These TERMS (the “Terms” or the "Licence") is a legal agreement between you (the "Licensee" or "you") and FREELANCE PROVIDERS LIMITED trading as TRANSLIT, a limited company, whose registered office is at 7 South Mall, Cork, Ireland T12 E72H, Companies Registration Office number 476857 ("the Company", “Licensor”, “TRANSLIT”, “our” or "we" ) for your licensed use of and access to www.TRANSLIT.com (the “Website” and/or the “Platform” ) and your access to the cloud based interpreting management platform provided by TRANSLIT and as described on the Website from time to time in accordance with the terms of this Agreement.
DISCLAIMER: TRANSLIT is a multifaceted cloud based interpreting management platform providing a range of features including a marketplace for the provision of Services whether by Agencies or Freelancers, a dedicated CRM, Project Management, Invoicing and Payment System. It is not intended to override the professional and legal requirements for interpreting providers nor will it guarantee compliance with local regulations. This Platform and the Content should only be used to support and assist in the management of and engagement with interpreting services. All Users of this Platform must utilise their own judgment in implementing processes and procedures in respect of their own business and/or their own personal use (as applicable).
BY REGISTERING FOR, UPLOADING TO AND/OR DOWNLOADING DATA AND INFORMATION FROM THE PLATFORM, YOU CONSENT TO BE BOUND BY THIS LICENCE. BY TICKING THE BOX ON REGISTRATION, AND AT ANY OTHER TIME ON LOGGING IN TO THE PLATFORM AND THROUGH YOUR CONTINUED USE OF THE PLATFORM, YOU AGREE TO BE BOUND TO THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT REGISTER FOR THE PLATFORM, OR USE ANY OF THE SERVICES MADE AVAILABLE THEREIN. BY TICKING THE BOX YOU CONFIRM THAT YOU HAVE READ, YOU ACCEPT AND HAVE UNDERSTOOD THE TERMS OF THIS AGREEMENT, THAT YOU ALSO CONSENT TO USE ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR TICKING OF BOX TO BE AN ELECTRONIC SIGNATURE SUFFICIENT TO BIND YOU TO THE TERMS OF THIS LICENCE AGREEMENT.
- 1.1 Marketplace Terms
1.1.1 The TRANSLIT Platform is an online marketplace that enables registered users (as detailed below, Agencies, Freelancers, Business Clients and/or Individual Clients(each of which are the “Users”)) who offer services via the Platform (“Services”) (each provider of services herein being a “Service Provider”)or seek the provision of services via the Platform (“Service Buyers”)(each such poster to the Platform being a (“Job”) to communicate and transact with other Users that are seeking to book such Jobs or offer such Services, to arrange new orders, hire interpreters whether new or existing or to manage interpreting projects. Jobs and the Services offered may include the offering of standard interpreting services whether or in person, as well as a variety of other language-related services.
1.1.2 As the provider of the TRANSLIT Platform, TRANSLIT does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Jobs or Services on behalf of Service Providers and Service Buyers, it merely provides the Platform upon which such Jobs may be advertised/posted and via which Services can be arranged and provided. Service Providers alone are responsible for their Services as provided. When Service Buyers purchase Services from a Service Providers and when Service Providers provide Services to Service Buyers, they are entering into a contract directly with the other party to such arrangement. TRANSLIT is not and does not become a party to or other participant in any contractual relationship between Users in that circumstance.
1.1.3 While we may help facilitate the resolution of disputes, TRANSLIT has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Jobs or Services, (ii) the truth or accuracy of any Jobor Service descriptions, ratings, reviews, or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. TRANSLIT does not endorse any User, Job or Services. Any references to a User being "verified" (or similar language) only indicate that the User has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by TRANSLIT about any User, including of the User's identity or background or whether the User is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to engage a third party in respect of the provision of particular Services, accept a booking request from a User, or communicate and interact with other Users, whether online or in person.
1.1.4 If you choose to use the TRANSLIT Platform whether as a Service Provider or a Service Buyer, your relationship with TRANSLIT is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of TRANSLIT for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of TRANSLIT. TRANSLIT does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Services. You acknowledge that you have complete discretion whether to list Services or otherwise engage in other business or employment activities. Any matter relating to payment is subject to any agreement which is implemented between a Service Provider and a Service Buyer as detailed later in these Terms.
1.1.5 If you choose to use the TRANSLIT Platform as a natural person whether as a Service Provider or as a Service Buyer, your relationship with TRANSLIT is limited in accordance withthese Terms. You confirm that you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of TRANSLIT. TRANSLIT does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your acceptance of the Services from Service Providers or your seeking of responses to Jobs. You acknowledge that you have complete discretion whether to be a Service Buyer or a Service Provider when you interact with the Platform.
2.1 Registration Process:
2.1.2 Registering: When you register, you will be required to generate a unique log-in credential (a password) which relates to your own email address. The combination of your email address and password permits us to verify you as the permitted and authorised User and owner of the account (a “User Account”), as well as providing access to the secure parts of the Platform. Access to the secure aspects of the Platform is not permitted for any other person or entity using your email and password and you are responsible for preventing such unauthorized use. Upon successful completion of the registration process, you will be afforded access to your User Account. You will be required to validate your User Account through a validation process by email.
2.2 Access Denial: Users whose access to the Platform has previously been terminated by TRANSLIT may not register for another account, nor may you designate another individual to use your account on your behalf. TRANSLIT expressly reserves the right not to grant access to anyone they may choose to the Platform or to create a User Account for any reason.
2.3 Authentication: The Platform relies on email addresses and passwords to know whether the person accessing the Platform are authorized to do so. If someone accesses the Platform using an email address and/or password that you have provided us with, we will rely on that email address and password and will assume that access has been made by you. You are recommended to change your password regularly to prevent unauthorised use. You are solely responsible for any and all access to the Platform, your User Account by persons using your email address and password. Please notify us immediately if you believe or become aware that your User Account is being used without your authorisation.
2.4 Access Indemnity: You indemnify us and hold us harmless for all damages and losses related to your failure to comply with the provisions of this Section 2, including, without limitation, your failure to secure your User Account from third party access.
2.5 Administrator Accounts: In the case of Service Providers TRANSLIT is offering the Platform primarily for use by the User in whose name an account is registered (the “Administrator” and/or “AdministratorAccount”) and not for the use or benefit of any third party. That person or entity may, subject to certain conditions, elect to delegate administrative responsibility in respect of certain tasks or other criteria from time to time within the platform to team members (“Manager(s)”). For single Users (Freelancers, Business Clients and Individual Clients) that do not require an expanded access right, access will be available only for those Users, in whose name an account is registered (merely otherwise referred to as a User).
2.6 Manager Accounts:
2.6.1 The preceding Section 2.5 notwithstanding, your use of the Platform as an Administrator shall include such permissions as the Administrator Account may identify from time to time in the account settings in the Platform dashboard. This, when calibrated in the correct manner, will allow Managers to view Jobs, administer hirings, manage projects and to complete certain tasks on the Platform. These Manager Accounts are assigned by the Administrator Account, acting as coordinator for a Service Provider.
2.6.2 Each Manager shall be required to accept these Termsand the specific terms which apply to them.
2.6.3 The Administrator Account shall be responsible for ensuring compliance by such Managers with theseTerms. Breach of theseTerms is considered a material breach of this Agreement and shall be governed by the terms of Section 13 (termination).
2.6.4 The sub team is assigned access credentials initially by the Administrator on a designated and deliberately designed basis. Total control of access credentials is provided to the Administrator to assign the correct access credentials to the Managers in accordance with the table below:
2.7 Access credentials are emailed via the Platform by the Administrator Account to the relevant Manager. Managers are required to verify their access credentials, to confirm their name and email address and to insert a password of their choosing to join the designated team.
2.8 Account Limitation: Access credentials are emailed via the Platform by the Administrator Account to the relevant Manager. Managers are required to verify their access credentials, to confirm their name and email address and to insert a password of their choosing to join the designated team.
2.9 Account Availability: TRANSLIT will use reasonable efforts to ensure that the Platform is available twenty-four hours a day, seven days a week. However, access to the Platform shall be as they may exist and be available on any given day and the TRANSLIT has no other obligation, except as expressly stated in these Terms. There will be occasions when the Platform will be unavailable or interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by TRANSLIT to minimize such disruption where it is within TRANSLIT's reasonable control. YOU AGREE THAT TRANSLIT WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE PLATFORM, JOBS, SERVICES OR OTHER CONTENT. TRANSLIT retains the right to create limits on use and storage with respect to the Platform determined at its sole discretion at any time with or without notice.
2.10 Eligibility: To be eligible to use the Platform, you must meet the following criteria and represent and warrant that you:
2.10.2 will only maintain one User account at any given time (unless explicitly consented to by TRANSLIT);
2.10.3 if you are an administrator and have the right to create sub accounts, you shall only do so in accordance with the terms of theseTerms;
2.10.4 will not violate any rights of TRANSLIT, including Intellectual Property Rights such as copyright, patent, design or trademark rights;
2.10.5 agree to provide at your cost all equipment, software, and internet access necessary to use the Platform;
2.10.6 understand and agree that use of the Platform may entail the applicability of certain incidental usage charges (“Incidental Charges”) during the installation and use of the Service. These Incidental Charges may, among others, be levied by your mobile network operator or your internet service provider. You are advised to consult your mobile data or internet data plan to identify the Incidental Charges which may be incurred prior to the installation and operation of access to the Platform.
2.11 Suitability: You certify to TRANSLIT that you are legally permitted to use the Platform and take full responsibility for the selection and use of the Platformas described in these Terms.
2.12 Prohibition by law: This Agreement is void where prohibited by law, and the right to use the Platform are revoked in such jurisdictions. TRANSLIT makes no claim that the Services may be lawfully used or that Jobs may be uploaded, posted or downloaded in any jurisdiction save the jurisdiction specified by these Terms. Access to the Content made available via the Platform may not be legally permitted by certain persons or in certain countries. If you use the Platform from outside Ireland, you do so at your own risk and you are responsible for compliance with the laws of that jurisdiction. Furthermore, if you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with a detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
CONTENT AND JOBS
3.1 TRANSLIT may enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the TRANSLIT Platform ("User Content"); and (ii) access and view User Content and any content that TRANSLIT itself makes available on or through the TRANSLIT Platform, including proprietary TRANSLIT content and any content licensed or authorised for use by or through TRANSLIT from a third party ("TRANSLIT Content" and together with User Content, "Collective Content").
3.2 The TRANSLIT Platform, TRANSLIT Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Ireland and other countries. You acknowledge and agree that the TRANSLIT Platform and TRANSLIT Content, including all associated intellectual property rights, are the exclusive property of TRANSLIT and/or its licensors or authorising third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the TRANSLIT Platform, TRANSLIT Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of TRANSLIT used on or in connection with the TRANSLIT Platform and TRANSLIT Content are trademarks or registered trademarks of TRANSLIT in Ireland and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the TRANSLIT Platform, TRANSLIT Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
3.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the TRANSLIT Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TRANSLIT or its licensors, except for the licenses and rights expressly granted in these Terms..
3.4 Subject to your compliance with these Terms, TRANSLIT grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Platform via the Application (where available) on your personal device(s); and (ii) access and view any Collective Content made available on or through the TRANSLIT Platform and accessible to you, solely for your personal and non-commercial use.
3.6 You are solely responsible for all User Content that you make available on or through the TRANSLIT Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the TRANSLIT Platform or you have all rights, licenses, consents and releases that are necessary to grant to TRANSLIT the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or TRANSLIT's use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
3.7 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libellous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any TRANSLIT policy. TRANSLIT may remove or disable access to any User Content that is in violation of applicable law, these Terms or TRANSLIT’s then-current Policies or Standards, or otherwise may be harmful or objectionable to TRANSLIT, its Users, third parties, or property. Where TRANSLIT removes or disables User Content, TRANSLIT will notify a User and provide the reasons for such a measure, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other Users or third parties, or (ii) contravene applicable laws. You may appeal such a decision by contacting customer service.
3.8 TRANSLIT respects copyright law and expects its Users to do the same. If you believe that any content on the TRANSLIT Platform infringes copyrights you own, please notify us.
CHARGES AND PAYMENT
4.1 Pricing: Any prices, quotations and descriptions made or referred to on the Website are provisional, do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order via the payment portal. TRANSLIT reserves the right to change prices stated on the Website at any time. Pricing in respect of access to the Platform is available from email@example.com or alternatively from our helpline number detailed on the Website.
4.2 Payment: Unless otherwise agreed or TRANSLIT otherwise decides, all funds due to TRANSLIT from a User for access to the Platform (where applicable and otherwise than in respect of a free account) become payable in accordance with the terms of the invoice issued by TRANSLIT or demand therefore is issued by TRANSLIT. Unless otherwise agreed or TRANSLIT otherwise decides, payment shall be due within fourteen days of the date of the issue of an invoice, unless otherwise stipulated via direct debit terms via our card payment processing partner. Free accounts can be created by way of a free trial and maintained as such, permitting the User to limited right of access to the Platform. In the event that a paid plan is designated and if payment is not completed within the stipulated period, the account created will be reduced to a free accountuntil payment is made. If an account lies dormant and unused as a free account for a period of 24 months, the data uploaded will be purged from the system.
4.3 Taxation: Where relevant,monies due to TRANSLIT are invoiced together with tax (including withholding taxes, value added tax (VAT) and/or other taxes (where applicable)). If the incorrect tax amount is invoiced and paid for by a User, the User should contact their account manager or firstname.lastname@example.org in order to request a refund or a change of the correct taxable amount. You will provide TRANSLIT of evidence of any withholding tax paid by You or any tax exemption upon which you wish to rely. If you are obliged to withhold or deduct any portion of the monies due to TRANSLIT, then TRANSLIT shall be entitled to receive from you such amounts as will ensure that the net receipt, after tax and duties to TRANSLIT in respect of the monies due to it from the Platform is the same as it would have been were the payment not subject to the tax or duties.
4.4 Changes to Charges: TRANSLIT may adjust or increase the basis for calculating the monies due for any renewal term for access to the Platformby providing not less than thirty (30) days written notice to expire at the end of the then current term for the Platform. If you do not agree to the increase in charges, your account will be reduced to a free account and you may also terminate your relationship with TRANSLIT by contacting email@example.com.
4.5 Changes to Recurring Charges: TRANSLIT may adjust or increase the basis for calculating the monies due for any recurring charges arising from the Platform from time to time. TRANSLIT will endeavour to provide prior notice of any such increase but may not be able to do so if the charges are bespoke for you or your needs. The information will be provided when a renewal next takes place.
4.6 Excess Use: Access to the Platform may be limited in user access scope, in specification and/or feature. Any such limitation will be set out in these Terms from time to time. If the User access scope reaches their access limits, the User will have the option to upgrade to a different plan.
JOB MODIFICATIONS, CANCELLATIONS AND REFUNDS
5.1 Service Providers and Service Buyers are responsible for any modifications to a Job that they make via the TRANSLIT Platform or direct TRANSLIT customer service to make ("Modifications"), and agree to pay any additional Fees and/or taxes associated with such Modifications.
5.2 Service Providers and Service Buyers can cancel a confirmed Job at any time pursuant to the Job’s cancellation policy set by the Service Provider and agreed to by the Service Buyer. In circumstances where funds are paid up front/in advance (which is the recommended practice when a Service Provider engages with a Business Client and/or an Individual Client), TRANSLIT will remit the appropriate amount of the total fees due to the Service Provider(as applicable) in accordance with such cancellation policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Service Provider under the applicable cancellation policy will be remitted to the Service Provider by TRANSLIT pursuant to the Payments Terms or in the event that funds have been paid in advance.
5.3 If mutually agreed between the Service Provider and the Service Buyer, a Job may be moved to a different time or date. If such mutual agreement is not available, the cancellation policy shall apply.
5.4 If a cancellation policy isn’t stated in respect of the engagement of a Service Provider by a Service Buyer, the default TRANSLIT policy in the table below will apply:
5.5 Where TRANSLIT cancels a Job, TRANSLIT will, notify Service Buyer and Service Provider alike and provide the reasons for such a measure, unless such notification would (i) prevent or impede the detection or prevention of fraud or other illegal activities, (ii) harm the legitimate interests of other Users or third parties, or (iii) contravene applicable laws. You may appeal a cancellation by contacting customer service.
5.6 If a Service Buyer is dissatisfied with the quality of the Services delivered by a Service Provider, and such dissatisfaction is notified to TRANSLIT, TRANSLIT will notify the Service Provider and request that they correspond directly with a Service Buyer. The Service Provider and the Service Buyer will then either mutually instruct TRANSLIT in respect of any refund arising. If the matter is not resolved to the satisfaction of either party, TRANSLIT may intervene at its discretion but will not be obliged to do so.
5.7 Except as otherwise set out in these Terms, Users may use TRANSLIT to send or request money for refunds, additional Services, claims related to Jobs. You agree to pay all amounts sent through TRANSLIT in connection with your TRANSLIT Account, and TRANSLIT will handle all such payments. If a fee is payable to TRANSLIT in respect of same, TRANSLIT will make that known to you in advance.
ENGAGEMENT FOR SERVICES
6.1 Service Providers whether in the form of Agencies and/or Freelancers will be obliged to contract for the provision of services once they are agreed. The terms of any such arrangement are a matter for each Service Provider and Service Buyer and are either to be negotiated as required or provided on standard terms presented by a Service Provider or in the case of a relationship between an Agency and/or Freelancer on such negotiated terms as may arise between them. In the event that standard terms are not available or provided, the standard TRANSLIT service level agreement template will become the default mechanism by which Services are provided. A Service Provider may elect to adopt the TRANSLIT service level agreementtemplate or may include its own terms via the dashboard. The service level agreement template is available via the platform. The service level agreement is provided by way of a template only, is provided “as is” and TRANSLIT shall not be liable for any costs or damages arising from any omission or error therein contained.In particular, TRANSLIT is not providing legal advice in the provision of such template and there is no legal connection equivalent to a solicitor client relationship created by the use of such template by a User.
AGE AND RESPONSIBILITY
7.1 Age: Any natural person making use of the Platform must be over 16 years of age to register or utilise them.
7.2.1 By using and registering for the Platform, you understand that you are financially responsible for the applicable costs (if any) of using the Platform as detailed in this Agreement, as well as any costs which can arise as a consequence of engagement between a Service Buyer and a Service Provider via this Platform.
7.2.2 You agree to notify us immediately of any unauthorised use of your log-on information or any other breach of security.
8.1 TRANSLIT Indemnity: We shall indemnify you against any claim that your use of or access to the Platform infringes the copyright of any third party provided:
8.1.1 such claim relates to the technology and software underlying the Platform;
8.1.2 we are immediately notified of any such claim;
8.1.3 you do not make any admission of liability;
8.1.4 we are given immediate and complete control of such claim, including the right to conduct the defence of any claim and to make any settlements as appropriate;
8.1.5 the claim does not arise on foot of any of the circumstances set out in Section 7 above.
8.2 Remedies: We shall have the right at our discretion, to replace, modify or change the software incorporated in the Platform to make any such software non-infringing. The maximum aggregate liability of TRANSLIT shall be equal to that which is set out in section 11 of this Agreement. This states the entire liability of TRANSLIT to you in respect of the infringement of the Intellectual Property Rights of any third parties.
8.3 Disclosure of User Information: We shall have the right at our discretion, to replace, modify or change the software incorporated in the Platform to make any such software non-infringing. The maximum aggregate liability of TRANSLIT shall be equal to that which is set out in section 11 of this Agreement. This states the entire liability of TRANSLIT to you in respect of the infringement of the Intellectual Property Rights of any third parties.
8.3.1 You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide to us, if required to do so by law or we, in good faith believe that such access, preservation or disclosure is reasonably necessary in our opinion to:
comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures;
enforce this Agreement;
respond to claims of a violation of the rights of third parties, whether or not the third party is a business, individual, or governmental body;
respond to customer service inquiries;
protect the rights, property, or personal safety of TRANSLIT employees, our users or the public.
THIRD PARTY SITES
9.1 Links: TRANSLIT if it includes links to third party web sites in its Content (“ThirdPartySite(s)”) is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or applications. If you decide to access Third Party Sites, you do so at your own risk and agree that your use of any Third Party Sites is on an “as-is” basis without any warranty, and your use of any Third Party Site is subject to the terms and conditions contained therein.
9.2 Third Party Identity or Documentation Verification Services: TRANSLIT uses a third party service provider to verify the identity of or the identity documentation of Users where such verification is required. The terms and conditions of such sites govern your use of such sites. Your use of any Third Party Sites is on an “as-is” basis without any warranty, and your use of any Third Party Site is subject to the terms and conditions contained therein. TRANSLIT does not store any identity documentation nor does it verify the identity of the individual concerned.
9.1 Third Party Payment Portals: TRANSLIT uses third party service providers to facilitate online payments. Your use of any such Third Party Payment Portals is on an “as-is” basis without any warranty, and your use of any Third Party Payment Portal is subject to the terms and conditions contained therein. TRANSLIT does not store any account information pertaining to Users nor does it accept or take bank account or payment card information. Users should exercise caution when and if producing such card information to TRANSLIT and should ensure that they are satisfied to engage with any such Third Party Payment Portals and the governing provisions therein, from time to time.
WARRANTY & DISCLAIMER
10.1 ANY INFORMATION OR CONTENT CONTAINED IN THE PLATFORM OR PROVIDED VIA THE PLATFORM IS PROVIDED “AS IS” OR “AS AVAILABLE”. WHILE TRANSLIT STRIVES TO PROVIDE YOU WITH USEFUL AND ACCURATE EVIDENCE BASED INFORMATION, TRANSLIT DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS, THAT THE INFORMATION CONTAINED IN CONTENT PROVIDED BY THIS PLATFORM IS UP-TO- DATE AND COMPLETE.
10.2 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED WITH THE PLATFORM, OR DO NOT AGREE WITH THE TERMS OF THESE TERMS, YOU MAY CLOSE YOUR TRANSLIT ACCOUNT AND TERMINATE THESE TERMS IN ACCORDANCE WITH SECTION 13 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. THIS PLATFORM AND THE CONTENT PROVIDED BY IT, MUST NOT BE CONSIDERED COMPLETE OR COMPREHENSIVE DUE TO POSSIBLE ERRORS IN THE DATABASE.
10.3 TRANSLIT IS NOT RESPONSIBLE AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES OR COMMUNICATION (SUCH AS EMAILS, FORUM POSTINGS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) UPLOADED TO THE TRANSLIT PLATFORM. THE TRANSMISSION OF ANY SUCH MESSAGES OR COMMUNICATION SHALL BE ENTIRELY THE RESPONSIBILITY OF THE MOBILE NETWORK OPERATOR OR BROADBAND INTERNET PROVIDER. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR PERSONAL USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE PLATFORM OR ANY USER MANUALS MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.
10.4 TRANSLIT DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS PLATFORM, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, TRANSLIT DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
10.5 TRANSLIT DOES NOT GUARANTEE THAT THE PLATFORM IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN OPERATION. IN PARTICULAR, THE OPERATION OF THE PLATFORM MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. TRANSLIT DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONALITY. FURTHERMORE, TRANSLIT DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE PLATFORM DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
10.6 IN THE EVENT THAT THE LICENSEE DOES NOT CONFORM WITH THE PAYMENT TERMS SET OUT HEREIN, ACCESS TO THE PLATFORM MAY BE RESTRICTED UNTIL THE PAYMENT CONDITIONS ARE REGULARISED OR THEIR ACCESS IS REDUCED IN LINE WITH THE ACCESS RIGHTS AVAILABLE TO A FREE PLAN. IN THE EVENT THAT ACCESS IS RESTRICTED FOR THE AFOREMENTIONED REASON, IF THE PAYMENT CONDITIONS ARE NOT REGULARISED, THE DATA CONTAINED WITHIN THE ACCOUNT, MAY BE DELETED BY THE LICENSOR AFTER A REASONABLE PERIOD OF TIME. NO LIABILITY OR DAMAGES FOR THE LOSS OF DATA SHALL RESULT FROM THE FOREGOING FOR THE LICENSOR.
LIMITATION OF LIABILITY.
11.1 Precedence: This Section prevails over all other provisions of these Terms and sets out the entire liability of TRANSLIT in respect of:
11.1.1 the performance, non-performance, purported performance or delay in performance by TRANSLIT of its obligations under these Terms;
11.1.2 otherwise in relation to this Agreement or the entering into or performance of these Terms.
11.2 Losses not excluded: Nothing in these Terms shall exclude or limit TRANSLIT’s liability specifically;
11.2.1 under the tort of deceit;
11.2.2 for death or personal injury caused by any breach of duty;
11.2.3 any other liability to the extent that under applicable law it cannot be excluded or limited.
11.3 No Implied Terms: The terms of these Terms are in lieu of all other conditions, warranties and other terms concerning the supply or purported supply of, or failure to supply or delay in supplying, any services (including for those arising under the Sale of Goods Act 1893 and/or the Sale of Goods, Supply of Services Act 1980 (if any)) which might but for this Section 11.3 have effect between TRANSLIT and you or would otherwise be implied or incorporated into these Terms or any collateral contract, whether by statue, common law, or otherwise (including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or as to the use of reasonable skill and care), all of which are hereby excluded.
11.4 Non-Contractual Liability: Subject to 11.2, TRANSLIT does not accept, and excludes all liability for breach of any obligation or duty to take reasonable care or exercise reasonable skill other than any such obligation or duty arising under these Terms.
11.5 Indirect Loss: Subject to 11.2, TRANSLIT shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage, (whether or not such damage was foreseen, foreseeable, known or otherwise):
11.5.1 revenue, actual or anticipated profits, contracts, use of money, anticipated savings, business, opportunity, goodwill, reputation, damage or corruption of data;
11.5.2 any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in 11.5.1).
11.6 PERSONAL SAFETY: in any circumstance where a Service is required to be provided in person TRANSLIT shall not have any liability for any personal harm which would or could be inflicted on an individual User. It is the User’s responsibility to ensure that when taking a Job (as a Freelancer) and or booking a Job as an Individual Client or a Business Client, that they take the necessary steps to ensure their own personal safety. Steps recommended in this instance are that individuals would notify a third party of their whereabouts in advance and generally meet in public and safe places. This platform may not be utilised as an emergency service notification system.
11.7 Breach of Warranty: For the avoidance of doubt, TRANSLIT shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances:
11.7.1 any use of the Platform by you other than in accordance with the terms of this Agreement or use of the Platform for a purpose for which they were not designed;
11.7.2 any temporary or permanent reproduction by any means and in any form, in whole or in part, of the Platform;
11.7.3 any reverse assembly, reverse compilation, reverse engineering or adaptation of the whole or part of the Platform;
11.7.4 any alteration, modification, adjustment, translation, adaptation or enhancement made by you to the Website or any combination, connection, operation or use of the Platform with any other equipment, software or documentation;
11.7.5 any dissemination, sale, hire, lease offer or exposure for sale or distribution of the Platform;
11.7.6 any item of third party hardware or software, even if forming part of the software or if the Licensor has recommended such third party hardware or software;
11.7.7 any breach by you of your obligations under this Agreement or of the Licensor’s Intellectual Property Rights;
11.7.8 any act, omission, negligence, fraud or default of or by you.
INTEGRITY OF DATA
12.1 Not Bespoke: You acknowledge that the Platformand the software have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Platform as described on the Website, meet your requirements.
12.2 Minor Errors: You acknowledge that the Platform may not be free of bugs or errors and you agree that the existence of any errors shall not constitute a breach of this Licence.
12.3 Insurance: You agree that you are the best judge of the value and importance of the data held on your User Account and that you will be solely responsible for taking out any insurance policy or other financial cover for loss or damage which may arise from loss of data for any reason. Service Providers are recommended that to hold a professional indemnity insurance policy which adequately covers the Services to be providedor the Jobs engaged/bookedand when and if services are being provided in person, that adequate employer and personal injury liability insurance be in place for the provision of commercial services.
TERM, TERMINATION AND SUSPENSION
13.1 This Agreement shall be effective until such time when you or TRANSLIT terminate the Agreement in accordance with this provision.
13.2 You may terminate this Agreement at any time by sending us an email (firstname.lastname@example.org). If you cancel your TRANSLIT Account as a Service Provider, any confirmed Job(s) will be automatically cancelled and the Service Buyers booked to make use of your services will receive a full refund. If you cancel your TRANSLIT Account as a Service Buyer, any confirmed booking(s) will be automatically cancelled and any refund will depend upon the terms of the Job’s cancellation policy. Payment plans with TRANSLIT and the availability of the Platform will continue until your next renewal date.
13.3 Without limiting our rights specified below, TRANSLIT may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address and/or through the Platform.
13.4 TRANSLIT may immediately, without notice, terminate this Agreement and/or stop providing access to the TRANSLIT Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) such action is necessary to protect the personal safety or property of TRANSLIT, its Users, or third parties (for example in the case of fraudulent behaviour of a User).
13.5 In addition, TRANSLIT may take any of the following measures (i) to comply with applicable law, or the order or request of a court, legal enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the TRANSLIT Account registration, Job process or thereafter, (iv) you and/or your Jobs or Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor reviews or TRANSLIT otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) such action is necessary to protect the personal safety or property of TRANSLIT, its Users, or third parties, or to prevent fraud or other illegal activity:
refuse to amend, delete or delay any Jobs, ratings, reviews, or other UserContent;
cancel any pending or confirmed bookings;
limit your access to or use of the TRANSLIT Platform;
temporarily or permanently revoke any special status associated with your TRANSLIT Account;
temporarily or in case of severe or repeated offenses permanently suspend your TRANSLIT Account and stop providing access to the TRANSLIT Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by TRANSLIT and an opportunity to resolve the issue to TRANSLIT's reasonable satisfaction.
13.6 If we take any of the measures described above (i) we may refund Users proposing or utilising your Services in full for any and all confirmed bookings that have been cancelled, irrespective of pre-existing cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
13.7 When this Agreement has been terminated, you are not entitled to a restoration of your TRANSLIT Account or any of your User Content. If your access to or use of the TRANSLIT Platform has been limited or your TRANSLIT Account has been suspended or this Agreement has been terminated by us, you may not register a new TRANSLIT Account or access and use the TRANSLIT Platform through a TRANSLIT Account of another User.
13.8 If TRANSLIT takes any of the measures described in this Section 13 you may appeal such a decision by contacting our customer service.
14.1 Service messages: For the purposes of service messages and notices about thePlatform and theServicesand Jobsto you, TRANSLIT may place a banner notice across the Platform to alert you to certain changes such as modifications to these Terms or may be communication to you via the communication tools either made available via the Platform or via such other mechanisms which you indicate on registration which may be used for the purposes of communicating with you. Alternatively, notice may consist of an email from TRANSLIT to an email address associated with your account, even if we have other contact information, or via a digital distribution platform for mobile applications, applicable to your particular device.
14.2 General Communication: You also agree that TRANSLIT may communicate with you through your account or through other means including email, mobile and telephone about your account or services associated with TRANSLIT. Please review your settings to control what kind of messages you receive from us. To unsubscribe from any communication we circulate to you, please click on the unsubscribe mechanism at the bottom of the communication. Certain service notices, invoicing notices and so forth which are required for the administration of your account may not be unsubscribed from. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Platform.
14.3 Contacting TRANSLIT: In addition TRANSLIT may be contacted via our mail courier at 7 South Mall, Cork, Ireland and email@example.com or via communications mechanism on the Platform.
ACCOUNT HOLDER DEFINITIONS
15.1 “Agency”: shall mean an organisation that provides translation services, manages and organises translation projects on its own behalf and on behalf of clients.
15.2 “Freelancer”: an individual providing translation services on his or her own behalf;
15.3 “Individual Client”: a client that acts in his or her personal capacity as a private consumer or engager of Services;
15.4 “Business Client”: a client that acts in his or her or its commercial capacity as a commercial consumer or engager of Services;
AMENDMENTS TO THE LICENCE
16.1 Amendments: TRANSLIT reserves the right, at our sole discretion, to amend, add or delete any of the terms and conditions of this Licence. TRANSLIT will post notifications of any such changes to this Licence on the Website, will provide a link to the revised version of this Licence, and may provide such other notice as the Licensor may elect in its sole discretion. If any future changes to this Licence are unacceptable to you or cause you to no longer be in compliance with this Licence, you may terminate this Licence in accordance with the terms herein.
16.2 Evidence of Acceptance: Your installation, download and/or use of any updated or modified Software (if any) and/or your continued use of the Platform following notice of changes to this Licence as described above means you accept any and all such changes. TRANSLIT may change, modify, suspend, or discontinue any aspect of the Platform at any time.
16.3 Limits: TRANSLIT may also impose limits on certain features without notice or liability. You disclaim any right, title or interest, monetary or otherwise, in any feature or content contained in the Platform.
17.1 Strict Performance: If TRANSLIT fails, at any time during the term of this Licence, to insist on strict performance of any of your obligations under this Licence, or if TRANSLIT fails to exercise any of the rights or remedies to which it is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
SEVERABILITY: Severance of Terms: If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
ENTIRE AGREEMENT: These Terms and any document expressly referred to in it represents the entire agreement between you and TRANSLIT, in relation to the license hereunder and supersedes any prior agreement, representation, understanding or arrangement between us, whether oral or in writing. Both Parties hereunder acknowledge that, in entering into these Terms, neither Party has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Licence except as expressly stated in this Licence.
LAW AND JURISDICTION: These Terms are governed by Irish law. Any dispute arising from, or related to, any term of these Terms shall be subject to the exclusive jurisdiction of the Irish courts.
LANGUAGE: Any dispute arising from, or related to, any term of these Terms arising between the Parties, shall be resolved or determined based on the English language version alone. These terms were originally written in English. In the event that these terms are translated into any other language, the translation shall be for review purposes only and have no legal effect.
RELATIONSHIP: Nothing in this Agreement shall create, evidence or imply any agency, partnership or joint venture between you and TRANSLIT. Neither you nor TRANSLIT shall act or describe itself as the agent of the other; nor shall either party represent that it has any authority to make commitments on behalf of the other.