DEFINITIONS: 1-800-Translate is the telephone interpreting brand of Responsive Translation. “1-800-Translate” and “Responsive Translation” may be used interchangeably.
SCOPE OF SERVICES: Responsive Translation will provide telephone interpreting services (“Services”) to the Client in accordance with the terms and subject to the conditions set forth in this agreement.
TERM AND TERMINATION: This Agreement will become effective once the Client pays their first subscription fee payment. Services will be available when Client has been assigned a Client Access Code. Either party may terminate this agreement at any time, with at least 10 days notice prior to the subscription renewal date of the current subscription period. Upon the termination of this Agreement, Responsive Translation shall be released from any obligation to perform any Services. Termination of this Agreement shall not affect the liability of Client to pay any fees or rates for Services rendered through the date of termination. Responsive Translation may terminate this Agreement in the event of a material breach by Client which remains uncured after 10 days written notice thereof, or if Client ceases to do business in the normal course, becomes or is declared bankrupt, is the subject of any liquidation or insolvency proceeding, or makes a general assignment for the benefit of its creditors.
AUTHORIZED USAGE: Client is fully and solely responsible for all services and charges obtained using its Access Code. Client can obtain a new Access Code at any time upon request. Client agrees to hold harmless Responsive Translation from all claims and actions resulting from the content and illegal usage of interpreting services. Responsive Translation interpreters shall not for any reason be used for illegal or improper purposes. Client shall not at any time contract, or attempt to contract or hire away any interpreter from Responsive Translation.
INVOICES, CHARGES AND PAYMENTS: Client agrees to pay monthly or annual subscription fees, according to the plan selected by Client, until the subscription is terminated. In addition, Client agrees to pay the per-minute rate multiplied by the number of minutes used (any fractional minutes are rounded up to the next whole minute), which shall be applied to all services rendered. Furthermore, Responsive Translation will charge a $25.00 cancellation fee if client cancels a pre-scheduled interpretation call with less than 24 hours’ notice. Responsive Translation shall give Client at least 30 days written notice of any subscription fee or rate changes.
The subscription fee billing cycle begins on the original subscription signup date and renews according to the interval of the plan selected by Client, until the subscription is terminated. In addition, the usage billing cycle is monthly, beginning on the original subscription signup date, and will continue until the subscription is terminated.
Payment of any outstanding balance will be charged to Client credit card. Usage billing will be calculated with the prevailing per-minute rate multiplied by the number of minutes used (any fractional minutes are rounded up to the next whole minute), less 10 minutes, since 10 minutes of service is included each month with every subscription. Any unused minutes will not be refunded, reimbursed, credited or rolled over. On successful completion of billing, a receipt with activity summary will be provided to the client by email transmission. Responsive Translation accepts Visa, MasterCard, American Express and Discover. If Responsive Translation is unable to process Client’s credit card for any reason, Client Service is subject to immediate suspension.
At Responsive Translation’s sole discretion, a finance charge may be assessed on all unpaid balances outstanding over 30 days at the lesser amount of eighteen percent (18%) per annum (1.5% per month) or the maximum amount permitted by law. After 90 days from the date of invoice, Responsive Translation will refer all invoices to collections for which Client agrees to pay costs of collection, including any reasonable attorney fees.
CONFIDENTIAL INFORMATION: Responsive Translation shall take reasonable measures to ensure that all translated communications remain confidential, whether the interpreter is an independent contractor or employee. Each party’s respective obligations shall survive the expiration or termination of this Agreement. In the event that either party receives a court subpoena, request for production of documents, court order or requirement of a government agency to disclose any Confidential Information, the recipient shall give prompt written notice to the other party so that the subpoena, request for production of documents, order or requirement can be challenged or limited in scope by Client or Responsive Translation, as appropriate.
INDEPENDENT CONTRACTOR: The parties agree that Responsive Translation’s relationship to Client is that of an independent contractor and that nothing contained in the Agreement shall be construed as creating any other type of relationship.
REPRESENTATIONS AND WARRANTIES: Responsive Translation represents and warrants to Client that Responsive Translation shall provide the Services in conformity with good commercial practice, the terms and conditions of this Agreement, and the reasonable instructions of Client.
LIMITATION ON LIABILITY: In no event shall Responsive Translation be responsible for any special, incidental or consequential damages for any reason whatsoever. Responsive Translation’s aggregate liability for damages for any claim or cause of action related to or arising out of this Agreement, whether in contract, negligence or tort, will not exceed the fees and charges paid by Client to Responsive Translation under this Agreement for the 12 months prior to the date such liability accrued. No action may be brought by either party more than two (2) years after the cause of action has accrued.
ARBITRATION: Disputes, controversies or other matters arising out of or relating to the Agreement, or breach thereof, shall be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall be enforceable in any court of competent jurisdiction and the prevailing party shall be entitled to recover its reasonable attorney’s fees and other costs and expenses as apportioned by the award of the arbitrator. The arbitration shall take place in New York, New York unless otherwise mutually agreed by the parties.
FORCE MAJEURE: Responsive Translation and Client shall be excused from any act, omission or obligation to perform under this Agreement when such failure or default is caused by an act of God, fire, earthquakes, floods, strikes or labor disputes, war, riot, insurrection or other causes beyond its reasonable control.
SEVERABILITY: In case any one or more of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.
ENTIRE AGREEMENT; AMENDMENT: This Agreement constitutes the entire agreement between the parties with respect to the service provided. This Agreement may not be amended nor any term or provision waived except by an instrument in writing signed by both parties. All notices provided in connection with this Agreement shall be in writing and shall be delivered by registered mail to company headquarters. This Agreement constitutes the entire agreement between the parties pertaining to the subject of this Agreement and supersede all prior writings, conversations, understandings and agreements.
