Translation Services Agreement Template

In this Agreement, the following capitalized terms shall have the meanings set out below, unless the context otherwise requires.

"Agreement" means this Translation Services Agreement, together with all Individual Orders accepted by the Translator in accordance with its terms, as amended from time to time in accordance with its provisions.

"Business Day" means any day other than a Saturday, a Sunday, or a public holiday in [Translator's place of business], on which commercial banks are generally open for business.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of one Party to the other in connection with this Agreement, including Source Materials, Deliverables prior to publication, business plans, terminology databases supplied by the Client, and any information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

"Deliverable" means the translated text, in the Target Language and in the format specified in the relevant Individual Order, produced by the Translator from the Source Materials and delivered to the Client under this Agreement.

"Deposit" means the advance payment, expressed as a percentage of the Order Fee, payable by the Client upon placement of an Individual Order, as set out in this Agreement.

"Individual Order" means a written request for translation services submitted by the Client and accepted in writing by the Translator in accordance with this Agreement, specifying the Source Materials, Language Pair, word count, Delivery Date, and any other particulars of the services to be performed.

"Language Pair" means the combination of a Source Language and a Target Language in which translation is to be performed, as agreed in an Individual Order.

"Order Fee" means the total fee payable for an Individual Order, calculated by multiplying the Source Word Count by the Rate, together with any applicable surcharges expressly agreed in that Individual Order.

"Rate" means the fee per Source Word applicable to the relevant Language Pair, as set out in this Agreement or as otherwise agreed in an Individual Order.

"Services" means the translation services, and any ancillary services expressly agreed in an Individual Order, to be performed by the Translator under this Agreement.

"Source Materials" means all documents, files, texts, glossaries, reference materials, and other content furnished by or on behalf of the Client to the Translator for the purpose of performing the Services.

"Source Word Count" means the number of words in the Source Materials, determined in accordance with this Agreement.

"Delivery Date" means the date and time by which the Translator shall deliver the Deliverable for a given Individual Order, as stated in the accepted Individual Order.

Headings are for convenience only and do not affect interpretation. References to the singular include the plural and vice versa; the word "including" means "including without limitation"; and references to "writing" include email but exclude other forms of electronic messaging unless the Parties agree otherwise.

The Translator shall provide translation services to the Client in the following Language Pairs: [Language Pair 1: Source Language to Target Language], [Language Pair 2: Source Language to Target Language], and such additional Language Pairs as the Translator may accept in writing in an Individual Order.

The Services shall comprise the translation of Source Materials of the following general document types: [types of documents, e.g., commercial, technical, marketing, or general correspondence]. The Translator shall not be obliged to accept documents falling outside these types, or documents requiring specialist qualifications, certification, or accreditation that the Translator does not hold.

Unless expressly agreed in an Individual Order, the Services do not include certified, sworn, notarized, or legalized translations, interpretation, localization engineering, desktop publishing, typesetting, transcription, subtitling, or the translation of content embedded in images or non-editable files.

Any ancillary services requested by the Client, including proofreading of third-party translations, terminology research beyond the ordinary scope of translation, or formatting work, shall be performed only if agreed in an Individual Order and shall be charged at the rates stated therein or, absent such rates, at [hourly or other ancillary rate].

The Translator does not guarantee availability for any particular volume of work. This Agreement is non-exclusive, and nothing herein obliges the Client to submit any minimum volume of Individual Orders or obliges the Translator to accept any Individual Order tendered.

The Translator shall be entitled to perform the Services using computer-assisted translation tools and reference resources, provided that the Deliverable is in all cases reviewed and finalized by the Translator personally and the use of such tools does not breach Section 10.

The Client shall request Services by submitting a written request to the Translator at [Translator's email address], identifying the Source Materials, the Language Pair, the intended purpose and audience of the translation, any required format, the requested delivery date, and any special instructions, style guides, or terminology preferences.

Upon receipt of a request, the Translator shall, within [number] Business Days, either accept or decline the request, and in the event of acceptance shall provide a written quotation stating the Source Word Count, the applicable Rate, the Order Fee, the Deposit, and the Delivery Date.

An Individual Order shall become binding upon the Translator only when the Translator has confirmed it in writing and the Client has confirmed the quotation in writing and, where applicable, paid the Deposit. The Translator shall have no obligation to commence work until the Deposit has been received in cleared funds.

Each Individual Order shall be governed by this Agreement. In the event of conflict between the terms of an Individual Order and this Agreement, the terms of this Agreement shall prevail, unless the Individual Order expressly identifies the provision of this Agreement to be varied and is signed or confirmed in writing by both Parties.

Any change requested by the Client to an accepted Individual Order, including changes to the Source Materials, scope, Language Pair, format, or Delivery Date, shall be effective only if accepted in writing by the Translator. The Translator may adjust the Order Fee and Delivery Date accordingly, and the Client shall bear any additional fees resulting from the change.

The Client may cancel an accepted Individual Order only by written notice. In the event of cancellation, the Client shall pay for all work performed up to the time of receipt of the cancellation notice, calculated on a pro rata basis on the portion of the Source Materials already translated, together with a cancellation charge of [percentage] of the remaining Order Fee. The Deposit shall be applied towards such amounts and shall otherwise be non-refundable.

The Translator shall use reasonable efforts to deliver each Deliverable by the Delivery Date stated in the accepted Individual Order. Delivery shall be made by email or by such other electronic means as the Parties agree.

Where no Delivery Date is specified, the Translator shall deliver the Deliverable within a reasonable period having regard to the volume and complexity of the Source Materials, which the Parties agree shall be based on a standard output of approximately [number] Source Words per Business Day.

The Delivery Date is conditional upon the Translator's timely receipt of the complete, final, and legible Source Materials, any reference materials, and the Deposit. Where any of these is received after the date stated in the Individual Order, the Delivery Date shall be extended by a period at least equal to the delay, and the Translator may reasonably reschedule delivery in light of its other commitments.

Time shall not be of the essence with respect to any Delivery Date unless the Translator has expressly agreed otherwise in writing in the relevant Individual Order. The Translator shall notify the Client promptly if it anticipates a delay and shall propose a revised Delivery Date.

Rush or expedited delivery, being delivery at a pace exceeding the standard output stated above or outside Business Days, shall be available only at the Translator's discretion and subject to a surcharge of [percentage] of the applicable Rate, to be stated in the quotation.

Where the Client fails to provide timely clarifications, approvals, or materials requested by the Translator, the Translator shall not be responsible for any resulting delay, and the Client shall remain liable for the Order Fee in full.

If the Translator is unable to meet a Delivery Date for reasons other than those set out in this Agreement and the delay exceeds [number] Business Days, the Client's sole remedy shall be to cancel the affected Individual Order by written notice and to receive a refund of the Deposit attributable to the portion of the Deliverable not delivered.

The fee for the Services shall be calculated per Source Word, being the number of words in the Source Materials, and not by reference to the number of words in the Deliverable.

The Rate for each Language Pair shall be as follows: [Language Pair 1]: [amount] per Source Word; [Language Pair 2]: [amount] per Source Word, in [currency]. The Translator may offer different Rates in an accepted Individual Order, which shall apply solely to that Individual Order.

The Source Word Count shall be determined by the Translator using the word-count function of standard word-processing or computer-assisted translation software applied to the Source Materials in an editable format. Where the Source Materials are not in an editable format, the Translator shall estimate the Source Word Count in good faith and state it in the quotation.

A minimum fee of [amount] shall apply to each Individual Order, irrespective of the Source Word Count.

The Translator may apply surcharges to the Rate, as stated in the quotation, for rush delivery, highly technical or specialized subject matter, poorly legible or heavily formatted Source Materials, and work outside Business Days.

Where the actual Source Word Count of the Source Materials exceeds the count stated in the quotation by more than [percentage], the Translator may issue a revised quotation, and the Order Fee shall be adjusted to reflect the actual Source Word Count.

The Translator may revise the Rates by giving the Client not less than [number] days' written notice. Revised Rates shall apply only to Individual Orders accepted after the notice period expires.

All fees are exclusive of value added tax, sales tax, withholding tax, goods and services tax, and any similar levies, which shall be borne by the Client. If the Client is required by law to withhold any tax, the Client shall gross up the payment so that the Translator receives the full amount that it would have received absent such withholding.

Upon acceptance of each Individual Order, the Client shall pay the Translator a Deposit equal to [percentage] of the Order Fee. The Deposit shall be paid within [number] Business Days of the date of the Translator's quotation, and in any event before the Translator commences work.

The Translator shall issue an invoice for the Deposit upon acceptance of the Individual Order. Upon delivery of the Deliverable, the Translator shall issue an invoice for the balance of the Order Fee, being the Order Fee less the Deposit, together with any surcharges or adjustments under Section 5.

The balance shall be due and payable in full within [number] days of delivery of the Deliverable, without set-off, deduction, or counterclaim, unless otherwise agreed in the Individual Order. Delivery of the Deliverable shall be deemed to occur when it is sent to the Client's email address or made available to the Client by other agreed means.

All payments shall be made in [currency] by bank transfer to the account designated by the Translator in the relevant invoice, being [bank account details]. The Client shall bear all bank charges, transfer fees, and currency conversion costs, so that the Translator receives the full invoiced amount.

If the Client fails to pay any sum by the due date, the Translator may, without prejudice to its other rights, charge interest on the overdue amount at the rate of [percentage] per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until payment in full, and may suspend all pending and future Services until all overdue sums are paid.

The Client shall reimburse the Translator for all reasonable costs of collection of overdue amounts, including reasonable legal fees and collection agency charges.

Any dispute regarding an invoice must be notified by the Client in writing, with reasons, within [number] days of receipt of the invoice, failing which the invoice shall be deemed accepted. The Client shall pay all undisputed portions of the invoice on the due date.

The Translator may retain the Deliverable, or withhold release of final files, until the balance of the Order Fee has been paid in full.

The Client shall provide the Translator with complete, final, accurate, and legible Source Materials in an editable electronic format wherever possible, together with all instructions, glossaries, style guides, reference materials, and background information reasonably necessary for the performance of the Services.

The Client shall inform the Translator in advance of the intended purpose and audience of the Deliverable, any regulatory or legal use to which it will be put, and any special terminology or stylistic requirements. The Translator shall not be responsible for failure to meet requirements that were not communicated in the Individual Order.

The Client represents and warrants that it owns or has the right to use and to authorize the Translator to translate the Source Materials, and that the Source Materials and their translation, and the Client's use of the Deliverable, will not infringe the intellectual property, privacy, or other rights of any third party or violate any applicable law.

The Client shall respond promptly, and in any event within [number] Business Days, to queries raised by the Translator regarding ambiguities, errors, or omissions in the Source Materials. The Translator shall not be liable for any inaccuracy in the Deliverable attributable to errors, ambiguities, or inconsistencies in the Source Materials or to unanswered queries.

The Client shall not alter the Source Materials after submission without notifying the Translator in writing. Where the Source Materials are altered after the Translator has commenced work, the Translator may charge for work already performed on the superseded content in addition to the Order Fee for the revised content.

The Client is solely responsible for determining the suitability of the Deliverable for its intended use, including any requirement for certification, legalization, or review by a person qualified in the relevant field or jurisdiction, and for the content, legality, and consequences of publication or use of the Deliverable.

The Client shall designate a contact person, being [name and email address], authorized to give instructions and approvals on its behalf, and the Translator may rely on instructions received from that person.

The Translator shall perform the Services with the degree of skill, care, and diligence reasonably expected of a professional translator experienced in the relevant Language Pair and subject matter, and shall render a translation that is complete, faithful to the meaning of the Source Materials, and written in grammatically correct and idiomatic language in the Target Language.

Unless otherwise instructed, the Translator shall observe generally accepted conventions of the Target Language, including spelling, punctuation, and formatting, using [variant or regional standard of Target Language] and shall make reasonable efforts to follow any style guide or glossary supplied in good time by the Client.

The Translator shall carry out a review of the Deliverable prior to delivery. The Client acknowledges that translation involves subjective linguistic judgment, that more than one accurate translation of a text may exist, and that stylistic preference or the substitution of synonyms shall not constitute an error or defect.

The Translator shall conduct itself professionally and ethically in dealings with the Client, and shall decline any Individual Order where doing so is necessary to avoid a conflict of interest, a breach of law, or a work product that the Translator reasonably considers it is not competent to produce.

The Translator shall not engage any subcontractor or other third party to perform any part of the Services without the prior written consent of the Client, such consent not to be unreasonably withheld. The Translator shall remain responsible for the work of any approved subcontractor.

The Translator shall be entitled to use machine translation or artificial intelligence tools solely as an aid and only where doing so does not compromise confidentiality under Section 10, and the Translator shall remain responsible for the final content of the Deliverable.

The Translator shall have no obligation to verify the accuracy, truthfulness, or legality of the content of the Source Materials, and shall translate the Source Materials as submitted, including any errors contained in them, unless the Translator in its discretion notes them in a query to the Client.

The Client shall review each Deliverable promptly following delivery and, within [number] Business Days of delivery (the "Review Period"), shall notify the Translator in writing of any alleged errors, omissions, or failures to conform to the Individual Order, specifying each alleged defect in reasonable detail.

The Translator shall, at no additional charge, provide one (1) round of revisions to each Deliverable, comprising the correction of genuine errors, omissions, or non-conformities with the Individual Order identified by the Client in a single consolidated written notice given within the Review Period. The Translator shall implement the revisions within [number] Business Days of receipt of such notice.

The free revision round does not extend to changes in the Client's preferences or style, changes to the Source Materials or instructions after delivery, the incorporation of terminology or reference materials not supplied before delivery, or the rewriting of text that was translated in accordance with the Individual Order. Such additional work shall be charged at the Rate, or, where the Rate is inapplicable, at [hourly rate], following the Translator's quotation.

If the Client does not give notice of a defect within the Review Period, or if the Client uses, publishes, or distributes the Deliverable, whichever occurs first, the Deliverable shall be deemed accepted as complying with the Individual Order and free from defects, save for any defect that could not reasonably have been discovered upon review.

Where the Client has notified a defect in accordance with this Section and the Translator has made the corrections required under it, the corrected Deliverable shall be deemed accepted upon delivery, and the Client shall have no further right to require revisions, a refund, or a reduction in the Order Fee on account of those defects.

The Client's right to revision and correction under this Section constitutes its sole and exclusive remedy for any non-conformity of a Deliverable, and acceptance, whether express or deemed, shall not release the Client from its obligation to pay the Order Fee in full.

The Translator shall not be required to accept responsibility for corrections made by third parties to the Deliverable, and the Translator's obligations regarding a Deliverable shall cease in respect of any portion modified by any person other than the Translator.

Each Party shall hold the other Party's Confidential Information in strict confidence, shall use it solely for the purposes of this Agreement, and shall not disclose it to any third party except as permitted by this Agreement. Each Party shall protect the other's Confidential Information with at least the same degree of care as it uses for its own confidential information, and in any event no less than reasonable care.

The obligations of confidentiality shall not apply to information that the receiving Party can demonstrate: is or becomes publicly available other than through breach of this Agreement; was lawfully known to it before disclosure; was independently developed without use of the Confidential Information; or was lawfully received from a third party without restriction.

The receiving Party may disclose Confidential Information to the extent required by law, court order, or competent regulatory authority, provided that, where lawful, it gives the disclosing Party prompt written notice so that the disclosing Party may seek protective measures, and discloses only that portion legally required.

The Translator may disclose Confidential Information to its professional advisers, insurers, and approved subcontractors who are bound by confidentiality obligations no less protective than those in this Section, and shall remain responsible for any breach by them.

To the extent the Source Materials contain personal data, the Client shall be the controller (or equivalent) of such data and the Translator shall process it only as necessary for performing the Services and in accordance with the Client's documented instructions and applicable data protection laws. The Client shall ensure that it has a lawful basis for disclosing such personal data to the Translator, and shall minimize the personal data contained in the Source Materials where reasonably possible.

The Translator shall implement reasonable technical and organizational measures to safeguard Confidential Information and personal data against unauthorized access, loss, or disclosure, and shall notify the Client without undue delay on becoming aware of a breach affecting the Client's Confidential Information. The Translator shall not be liable for any breach caused by the Client's transmission of Source Materials through insecure channels or by events beyond the Translator's reasonable control.

Upon the Client's written request following termination or the completion of the relevant Individual Order, the Translator shall delete or return the Source Materials, provided that the Translator may retain copies as required by law, for the purposes of the Translator's legitimate record-keeping, for a period of [number] months to address any revision or dispute, and in routine backups until overwritten in the ordinary course.

The obligations in this Section shall survive the termination or expiry of this Agreement for a period of [number] years, and in respect of personal data and trade secrets, for as long as the information remains confidential.

The Translator may, with the Client's prior written consent, refer to the Client by name as a client for portfolio purposes. Absent such consent, the Translator shall not identify the Client as a client or disclose the subject matter of any Individual Order.

As between the Parties, the Client shall retain all right, title, and interest in and to the Source Materials, and nothing in this Agreement transfers any ownership of the Source Materials to the Translator. The Client grants the Translator a limited, non-exclusive, non-transferable license to use the Source Materials solely for the purposes of performing the Services.

Subject to the Client's payment in full of all sums due in respect of the relevant Individual Order, the Translator hereby assigns to the Client all right, title, and interest, including all copyright and related rights, that the Translator may have in the Deliverable delivered under that Individual Order, throughout the world and for the full term of such rights. The assignment shall take effect automatically upon receipt by the Translator of cleared funds for the full Order Fee, without the need for further action.

Until such payment in full has been received, the Translator retains all rights in the Deliverable and grants the Client no license to use, reproduce, publish, distribute, or modify it, save that the Translator may in its sole discretion permit internal review by the Client for the purpose of assessment under Section 9.

The Translator waives, to the extent permitted by law, any moral rights in the Deliverable, including the right to be identified as the translator, and agrees not to assert such rights against the Client or its successors and licensees. Where such rights cannot be waived under applicable law, the Translator agrees not to enforce them in a manner that would restrict the Client's use of the Deliverable.

Notwithstanding the assignment in this Section, the Translator retains ownership of its pre-existing materials, know-how, methods, working files, general linguistic knowledge, and any terminology databases and translation memories created or maintained by the Translator, provided that no Confidential Information of the Client is disclosed therein. The Client shall have a non-exclusive license to use any such pre-existing materials to the extent that they are incorporated in the Deliverable and necessary for its use.

The Translator shall, at the Client's request and expense, execute such further documents as are reasonably required to confirm or perfect the Client's rights in the Deliverable following payment in full.

The Translator may retain a copy of the Deliverable and may use segments in translation memories for the Translator's own future work for the Client, subject to the confidentiality obligations in Section 10.

The Translator warrants that it will perform the Services in accordance with the standards set out in Section 8, and that, to the best of its knowledge, the Deliverable, as created by the Translator and excluding the Source Materials, will not infringe the copyright of any third party.

The Client's sole remedy for breach of the warranty regarding the Services shall be the revision procedure set out in Section 9. This warranty shall expire upon the end of the Review Period.

The Client represents and warrants that it has full power and authority to enter into and perform this Agreement; that it has all necessary rights, licenses, and consents in respect of the Source Materials; and that the Source Materials do not contain unlawful, defamatory, or infringing content.

Except as expressly stated in this Agreement, the Translator makes no representations or warranties of any kind, whether express, implied, or statutory, and disclaims to the fullest extent permitted by law all implied warranties, including warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, and uninterrupted or error-free performance.

The Translator does not warrant that the Deliverable will be suitable for any particular purpose, that it will be accepted by any authority, court, publisher, or other third party, or that it will achieve any particular commercial result, and the Translator accepts no responsibility for the Client's decisions based on the Deliverable.

The Translator gives no warranty with respect to the translation of content that is highly ambiguous, illegible, incomplete, corrupted, or in a format that cannot be reliably processed, or of content, such as slang, wordplay, dialect, or culturally specific references, that has no exact equivalent in the Target Language.

Nothing in this Agreement excludes any warranty or liability that cannot be excluded under applicable law.

To the maximum extent permitted by applicable law, the total aggregate liability of the Translator to the Client arising out of or in connection with any Individual Order, whether in contract, tort (including negligence), or otherwise, shall not exceed the amount of the Order Fee actually paid to the Translator for that Individual Order.

In no event shall the Translator be liable to the Client for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, anticipated savings, or data, or for the cost of procuring substitute services, in each case however arising and even if advised of the possibility of such loss.

The Translator shall not be liable for any loss or damage arising from the Client's use or publication of the Deliverable after the Review Period, from errors or omissions in the Source Materials, from the Client's failure to comply with this Agreement, or from modifications to the Deliverable made by third parties.

Any claim against the Translator must be notified in writing within [number] days of the date on which the Client became aware or ought reasonably to have become aware of the circumstances giving rise to the claim, and in any event within [number] months of delivery of the relevant Deliverable, failing which the claim shall be barred.

The Client shall indemnify, defend, and hold harmless the Translator, and its officers, agents, and subcontractors, from and against any and all claims, losses, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with: any breach by the Client of its representations, warranties, or obligations under this Agreement; any claim that the Source Materials or the Client's use of the Deliverable infringes or violates the rights of a third party or applicable law; and any use, publication, or distribution of the Deliverable by the Client or on its behalf.

The Translator shall be entitled to control the defense of any claim subject to indemnification under this Section, and the Client shall provide reasonable cooperation. The Client shall not settle any such claim in a manner that imposes any obligation or admission on the Translator without the Translator's prior written consent.

Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded by law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence. The limitations in this Section apply to the fullest extent permitted by law and are agreed by the Parties to be reasonable.

The Translator is an independent contractor and not an employee, partner, joint venturer, agent, or legal representative of the Client. Nothing in this Agreement creates an employment, partnership, agency, franchise, or fiduciary relationship between the Parties.

The Translator shall have sole control over the manner, means, methods, and hours of performing the Services, subject to the requirements of each accepted Individual Order, and shall use its own equipment, software, and premises at its own cost.

The Translator is free to provide services to other clients during the term of this Agreement, provided that it complies with its confidentiality obligations in Section 10.

The Translator shall be solely responsible for all taxes, social security contributions, insurance, licenses, and other statutory obligations arising from its own income and business, and the Client shall not be required to withhold or pay any such amounts on the Translator's behalf, except as required by applicable law.

The Translator shall not be entitled to any employee benefits, including paid leave, pension, health insurance, or severance, from the Client, and waives any claim to such benefits to the extent permitted by law.

Neither Party has authority to bind the other, to enter into contracts on behalf of the other, or to incur any obligation in the other's name.

This Agreement shall commence on the Effective Date and shall continue for an initial term of [duration], unless terminated earlier in accordance with this Section. Thereafter, it shall renew automatically for successive periods of [duration] unless either Party gives the other written notice of non-renewal not less than [number] days before the end of the then-current term.

Either Party may terminate this Agreement for convenience at any time by giving not less than [number] days' written notice to the other Party. Termination shall not affect any Individual Order accepted before the date of termination, which shall continue to be governed by this Agreement until completed or terminated in accordance with this Section.

The Translator may terminate this Agreement or any Individual Order immediately by written notice if the Client fails to pay any sum when due and does not remedy the failure within [number] days of written notice; breaches Section 7 or Section 11 in a manner that cannot be remedied; becomes insolvent, bankrupt, or enters into any arrangement with creditors; or ceases to carry on business.

The Client may terminate this Agreement or any Individual Order by written notice if the Translator commits a material breach that is capable of remedy and fails to remedy it within [number] days of written notice, or commits a material breach that is incapable of remedy.

Upon termination or expiry of this Agreement, the Client shall pay within [number] days all sums due for Services performed up to the date of termination, including work in progress calculated on a pro rata basis and any applicable cancellation charge under Section 3, and the Translator shall deliver all completed work on receipt of such payment.

Upon termination, each Party shall return or delete the other Party's Confidential Information in accordance with Section 10, and all rights granted to the Client in respect of any Deliverable for which payment in full has not been made shall automatically cease.

Termination or expiry shall not affect any rights, remedies, or obligations accrued prior to termination. Sections 1, 6, 7, 10, 11, 12, 13, 14, 15, 17, and 18, and any other provisions that by their nature are intended to survive, shall survive termination or expiry.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, to the extent that such failure or delay is caused by an event beyond its reasonable control (a "Force Majeure Event"), including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, strikes, governmental action, failure of public utilities, telecommunications, or the internet, cyber attacks, or the sudden serious illness, injury, or incapacity of the Translator.

The affected Party shall notify the other Party in writing as soon as reasonably practicable of the occurrence of the Force Majeure Event, its expected duration, and the obligations affected, and shall use reasonable efforts to mitigate its effects and to resume performance.

Where a Force Majeure Event affects the Translator, the Delivery Date shall be extended by the duration of the Force Majeure Event and any reasonable period needed for the Translator to resume performance, and the Translator shall not be liable for any resulting loss or damage.

If a Force Majeure Event continues for more than [number] consecutive days, either Party may terminate the affected Individual Order by written notice, whereupon the Client shall pay for all Services performed up to the date of termination, calculated on a pro rata basis, and the Translator shall refund any portion of the Deposit exceeding that amount.

A Force Majeure Event shall not relieve the Client of its obligation to pay for Services already performed or any sums that have fallen due.

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement amicably through good-faith negotiations. Either Party may initiate such negotiations by written notice describing the dispute in reasonable detail, and the Parties shall meet or confer, in person or remotely, within [number] days of such notice.

If the dispute is not resolved within [number] days of the notice referred to above, the Parties shall refer the dispute to mediation under the rules of [mediation institution], before the commencement of any arbitration or court proceedings, save where urgent interim relief is required.

Any dispute not resolved by mediation within [number] days shall be finally resolved by [arbitration under the rules of [arbitration institution], by a single arbitrator appointed in accordance with those rules, with the seat of arbitration in [city, jurisdiction], and the language of the proceedings being English] / [the exclusive jurisdiction of the courts of [city, jurisdiction]], to which the Parties irrevocably submit.

Nothing in this Section shall prevent either Party from seeking injunctive or other equitable or interim relief from any competent court to protect its Confidential Information, intellectual property rights, or to prevent irreparable harm, and the Translator may bring proceedings in any competent court for the recovery of unpaid fees.

In any proceedings, the prevailing Party shall be entitled to recover its reasonable legal fees and costs from the other Party, as determined by the arbitral tribunal or court.

Pending the resolution of any dispute, each Party shall continue to perform its obligations that are not the subject of the dispute, provided that the Translator may suspend the Services where undisputed sums are overdue.

This Agreement, together with each accepted Individual Order, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, and agreements, whether written or oral. The Client's general terms and conditions, purchase order terms, or other standard terms shall not apply, even if referenced in any communication.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, save that Individual Orders may be accepted in accordance with Section 3.

No failure or delay by either Party in exercising any right or remedy shall operate as a waiver of that right or remedy, and no single or partial exercise shall preclude any further exercise. Any waiver must be in writing and signed by the waiving Party.

If any provision of this Agreement is found by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.

The Client shall not assign, transfer, subcontract, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Translator. The Translator may assign its rights to receive payment to any third party upon written notice to the Client.

Any notice under this Agreement shall be in writing and delivered by hand, by courier, or by email to the address of the receiving Party set out in this Agreement or as otherwise notified in writing. Notices shall be deemed received on delivery if by hand or courier, and on the next Business Day following transmission if by email, absent a notice of non-delivery.

Nothing in this Agreement confers any rights or benefits upon any person who is not a Party to it. This Agreement may be executed in counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument.

Each Party acknowledges that it has had the opportunity to obtain independent legal advice, and this Agreement shall not be construed against either Party as the drafter.