TERMS AND CONDITIONS

These terms and conditions apply to each request for a quote from Yavaway for provision of translation services and to the provision of related services. 

Yavaway Corporation of Panama (Yavaway) agrees to provide the Client with the services set out in a written proposal or quotation on the following terms and conditions.

That proposal or quotation and these terms and conditions will together form a binding and entire agreement upon the Client’s acceptance of quotation or proposal (Agreement), unless otherwise agreed between those parties in writing.

1
Definitions: In these terms and conditions:
1.1
"Accepted Quote" means a Quote which the Client accepts, including by the Client giving written notice to Yavaway to proceed with the Services or by the Client clicking ‘Accept quote’ 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
"Client" means the client that requests translation services from Yavaway (or on whose behalf translation services are requested) as subsequently named in the Quote;
1.3
“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 (a) is in the public domain; (b) on receipt by the other party is already known by that party; (c) is at any time after the date of receipt by the other party, received in good faith by that party from a third party; (d) is required by law to be disclosed by the other party;
1.4
"Contract" means a contract comprising an Accepted Quote and these terms and conditions;
1.5
"Deliverables" means the final deliverables produced as a result of the Services;
1.6
"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;
1.7
"Quote" means a quote issued by Yavaway to the Client;
1.8
"Services" means the services specified in the Quote;
1.9
"Source Materials" means the document/s submitted by the Client to Yavaway for translation, as identified in the Quote;
1.10
"Yavaway" means Yavaway Corporation a company located in Panama, Republic of Panama with Registry of Contributor (R.U.C.) # 292685-1-408996 DV 90;
1.12
"Website" means Yavaway's website at www.yavaway.com;
1.13
"Working Day" means any day other than a Sunday or public holiday in Panama
2
Requests for translation services
2.1
Each request for translation services made to Yavaway and supply of Source Materials to Yavaway is made subject to these terms and conditions.
2.2
No contract exists in respect of any request for translation services or in respect of any Source Materials that may be submitted to Yavaway, unless and until there is an Accepted Quote. Once there is an Accepted Quote, a Contract is formed between the Client and Yavaway in respect of the Services described in that quote.
3
Provision of services
3.1
Subject to receipt of all applicable amounts due from the Client, Yavaway will provide the Services as specified in the Accepted Quote and in accordance with Yavaway's standard practices and procedures, including the practices and procedures as described on the Website at the time the Quote was issued to the Client.
3.2
The Client must provide all information requested by Yavaway in respect of the Services and ensure that all such information is accurate and complete.
3.3
Yavaway provides services at different specified quality levels. It is the Client's responsibility to select the preferred level of service to suit its requirements. Yavaway 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
Yavaway has no responsibility to complete the translation for the price quoted, if the word count and or nature of the translation varies from what was able to be gained from the Source Materials when first quoted.  Yavaway 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 correct quote is not acceptable.
3.5
Should a Client purchase the translation services on a Friday, Saturday or Sunday, then it may result in a minor delay in the timeframe to complete.  Yavaway 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
Yavaway 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, Yavaway will issue the Deliverables to the Client, which will include a Microsoft Word document representing a bilingual version of the translation.
(a)
Whenever the Client does its own review of the material translated, and if the Client's changes in their corrected and annotated files are to be uploaded into the Client's Translation Memory (TM) database, including the Terminology database (TB), then changes requested must be made available by the Client within the bilingual Microsoft Word document (.docx) provided by Yavaway. Otherwise, Yavaway will submit the notes from the Client as suggestions only for the translator.
(b)
Any review of a translated file by the Client from which the Client absolutely wants to adopt the reviewer's changes, must be returned to Yavaway in the provided bilingual .docx file of same language with changes entered into the "Target" column accompanied by an explanation of the reason for change entered into the adjacent "Comment" column. Upon receipt of Client's corrected and annotated bilingual .docx file, Yavaway will upload the file into the database where Client's changes will override the former translation in both the Client's Translation Memory and Terminology database.
(c)
Alternatively, if the Client wants their changes to be reviewed again by Yavaway translators, the Client must return to Yavaway the provided bilingual .docx file of same language with changes entered into the "Comment" column only and accompanied by an explanation of the reason for change entered into the same "Comment" column.
3.8
Yavaway will issue the Deliverables to the Client in accordance with Yavaway's standard practices and procedures applicable at the time or as otherwise specified in the Quote. Yavaway 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.
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 4.2 and clause 4.3 (as applicable) unless alternative timing for payment being due, or invoices being issued, is specified in the Accepted Quote.
4.2
It is understood and agreed by the Client that the services provided are neither executed in the United States nor are performed by an American citizen. The Client understands and has informed its accounting department that Joseph Christian Martin Desharnais, doing business as Yavaway, is subject to the rules of the IRS listed and explained via the following publications obtained directly from the IRS website and clearly stating that no tax deduction applies:
  • Services performed outside the United StatesCompensation paid to a nonresident alien for services performed outside the United States is not considered wages and is not subject to withholding.
  • Foreign Source IncomeGenerally foreign source income received by a nonresident alien is not subject to U.S. taxation. Refer to Source of Income for more information.
  • Nonresident Aliens - Exclusions From Income: A nonresident alien (NRA) usually is subject to U.S. income tax only on U.S. source income. The general rules for determining U.S. source income that apply to most nonresident aliens are shown below:
  • See Chapter Two of Publication 519, U.S. Tax Guide for Aliens for additional details on Source of Income. Summary of Source Rules for Income of Nonresident Aliens: Business income from Personal services: Where services performed
4.3
Where the Client has a Credit Account with Yavaway:
(a)
if Yavaway expects the duration of the Services to be less than 30 days, Yavaway will issue invoices to the Client as follows:
(i)
upon completion of the Services, 100% of the total amount payable for the relevant Deliverables; and
(ii)
term for payment is 7 days.
(b)
if Yavaway expects the duration of the Services to exceed 30 days, Yavaway will issue invoices to the Client as follows:
(i)
upon completion of the Services, 100% of the total amount payable for the relevant Deliverables; and
(ii)
term of payment is 15 days.
When multiple invoices are issued at once to Clients that have a Credit Account, they are due for payment within [15 days] of the date of the invoice.
(c)
if Yavaway expects the duration of the Services to exceed 60 days, unless otherwise specified in the Quote, Yavaway will issue monthly invoices to the Client, prorating the total amount payable to a per-month amount, based on the expected duration of the Services;
4.4
All payments must be made in full without deduction or set-off.
4.5
Any applicable value added tax, and any other applicable taxes and duties, are added to the amount charged.
4.6
If any amount is not paid by the due date:
(a)
Yavaway may charge interest on that amount at 24% per annum calculated from the due date up until the date that payment is received by Yavaway;
(b)
Yavaway may suspend provision of Services or may cease to provide the Services or Deliverables, and may at its discretion, terminate the Contract in accordance with clause 10.2.
4.7
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 may be stored in Yavaway’s third-party, online, secure payment processing provider.
5
Refund policy
5.1
Yavaway will provide a refund to the Client in respect of the affected Services if:
(a)
Translation no longer required: the Client terminates a Contract (or partially terminates a Contract) under clause 10.1;
(b)
Non–Delivery of translation: the electronic translation 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 Yavaway, as requested by Yavaway, in a timely manner;
(c)
Translations 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)
Translations contain gross errors: the Deliverables contain gross errors, provided that the Client must first, within the stipulated period, request revisions to correct any such errors and identify the errors in the Deliverable. If errors are identified or revisions are requested after the stipulated period, the Client will not be eligible for any refund. Yavaway shall not be held liable for any reason whatsoever for translations which are not stylistically satisfactory. Particularly for advertising and promotional material, the Services of Yavaway shall be limited to just translation, unless expressly requested. Yavaway shall not be liable for drafting the translated text in, for example, an advertising style that is different from the source text.
(e)
Our liability shall be limited to the amount of the invoice. Complaints shall only be taken into consideration if received in writing within seven days of delivery of the job(s) or part of the job(s). All complaints must be accompanied by the original documents, disputed translations, and an explanation. Once the above time period has elapsed, the translation shall be considered correct. In the event of an unsatisfied client, when a complaint is made within the established deadlines, Yavaway agrees, at its own expense, to deliver an edited version of the disputed translation within a timeframe equal to one half of that previously established for the job, plus one business day. This second document shall be used to judge the quality of the translation in order to establish the amount of reimbursement, at Yavaway's own discretion.
5.2
In the event of any monetary refund, the return payment will be 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:
(a)
The request for a refund is received by Yavaway, in writing via email sent to admin@yavaway.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 email 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).
(b)
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 the any of the Source Materials by Yavaway to a Yavaway translator.
(c)
Where applicable the Client has clearly explained why any rectifications proposed by Yavaway would not be effective.
(d)
An undertaking that is endorsed by the Client and submitted to Yavaway that clearly states that the Client will not use the relevant Deliverables / translations delivered by Yavaway in part or in whole for personal, business, commercial or any other purposes.
5.3
Yavaway 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 Yavaway has determined whether a refund is necessary. If Yavaway determines that the refund request meets the requirements of this clause 5, Yavaway will notify the Client in writing and advise the payment method that will be used to refund the monies paid.
6
Intellectual property
6.1
Nothing in this Contract transfers to Yavaway, ownership of any Intellectual Property in the Source Materials or the Deliverables.
6.2
All Intellectual Property in the processes, methodology and know-how used by Yavaway in its performance of a Contract are and will remain the property of Yavaway. Nothing in any Contract transfers to the Client any of Yavaway’s Intellectual Property.
7
Confidential information
7.1
The parties recognise and acknowledge the confidential nature of the Confidential Information.
7.2
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 Contract;
(b)
with the express prior written consent of the other party; or
(c)
to its professional advisers.
8
Client warranties
8.1
The Client represents and warrants to Yavaway that:
(a)
it owns or has all necessary rights in the Source Materials to entitle it to submit the Source Materials to Yavaway 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 Yavaway or to the Website, and will not use anything in respect of its use of the Website, the Services or otherwise in connection with Yavaway (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 Yavaway's systems and/or the Website; and
(c)
it has authority to enter into and perform, and the ability to perform, its obligations under this Agreement.
8.2
The Client indemnifies Yavaway 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 by a third party where the claim arises from any breach of the representations and warranties made by the Client in this clause 8.
9
Yavaway's warranties
9.1
Yavaway warrants that it has authority to enter into and perform, and the ability to perform, its obligations under this Agreement.
9.2
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 Yavaway to the extent permitted by law.
10
Termination
10.1
The Client may, without cause, terminate a Contract (or, subject to this clause 10.1, part of a Contract) at any time up until two (2) hours after first payment in respect of that Contract has been received by Yavaway, by giving written notification to Yavaway within that 2-hour time period. The Client may only terminate part of a Contract where separate pricing is specified in the Accepted Quote for the Services no longer required. When a 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.
10.2
Without limiting any other rights or remedies that Yavaway may have, Yavaway may terminate the Contract on written notice to the Client, if the Client fails to pay any overdue amount within five days following written notice from Yavaway requiring payment.
10.3
Without limiting Yavaway's rights under clause 10.2, either party may terminate the Contract immediately if the other party:
(a)
breaches any of its obligations under the 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.
10.4
On termination of a Contract:
(a)
any amounts due to Yavaway will become immediately due and payable;
(b)
the provisions of the Contract that are by their nature intended to survive termination will remain in full force.
11
Liability
11.1
Yavaway 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 Yavaway for the Services associated with the quote.
12
Dispute resolution
12.1
Where any dispute arises between the parties concerning a Contract or the circumstances, representations, or conduct giving rise to the 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 12.
12.2
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.
12.3
If the parties are unable to resolve the dispute by discussion and negotiation within 30 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation.
12.4
The mediation must be conducted by a mediator at a fee agreed by the parties.
13
Exclusion of location
13.1
Yavaway's corporate structure only allows it to offer its services outside (offshore) the country of Panama, and therefore, Yavaway will not accept a Client who acquires, or holds itself out as acquiring, Yavaway's goods or services from the Republic of Panama. Yavaway's  translation services are performed by linguists located around the world.
14
General
14.1
Entire agreement: Each 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 Contract.
14.2
Amendments: Except as specifically provided, no amendment to a Contract will be effective, unless it is in writing and signed by both parties.
14.3
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.
14.4
Partial invalidity: If any provision of a Contract or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of the Contract and its application will not be affected and will remain enforceable to the greatest extent permitted by law.
14.5
Independent contractor: Yavaway is an independent contractor to the Client and is in all respects independent of the Client. Nothing in any Contract constitutes either party a partner, agent, employee or joint venturer of the other.
14.6
Suspension: Yavaway may suspend performance of its obligations under a Contract for so long as it is unable to perform for reasons outside of its control.
14.7
Assignment: The Client must not assign its rights under any Contract without the prior written consent of Yavaway.
14.8
Severability: If any provision of a Contract is held invalid, unenforceable or illegal for any reason, the Contract shall remain otherwise in full force apart from such provisions which shall be deemed deleted.
14.9
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.
15
Notices
15.1
Notices under each Contract must be in writing and sent by post or facsimile to the address or electronic courier specified in the Quote (unless otherwise notified on seven days written notice).
15.2
Notices sent by post shall be deemed received 10 days after posting, and notices sent by electronic courier shall be deemed received on transmission, so long as the sender has a transmission report specifying the date and time of transmission and that transmission was successful.
16
Governing law
16.1
Each Contract is governed by and construed in accordance with Panama law and the parties submit to the non-exclusive jurisdiction of the Republic of Panama courts.