Legal
Straker - Client Terms and Conditions - General
These terms and conditions apply to each request for a quote from Straker or an Affiliate for provision of localisation services and to the provision of services following acceptance by the client of a quote from Straker or the Affiliate (as applicable).
1. Definitions:
In these terms and conditions:
1.1 “Accepted Quote” means a Quote which the Client accepts in writing to Straker or the Affiliate (as applicable), including by the Client giving written notice to Straker or the Affiliate (as applicable) to proceed with the Services or by the Client clicking ‘Proceed’ or ‘Order Now’ on a Quote (provided that the Client is not permitted to make any change to the Quote and if the Client does so the Quote is deemed to be not accepted by the Client);
1.2 “Affiliate” means any legal entity or other business organisation anywhere in the world in which Straker’s main holding company Straker Translations Limited (New Zealand) holds a twenty-five per cent or higher equity interest whether directly or indirectly, and whether the interest is shares, debentures or otherwise, voting or non-voting.
1.3 “Client” means the client that requests localisation services from Straker or an Affiliate (as applicable), (or on whose behalf localisation services are requested) as subsequently named in the Quote;
1.4 “Client Portal” means deltaRay, Straker's speclialised and customized online portal for Clients;
1.5 “Confidential Information” means any proprietary information, know-how and data disclosed in confidence by one party to the other party (and including in the case of the Client the Source Materials and the Deliverables), but does not include any information which
- is in the public domain;
- on receipt by the other party is already known by that party;
- is at any time after the date of receipt by the other party, received in good faith by that party from a third party;
- required by law to be disclosed by the other party;
1.6 “Correction Request” has the meaning given to that term in clause 4.9(a);
1.7 “Credit Account” means an account made available to the Client following completion of a credit account application form (with all requirements satisfied) and validation of the application by Straker’s finance team or the Affiliate’s finance team (as applicable);
1.8 “Data” means the Client’s data provided to Straker or an Affiliate (as applicable) and includes the Source Materials and where applicable and where the context permits, includes Personal Information.
1.9 “Deliverables” means the final deliverables produced as a result of the Services;
1.10 “Gross Error” means an error in provision of Services that means:
- the localisation presents a potential safety risk to product users where that risk would not be presented if the localisation was accurate;
- the localisation includes an offensive statement that would not be presented if the localization was accurate;
- the product or the content of the text is misrepresented; or
- the original content meaning is lost altogether.
1.11 “Intellectual Property” includes all copyright, trademarks, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other similar property and rights whether registered or unregistered;
1.12 “Personal Information” means information about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion, which is received by you as a consequence of, or otherwise in connection with, this Agreement.
1.13 “Privacy Law” means all legislation, principles, rules and regulations, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information.
1.14 “Quote” means a quote issued by Straker or an Affiliate (as applicable), to the Client;
1.15 “Services Contract” means a contract comprising an Accepted Quote and these terms and conditions and is between Straker or the relevant Affiliate (as applicable) and the Client;
1.16 “Services” means the localisation services specified in the Quote (which may include but are not limited to translation services, interpreting services, voiceover services, transcribing services, sub-titling and dubbing services);
1.17 “Source Materials” means the document/s submitted by the Client to Straker or an Affiliate (as applicable), as identified in the Quote;
1.18 “Specified Amount” has the meaning given to that term in clause 4.2;
1.19 “Straker” means Straker Translations Limited a company registered in New Zealand;
1.20 “Website” means the publicly available websites of Straker and its Affiliates;
1.21 “Working Day” means any day other than a Saturday, Sunday or public holiday in the location of the head office of Straker or the relevant Affiliate (as applicable).
2. Requests for localisation services
2.1 Each request for localisation services made to Straker or an Affiliate and supply of Source Materials to Straker or an Affiliate, is made subject to these terms and conditions.
2.2 No contract exists in respect of any request for localisation services or in respect of any Source Materials that may be submitted to Straker or an Affiliate (as applicable), unless and until there is an Accepted Quote. Once there is an Accepted Quote, a 'Services Contract' is formed between the Client and Straker or the Affiliate (as applicable), in respect of the Services described in that quote.
2.3 Subject to clause 2.4, Straker or the Affiliate (as applicable), will issue a Quote after receiving from a Client a request for localisation services made in accordance with the procedures used on the relevant Website, Client Portal or via email to Straker or the relevant Affiliate (as applicable).
2.4 Straker or the Affiliate (as applicable), reserves the right to decline to issue a Quote or to provide any localisation services if the Source Materials contain any material which Straker or the Affiliate (as applicable), at its discretion (and without any obligation on Straker or the Affiliate (as applicable), to review the Source Materials for appropriateness, legality or otherwise) considers to be offensive, obscene, contrary to any law or otherwise considered by Straker to be inappropriate.
3 Provision of Services
3.1 Subject to receipt of all applicable amounts due from the Client, Straker or the Affiliate (as applicable), will provide the Services as specified in the Accepted Quote and in accordance with the standard practices and procedures of Straker or the Affiliate (as applicable), including the practices and procedures as described on the relevant Website at the time the Quote was issued to the Client.
3.2 The Client must provide all information requested by Straker or the Affiliate (as applicable), (via the relevant Website, Client Portal or via email to Straker or the relevant Affiliate (as applicable) in respect of the Services and ensure that all such information is accurate and complete.
3.3 Straker and its Affiliate, provide services at different specified quality levels. It is the Client's responsibility to select the preferred level of service to suit its requirements. Straker or the Affiliate (as applicable) will deliver to the selected level of service as specified in the Accepted Quote and has no obligation to check whether that quality level is appropriate for the Client's needs.
3.4 Neither Straker nor an Affiliate (as applicable) has any responsibility to complete the Services for the price quoted if the word count (in the context of localisation services) and/or nature of the Services varies from what was able to be gained from the Source Materials when first quoted. Straker or the Affiliate (as applicable) will provide the Client with a corrected quote with the difference owing for completion of the job and amended delivery date if necessary. The Client may opt to instead receive a full refund if the corrected quote is not acceptable.
3.5 Should a Client purchase the Services on a Sunday then it may result in a minor delay in the timeframe to complete. Straker or the Affiliate (as applicable) will use its best endeavours to ensure this does not happen but will notify the Client as soon as practicably possible on a Monday identifying of any delay.
3.6 Straker or the Affiliate (as applicable) has no responsibility to review the quality of the Source Materials for typographical or any other errors and has no liability to review the Source Material for or to correct any errors or omissions contained in any Source Materials regardless of the nature of such errors or omissions and regardless of the impact that such errors or omissions may have on the quality of the Deliverables.
3.7 On completion of the Services and subject to receipt by Straker or the Affiliate (as applicable) of all amounts due from the Client, Straker or the Affiliate (as applicable) will issue the Deliverables to the Client.
3.8 Straker or the Affiliate (as applicable) will issue the Deliverables to the Client in accordance with the standard practices and procedures of Straker or the Affiliate (as applicable) applicable at the time or as otherwise specified in the Quote. Straker or the Affiliate (as applicable) will use reasonable endeavours to issue the Deliverables on or before the agreed delivery date / time, or where no specific delivery date/ time is agreed within a reasonable time following receipt of the Accepted Quote, but neither Straker nor the Affiliate (as applicable) accepts any liability for any delay in meeting the applicable timing.
4 Charges and payment
4.1 The Client will pay all applicable fees as specified in the Quote, which will be due for payment or invoiced in accordance with clause 4.3 or clause 4.4 (as applicable) unless alternative timing for payment being due or invoices being issued is specified in the Accepted Quote.
4.2 For the purposes of clause 4.3, ‘Specified Amount’ means:(a) ‘400’ where the currency in the Quote is GBP, USD, NZD, AUD, CAD, SGD or EURO and ‘400’ is determined in the relevant currency;(b) 45,500 YEN, where the currency in the Quote is YEN,(c) 3,135 HKD where the currency in the Quote is HKD,(d) 5,700 RND where the currency in the Quote is RND.
4.3 Except where clause 4.4 applies, if the total amount payable is:(a) the Specified Amount or less, the total amount is due prior to commencement of the Services;(b) greater than the Specified Amount:(i) 50% of the total amount payable is due prior to commencement of the Services; and(ii) the remaining 50% of the total amount payable is due prior to release of the Deliverables to the Client; and(c) if Straker or the Affiliate (as applicable) expects the duration of the Services to exceed 30 days:(i) 30% of the total amount payable is due prior to commencement of the Services;(ii) 30% of the total amount payable is due halfway through the expected duration of the Services (for example if the Services are expected to take 40 days, the second payment is due on day 20); and(iii) the final 40% of the total amount payable is due prior to release of the Deliverables to the Client.
4.4 Where the Client has a Credit Account with Straker or the Affiliate (as applicable):(a) if Straker or the Affiliate (as applicable) expects the duration of the Services to be less than 30 days, Straker or the Affiliate (as applicable) will issue invoices to the Client as follows:(i) prior to commencement of the Services, 50% of the total amount payable for the relevant Deliverables; and(ii) prior to release of the Deliverables to the Client, the remaining 50% of the total amount payable for the relevant Deliverables;(b) if Straker or the Affiliate (as applicable) expects the duration of the Services to exceed 30 days, Straker or the Affiliate (as applicable) will issue invoices to the Client as follows:(i) prior to commencement of the Services, 30% of the total amount payable for the relevant Deliverables; and page 3 of 7 (ii) halfway through the expected duration of the Services, 30% of the total amount payable for the relevant Deliverables(for example if the Services are expected to take 40 days, the second invoice will be issued on day 20); and(iii) prior to release of the Deliverables to the Client, the final 40% of the total amount payable for the relevant Deliverables.
4.5 All invoices issued to Clients that have a Credit Account are due for payment within 30 days of the date of the invoice provided that, where clause 4.4(b) applies, Straker or the Affiliate (as applicable) will not release the Deliverables to the Client until the Client has paid the first two invoices in respect of those Deliverables (that is, the Client must have paid, in aggregate, 60% of the total amount payable for the Deliverables before the Deliverables will be released to the Client).
4.6 If Straker or the Affiliate (as applicable) expects the duration of the Services to exceed 60 days, unless otherwise specified in the Quote, Straker or the Affiliate (as applicable) will issue monthly invoices to the Client, pro-rating the total amount payable to a per month amount, based on the expected duration of the Services.
4.7 All payments must be made in full without deduction or set-off.
4.8 Any applicable value added tax, and any other applicable taxes and duties are added to the amount charged.
4.9 If any amount is not paid by the due date:(a) Straker or the Affiliate (as applicable) may charge interest on that amount at 10% per annum calculated from the due date up until the date that payment is received by Straker or the Affiliate (as applicable);(b) Straker or the Affiliate (as applicable) may suspend provision of Services or may cease to provide the Services or Deliverables and may at its discretion terminate the Services Contract in accordance with clause 12.2.
4.10 Where the Client is required to pay a deposit (an amount payable prior to commencement of the Services) and the Client pays by credit card,the Client’s credit card will be stored in Straker’s or the Affiliate’s (as applicable) third party online secure payment processing provider Direct Payment Solutions (www.paymentexpress.com). For more details on this secure storage seehttp://www.paymentexpress.com/privacypolicy.htm or contact Straker or the applicable Affiliate. Your card will be charged for the remaining figure (quote minus deposit already paid) on completion of the job and prior to the files being released.
4.11 Clauses 4.9 and 4.10 set out the Client’s sole remedy (to the extent permitted by law) for Deliverables that contain errors. If the Client considers that a Deliverable contains errors and wishes to have those errors corrected by Straker or the Affiliate (as applicable):(a) the Client must notify Straker or the Affiliate (as applicable) as required below within 10 Working Days following receipt of the Deliverable (‘Correction Request’). Neither Straker nor an Affiliate will accept any request for corrections of Deliverables received after the 10 Working Day period in this clause 4.9(a); For Correction Request notifications: email to your Account Manager, Project Manager or client.support@strakergroup.com; phone calls will not be sufficient. The Correction Request must include: Job #,relevant Deliverable and specific details of errors.(b) on receipt of a Correction Request, Straker or the Affiliate (as applicable) will assess the errors and, if Straker or the Affiliate (as applicable) agrees there are errors, will revise and re-issue the Deliverable within a reasonable time following receipt of the Correction Request, taking into account the nature and extent of the errors. If the Client considers that the revised Deliverables still contain errors, the Client may issue a further Correction Request under clause 4.9(a), which must be received by Straker or the Affiliate (as applicable) within 10 Working Days from the date of issue of the first revised Deliverable.
4.12 If two Correction Requests have been issued and the Client considers there are Gross Errors in the Deliverables, the Client may:(a) if the Client has a Credit Account, request a credit under clause 4.11 (‘Credit Request’);(b) if the Client does not have a Credit Account, request a refund under clause 5.1(d).
4.13 A Credit Request is made on the following basis:(a) The Credit Request must be received within 10 Working Days from receipt by the Client of the second revised Deliverable or not sooner than 20 Working Days following the second Correction Request if no revised Deliverable has been received following that Correction Request.(b) The Credit Request must be received by Straker or the Affiliate (as applicable), in writing via email sent to your Account Manager, Project Manager or client.support@strakergroup.com. Phone calls will not be sufficient. The Credit Request must include the following details: Job #, date of commissioning, name of Client, Client contact person and e-mail address.(c) The Client must have provided the appropriate background, overview, audience, language tone, reserved words and glossary terms as required prior to dispatch of any of the Source Materials by Straker to a Straker translator.(d) Credit will only be provided for errors identified in two Correction Requests, not for any newly identified errors.(e) Credit will only be provided for gross errors.(f) If a full credit is provided, an undertaking that is endorsed by the Client and submitted to Straker that clearly states that the Client will not use the relevant Deliverables / localisations delivered by Straker in part or in whole for personal, business, commercial or any other purposes
5 Debt Recovery and Collection Fees
5.1 In the event that the Client fails to pay any undisputed invoices within the specified payment terms, Straker reserves the right to initiate debt recovery processes to collect the outstanding amounts.
5.2 The Client shall be responsible for all reasonable costs and expenses incurred by Straker in relation to the debt recovery process, including but not limited to collection agency fees, legal fees, court costs, and any other expenses associated with the recovery of the outstanding debt.
5.3 Straker shall have the right to deduct the debt collection fees and related expenses from any payments made by the Client, including future invoices or payments owed.
5.4 In the event that legal action is required to recover the debt, the Client shall be liable for all legal fees and costs incurred by Straker, including but not limited to attorney fees, court fees, and any other costs associated with the legal proceedings.
5.5 The Client acknowledges and agrees that Straker’s right to recover outstanding amounts and collect debt collection fees as outlined in this clause is in addition to any other rights or remedies available under applicable law or the terms of this Agreement.
6 Refund policy
6.1 The refund policy in this clause 5 applies only to Clients that do not have a Credit Account. Straker or the Affiliate (as applicable) will, subject to clause 5.2, provide a refund to the Client in respect of the affected Services if:
(a) Services no longer required:the Client terminates a Services Contract(or partially terminates a Services Contract) under clause 12.1;
(b) Non–Delivery: the electronic deliverable is not delivered to the Client after 4 Working Days from the delivery date specified in the Accepted Quote, provided that no refund will be made if the Client has not provided all required information to Straker or the Affiliate (as applicable), as requested by Straker or the Affiliate (as applicable), in a timely manner or has not paid all amounts due;
(c) Deliverables not-as-required: the Deliverables as supplied to the Client are significantly different from the deliverables required by the Client as specified in the Accepted Quote (for example, the Deliverables are in the wrong target language); or
(d) Deliverables contain Gross Errors: the Client must be entitled to request a refund under clause 4.10.
6.2 In the event of any monetary refund, the return payment will be a maximum of 100% of the amount paid by the Client for the affected Services less courier and handling costs, and only if the following actions/conditions have been completed/fulfilled within 10 Working Days of submission of the relevant Deliverable to the Client:
6.3 The request for a refund is received by Straker or the Affiliate (as applicable), in writing via email sent to your Account Manager, Project Manager or client.support@strakergroup.com; phone calls will not be sufficient. The request for a refund must include: Job #, date of commissioning, name of company under which the service was commissioned, name of person the invoice was billed to, the e-mail address
used at the time of the commissioning of the required service and the manner in which the service was paid for (eg Credit Card, Cash, Remittance).
(a) The Client completed the required checklist providing the appropriate background, overview, audience, language tone, reserved words and glossary terms as requested prior to dispatch of any of the Source Materials by Straker or the Affiliate (as applicable) to a localisation services provider.
(b) Where applicable the Client has clearly explained why any rectifications proposed by Straker or the Affiliate (as applicable) would not be effective.
(c) An undertaking that is endorsed by the Client and submitted to Straker or the Affiliate (as applicable) that clearly states that the Client will not use the relevant Deliverables delivered by Straker or the Affiliate (as applicable) in part or in whole for personal, business, commercial or any other purposes.
6.4 Straker or the Affiliate (as applicable) will endeavour to investigate and where applicable to process refunds within 5 Working Days of receipt of a refund request, but refund requests may take up to 2 weeks to investigate and process. A reply will be sent to the Client after Straker or
the Affiliate (as applicable) has determined whether a refund is necessary. If Straker or the Affiliate (as applicable) determines that the refund request meets the requirement of this clause 5, Straker or the Affiliate (as applicable) will notify the Client in writing and advise the payment method that will be used to refund the monies paid.
7 Intellectual Property
7.1 Nothing in these terms and conditions or in any Services Contract transfers to Straker or to any Affiliate, ownership of any Intellectual Property in the Source Materials.
7.2 All Intellectual Property in the Deliverables is owned by the Client on payment in full by the Client for the relevant Deliverables provided that:
(a) without limiting the obligations of Straker or the Affiliate (as applicable) to provide the Services, neither Straker nor the Affiliate (as applicable) has any responsibility for the content of the Deliverables given that the content arises from the Source Materials;
(b) the Client acknowledges and agrees that the content of the Deliverables may be used by Straker or the Affiliate (as applicable) for the purposes of machine-learning on the basis that the Deliverables cannot be re-created from that content.
7.3 All Intellectual Property in the processes, methodology and know-how used by Straker or an Affiliate in its performance of a Services Contract are and will remain the property of Straker or the relevant Affiliate (as applicable). Nothing in any Services Contract transfers to the Client any of Straker’s Intellectual Property or any of the Intellectual Property of any Affiliate.
8 Confidential Information and publicity
8.1 The parties recognise and acknowledge the confidential nature of the Confidential Information.
8.2 Neither party may disclose any Confidential Information other than:
(a) to its directors, employees, contractors or subcontractors to the extent necessary in the performance of the Services Contract;
(b) with the express prior written consent of the other party; or
(c) to its professional advisers.
8.3 The Client acknowledges that Straker is required to make a public announcement, in accordance with the Australian Stock Exchange (ASX) listing rules, that the Client is a Straker client or a client of an Affiliate (as applicable) where:
(a) Straker or the Affiliate reasonably expects that revenue generated from having the Client as a client will alter Straker’s revenue forecast by 10% of more; or
(b) the Australian Stock Exchange (ASX) listing rules otherwise require Straker to make such an announcement.
9 Data and data protection
9.1 The Client warrants that the Client has the right and authority to deal with the Data in the manner contemplated by these terms and conditions. Straker or the Affiliate (as applicable) will access and use the Data only in the course of and for the purposes of provision of the Services and Deliverables.
9.2 Straker may:
(a) hold the Data and share it with our employees, Affiliates, other agents and service providers approved by us but only to the extent necessary to enable us to offer or provide you the Services, send you invoices, and/or otherwise to administer and enforce the Agreement;
(b) be legally required to share Data with law enforcement agencies;
(c) share Data to the extent appropriate with credit reference and debt collection agencies; and
(d) use, copy, modify, store, disclose and communicate the Data to the extent necessary to enable you to use the Services;
9.3 Privacy Policy. We maintain a Privacy Policy that sets out the parties’ obligations in respect of personal information. We encourage you to read that policy found on our Website. The Privacy Policy forms part of the Agreement.
9.4 Privacy. You:
(a) must comply with Straker's Privacy Policy and any Privacy Laws by which you are bound;
(b) must, both during and after the term of this Agreement:
(i) take all reasonable steps to ensure that Personal Information is protected against misuse and loss, or unauthorized use, access or disclosure, including by not disclosing any Personal Information to a third party without authorization;
(ii) not do anything which may cause Straker to breach any Privacy Law; and
(iii) if requested by Straker, co-operate with Straker to resolve any complaint or investigation under any Privacy Law, and provide other reasonable assistance.
(c) acknowledge that Straker may provide the services under this Agreement from any locations, or through the use of contractors, worldwide; and
(d) agree to provide any information, and to obtain any consents, relevant to your use of our Services, including those in relation to collection, use, disclosure and storage of Personal Information of any individual whose Personal Information may be included in the Data.
10 No direct contact with Straker contractors
10.1 The Client acknowledges that:
(a) the Client’s contract for provision of the localisation services is with Straker or the Affiliate (as applicable);
(b) Straker or the Affiliate (as applicable)may at its discretion use contractors in performing its obligations to the Client under these terms and conditions;
(c) neither Straker nor any Affiliate provide details to any clients of the contractors they may use for performance by Straker or the Affiliate (as applicable) of any Services Contract.
10.2 The Client acknowledges and agrees that the Client must not, and must not attempt to, contact any Straker contractor or contractor engaged by an Affiliate (as applicable) directly to request or procure localisation services from that contractor. Without limiting the restriction in the earlier
part of this clause 9.2, if the Client meets any person who is engaged by Straker or an Affiliate for provision of localisation services, or if by any means the Client obtains the contact details of any such person, the Client must not:
(a) issue to a contractor a description of any localisation services required by the Client;
(b) request a quote or proposal from the contractor for localisation services required by the Client;
(c) refer the contractor to a third party for provision of localisation services to that third party;
(d) refer a third party to the contractor for provision of translation services or to discuss the potential for translation services to be provided.
10.3 The Client must not, if contacted directly by a Straker contractor or contractor engaged by an Affiliate (as applicable) (or by a localisation service provider that the Client could reasonably suspect is engaged by Straker or an Affiliate of Straker), engage that Straker contractor or
contractor engaged by an Affiliate (as applicable) to undertake localisation services for the Client.
10.4 The Client must promptly notify Straker or the Affiliate (as applicable) if the Client is contacted directly by:
(a) a Straker contractor or contractor engaged by an Affiliate (as applicable);
(b) a localisation service provider that the Client could reasonably suspect is a Straker contractor or contractor engaged by an Affiliate,
(c) in circumstances where the localisation service provider:
(i) offers to discuss localisation services with the Client;
(ii) offers to provide localisation services to the Client;
(iii) promotes or advertises the availability of localisation services; or
(iv) issues an invoice for work undertaken by Straker or an Affiliate under these terms and conditions.
11 Client warranties
11.1 The Client represents and warrants to Straker or the relevant Affiliate (as applicable) that:
(a) it owns or has all necessary rights in the Source Materials to entitle it to submit the Source Materials to Straker or the Affiliate (as applicable) and to request the Services and that by doing so the Client is not infringing the Intellectual Property rights of any third party;
(b) it will not submit and has not submitted anything to Straker or the Affiliate (as applicable) or to a Website and will not use anything in respect of its use of the Website, the Services or otherwise in connection with Straker or an Affiliate (as applicable) (whether a device, software or any other thing whether embedded into the Source Materials or otherwise) that will or could interfere with the functioning of Straker's systems or the systems of an Affiliate and/or a Website; and (c) it has authority to enter into and perform and the ability to perform its obligations under each Services Contract.
11.2 The Client indemnifies Straker and/or the Affiliate (as applicable) against any losses, costs (including legal costs on a solicitor and own client basis), expenses, demands or liability whether direct, indirect, consequential or otherwise, and whether arising in contract, tort (including negligence), equity or otherwise, arising out of a claim against Straker and/or any Affiliate by a third party where the claim arises from any breach of the representations and warranties made by the Client in this clause 10.
12 Straker warranties
12.1 Straker or the Affiliate (as applicable) warrants that it has authority to enter into and perform and the ability to perform its obligations under these terms and conditions.
12.2 Except as expressly provided in these terms and conditions, all warranties, terms and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are excluded
by Straker or the relevant Affiliate (as applicable) to the extent permitted by law.
13 Termination
13.1 The Client may, without cause, terminate a Services Contract (or, subject to this clause 12.1, part of a Services Contract):
(a) if the Client does not have a Credit Account - at any time up until 30 minutes after first payment in respect of that Services Contract has been received by Straker or the relevant Affiliate (as applicable), by giving written notification to Straker or the Affiliate (as applicable) within that 30 minute time period;
(b) if the Client does have a Credit Account - at any time up until one hour after accepting the Quote (that is, up until one hour after the Quote becomes an Accepted Quote), by giving written notification to Straker within that one hour time period.
13.2 The Client may only terminate part of a Services Contract where separate pricing is specified in the Accepted Quote for the Services no longer required. Where a Services Contract is partially terminated under this clause, the Client must, at the time of giving notice of termination, specify the Services that are no longer required.
13.3 Without limiting any other rights or remedies that Straker or an Affiliate (as applicable) may have, Straker or the relevant Affiliate (as applicable) may terminate a Services Contract on written notice to the Client if the Client fails to pay any overdue amount within five days following written notice from Straker or the relevant Affiliate (as applicable) requiring payment.
13.4 Without limiting Straker's or the Affiliate’s(as applicable)rights under clause 12.2, either party may terminate a Services Contract immediately if the other party:
(a) breaches any of its obligations under the Services Contract and fails to remedy the breach within 20 days of receiving notice requiring the breach to be remedied; or
(b) becomes insolvent or goes into liquidation or has a receiver or statutory manager appointed over its assets or ceases to carry on business or makes any arrangement with its creditors.
13.5 On termination of a Services Contract by the Client:
(a) under clause 12.1(a), the refund policy in clause 5.1(a) applies and clause 12.4(b) does not apply;
(b) under clause 12.1(b), if the Client has paid a deposit the amount paid will be credited to the Client’s account;
(c) under clause 12.3, except to the extent that Straker or the relevant Affiliate is required to provide a refund under clauses 5.1(b), (c) or (d) (which it may, at its discretion, do by providing a credit for the amount of the refund):
(i) any invoiced amounts for which Services or Deliverables have been provided will remain payable on the due date; and
(ii) Straker or the Affiliate (as applicable) may issue an invoice to the Client for:
(A) all Services and Deliverables supplied up until the date of termination for which an invoice has not been issued; and
(B) all costs incurred to date of termination (charged in accordance with Straker’s standard practice or the standard practice of the relevant Affiliate) for which Straker or the Affiliate (as applicable) is entitled to charge the Client under the Services Contract for which an invoice has not been issued, which will be payable by the Client as specified in clause 4.1 or on the 20th of the month following the date of the invoice whichever is earlier.
13.6 On termination of a Services Contract by Straker or an Affiliate:
(a) any invoiced amounts for which Services or Deliverables have been provided will remain payable on the due date; and
(b) Straker or the Affiliate (as applicable) may issue an invoice to the Client for:
(i) all Services and Deliverables supplied up until the date of termination for which an invoice has not been issued; and
(ii) all amounts payable under the relevant Services Contract for Services or Deliverables not yet supplied as at the termination date, if Straker or the Affiliate (as applicable) at its discretion completes the relevant supply of Services and Deliverables; and
(iii) all costs incurred to date of termination (charged in accordance with Straker’s standard practice or the standard practice of the relevant Affiliate) for which Straker or the Affiliate (as applicable) is entitled to charge the Client under the Services Contract for which an invoice has not been issued, which will be payable by the Client as specified in clause 4.1 or on the 20th of the month following the date of the invoice whichever is earlier.
13.7 On any termination of a Services Contract, the provisions of the Services Contract that are by their nature intended to survive termination will remain in full force.
14 Liability
14.1 Subject to clause 13.2, Straker or the Affiliate (as applicable) will be liable for direct loss only (excluding loss of business or profits and excluding all consequential loss) up to a maximum of NZ$100.
14.2 For 'Professional Plus' Services, Straker or the Affiliate (as applicable) will be liable for direct loss only (excluding loss of business or profits and excluding all consequential loss) up to a maximum of the amount paid by the Client to Straker or the Affiliate (as applicable) for the Services.
15 Dispute resolution
15.1 Where any dispute arises between the parties concerning a Services Contract or the circumstances, representations, or conduct giving rise to a Services Contract, neither party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 14.
15.2 The party initiating the dispute (“the first party”)must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within seven days of receipt of the notice, give written notice to the first party naming its representative for the negotiations. Each representative nominated will have authority to settle or resolve the dispute.
15.3 If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation.
15.4 The mediation must be conducted in terms of the Resolution Institute, New Zealand Inc Standard Mediation Agreement. The mediation must be conducted by a mediator and at a fee agreed by the parties. Failing agreement between the parties, the mediator will be selected, and his/her fee determined, by the Chair for the time being of Resolution Inc, New Zealand.
16 Consumer Guarantees
16.1 If the Client acquires, or holds itself out as acquiring, goods or services from Straker or an Affiliate under a Services Contract for the purposes of a business, to the extent permitted by the relevant legislation, any statutory consumer guarantees or legislation that are intended to apply to non-business consumers only will not apply.
17 General
17.1 Entire agreement: Each Services Contract constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of that Services Contract.
17.2 Amendments: Except as specifically provided, no amendment to a Services Contract will be effective unless it is in writing and signed by both parties.
17.3 Waiver: No exercise or failure to exercise or delay in exercising any right or remedy by a party will constitute a waiver by that party of that or any other right or remedy available to it.
17.4 Partial invalidity: If any provision of a Services Contract or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of the Services Contract and its application will not be affected and will remain enforceable to the greatest extent permitted by law.
17.5 Independent contractor: Straker and its Affiliates (where applicable) are independent contractors to the Client and are in all respects independent of the Client. Nothing in any Services Contract constitutes a party to a Services Contract a partner, agent, employee or joint venturer of the other party to that Services Contract.
17.6 Suspension: Straker or an Affiliate (as applicable) may suspend performance of its obligations under a Services Contract for so long as it is unable to perform for reasons outside of its control.
17.7 Assignment: The Client must not assign its rights under any Services Contract without the prior written consent of Straker or the relevant Affiliate (as applicable).
17.8 Severability: If any provision of a Services Contract is held invalid, unenforceable or illegal for any reason, the Services Contract will remain otherwise in full force apart from such provisions which will be deemed deleted.
17.9 Precedence: In the event of any conflict or inconsistency as between the Accepted Quote and these terms and conditions, unless specified otherwise in these terms and conditions, these terms and conditions will take precedence.
18 Notices
18.1 Notices under each Services Contract must be in writing and sent by post or email to the address of the other party (Straker Translations or the relevant Affiliate (as applicable) and the Client)specified in the Quote (unless otherwise notified on seven days written notice).
18.2 Notices sent by post are deemed received 10 days after posting to or from an overseas destination and three days after posting locally (not internationally) and notices sent by email are deemed received on sending provided that the sender does not receive a delivery notification failure.
19 Governing law
19.1 With respect to Clients purchasing Services from Straker or its Affiliates, the governing laws of where these respective Straker entities are registered at.
19.2 To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods will not apply.