Terms & Conditions

• Services

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”).

• Location of 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.

• Payment Rates

The Client shall pay 3mandarins for Services rendered at the rate(s) specified in the Scope of Services, Quote or Product Offering document.

• Invoices

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.

• Timing of payment

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”).

• Method of payment

The Client shall make payment to Australia China Solutions Pty Ltd (the Trustee for 3mandarins) via bank transfer.

• Interest on delayed payments

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.

• Warranties

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. 

B.   Corrections 

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. 

C.   Exclusions

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.

D.   Indemnity

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.

• Warranties

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.

B. Indemnity

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.

• Confidential Information not to be disclosed

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:

1. disclosed by a party to its advisors, employees or sub-contractors in order to comply with obligations, or to exercise rights, under this Contract;
2. disclosed to a party’s internal management personnel to enable effective management or auditing of Contract related activities;
3. authorized or required by law, including under this Contract, under a licence or otherwise, to be disclosed; or
4. in the public domain otherwise than due to a breach of this clause.

• Period of confidentiality

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.

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.

1. 3mandarins breaches a material provision of this Contract where that breach is not capable of remedy;
2. 3mandarins breaches any provision of this Contract and fails to remedy the breach within fourteen (14) days’ written notice from the Client requiring it to do so;
3. if 3mandarins becomes insolvent or bankrupt; or
4. if, as the result of Force Majeure, 3mandarins are unable to perform a material portion of the Services for a period of not less than sixty (60) days.

1. if the Client fails to pay any monies due to 3mandarins pursuant to this Contract, and not subject to dispute pursuant to this contract, within fourteen (14) days after receiving written notice from 3mandarins that such payment is overdue;
2. if the Client breaches any provision of this Contract and fails to remedy the breach within fourteen (14) days’ written notice from 3mandarins requiring it to do so,
3. if the Client does not remedy a failure in the performance of their obligations under the Contract, within fourteen (14) days after being notified in writing by 3mandarins or within any further period as 3mandarins may have subsequently approved in writing,
4. if the Client becomes (or, if the Client consists of more than one entity, if any of its members become) insolvent or bankrupt or enter into any agreements with their creditors for relief of debt or take advantage of any law for the benefit of debtors or go into liquidation or receivership whether compulsory or voluntary; or
5. if, as the result of Force Majeure, 3mandarins are unable to perform a material portion of the Services for a period of not less than thirty (30) days.

• Pursuant to Clause 10

Within 14 days of termination of this Contract pursuant to Clause 10 the Client shall make the following payments to 3mandarins:

1. remuneration pursuant to Clause 4 for Services performed prior to the effective date of termination;
2. reasonable compensation for out-of-pocket expenses where 3mandarins can satisfactorily prove that the expenses were incurred by 3mandarins or its sub-contractors in preparation for carrying out services under this Contract for the Client which because of the termination pursuant to Clause 10 are no longer to be provided to the Client.

• Termination with 14 days’ written notice

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.

• Termination without 14 days’ written notice

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.

• Variations

This contract shall not be altered or changed in any way except with the written consent of both parties.

• Governing law

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.

• Assignment

Neither Party shall assign this Contract or any portion of it without the prior written consent of the other Party.

• Severance

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.

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.