the basis of the Services provided by TransNational to clients and apply to all services provided whether as principal or agent. The following terms of trade shall apply unless stated in writing otherwise.
Interpretation
In this Agreement, unless the context requires otherwise:
“Agreement” means this agreement between TransNational, which includes these standard terms upon acceptance of a quote and or written confirmation by the client for TransNational to commence with provision of the service.
“Service Agreement” means a form that may be completed or otherwise authorised by your business describing the provision of the service. This may also take the form of written confirmation via email.
“Confirmation” means your approval for TransNational to perform the services requested.
“Charges” means TransNational charges (exclusive of GST, unless stated otherwise) for the Services, and may or may not include freight or one-off credit card or payment gateway fees.
“Payment Date” means the payment date set out on each invoice we send to you. For commercial business this means payment is due by the 20th day of each month.
“Service” means all or part of a service which have been agreed to by the Parties as part of this Agreement or any subsequent additions or amendments.
“Working Day” means a day on which registered banks are open for business in Auckland, Wellington, Christchurch and Dunedin, Monday to Friday (9:00am – 5:00pm) excluding public and regional holidays.
“Your Company” means the business or entity you are representing and the business or entity that will be the consumer of the Services or technology provided by TransNational.
Definitions within this Agreement:
- references to either party include its respective successors in title and permitted assigns; and
- a reference to any date, which is not a Working Day, will be deemed to be a reference to the next Working Day.
Headings in this Agreement do not affect their interpretation.
- Our commitment to you
- We will:
- provide the Services to you or your business with reasonable care and skill. We will use all reasonable efforts to ensure that the Services are of a high standard with translations provided within a 5% threshold of human error;
- ensure that all work that we perform in connection with the provision of the Services is carried out by competent and suitably qualified personnel and in a professional manner;
- endeavour to remedy any fault with the Service within the timeframe specified in the Agreement or otherwise within a reasonable extension of that timeframe, following the remedy process outlined by TransNational.
- We will:
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- Interpreter and Translator Professional Conduct
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- Interpreters and translators act at all times in accordance with the standards of conduct and decorum appropriate to the aims of the New Zealand Society of Translators and Interpreters (NZSTI) irrespective of membership.
Interpreters and translators take responsibility for their work and conduct; they are committed to providing quality service in a respectful and culturally sensitive manner, dealing honestly and fairly with other parties and colleagues, and dealing honestly in all business practices. They disclose any conflict of interest or any matter that may compromise their impartiality. They observe common professional ethics of diligence and responsiveness to the needs of other participants in their work.
- Interpreters and translators act at all times in accordance with the standards of conduct and decorum appropriate to the aims of the New Zealand Society of Translators and Interpreters (NZSTI) irrespective of membership.
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- Interpreter and Translator Confidentiality
- Interpreters and translators maintain confidentiality and do not disclose information acquired in the course of their work. Interpreters and translators are bound by strict rules of confidentiality, as are the persons they work with in professional or business fields.
- Interpreter and Translator Confidentiality
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- Information Security and Privacy
- Confidential information extends to all information and materials in any form relating to the Company or its officers, employees, agents, and clients. In providing interpreting services an interpreter may be given access to information or premises where strict confidentiality and professional conduct must be displayed at all times. Health and Safety requirements of the client are to be observed as required and interpreters are to behave in a manner as not to lead the parties to disrepute.
Interpreters may take notes or use electronic devises to aid in the interpreting process. Interpreters shall not record or part with possession of or use for self-promotion or social media any part of any material (verbal, paper, audio, video, DVD, data file, photos or any other media or gifts) including original documents without the prior written consent.
- Confidential information extends to all information and materials in any form relating to the Company or its officers, employees, agents, and clients. In providing interpreting services an interpreter may be given access to information or premises where strict confidentiality and professional conduct must be displayed at all times. Health and Safety requirements of the client are to be observed as required and interpreters are to behave in a manner as not to lead the parties to disrepute.
- Information Security and Privacy
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Provision of Service and Warranties
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- While we will do our best to provide quality Services, because of the nature of telephone interpreting services, it is impossible to provide a fault-free service and the quality and coverage of the Services depends partly on your Equipment, partly on the network and partly on other telecommunications networks to which our network is connected or connects.
- Telephone interpreting services can be adversely affected by radio interference, atmospheric conditions, geographic factors, network congestion, maintenance, outages on other networks and provider sites, the configuration or limitations of your, or your intended recipient’s equipment, or other operational or technical difficulties which means that your business may not receive some or all of the Services in certain areas or at certain times.
- Written translation services adhere to a Quality Management System that in most cases engages a primary translator, proofreader and project manager as part of the workflow process. Translated work is submitted as a draft to the client who is then responsible to review and approve the work or engage other professionals in order to provide feedback if they so choose to. Feedback must take the form of substantiated error and can not be changed based purely on personal or individual preference of wording. Feedback is reviewed by TransNational and at its discretion may be incorporated as part of the final submission of work. If no feedback is provided within 5-working days, the submitted translation is deemed complete and final and no further feedback will be accepted for review.
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- Your commitment to us
- You agree:
- not to use or permit telephone or face-to-face interpreting services to be used in any way which is illegal, in any way abusive or which constitutes harassment or which causes harm or damage to any third party;
- not to use or permit the Services to be used in any way that could interfere with or damage TransNational;
- to follow our reasonable instructions about the use of the Services; and only to use the Services for the purpose for which they are provided.
- The client or representative will ensure that all information you provide TransNational is accurate and complete.
- The client or representative acknowledges that they are responsible for any use of the Services by themselves or by any third party, whether authorised by them or not.
- The client or representative will, if we ask you to, obtain any third-party authorisation, license or consent that we may reasonably require in connection with the provision of the Services.
- The client or representative agrees to keep the Company protected against any legal action taken against TransNational and to meet any losses we may incur as a result of such use of the Services. The client or representative is responsible if anyone else, whether authorised by your business or not, for the use or misuses of TransNational Services or consequent loses as a result of using the service.
- You agree:
- Your commitment to us
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- Disputes
- If the quality of written translation or interpreting services provided does not meet a reasonable consumer standard, you are to provide full written feedback of the areas of concern and evidence of mistranslation or error. TransNational has a robust independent review process as part of the Quality Management System and reserves the sole right to incorporate feedback and remediate translation work through correction based on substantiated evidence of error within a reasonable time and with no other compensation required.
- The client shall not withhold payment for Services provided for under this Agreement notwithstanding the ability to submit to mediation or legal proceedings.
- Disputes
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- Our Equipment
- It may be necessary for TransNational to install and monitor our Equipment at your premises or event location to provide Services to you. You agree to give Transnational access to your premises or event location at all reasonable times and with reasonable notice (subject to compliance with your reasonable security requirements and where applicable, health and safety requirements) to install, inspect, remove, replace and maintain our Equipment for interpreting services.
- Ownership of our Equipment or any replacement for our Equipment remains with TransNational and your business shall not make any claim in respect of such ownership.
- We will ensure that our Equipment is safe, free from defects and fit for the purpose for which it is provided.
- your business agrees:
- Not to damage or interfere with our Equipment in any way;
- To provide a safe and secure operating environment for our Equipment;
- To take reasonable precautions to protect our Equipment from theft or other loss or damage;
- To follow our directions when using our Equipment;
- To take reasonable precautions to protect Our Equipment from electromagnetic interference, electrical interference or power fluctuations;
- To pay our Charges for repairing or replacing any part of TransNational Equipment that is lost or damaged while located on your premises;
- To obtain and maintain insurance with a reputable insurance company against loss or damage to our Equipment while it is under your control or on your Premises or event location.
- Our Equipment
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- Confidentiality, publicity and privacy
- Each party agrees not to reveal any information concerning the provisions of this Agreement or information provided under it to any third party, other than:
- as required to perform its obligations or exercise its rights under this Agreement;
- as required by law;
- to its employees, agents and contractors in order to give effect to the purpose for which the information was provided;
- where the information is already in the public domain (but not where it is in the public domain as a result of a breach of this clause); or
- with the other party’s written consent.
- Each party agrees not to issue any press release, public announcement, or publicise any problems pertaining to Services provided without the other party’s prior written approval.
- If you are an individual, you agree that we can collect, retain and use any information about you and can pass it on to our employees, contractors, agents and suppliers for a range of lawful purposes connected with TransNational business operations, such as checking your creditworthiness, providing the Services and keeping you informed about new products and services. You may ask to see the information that we hold about your business at any time and your business may ask TransNational to correct any errors in this information.
- Each party agrees not to reveal any information concerning the provisions of this Agreement or information provided under it to any third party, other than:
- Confidentiality, publicity and privacy
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- Intellectual property rights
- You acknowledge that all rights to intellectual property contained in the Services and in our Equipment (including any improvements or changes to any Service or to our Equipment) belong to TransNational or third-party suppliers, and are retained by TransNational when we provide the Services or our Equipment to you. These intellectual property rights include, but are not limited to, all copyright, trademark and design rights relating to the Services. This excludes primary rights held by the client or representative.
- Intellectual property rights
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- Liability
- Where you are acquiring any Services for the purposes of a business, you will not assert or attempt to assert any rights or claims against TransNational under the provisions of the Consumer Guarantees Act 1993 in respect of the supply of those Services to you.
- No claim for damage, loss or injury direct or indirect against TransNational in respect of any Services supplied by TransNational shall in any case exceed either the re-supply or the cost of re-supply of the Services giving rise to the claim against TransNational and we reserve the right to elect either option at our absolute discretion.
- In respect of our Equipment, our liability shall be limited to the replacement of our Equipment only.
- Notwithstanding any other clause in this Agreement we will not be liable to your business in tort (including negligence), contract or otherwise for any economic loss, loss of profit, loss of savings, loss of anticipated profit or savings, or for any indirect, special or consequential loss or damage or defamation, however caused, whether arising in relation to the supply or non-supply of any Services, any breach by TransNational of this Agreement or otherwise.
- Apart from the warranties expressly given to your business in this Agreement, all other warranties, express or implied, are excluded (to the extent permitted by law).
- Your business will indemnify TransNational against all claims of any kind whatsoever however caused or arising (including without limitation all sums paid to compromise or settle claims, proceedings and actions out of court) brought by any person in connection with: a) any use by your business of the Services other than in the manner contemplated by this Agreement; or b) any failure by your business to meet your obligations under this Agreement.
- You will reimburse TransNational on demand for any expenses, disbursements and legal costs incurred by TransNational in the enforcement of any of our rights contained in this Agreement (including any reasonable solicitor’s fees and debt collection agency fees) where we are enforcing those rights as a result of your non-compliance with any of your obligations under this Agreement.
- You acknowledge that your business has not relied on any representation by TransNational or any of TransNational employees, agents or contractors as to the fitness for purpose, suitability or features of any Service, except where such representations are recorded in the relevant Service Agreement or this Agreement.
- Liability
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- Dispute Resolution
- If any dispute arises out of this Agreement, neither party is to commence proceedings relating to the dispute (except where urgent interlocutory relief is sought) unless that party has first complied with this Agreement.
- A party claiming a dispute that has arisen is to give written notice to the other party specifying the nature of the dispute. On receipt of that notice, the parties will use all reasonable endeavours to resolve the dispute by discussion, negotiation or other informal means.
- If the parties do not resolve the dispute within 10 Working Days of the receipt of the notice then either party can, by writing to the other, require that the dispute be mediated in accordance with the standard mediation agreement of LEADR New Zealand, and the then current Chair of LEADR New Zealand will select the mediator and determine the mediator’s fee.
- Force Majeure
- Notwithstanding any other provision in this Agreement, neither party is liable to the other for failing to meet any of its obligations under this Agreement to the extent that the failure was caused by an act of God or other circumstance beyond that party’s reasonable control.
- shall release your business from any obligation to make payment of sums owing to TransNational when those sums are due and owing to TransNational under this Agreement.
- Non-waiver
- If either party delays or fails to enforce any of its rights or remedies under this Agreement, this will not constitute a waiver by that party of that or any other right or remedy available to it.
- Terms separately binding
- Each term of this Agreement is separately binding. If for any reason either party cannot rely on any term, all other terms remain binding.
- Cancellation
- Cancellation within the same day of any part of contracted translation work to TransNational (NZ) Limited will result in a 50% charge of the total cost due, otherwise no refunds shall apply and no translation provided. Cancellation of interpreting work within 48-hours of the start time (not including weekends and public holidays) will result in a minimum charge of 2 hours or the guaranteed hours of work as quoted and agreed. Any material costs (flights, accommodation, fees) to the Company shall also be reimbursed by the client. This Agreement is governed by the laws of New Zealand. The parties agree to submit to the non-exclusive jurisdiction of the courts in Christchurch, New Zealand.
- Application of these terms and conditions
- We each acknowledge that you may receive other products or services from TransNational in respect of which specific terms and conditions (whether separately negotiated with us, or generally applicable in respect of that category of goods and service) might apply. In the event that such terms and conditions do not deal with any particular matter, the terms and conditions set out in this Agreement shall apply.
- Dispute Resolution