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Net-Translators Terms and Conditions

Your use of Net-Translators’ services are subject to the following terms and conditions.

By accessing www.Net-Translators.com (the “Website“) and using our Services, you hereby agree to the following Terms and Conditions. It is important that you read and understand these Terms and Conditions. If you do not agree to any of the following Terms and Condition, please do not use the Services. As we may reasonably update or change these Terms and Conditions from time to time, we recommend that you review these Terms and Conditions on the Website on a regular basis.

  1. Interpretation
    1. In these Terms and Conditions (as defined herein) the following words and phrases shall have the following meaning:
      1. Terms and Conditions” means these terms and conditions as set out below, as amended from time to time.
      2. Confidential Information” means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.
      3. Contract” means the contract between you and us, and consisting of these Terms and Conditions, the Quotation and the Order.
      4. “Intellectual Property Rights” means all rights, titles and interest in and to any and all work products, including ownership of all copyrights, trademarks, patents (and any goodwill associated therewith), trade secrets, and other intellectual property (or other proprietary) rights throughout the world contained therein.
      5. Order” means an order for the Services provided to you by us from time to time as presented in the Quotation.
      6. Original Works” means the documents, files, materials, and works provided by you for the purposes of carrying out the Services.
      7. Quotation” means a price quotation with a description of the Services as requested by you and containing additional specific terms for the provision of the Services which is sent to you for your approval.
      8. Services” means translation services performed by us for you.
      9. Translated Works” means the documents, files, materials, and works translated and produced from the Original Works in accordance with your instructions and provided to you by us.
      10. Translation Memory
      11. Work Products” means all the products and/or Services supplied by us.
    2. Communication in writing shall include all writings sent via personal delivery, mail, a nationally recognized overnight courier, e-mail, or facsimile.
    3. References to “documents”, “records”, “books”, and “data” shall include information contained in computer programs, disks, records, or any other machine readable form or records kept other than in a legible form, but capable of being produced into a legible form.
    4. The word “including” shall be understood to mean “including without limitation” and the word “includes” shall be understood to mean “includes without limitation”.
    5. Words of a technical nature shall be construed in accordance with general trade usage in the applicable industry in the US.
  2. The Services
    1. We agree to provide the Services to you in accordance with the Contract. Any variation of the Contract (or any part thereof) must be confirmed in writing by both parties.
    2. We reserve the right to modify, suspend or discontinue any or all of the Services for any reason that we may reasonably deem appropriate, with prior notice. You shall be entitled to receive a refund of any overpayment of money paid to us in respect of the Services as a result of any such modification, suspension or discontinuation, calculated by us on a prorate basis.
    3. The Services will be performed by a professional translator with a relevant background in the field.
    4. Unless otherwise determined in the Order, the Services include proofreading.
    5. You will be entitled to a single round of corrections (e.g. typos, errors on our behalf) within 30 days from delivery of the Translated Works, with no additional costs.
  3. Quotations and Orders
    1. Once you have requested a Quotation, we will provide a Quotation for the performance of the specific Services mentioned in the Quotation. Quotations are not binding on us and a Contract will only come into effect when we issue an Order after you have approved the Quotation and either signed it or sent us your signed purchase order.
    2. Quotations are given on the basis of your description of the Original Works, the purpose of the translation and any other instructions. We reserve the right to request any reasonable alterations in such description, if the description provided by you is inaccurate.
    3. Any Quotation provided by us is valid for 30 days from date of its issuance.
    4. These Terms and Conditions shall apply to any Order. In the event of a discrepancy between the provisions of these Terms and Conditions and the terms contained in an Order, the provisions in the Order shall prevail.
  4. Price and Payment
    1. The price payable by you in consideration of the provision of the Services is subject to the following, unless otherwise determined in the Order:
      1. The total billable charge will be determined by the actual final unit count, to be determined using the appropriate CAT tool.
      2. Project management charges will be calculated as a percentage of the total cost or based on an hourly rate. In the event you request changes after the commencement of provision of the Services, the project management costs will be increased proportionately to the number and scope of changes.
      3. When applicable, glossary creation charges are based on an hourly rate. You will be responsible for approving the glossary prior to its translation.
    2. In case of software localization, unless stated otherwise in the Order, the following shall apply:
      1. Testing of UI on one platform and one browser, verification testing cycle, and costs for the training of one translator and one LQA tester, are included in the Quotation.
      2. Rental fees for mobile or other devices required for testing, translation or production of screenshots, graphics or images, are not included in the Quotation. All of these items, when incurred, will be added to the final invoice.
      3. Test plan creation will be included in the Quotation when you do not provide a test plan or provide a test plan that requires additional work before it can be used during localization. If after project launch, test plan work is needed that hasn’t been charged for, this will be added to the final invoice.
    3. Unless otherwise stated in the relevant Order, prices are in US dollars and are exclusive of value added tax and any other tax or duty. 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 taxes.
    4. All payments shall be made via bank transfer or check, as detailed under the Order.
    5. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle us to suspend further work both on the same Order, and on any other Order from you, without prejudice to any other right we may have under the Contract and/or applicable law.
  5. Delivery
    1. The dates for delivery of the Translated Works, or the timetables for carrying out the Services, are approximate only.
    2. We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to circumstances beyond our control, including without limitation, late delivery or late performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labor, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law).
    3. Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the Translated Works shall pass to you on delivery.
    4. We may deliver by installments in such quantities as we may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle you to cancel any subsequent installments or repudiate the Contract as a whole.
  6. Our Responsibility and Liability
    1. The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
    2. We shall use all reasonable skill and care in selecting translators, interpreters, and other personnel used to produce the Translated Works and perform the Services.
    3. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated unless expressly set out in the Contract.
    4. The Services are provided “as is”. We do not warrant that the Translated Works will meet your specific requirements and, unless otherwise agreed, we do not warrant that the operation of any Translated Works sent to you will be uninterrupted or error free. Furthermore, we do not warrant that or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability, or otherwise.
    5. You acknowledge that any Original Works and Translated Works 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 Original Works or Translated Works.
    6. Without derogating from the foregoing, save in respect of death or personal injury resulting from our negligence, our liability to you in respect of the provision of the Services and/or the Translated Works shall be limited as follows:
      1. We shall not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and/or any other indirect or consequential loss or damage whatsoever.
      2. Our entire liability to you under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to us by you under the Contract to which any claim relates.
    7. You must notify us within 30 days of delivery of the Translated Works of any claim arising out of the provision of the Services and/or the Translated Works (the “Claim“), together with full details of such Claim. In any event, we shall not be liable to you if you fail to notify us of any Claim within a reasonable time of delivery of the Translated Works.
  7. Your Responsibility and Liability
    1. You will be responsible for the following, as may be applicable:
      1. Providing all necessary files for translation and localization.
      2. Approving the glossary prior to translation.
      3. Performing all necessary compilations.
      4. Providing a test plan for the testing.
      5. Preparing a testing environment that will include access to the English source and separate access to the localized application.
    2. You warrant, represent, and undertake that the Original Works submitted by you shall not contain anything of an obscene, blasphemous or libelous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.
    3. Unless otherwise agreed in writing by us, you (which for the purposes of this clause includes any of your associated companies) shall not, for a period of one year after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavor to entice away from us or use the services of a translator or interpreter who has provided the Services and/or Translated Works to you on our behalf under the Contract.
    4. In the event you require us to provide the Services on your premises, or any other premises designated by you, you shall:
      1. Assign members of staff with suitable skill and experience to be responsible for our activities.
      2. Provide such access to premises, interpretation systems and other facilities which may be reasonably required by us.
      3. Provide such information as may be required by us to carry out the Services and ensure all such information is correct and accurate.
      4. Ensure that all necessary safety and security precautions are in place at your premise.
      5. We shall be entitled to charge you for any additional costs and expenses which we may incur as a result of any hazardous conditions or material encountered at your premises.
    5. We shall not be obliged to continue to perform the Services where we consider, at our sole discretion, this would constitute a breach of warranty given by you in this clause 7, an illegal act or a safety hazard.
      Without derogating from clause 6(c) above, in the event that you hire a person who has assisted us in providing Services to you at any time during the prior 12 months, you agree to pay a one-time fee to us in an amount equal to 25% of the yearly compensation paid to such person by you.
  8. Intellectual Property
    1. All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and the Translated Works shall vest in you (or your licensors).
    2. For purposes of our providing Services to you under the Contract, you hereby grant to us (and our sub-contractors and/or employees) a worldwide, royalty-free, with the right to sub-license, for an unlimited period of time, license to store and use the Original Works and the Translated Works.
  9. Confidentiality
    1. Save as necessary in order for us to provide the Services neither party may use or disclose any of the other party’s Confidential Information.
    2. Notwithstanding the above, either party may disclose the Confidential Information of the other when required by law or any regulatory authority or to its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person who needs to know such information for the purpose of fulfilling the parties’ obligations under the Contract, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made is informed of the obligations of confidentiality under these Terms and Conditions and complies with those obligations as if they were bound by them.
    3. Confidential Information shall not include any information which (i) at the time of disclosure or thereafter is in or comes into the public domain other than as a result, directly or indirectly, of any disclosure by the recipient not expressly permitted under the Contract, (ii) is already in the recipient’s possession or becomes available to the recipient on a non-confidential basis from a source other than the disclosing party, provided that such source is not, to the recipient’s knowledge after reasonable inquiry, bound by any obligation of confidentiality relating to the information provided or (iii) is developed or discovered by the recipient independent of the Confidential Information.
    4. The obligation of confidentiality contained in this section 9 shall survive termination of the Contract howsoever caused.
  10. Privacy
    1. By providing details to us, you hereby consent and confirm that these details will be stored in a database owned by us and used by us and/or anyone acting on our behalf for the purpose of performing the Services. Such use shall not be regarded as breach of privacy, and we and/or anyone acting on our behalf, shall not be regarded as being in violation of privacy in this regard.
    2. You acknowledge and confirm that you are aware that you are under no legal obligation to provide the details to us and/or anyone acting on our behalf (but if you decide to refrain from providing such details – you may not be able to use all of the Services provided by us), and providing the details to us is done under your free will and with your authorization.
  11. Translation Memory
    1. Notwithstanding anything to the contrary herein, the Translation Memory produced during the translation carried out for you is and shall remain our exclusive property. For the avoidance of doubt, it is hereby clarified that we are not obligated to provide you with such Translation Memory or any part thereof.
    2. Without derogating from our confidentiality obligations, we reserve the right to use such Translation Memory for other clients. For the sake of clarity, your personal data and/or Confidential Information contained in a specific segment in the Translation Memory is not identifiable to other clients, as it is used without the context of the original text.
    3. Notwithstanding the aforesaid, we will not make use of such Translation Memory for other clients if you specifically notify us in advance and in writing of your objection that we make use of such Translation Memory for other clients.
  12. Termination
    1. If you subsequently cancel, reduce in scope or frustrate (by an act or omission on your part, or any third party relied upon by you) the Contract, the full price for the Contract shall remain payable unless otherwise agreed in advance.
    2. Upon termination or completion of the Contract, any Original Works provided to us, and Translated Works completed by us, under the Contract shall be made available to you on termination of the Contract, provided that one (1) copy of the Translated Work shall be kept by us for company records only.
    3. We shall be entitled to terminate the Contract immediately by written notice to you if:
      1. You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied.
      2. You make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
    4. Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
  13. Governing Law/Jurisdiction

The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with Israeli law and the parties hereby submit to the non-exclusive jurisdiction of the Israeli courts.

Terms and Conditions of Service and Use last updated on: February [7]th, 2017.

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