Terms of Service
1) The Customer will provide to Verbio by project start date:
b) Customer shall make provisions for payment by project start date such as credit card information for at least 50% down payment. Upon project completion (or once per month for ongoing work), Verbio shall submit an itemized invoice, which will be due net15;
c) The original file(s), in the format listed under the above Project Scope section, and any special instructions, including any useful reference materials to aid in the selection of accurate or preferred terminology as we translate this project.
2) Statement of Work: Upon receiving project approval in the form of this Proposal, duly signed by the Customer, Verbio shall perform the work described herein. The Services to be provided and the Charges for such Services shall be as specified by Verbio to the Customer in writing in the Proposal form. Verbio shall provide the deliverables in the file format(s) listed in the Project Scope section above and deliver the translation electronically to the email address indicated on the first page of this proposal. Large files (such as audio recordings) may be made available for download. Other delivery methods are possible at the customer’s expense.
a) Change of Scope: If the Customer expressly or inherently changes the scope or definition of the original service order, alters specifications, or adds new specifications once the Customer has authorized Verbio to begin work, the changes, alterations, or additions may result in additional charges and adjustments of deadlines. For example, if the Proposal is based on a sample page or document used as a model or an incomplete version of the file to be translated or any file other than the actual one the Customer wants translated, the amount of the estimate and the deadline may be adjusted accordingly. Understandably, delays in the process attributable to the Customer may result in corresponding delays in the Delivery Schedule. Verbio shall make every effort to keep the Customer apprised of potential changes to the project as it progresses.
b) The Customer is responsible for notifying Verbio before work begins if certain legal restrictions need to be applied to the team Verbio assigns to perform the work. Such restrictions might include Department of Commerce “Export Administrative Regulations,” Department of Defense “International Trade in Arms Regulations,” and the use of union workers for certain types of broadcast media or publications. Customer is also solely responsible for securing copyright permissions from original rights holders in order for Verbio to produce a “derivative work” as defined by the US Copyright Office.
3) Customer Satisfaction:
a) Verbio agrees to work with Customer in good faith to make revisions reflecting Customer’s suggestions, to the extent practicable. Verbio may, in its sole discretion, offer to remedy any errors attributable to Verbio. If Customer rejects the work product submitted by Verbio, Customer must provide specific and detailed feedback and requests for changes and corrections to Verbio. All such errors, claims, or requests for adjustment must be presented within thirty (30) days after the date of delivery, or such work will be deemed to have been accepted. When revisions are deemed appropriate or necessary between the parties, Verbio will make no more than two rounds of revisions to the completed work product. Verbio shall endeavor to deliver these revisions within a timely interval as discussed mutually with Customer.
i) Written work product: A translation error is defined as a spelling or punctuation mistake or a choice of terminology that changes the meaning of the translation vis-à-vis the source document; errors do not include stylistic changes or synonymous wording. Unless the Customer provides terminological reference material (e.g., bilingual or monolingual glossaries or terminology lists, previous translations), Verbio will use its best judgment in the selection of terms pertinent to a given subject. The Customer will be charged for stylistic changes to such terms. The Customer will also be charged for additional reviews, such as those provided by an in-country reviewer or localization quality assurance tester, whom Verbio engages at the Customer’s express request and understanding.
ii) Formatting, typesetting, page layout or artwork: Verbio will seek the closest match practicable between the appearance of the original and that of the finished product or will retain the layout as specified by the Customer. Unless the Proposal form specifies otherwise, Verbio does not guarantee that the format, fonts, typefaces, point sizes, text density, artwork, colors, paper, and other elements of printed documents it chooses and those of the original will be identical. Translated documents are sometimes longer or shorter than the original, and technical or other considerations may result in elements of appearance being different from the original.
iii) Audio/video work product: Customer will have the following three rights of approval in connection with Verbio’s production of the audio work product (and no other rights of approval): (i) the right to approve the narrator chosen by the Verbio at the outset of the project, (ii) the right to approve the written script to be recorded, and (iii) the right to approve the completed audio work product. A error in an audio/video work product shall be limited to the following: failure to meet the terms outlined in the Proposal Form with respect to file types and technical specifications; instructions regarding gender, dialect, and selection of voice talent; omission, mispronunciation or alteration of a word or phrase that changes the intent of the passage; inaudible or unclear audio within a reasonable standard set for audio books; errors as a result of editing including, but not limited to, extended unwanted periods of silence, multiple takes of portions of a script or scripts, incorrect video edits, and incorrect synchronization of audio and video. Other changes requested that are not considered corrections may be requested and provided at an additional cost to the client.
b) Verbio accepts no liability for the contents of the original document nor for the use of its translation or other deliverable. Verbio accepts no liability for any modifications made to its work product by other persons or software programs after said work product was finalized and delivered to the Customer. This refusal of liability pertains to changes made to wording, grammar, cultural, formatting, or other design factors in the work product, as well as changes made to the original documentation that cause the original documentation to no longer align with the translation.
4) Remuneration: Payment for labor or services shall be on the basis of a per-source-word rate and actual hours worked as reflected in Verbio’s Proposal Form and itemized on its Invoice(s). Customer shall make provisions for payment by project start date, such as credit card information for at least 50% down payment. Upon project completion (or once per month for ongoing work), Verbio shall submit a detailed invoice of work completed. For projects lasting more than four (4) weeks, Verbio will submit monthly invoices to the Customer for work performed during the past month. The Customer agrees to make payments to Verbio on a net 15 basis. Late fees of $25.00 US will be charged on all past due balances, per month that the invoice goes unpaid. If an invoice is not paid within thirty (30) days, Verbio reserves the right to immediately suspend or cease work on any open projects for Customer until Customer is current on its payment obligations to Verbio, without prejudice other legal and financial remedies to which it has recourse.
a) Cancellation of work in progress: Work in progress and authorized by the Customer may only be canceled on terms that provide for payment for work commenced by Verbio and necessary work-related obligations entered into pursuant to the order. Upon cancellation of any order prior to completion, Verbio shall be reimbursed for all costs and expenses incurred with respect to the order prior to cancellation.
b) Cancellation of interpreting appointment or on-site consulting: If an accepted assignment is curtailed or cancelled either wholly or in part, or performance of the assignment is frustrated for reasons which the Customer or the Customer’s principal are responsible, the Customer shall be liable for payment of a cancellation fee. Any expenditure (e.g., non-refundable travel expenses) incurred as agreed in the contract and any additional expenditure incurred as a result of the cancellation shall also be reimbursed. If, however, at the time of cancellation the Customer is able to offer an alternative assignment of a similar type under comparable conditions and circumstances for all or part of the period of the original assignment, the Customer’s liability to the Interpreter in respect of cancellation fees shall be reduced by the amount of the fees payable for the alternative assignment. Any cancellation fee shall be agreed between the parties prior to acceptance of the assignment and shall be determined in relation to the time between receiving notice of cancellation and the assignment start date. For events spanning five or more calendar days and cancellation notice is received within 10 business days prior to the event: Full Fee; when notice is received more than 10 business days’ prior to the event: Half Fee. For events spanning less than five calendar days and cancellation notice is received within 3 business days prior to the event: Full Fee; when notice is received more than 3 business days’ prior to the event: Half Fee.
5) Independent Contractor, Subcontracting: Customer understands and agrees that for all purposes related to this agreement, Verbio is deemed to be an independent contractor while performing labor or services for remuneration. Verbio has full authority to transfer or subcontract any part of the work to any person, and the Customer shall incur no liability to these subcontractors, nor does this agreement intend to make the sub-contractors third-party beneficiaries. Verbio declares itself exempt from any requirement to provide workers compensation coverage for the contracted labor of language translators or interpreters to be performed under this contract. Customer understands and agrees that Verbio is exempt from coverage under ORS 657.048, which states that “employment” does not include services performed by language translators or interpreters that are provided for others through an agent or broker.
6) Non-solicitation: During the term of this Agreement and for 3 years thereafter, Customer agrees that he or she shall not solicit or do business with any employee or vendor of Verbio if such employee or vendor is introduced to the Customer by Verbio or identified by Customer during the course of his or her dealings with Verbio.
7) Confidentiality: Either Party may disclose Confidential Information to the other Party in confidence provided that the disclosing Party identifies such information as proprietary and confidential either by marking it, in the case of written materials, or, in the case of information that is disclosed orally or written materials that are not marked, by notifying the other Party of the proprietary and confidential nature of the information, such notification to be done orally, by e-mail or written correspondence, or via other means of communication as might be appropriate. Confidential Information of a Party might include, but not be limited to that Party’s: (1) business plans, methods, and practices; (2) personnel, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information;
a) When informed of the proprietary and confidential nature of Confidential Information that has been disclosed by the other Party, the receiving Party (“Recipient”) shall, for a period of three (3) years from the date of disclosure, refrain from disclosing such Confidential Information to any contractor or other third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care. The Recipient shall ensure that each of its employees, officers, directors, or agents who has access to Confidential Information disclosed under this Agreement is informed of its proprietary and confidential nature and is required to abide by the terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.
b) All Confidential Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
c) The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire products without use of the other Party’s Confidential Information. The disclosing party acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.
d) Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where such information: (i) is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or (ii) is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or (iii) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or (iv) is approved for release (and only to the extent so approved) by the disclosing Party; or (v) is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
8) Indemnification and hold-harmless: Each Party hereby agrees to indemnify and hold harmless the other and such indemnified Party’s subsidiaries, directors, officers, agents, and employees from and against all claims, liabilities, and expenses, including reasonable attorneys’ fees, which may result from acts, omissions, or breach of this Agreement by the indemnifying Party, its subcontractors, employees, or agents. This provision shall survive the termination of this Agreement. Notwithstanding anything to the contrary, except in case of willful misconduct or gross negligence, Verbio’s entire liability to Client for damages or other amounts arising out of or in connection with the Services provided by Verbio hereunder shall not exceed the total amount of payments made by Client to Verbio under this Agreement.
9) Severability: If any provision of this agreement shall be invalid or unenforceable in any way for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this agreement shall not be in any way impaired.
10) Jurisdiction and Venue: This Agreement shall be construed and governed wholly by the laws of the State of Oregon. The Parties agree that the Circuit Court of the State of Oregon for Washington County or the United States District Court for the District of Oregon shall have jurisdiction. Client expressly consents to personal jurisdiction in the above-referenced courts.
11) Attorneys’ Fees: Each party shall bear its own expenses in connection with the review and execution of this Agreement. In the event this Agreement is placed in the hands of an attorney for collection, the prevailing party shall be entitled to its reasonable attorney’s fees and costs.
12) Counterparts; Facsimile Signatures: This Agreement may be executed in any number of separate counterparts, all of which, when taken together, shall constitute one and the same instrument, notwithstanding the fact that all parties did not sign the same counterpart. Facsimile or email transmission of any signed original document, and retransmission of any signed facsimile or email transmission, shall be the same as delivery of an original. At the request of either party, the parties shall confirm facsimile-transmitted signatures by signing an original document.
13) No Third-Party Beneficiaries: Nothing in this Agreement, express or implied, is intended or shall be construed to confer on any person, other than the parties to this Agreement, any right, remedy or claim under or with respect to this Agreement.
14) Waiver: Failure or delay by a party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment thereof.
15) Complete Agreement: This is the complete agreement of the parties as to the subject matter hereof. Any changes in this Agreement must be in writing signed by both parties. This Agreement becomes a binding contract only upon signature by both parties and the delivery of fully signed copies to each party.