Terms of service
Othello International is committed to delivering high-quality translation services to our clients. To ensure a positive and productive working relationship, we have established the following terms of service:
Scope of Work: We will provide a detailed scope of work, including project timelines, deliverables, and pricing, before beginning any translation project.
Confidentiality: We will maintain strict confidentiality of all client information and materials, and will sign a non-disclosure agreement upon request.
Quality Assurance: We use a rigorous quality assurance process, including translation, editing, and proofreading, to ensure the highest level of accuracy and quality in our translations.
Communication: We will provide regular updates on project progress, and will respond promptly to any client inquiries or concerns.
Revisions: We offer free revisions within a specified timeframe, based on client feedback and requirements.
Payment: We require payment in full before releasing final translated documents to clients.
Intellectual Property: All intellectual property rights, including copyright, will remain with the client.
Liability: We will not be liable for any damages or losses resulting from errors or omissions in our translations, or for any indirect, special, or consequential damages.
By working with Othello International, clients agree to these terms of service. We are committed to ensuring a successful and positive translation experience for our clients, and strive to exceed their expectations in every project.
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Subject to the terms of this Agreement, Othello shall provide the Client with Services, and the Client agrees to pay for the Services. Othello shall assign to the Client all proprietary rights in the deliverables and related materials ("Deliverables") created by Othello under this Agreement, subject to the Client’s full payment for such Services.
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The Client accepts that it is responsible for verifying that the Services are suitable for its needs. The Client shall supply to Othello promptly all components, files, documents, information, and other materials ("Client Materials") reasonably necessary to enable Othello to provide the Services. The Client certifies that it owns or has the legal right to possess and use such client materials and hereby grants Othello a non-exclusive, royalty-free license to use, copy, modify, and create derivative works of the Client materials solely for the purposes of providing the Services. The Client’s failure to supply the foregoing when reasonably required by Othello shall relieve Othello of any obligation to perform Services to a previously agreed schedule. The Client shall indemnify Othello from and against any liability, losses, damages, costs, and expenses arising from Othello's use or possession of any Client materials supplied by the Client to Othello. The Client shall, within ten (10) business days of receipt of any finished Deliverable, notify Othello in writing of any suspected defects or errors. In the absence of such notification, the Client shall be deemed to have accepted the Deliverable of the Services. The Client shall not withhold acceptance because of any discrepancy that does not significantly compromise the accuracy of any Deliverable.
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The Client agrees to pay Othello for the Services in the currency mentioned in the appropriate quotation. All payments owing to Othello under this agreement are payable within 30 days of the invoice's delivery date. All outstanding monies due to Othello under this agreement will accrue interest at the rate of one and a half percent (1.5%) per month or the maximum rate permissible by law, whichever is less, and/or will be stopped until the late amounts are paid. All sums due to Othello under this Agreement are net of all taxes (including withholding taxes), assessments, charges, and levies imposed by any governmental entity, all of which shall be the Client's sole responsibility, except for taxes based on Othello's income.
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Othello represents and warrants to the Client that (i) it has the right to perform the Services following the terms of this Agreement; and (ii) it will perform the Services following industry standards, but not that they will be error-free.
EXCEPT FOR THE WARRANTIES OUTLINED IN THIS SECTION 4, OTHELLO, ON BEHALF OF ITSELF, ITS SUPPLIERS, CONTRACTORS, AND AGENTS, HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS AND OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY LAW.
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This Agreement shall expire when all the obligations of the parties under all Order Forms are complete. Either party may terminate this Agreement (i) with immediate effect if the other party breaches any material term of this Agreement and fails to cure such breach within fourteen (14) days after written; or (ii) without cause upon thirty (30) days prior written notice to the other party. Upon such expiration or termination of this Agreement or any Order Form, Client shall pay Othello in full for all Services performed, including any work-in-progress and all reimbursable expenses incurred by Othello up to the effective date of termination, and each party shall return to the other any property in its possession belonging to the other party. Termination shall not affect any accrued rights and liabilities of either party.
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In no event shall either party be liable under this agreement for any consequential, special, indirect, incidental, punitive, or exemplary damages of any kind, or for loss of business revenues or profits, business interruption, or loss of business information, even if such damages were anticipated.
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Each party shall (i) maintain in confidence all information disclosed by the other relating to the disclosing party’s business ("Confidential Information"); and (ii) use such information only in connection with this Agreement. This provision shall not apply to information that (i) becomes generally available to the public through no fault of the receiving party; (ii) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from transferring the information to the receiving party by any contractual, legal, or fiduciary obligation; or (iv) is disclosed by Othello for use only in connection with this Agreement and under a duty of confidentiality no less onerous than that of the parties hereunder. The parties agree that all confidentiality obligations shall survive for a period of three (3) years from the date of disclosure and that each party shall, upon request, return or delete all documents and electronic media containing the other party’s Confidential Information, including all copies thereof.
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Each party acknowledges and accepts that any unauthorized disclosure or other breaches, or threat of breach, of this Agreement by one party may result in irreparable damage to the other party. As a result, each party shall be entitled to seek appropriate injunctive relief to enjoin any breach or violation of this Agreement without the requirement of posting a bond or other security, without prejudice to the parties' other rights and remedies.
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Unless otherwise specified herein, this Agreement will be governed by and construed following the laws of the Kingdom of Thailand, excluding the body of laws known as conflict of laws. Any legal action or procedure arising out of this Agreement will be brought only in Thai courts, and the parties irrevocably consent to personal jurisdiction and venue in those courts.