A-Z Consult | Translation & Editing

Terms and Conditions of Service
Version 2.7 — 21 December 2015

Enquiries: a | @ | a-z.ge

1. Introduction:

1.1. The following Terms and Conditions constitute a legally binding agreement between you (the Client) and A-Z Consult Ltd. and any associated parties ("A-Z") regarding your use of the Services rendered or to be rendered by A-Z.
1.2. For the purposes of this Agreement,
——1.2.1. "Source Material(s)" shall mean any electronic or other files that the Client transmits to A-Z that are intended to be the subject of services hereunder;
——1.2.2. The final translated and/or edited/proof-read version of the Source Material(s) shall be referred to as "Deliverable(s)";
——1.2.3. Each order or formal request for the provision of Services shall be referred to as an "Order";
——1.2.4. A-Z's initial representation of estimated rate(s), cost(s) and projected delivery date(s) for the provision of Services shall be referred to as a "Quotation".
1.3. By contracting any Services from A-Z, the Client agrees to be bound by these Terms and Conditions of Service and by those of an individual Quotation.
1.4. The Client is responsible for reading these Terms and Conditions of Service and those of a Quotation carefully, regardless of the Client's degree of knowledge of the English language.
1.5. Individual written agreements between A-Z and any Client may supersede certain provisions of these Terms and Conditions of Service and/or certain provisions of a Quotation.
1.6. A-Z reserves the right to modify these Terms and Conditions of Service at any time. The presence of any such modifications will be indicated by the version number and date above, and any modifications will have no retroactive effect upon existing individual agreements.
1.7. These Terms and Conditions of Service are the responsibility of A-Z, and correspondence should be addressed in writing to the Director (A.J.T. Bainbridge) at a | @ | a-z.ge.
1.8. A-Z Consult Ltd. is a limited translation and editing/proof-reading company registered in the Public (Business) Registry of the Republic of Georgia.

2. Conditions governing the establishment of contractual relations:

2.1. Work will only begin and A-Z and any Client will only become contractually bound by the provisions of these Terms and Conditions of Service and/or by those of a Quotation (including but not limited to estimated rate(s), cost(s) and projected delivery date(s)) as soon as:
——2.1.1. A-Z confirms having received from the Client a communication in which the the Client explicitly accepts all the provisions of these Terms and Conditions of Service and those of a Quotation; and
——2.1.2. Has signed a contract with the Client which the Client shall provide.
2.2. In the absence of such a contract, the provisions of these Terms and Conditions of Service and those of a Quotation will nonetheless bear full legal force as soon as the provisions of paragraph 2.1.1. are met.

3. Conditions governing Quotations for the provision of Service(s):

3.1. A-Z will only provide a Client with a Quotation based upon its critical and professional analysis of specific Source Material(s) submitted by the Client.
3.2. Quotations are valid for only a short period of time, past which A-Z reserves the right to modify their terms or to submit a new Quotation.

3.3. Conditions governing projected delivery dates:

——3.3.1. The projected delivery date by which A-Z must deliver any Service will be either:
———— measured in calendar days from the moment the provisions of paragraphs 2.1.1. and/or 2.1.2. have been met; or
———— a date both A-Z and any Client will have agreed upon.
——3.3.2. Work will be sent to the Client before noon (12:00 the Client’s local time) of the projected delivery date.
——3.3.3. For Deliverable(s) whose individual or combined length exceeds 10,000 words, if the projected delivery date falls on a Friday, A-Z reserves the right to move this date to the next working day.
——3.3.4. A-Z understands that speed is of the essence, and will strive to meet the projected delivery date.
——3.3.5. A-Z reserves the right to amend the projected delivery date and in such cases will make all reasonable efforts to contact the Client.

3.4. Conditions governing word counts and rates:

——3.4.1. The charge for the provision of Services is based on word count, language(s) and service(s) requested, as well as on the projected delivery date.
——3.4.2. The word count, as determined by A-Z, is final and non-negotiable. The word count will be communicated to the Client as part of the ordering process, and any changes to this word count will be communicated to the Client for approval.
——3.4.3. All prices and rates quoted are subject to change without notice prior to formal acceptance of any Order. A-Z reserves the right to charge for additional Services requested by the Client after an Order has been accepted.
——3.4.4. Estimated rate(s), cost(s) and projected delivery date(s) quoted for the provision of Services are quoted on a without-prejudice basis based on the information provided by the Client and shall be subject to such Terms and Conditions as A-Z may direct.
——3.4.5. All rates and charges will be in Euros. Rates and charges and payments in a currency other than Euros are based on the Georgian National Bank's official rate of exchange at the time of quoting or invoicing and, unless otherwise stated, these figures may be subject to revision up or down if the rate of exchange has changed significantly (more than 5%) between the dates of quotation and invoicing.

4. Conditions governing payment for Services rendered:

4.1. Invoices are issued in Euros and in GEL. Payment can be made in Euros or GEL or USD (subject to the provisions of paragraph 3.4.5.) by electronic transfer to the company's account within 10 calendar days of A-Z having sent the Client an Invoice for Services rendered.
4.2. All payments shall be made without deduction or set-off of charges related to the transferring of money.
4.3. Should payment be late (see 4.1. above), and unless A-Z and the Client have come to a specific agreement, A-Z reserves the right to charge the Client an initial penalty of 2.5% of the invoice value per day for the first 10 days, rising to 5% of the combined value of the invoice and existing penalties per day as from the 11th day of delay.
4.4. Should any Client refuse to pay this penalty charge, or entirely default on payment, A-Z reserves the right to:
——4.4.1. Permanently or temporarily blacklist the Client and its associated parties, refusing to enter into any further or future contractual agreement with the latter,
——4.4.2. Consider all the provisions of any agreement it may have made with the Client as null and void, and
——4.4.3. Initiate legal proceedings to recover the debt due.

5. Conditions governing the provision of Services:

5.1. A-Z warrants that the Deliverable(s) will meet reasonable commercial standards for professional translation (i.e. translation by a bilingual translator with reasonable skill in translating) and/or editing/proof-reading (i.e. editing/proof-reading by a native speaker with reasonable skill in editing/proof-reading).
5.2. It is the responsibility of the Client to select the appropriate service for the translation and/or editing/proof-reading of the Source Material(s). A-Z will not accept any responsibility if the service selected does not meet the specific requirements of the Client.
5.3. Should a Client wish to cancel an order, he or she may do so at no cost if A-Z confirms having received an email from the Client cancelling an order within 48 hours of work having begun. Failing this, the Client will be liable for that part of the final charge proportional to the number of calendar days since work began.
5.4. The Client bears sole responsibility for analyzing and evaluating the content, accuracy, quality and any and every other aspect of any Deliverable(s) returned by A-Z within the framework of Service provision.
5.5. Unless an individual agreement has been reached, the Client has a certain maximum number of calendar days from receipt of the final Deliverable(s) (1 calendar day per 2,500 words) to inform A-Z of any errors or omissions contained therein. Beyond this date, A-Z will no longer be contractually bound to effect such corrections, and A-Z will in any case never be liable for the correction of any errors or omissions that were inherent in the original Source Material(s) and which may or may not have affected the quality of the Deliverable(s) or for the correction of any part(s) of the final Deliverable(s) which the Client may have changed since delivery.
——5.5.1. A-Z will effect any requested corrections free of charge and within a reasonable period of time. The maximal length of this period of time will be calculated upon the basis of 1 working hour per 500 words of the final Deliverable(s), and A-Z reserves the right to delay such work should it be otherwise engaged.

5.6. Technical limitations:

——5.6.1. A-Z will limit its provision of Services to text only, and can in no way be expected to design, reproduce or otherwise work on any other aspect of any Source Material(s), including but not limited to layout, images, tables, graphs, figures, file format or formatting (beyond basic formatting).
——5.6.2. Unless an individual agreement has been reached, the Client must submit Source Material(s) in commonly encountered file formats (e.g. '.doc', '.docx', '.odt', '.mp4', '.srt', &c.). A-Z will only provide Deliverables in these formats.
——5.6.3. Should A-Z have to spend time adapting or converting Source Material(s) to the provisions of paragraph 5.6.2. for the purposes of Quotation or service provision, A-Z reserves the right to charge the Client an additional service charge which will be indicated separately in the Quotation.

6. Disclaimer and other matters:

6.1. Only those promises or obligations which have been made, agreed to or expressed in writing via electronic mail are binding, and A-Z cannot be held responsible for not respecting the provisions of any verbal or other agreements unless these have subsequently been confirmed in writing.
6.2. A-Z shall not be liable for any incidental, special or consequential damages or loss of any nature whatsoever, nor for any claim against the Client by any other person or entity, arising from or relating to services rendered by A-Z, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise, and even if A-Z has been advised of the possibility of such damages by anything contained in related proposals and other documentation. A-Z shall not be responsible for any loss or damage to, nor the return of, any Source Material(s).
6.3. A-Z shall not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if:
——6.3.1. the duration of the delay does not exceed 10% of the contractual duration of A-Z's provision of Service(s); or if
——6.3.2. such delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, a shortage of labour, an interruption or failure of electrical or communications systems (including but not limited to A-Z's ability or inability to connect to the Internet), an act of God, the Last Judgement, fire or conflagration, inclement or exceptional weather, industrial action, hostilities, government order or intervention (whether or not having the force of law), the resurrection of Stalin, a nuclear incident or radiation leak (including but not limited to potential incidents at the Metsamor Nuclear Power Plant), a drone or meteorite strike, a time or space/time continuum warp, accidents resulting from Soviet or Russian engineering, an invasion of flesh-eating zombies or triffids, a magnetic pole reversal, an anti-vegan attack by sausage-wielding right-wing extremists, a mass poisoning (including mass alcohol poisoning), a balcony collapse, an earthquake, a protest march, revolution or a breakdown in law and order, a Russian cruise missile strike (whether planned or not), a hangover (regardless of the availability of Borjomi), imprisonment, forced marriage, blackmail including Georgian-style video blackmail, a volcanic eruption, gang warfare, an attack by bar-stool-wielding orthodox priests, a mass prison or lunatic asylum breakout, a landslide, wild animals (including Hippopotamus amphibius but excluding Choeropsis liberiensis) roaming the streets, a Georgian supra or other forms of excessive hospitality or social detention, the sudden deployment of 'polite people', famine, a return to the Stone Age, an outbreak of disease or pestilence (including but not limited to viral haemorrhagic fevers), communism, fungal infections or infestations of vermin, a Cretaceous–Paleogene-like extinction event, mechanical breakdown, mass deportation or population movement, a change of government, a tornado, faecal dust storms, a change of calendar, mass hallucinations or amnesia, a lawsuit, a hurricane, satellites or other mechanical objects falling to earth, Millennium-bug-like problems, compulsive purchase by B. Ivanishvili, death or bereavement, kidnapping, restraining orders and superinjunctions, sinkholes or any other cause whatsoever beyond A-Z's control or of an unexpected or exceptional nature.
6.4. The maximum liability to the Client by A-Z shall in all cases be limited to the value of the Order.
6.5. In the event that the Client breaches this Agreement, A-Z shall have the right to terminate it immediately, whereupon the Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that A-Z breaches this Agreement, the Client shall have the right to terminate it, whereupon A-Z shall return to the Client all Source Material(s) and data supplied by the Client together with all Deliverables that exist as of the date of termination.
6.6. The nature of the work performed and any information transmitted to A-Z by the Client shall be confidential. A-Z shall not without the prior consent of the Client, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of A-Z whose job performance requires such acts. The provisions of this paragraph shall not apply to the extent A-Z is required by law to divulge such information or to the extent such information is or becomes a matter of public knowledge other than by disclosure by A-Z.
6.7. The Client shall indemnify, defend, and hold harmless A-Z and any associated parties from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incidental to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) the Client's breach of the covenants, representations and warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by the Client, (iv) any taxes and duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by the Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary right.
6.8. A-Z may terminate the rights of the Client without cause at any time and with immediate effect.
6.9. All disclaimers, indemnities and exclusions in the Agreement shall survive termination for any reason.
6.10. If any part of these Terms and Conditions is held to be unlawful, invalid or unenforceable, that part shall be deemed severed but the validity and enforceability of the remaining Terms and Conditions shall not be affected.
6.11. This Agreement is to be governed by and construed in accordance with Georgian Law. Any disputes shall be subject to the exclusive jurisdiction of the Georgian courts.
6.12. You expressly request and require that these Terms and Conditions be drawn up in the English language.
6.13. Any rights not expressly granted in these Terms and Conditions are reserved to A-Z.
6.14. These Terms and Conditions are subject to change without notice.

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