Last Updated: 14th May 2023 1. Definitions 1.1 “The Company” refers to Opal Translation Pty Ltd T/As Ethnolink Language Services (ABN 49 601 462 677). 1.2 “The Client” refers to the individual or company commissioning the Company’s services. 1.3 “Services” refer to the services provided by the Company, including but not limited to translation, localization, multicultural research, strategy and consulting, creative development, voice-overs, subtitling and other services offered by the client. 1.4 “Source Material” refers to the document, audio file, video file, or any other form provided by the Client to the Company that needs to be translated. 1.5 “Target Language” refers to the language into which the Source Material will be translated. 1.6 “Order” refers to a confirmed request from the Client to the Company for any service provided, including but not limited to translation of the Source Material into the Target Language. 1.7 “Business Days” refer to any day excluding Saturday, Sunday, a public holiday in Victoria, and/or a Commonwealth public holiday. 1.8 “Quality Guarantee” refers to our guarantee to produce translations that are fit for purpose and free from errors (on eligible packages only). 1.9 “Agreement” refers to these Terms and Conditions, which constitute the entire agreement between the Company and the Client. 1.10 “GST” refers to Goods and Services Tax as defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 1.11 “NAATI” refers to the National Accreditation Authority for Translators and Interpreters, the national standards and certification body for translators and interpreters in Australia. 1.12 “AUSIT” refers to the Australian Institute of Interpreters and Translators, the national association for the translating and interpreting profession. 1.13 “Dispute” refers to any disagreement, conflict, or controversy arising out of this Agreement. 1.14 “AUSIT Code of Ethics” refers to the code of ethics and conduct set out by the Australian Institute of Interpreters and Translators (AUSIT). 1.15 “Feedback” means any comments, suggestions or requests for revisions provided by the Client regarding the translations delivered by the Company. 1.16 “Revisions” refers to amendments made to the translations delivered by the Company based on the Client’s feedback, which aim to correct errors and ensure accuracy as per the AUSIT Code of Ethics. 1.17 “Translation Edits” means changes requested by the Client that do not align with the AUSIT Code of Ethics and fall outside the scope of Revisions. These changes may include stylistic preferences and are subject to additional fees at the discretion of the Company. 1.18 “Approval” means the Client’s written confirmation of satisfaction with the delivered translations, or lack of feedback or request for revisions within 30 days after the delivery of the translations. 1.19 “Service Offerings” refers to the full range of services provided by the Company, including but not limited to translation, editing, and proofreading services. 1.20 “Force Majeure” refers to any act, event, or cause that is beyond the reasonable control of a party, including but not limited to natural disasters, acts of God, strikes, labour disputes, government actions, wars, or any other similar cause. 2. Acceptance and Agreement 2.1 These terms and conditions, together with the quotation provided by the Company (which is deemed to form part of these terms and conditions), constitute the entire agreement between the Client and the Company with respect to the subject matter hereof, superseding all prior discussions, negotiations, agreements, and understandings, whether oral or written. 2.2 The agreement is formed when the Client accepts the quotation provided by the Company, only through written confirmation or acceptance via the Company’s quoting system. 2.3 Any subsequent changes or additions to this agreement, including any additional terms or conditions, must be agreed upon in writing between the parties. 2.4 The Client agrees that, in accepting the terms and conditions, they have not relied on any representation or understanding, whether oral or written, not expressly set forth in these terms and conditions. 3. Client Responsibilities 3.1 The Client is responsible for providing the Company with the context of the Source Material, the intended style and tone, and any specific expectations for the translation. Failure to provide this information may result in additional fees for stylistic changes requested by the Client. 3.2 The Client must respond within two business days to any request for clarification or confirmation, or any inquiry sent by the Company. The Company will not be held liable for any delay resulting from the Client’s delayed or lack of response. 3.3 The Client must ensure they hold the necessary rights, licenses, or permissions for the Source Material provided for translation. Any violation of copyright laws arising from the Client’s Source Material is the sole responsibility of the Client. 3.4 The Client is responsible for the accuracy and completeness of the Source Material provided to the Company. Any errors, ambiguities, or incomplete sections in the Source Material that affect the translation process or outcome are the responsibility of the Client. 3.5 If the Client has any specific requirements or constraints (such as deadline, format of the final translation, target audience, etc.), they must notify the Company at the time of placing the Order. Additional fees may apply if the Client requests changes to these requirements after the Order is placed. 3.6 The Client must inform the Company at the outset if any of the Source Material or related communication is of a sensitive or confidential nature. 3.7 The Client is responsible for timely payment of fees as set out in the agreed quotation or as otherwise communicated by the Company. Delays in payment may result in delays in service delivery. 4. Delivery and Performance 4.1 Once the Client accepts the Order, the Company will commence Services. Depending on the terms agreed upon between the Client and the Company, this may be upon receipt of full payment, an agreed initial deposit, or no upfront payment (where credit terms are agreed). 4.2 The Client will receive an invoice detailing the Services provided and the amount due. Unless otherwise stated, all invoices are payable within 14 calendar days of the invoice date. 4.3 All prices quoted by the Company are exclusive of GST, unless otherwise stated. GST will be added to the invoice where applicable. 4.4 If the Client fails to make payment within the specified period, the Company reserves the right to: a. Suspend or terminate the Services. b. Charge interest on the overdue amount at the rate of 8% per annum, accruing daily. c. Recover from the Client all costs and expenses (including legal costs) incurred in the collection of the overdue amount. 4.5 The Client may not withhold payment of any invoice or other amount due to the Company because of any right of set-off or counterclaim that the Client may have or allege to have for any reason. 4.6 Cancellation Policy: If the Client wishes to cancel an Order, they must do so in writing. The Company reserves the right to charge an administration fee not exceeding 50% of the total fee payable if cancellation occurs before the Services have commenced. If cancellation occurs after Services have commenced, the total fee is payable, and no refund will be issued. 4.7 The dates for the delivery of the Services or the dates for carrying out the Services are approximate only. Unless otherwise expressly agreed by the Company in writing, time is not of the essence for delivery or performance, and no delay shall entitle the Client to reject any delivery or performance or to repudiate the Contract. 5. Governing Law and Jurisdiction 5.1 This Agreement is governed by and shall be construed in accordance with the laws of the State of Victoria, Australia. 5.2 The Parties irrevocably agree that the courts of the State of Victoria, Australia, will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 5.3 The Client agrees not to bring any legal action or proceeding relating to this Agreement outside the jurisdiction of the courts of the State of Victoria, Australia. 6. Intellectual Property and Confidentiality 6.1 The intellectual property rights in the materials created for the project will remain with the Company until full payment is received. Upon receipt of full payment, all property rights will be transferred and remain the property of The Client. The Company agrees and acknowledges that the intellectual property of the Source Material remains the sole and exclusive property of the Client and no right, title or interest in the same transfers to the Company. 6.2 The Company agrees to keep all Source Material confidential and will not disclose it to any third parties without the Client’s prior written consent. This obligation of confidentiality does not apply to any information that is in the public domain, was known to the Company before receipt from the Client, or is lawfully received from a third party. 6.3 The Client agrees to indemnify and hold the Company harmless from any claims, costs, damages, losses, or other liabilities arising out of the Company’s use of the Source Material in accordance with this Agreement. 6.4 The provisions of this clause 6 shall survive the termination of this Agreement for any reason. 7. Liability and Indemnity 7.1 The Company will perform the services with reasonable care and skill. However, the Company does not warrant that the services will be uninterrupted or delivered within a certain timeframe, especially in instances where delays are due to circumstances beyond its control, unless expressly agreed in writing by the parties. 7.2 The maximum liability of the Company to the Client., whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement, will be limited to the total fees paid by the Client to the Company under this agreement. 7.3 The Company shall not be liable for any consequential, indirect, incidental, special, punitive, or exemplary damages, or any loss of profits, revenue, data, or data use. 7.4 The Client shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against all claims, liabilities, losses, expenses, or demands, including legal fees, arising out of (i) the Client’s use or misuse of the services, (ii) the Client’s breach of this agreement, or (iii) any infringement or violation by the Client of any rights of another party or breach of applicable law. 7.5 The Company shall not be liable for any delay or failure to perform its obligations under this agreement if such delay is due to circumstances beyond its reasonable control, including but not limited to, acts of God, governmental actions, fires, floods, epidemics, quarantine restrictions, strikes, or embargoes. 7.6 The provisions of this clause 7 shall survive the termination of this agreement for any reason. 8. Dispute Resolution 8.1 Any dispute arising out of or in connection with this Agreement (Dispute), including disputes regarding its existence, validity, or termination, shall be resolved in good faith through negotiation, mediation, or other alternative dispute resolution methods agreed upon by both parties before resorting to court proceedings, except for seeking urgent interlocutory or injunctive relief. 8.2 The party claiming that a Dispute has arisen must promptly notify the other party in writing, providing detailed information about the Dispute. Both parties shall use their best efforts to resolve the Dispute through negotiation and discussion, involving the respective managing directors or their designated representatives, for a period of 14 days after the notice is given. 8.3 If the Dispute is not resolved through negotiation within the initial 14-day period, the parties shall promptly engage in mediation or another form of alternative dispute resolution (ADR) agreed upon by both parties. The costs of the mediation or ADR process shall be borne by the Client unless otherwise agreed in writing. 8.4 If the Dispute remains unresolved after attempting negotiation and ADR, either party may initiate court proceedings in the State of Victoria, Australia, and both parties submit to the exclusive jurisdiction of the courts of Victoria, Australia. 8.5 The parties agree that any Dispute resolution process, whether negotiation, ADR, or court proceedings, shall be conducted confidentially and without prejudice to the rights and positions of either party. 8.6 Nothing in this clause shall prevent the Company from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction. 9. Variation and Severability 9.1 This Agreement may only be varied by written amendment signed by both parties. 9.2 If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If it is not possible to modify the provision, it shall be severed from these Terms and Conditions, and the remainder of the Agreement shall continue in full force and effect. 10. Notices 10.1 Any notices, communications, or other documents required or permitted to be given under this Agreement shall be in writing and deemed to have been duly served or delivered if: (a) They are in legible writing in English; (b) They are signed by the sender or a person authorized by the sender; and (c) They are hand-delivered, transmitted by facsimile, sent by registered post, or emailed to the respective representatives of either party. 10.2 For the purposes of this clause: (a) A notice or communication delivered by hand shall be deemed to have been received at the time of delivery; (b) A notice or communication transmitted by facsimile shall be deemed to have been received upon successful transmission, as evidenced by the sender’s fax transmission report; (c) A notice or communication sent by registered post shall be deemed to have been received two business days after the date of posting; and (d) A notice or communication sent by email shall be deemed to have been received on the next business day after the date of sending, provided that no delivery failure notification is received. 10.3 Either party may change its address for service by giving written notice of the new address to the other party in accordance with this clause. 11. Assignment 11.1 The Client may not assign its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Company. Any attempted assignment without such consent shall be null and void. 11.2 The Company may assign, transfer, or subcontract any of its rights, obligations, or responsibilities under this Agreement to any third party upon written notice to the Client. The Client acknowledges and agrees that the Company may assign its rights and obligations under this Agreement without seeking further consent from the Client. 11.3 Any permitted assignment or transfer of rights or obligations under this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and legal representatives. 12. Force Majeure 12.1 Neither party shall be held liable for any delay or failure in the performance of its obligations under this Agreement to the extent that such delay or failure is caused by an event of force majeure. For the purposes of this Agreement, force majeure events include acts of nature, acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, governmental acts, embargoes, or any other unforeseeable event beyond the reasonable control of the affected party. 12.2 The party affected by a force majeure event shall promptly notify the other party in writing, providing details of the event and its expected impact on the performance of its obligations under this Agreement. The affected party shall use commercially reasonable efforts to mitigate the effects of the force majeure event and resume the performance of its obligations as soon as reasonably practicable. 12.3 During the period of a force majeure event, the obligations of the affected party that are impacted by the event shall be suspended to the extent they are affected by the force majeure event. The timeframe for performance of those obligations shall be extended by a period equal to the duration of the force majeure event, provided that the affected party continues to take commercially reasonable steps to perform its obligations in a timely manner. 12.4 If a force majeure event continues for a period of more than 30 days and substantially affects the ability of either party to perform its obligations under this Agreement, the Company may, at its sole discretion, terminate this Agreement by providing written notice to the Client, without any liability or obligation other than the payment of fees for services rendered prior to the force majeure event. 12.5 Notwithstanding anything to the contrary in this Agreement, force majeure events shall not relieve the Client of its obligation to make payment for services rendered prior to the occurrence of the force majeure event. 13. Quality Guarantee and Revisions 13.1 The final translation of the Source Material into the Target Language will be sent to the Client for approval in Word and/or PDF format. 13.2 The Client is entitled to provide feedback or request revisions within 30 days of the delivery of the translations. Any feedback or revisions requested after this period may be subject to additional fees, to be determined by the Company. 13.3 Feedback or revision requests must align with the AUSIT Code of Ethics, particularly the principle of “Accuracy”. Requests for changes that do not comply with the AUSIT Code of Ethics will be considered as requests for translation edits, and the Company may charge additional fees at its discretion. In such cases, the Company will provide a quote to the Client for approval before proceeding. 13.4 The scope of revisions under this clause is limited to amendments necessary for an error-free translation and does not include changes based on stylistic preferences. 13.5 The Company upholds a Quality Guarantee for Professional or Premium translation packages. If the Client is not satisfied with the quality of the translation, the Company will make necessary amendments, provided they align with the AUSIT Code of Ethics, particularly upholding the principle of “Accuracy”. 13.6 In the event of a dispute regarding the quality or accuracy of the translation, the Dispute resolution mechanism as mentioned in clause 8 will apply. 13.7 The Client’s written confirmation or lack of response within 30 days after the delivery of the translation will be deemed as approval of the translation. If the Client does not approve the translation in writing, but also does not provide feedback or request revisions within this period, additional fees may apply for any subsequent revisions. 13.8 This Quality Guarantee and Revisions clause applies specifically to translation, editing, and proofreading services provided by the Company. It does not apply to any other service offerings provided by the Company. 14. No Waiver 14.1 The failure of either party to insist upon strict performance of any provision of this Agreement, or the failure to exercise any right or remedy available under this Agreement, shall not be deemed as a waiver of such provision, right, or remedy. No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach. 14.2 Any waiver of a provision, right, or remedy under this Agreement must be in writing and signed by the party granting the waiver. A waiver of any provision, right, or remedy shall only be effective for the specific instance and purpose for which it is given and shall not be deemed as a continuing waiver or a waiver of any other provision, right, or remedy. 14.3 The rights and remedies of the parties under this Agreement are cumulative and not exclusive of any rights or remedies provided by law or in equity. 15. Survival 15.1 Notwithstanding any termination or expiration of this Agreement, the following provisions shall survive and continue to be binding upon the parties: (a) Provisions relating to proprietary rights, including but not limited to intellectual property rights and ownership of materials created or developed during the course of the Agreement; (b) Provisions relating to the payment of fees and any outstanding amounts owed by either party; (c) Provisions relating to confidentiality and the protection of confidential information disclosed during the term of the Agreement; (d) Provisions relating to disclaimers of warranty and limitation of liability; (e) Provisions relating to indemnification and the allocation of liabilities and responsibilities; and (f) Any other provisions necessary to enforce the rights and obligations of the parties after termination or expiration of this Agreement. 16. Non-Disparagement 16.1 The Client agrees not to make any disparaging or negative remarks, comments, or statements about the Company, its employees, contractors, or agents, whether orally, in writing, or through any other form of communication, including but not limited to social media platforms and public forums. 16.2 The Client agree that any disputes, concerns, or grievances shall be addressed in a professional and respectful manner through the dispute resolution mechanisms outlined in this Agreement. 16.3 Any breach of this clause may result in the Company seeking injunctive relief or other appropriate legal remedies. 17. Non-Solicitation 17.1 The Client acknowledges that the Company invests significant time, effort, and resources in recruiting, training, and retaining its employees, contractors, and agents involved in the provision of the Services. 17.2 The Client agrees that during the term of this Agreement and for a period of 12 months after its termination, the Client shall not directly or indirectly solicit or employ any employees, contractors, or agents of the Company involved in the provision of the Services without the prior written consent of the Company. 17.3 In the event of a breach of this clause, the Client shall be liable to pay the Company a sum equal to 50% of the employee’s or contractor’s annual remuneration as liquidated damages. 18. Entire Agreement 18.1 This Agreement, including all documents incorporated by reference and the written quote provided by the Company, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, representations, and agreements, whether oral or written, relating to such subject matter. 18.2 No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. 18.3 In the event of any conflict or inconsistency between the provisions of this Agreement and any other document or communication, including the written quote, the provisions of this Agreement shall prevail.