|Application of Ts & Cs||These Terms & Conditions are applicable to all instances where 3mandarins and the Client agree that 3mandarins shall provide Services to the Client, unless explicitly stated otherwise in writing. These Terms & Conditions, in conjunction with the Scope of Services, Quote or Product Offering document, form the basis of a contractual agreement between 3mandarins and the Client – herein referred to as ‘the Contract’.|
3mandarins shall perform the services specified in the Scope of Services, Quote or Product Offering document, which is made an integral part of this Contract (“the Services”).
The Services shall be carried out by 3mandarins or its Sub-contractors at such locations specified in the Scope of Services, Quote or Product Offering document. If not specified, as 3mandarins may in its sole discretion decide from time to time.
|Client’s obligations||The Client shall provide 3mandarins with all the information and documents and/or access to locations and facilities which 3mandarins reasonably requests and which is necessary for 3mandarins to obtain/access in order to carry out the Services under this Contract.|
The Client shall pay 3mandarins for Services rendered at the rate(s) specified in the Scope of Services, Quote or Product Offering document.
3mandarins shall issue Invoice for Services to the Client in accordance with the terms contained in the Scope of Services, Quote or Product Offering document.
The Client shall pay 3mandarins in Australian Dollars not later than 7 days after the date which the Invoice for Services is received by the Client (“Due Date”).
The Client shall make payment to Australia China Solutions Pty Ltd (the Trustee for 3mandarins) via bank transfer.
If the Client does not make full payment within 21 days of receipt of an Invoice for Services, interest shall be paid to 3mandarins on any amount due, but not paid, on such Due Date for each day of delay at the annual rate of fifteen per cent (15%) compounded daily.
3mandarins warrants that it has authority to enter into and perform and the ability to perform its obligations under this Contract. Furthermore, 3mandarins undertakes to perform the Services with high standards of professional competence and integrity.
3mandarins warrants that it will endeavour, within the limits of its expertise and capabilities, to amend any gross errors in the Services provided to the Client, provided that such gross errors are clearly identified by the Client and 3mandarins is given written notice within 30 days of the Services being delivered to the Client. Nothing in this clause shall be construed as accepting liability for any loss or damage arising from such errors.
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 3mandarins to the extent permitted by law.
3mandarins shall not be responsible to indemnify the Client against losses sustained or incurred by the Client as a direct result of a claim made or threatened by a third party arising out of any act or omission of 3mandarins, its directors, employees or subcontractors.
The Client represents and warrants to 3mandarins that:
(i) it owns or has all necessary rights in any source materials to entitle it to submit the source materials to 3mandarins and to request the Services and that by doing so the Client is not infringing the intellectual property rights of any third party;
(ii) it will not submit and has not submitted anything to 3mandarins or to a 3mandarins website and will not use anything in respect of its use of the websites, the Services or otherwise in connection with 3mandarins (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 3mandarins’ systems and/or its websites; and
(iii) it has authority to enter into and perform and the ability to perform its obligations under this Contract.
The Client indemnifies 3mandarins 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 6.
|No Liability||To the extent permissible by law, 3mandarins will not be liable for any loss or damages sustained or incurred by the Client, its subsidiaries or any other third party, as a result of reliance upon or use of any service, information, translation or advice provided by 3mandarins, its employees, directors or subcontractors. In particular, 3mandarins, its employees, directors or subcontractors shall not be liable for any loss or damages arising from inaccurate translations or omissions.|
The Parties to this Contract must not, without the prior written consent of the other party, disclose confidential information of the other party to a third party, except where the confidential information is:
The rights and obligations under this clause shall continue for a period of 10 years from the commencement of this Contract, notwithstanding the expiration or termination of this Contract.
|Ownership of material||Any studies, reports or other material, graphic, software, copyright or other intellectual property, or otherwise, prepared by 3mandarins in carrying out
the Services for the Client under the Contract shall belong to and remain the property of the Client. 3mandarins shall advise for each translation service if ownership needs to change from the Client to 3mandarins.
|By the Client||Without limiting any other rights or remedies the Client may have against 3mandarins arising out of or in connection with this Contract, the Client may terminate this Contract, by not less than fourteen (14) days’ written notice to 3mandarins, if:
|By 3mandarins||Without limiting any other rights or remedies the Client may have against 3mandarins arising out of or in connection with this Contract, 3mandarins may terminate this Contract, by not less than seven (7) days’ written notice to the Client, if:
|Payment upon Termination||
Within 14 days of termination of this Contract pursuant to Clause 10 the Client shall make the following payments to 3mandarins:
The Client may elect to terminate this contract within 14 days’ written notice to 3mandarins before the stipulated start date for delivery of services, however 3mandarins will not refund any deposits already received.
If the Client elects to terminate this Contract without providing 14 days’ written notice to 3mandarins before the stipulated start date for delivery of services, then the Client shall pay 50% of the total amount indicated on the Scope of Services, Quote or Product Offering Document.
This Clause shall survive the termination of this Contract.
This contract shall not be altered or changed in any way except with the written consent of both parties.
This Contract is governed by, and is to be construed in accordance with, the law of New South Wales and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that jurisdiction.
Neither Party shall assign this Contract or any portion of it without the prior written consent of the other Party.
If any court or competent authority finds that any provision of this Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected.
|Definitions||Days shall mean calendar days.
Force Majeure shall mean an extraordinary event or circumstance beyond the control of the parties, such as, but not limited to, war, strike, riot, crime or act of God, which prevents one or both parties from fulfilling their obligations under this Contract.
3mandarins shall mean Australia China Solutions Pty Ltd as Trustee for 3mandarins.
the Client shall mean any party that agrees to receive Services from 3mandarins.