These terms and conditions (hereinafter “Terms”) shall govern all translation and localization services (collectively, the “Services”) provided by Transcend Translation (“Transcend”) to the customer (“Customer” or “you”). These Terms, in conjunction with the Project Quote, constitute the entire Agreement between Transcend and Customer and shall supersede all prior oral or written understandings with respect to the subject matter hereof.
Transcend provides comprehensive professional translation, localization, and interpretation services. Transcend may offer additional services as specified in the applicable Project Quote. All services shall be performed by qualified professionals in accordance with established industry standards and best practices.
Transcend shall provide Customer with a Project Quote for each engagement. Said Project Quote shall specify the comprehensive scope of work, including the designated source and target languages, applicable word counts, pricing structure, delivery format, projected timeline, and any supplementary services or requirements pertaining to the project. The Project Quote may contain project-specific terms or conditions that shall supplement these Terms. All Project Quotes shall remain valid for a period of thirty (30) days from issuance unless otherwise specified in writing. Any modifications to the specifications, scope, or requirements subsequent to the commencement of work may necessitate pricing adjustments and revised delivery schedules.
Transcend maintains stringent quality standards throughout all phases of service delivery. Our quality assurance protocol encompasses comprehensive quality control processes, standardized project management procedures, and secure handling of all materials. All translations shall be performed by qualified professional translators possessing requisite subject matter expertise in their respective fields.
Any request for modifications to an existing project shall be subject to a change order review. In instances where such modifications can be implemented without additional resource allocation or impact to the established project timeline, Transcend shall implement said changes without additional cost. Should the requested modifications necessitate additional resources or affect the project schedule, Transcend shall provide Customer with a written change order specifying the resultant price adjustments and schedule implications. All change orders shall become effective only upon written approval by both parties. The parties hereto shall endeavor to respond expeditiously to all change requests and proposals.
Transcend will issue invoices upon project completion unless the project exceeds $10,000, in which case a 50% deposit is required to begin translation. The remaining 50% will be invoiced upon completion. For translations requiring an internal or Customer review lasting more than 7 days, invoices will be issued based on the originally estimated delivery date. All work will be completed in accordance with the quoted scope of services.
Any charges remaining unpaid thirty (30) days after the invoice date shall accrue interest from the due date at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum).
Transcend hereby warrants the professional execution of all Services in accordance with industry standards. This commitment encompasses the engagement of qualified subject matter experts, implementation of comprehensive quality review processes, timely error correction, and adherence to specified translation style guides and terminology. Customer must present any claims for errors or requests for adjustments within thirty (30) days following the delivery date, after which period the work shall be deemed accepted in its entirety. Transcend shall correct any translation defects without additional charge, provided such defects are reported within thirty (30) days of delivery. This warranty expressly excludes modifications based on subjective stylistic preferences or alterations to previously approved terminology.
Transcend shall maintain strict confidentiality regarding all Customer materials and information. All translations shall become the property of the Customer upon receipt of full payment. Customer shall not acquire any rights to use the deliverables until Transcend has received payment in full.
Each project shall be executed in accordance with the specifications set forth in the Project Quote, including but not limited to the scope of work, designated languages, delivery format, project schedule, quality assurance procedures, and technical requirements. Transcend shall adhere to all agreed-upon specifications and requirements throughout the duration of the project. Deliverables will be returned in the same file format(s) as the source provided.
For the duration of this Agreement and for a period of one (1) year following its termination, Customer shall not, directly or indirectly, solicit, hire, or engage any Transcend employee, contractor, or translator who has been involved in providing Services to Customer. This prohibition includes, but is not limited to, any attempt to induce such individuals to terminate their engagement with Transcend. In the event of a breach of this provision, Customer agrees to pay Transcend liquidated damages equal to one year’s compensation of the solicited individual, such amount representing a reasonable estimate of the harm caused by such solicitation.
Neither party shall be liable for any delay or failure to perform its obligations hereunder resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts of God, war, civil unrest, acts of terrorism, labor disputes, pandemics, telecommunications or power failures.
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without giving effect to any choice of law or conflict of law provisions. For domestic disputes, the parties consent to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah, for resolution of any disputes arising under or in connection with this Agreement.
For international disputes, any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the International Chamber of Commerce (ICC) in accordance with its International Arbitration Rules. The number of arbitrators shall be one, the place of arbitration shall be Salt Lake City, Utah, and the arbitration proceedings shall be conducted in the English language. The arbitrator’s award shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction.
This Agreement is made in the English language, which shall be the controlling language for all purposes. Any translations of this Agreement into other languages are provided solely for convenience and shall not affect the interpretation or construction of this Agreement. In the event of any inconsistency between the English version and any translated version, the English version shall prevail. All communications, notices, and documentation related to this Agreement shall be in English unless otherwise agreed in writing.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law.
This Agreement, together with the Project Quote, constitutes the complete understanding between the parties and supersedes all prior or contemporaneous agreements, discussions, or representations, whether written or oral, concerning its subject matter. No modification of this Agreement shall be binding unless executed in writing by both parties.
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