Terms and Conditions
Dhivehi Language Services provides language related services to clients. These Terms and Conditions governs your use of Services offered by us and this Website. By using our Services and this Website you are agreeing to be fully bound by the terms and conditions set forth herein. Accordingly, please read and understand these Terms and Conditions carefully.
3. Price and Payment
5. Our Obligations and Liabilities
6. Your Obligations and Liabilities
7. Intellectual Property
10. Governing Law and Dispute Resolution
Latest date of revision of these Terms and Conditions: 05 January 2018
References to “documents”, “records”, “books” and “data” shall include information contained in computer programs, disks, records or any other machine readable form or records kept other than in a legible form, but capable of being produced into a legible form.
“Quotation” is issued by us to the customer specifying the price, delivery time and other details for providing the Services.
“We, us, our, DLS” means Dhivehi Language Services duly registered in the Republic of Maldives.
“You, your” means the company, firm, body or person to whom we are supplying the Services and/or the Work Products.
Quotations are not binding on us and a Contract will only come into being when we issue a written confirmation of your Order, or when we deliver the Completed Works to you.
The Contract will be subject to these Terms and Conditions. All terms and conditions appearing or referred to in the Order, or otherwise stipulated by you, shall have no effect, unless confirmed in writing by us.
We reserve the right to charge late penalty fines on overdue accounts, such fines to be calculated daily equivalent to 3 percent of the total outstanding amount.
We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or an act of God, fire, or exceptional weather conditions, industrial action, hostilities, governmental order or intervention or any other cause whatever beyond our control or of an unexpected or exceptional nature.
You must notify us within 10 days of delivery of the Completed Works of any alleged inaccuracies in the Completed Works, at which point our liability will be no more than to rectify any such alleged inaccuracies, that we feel to be justified, to our satisfaction. At no time will such allegations delay payment.
In the event you require us to provide the Services on your premises, or any other premises designated by you, you shall:
Provide such information as may be required by us to carry out the Services and ensure all such information is correct and accurate;
When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so: (i) promptly notifies the owner of any such requirement; (ii) and co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement;
To its (or any of its associated company's) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made: (i) is informed of the obligations of confidentiality under these Terms and Conditions; and (ii) complies with those obligations as if they were bound by them.
You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied;
You make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
These Terms and Conditions, and any contractual or non-contractual dispute arising out of or in connection with your use of the Services are governed by the law, and subject to the jurisdiction of the courts of, the Republic of Maldives.
Any notice or other communication to be given under these conditions must be in writing and may be delivered by e-mail to the e-mail address provided by each party. Any notice or document shall be deemed served at the time of e-mail transmission.
We reserve the right to amend and modify these Terms and Conditions without any notice. The revised Terms and Conditions will be applicable from the date of revision. The most recent date of revision of these Terms and Conditions is listed below.
“Confidential Information” means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.
“Contract” means the contract between the customer and us, consisting of the Purchase Order from the customer and these Terms and Conditions.
“Completed Works” means the documents, files, materials and works translated and produced from the Original Works in accordance with your instructions and provided to you by us.
“Intellectual Property Rights” means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trademark, brand name, service mark, trade name, business name, know how or Confidential Information, Translation Memory and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
“Invoice” means the invoice issued by us to customers specifying the total price or outstanding payment for Services performed by us.
“Order” means an order for the Services issued by you to us from time to time.
“Original Works” means the documents, files, materials and works provided by you for the purposes of carrying out the Services.
“Purchase Order” means the purchase order issued by the customer to Order Services offered by us in accordance with the Quotation.
“Services” means any language related services performed by us for you.
'Work Products’ means all the products and/or Services supplied by us to you.
Our written Quotations are given on the basis that the terms quoted will remain open for the placing of Orders for 10 days from the date of the Quotation.
Quotations are given on the basis of your description of the required Services and any other instructions. Such Quotations may be amended at any time if, in our opinion, the description of the required Services by you is materially inadequate or inaccurate.
Information provided in our website, brochures, catalogues or other published materials is a general description only and does not form part of the Contract.
These Terms and Conditions apply to all Services provided to you unless otherwise agreed between the parties in writing.
Unless otherwise stated, prices are quoted in US dollars and are exclusive of value added tax and any other tax or duty. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or fines on such taxes which are payable by us as a result of your delay in paying such taxes.
Quotations in a currency other than US dollar are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of Invoice.
Payment shall be made within 20 days from the date of Invoice. All payments shall be made without deduction or set-off of bank charges. Accordingly, all foreign bank and/or correspondent bank charges shall be borne by you.
In the event that payment has not been received then an administration charge of USD 50.00 or 5% of the total amount of the Invoice whichever is higher will be applied.
Failure to pay any Invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle us to suspend further work both on the same Order, and on any other Order from you, without prejudice to any other rights we may have.
The dates for delivery of the Completed Works, or the dates for carrying out the Services, are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract.
Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the Completed Works shall pass to you on delivery.
The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
We shall use all reasonable skill and care in appointing translators, interpreters and other personnel used to produce the Completed Works and perform the Services.
No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Completed Works shall be incorporated unless expressly set out in the Contract.
You acknowledge that any Original Works and Completed Works submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Completed Works.
Our entire liability to you under any Contract, including but not limited to in respect of the Services and the Completed Works, shall not exceed the price payable to us by you under the Contract to which any claim relates.
You must notify us within 10 days of delivery of the Completed Works of any claim arising out of the provision of the Services and /or the Completed Works, together with full details of such claim. In any event, we shall not be liable to you if you fail to notify us of any claim within a reasonable time of delivery of the Completed Works.
You warrant, represent and undertake that the Original Works and materials submitted by you shall not contain anything of an obscene, illegal, blasphemous or libelous nature and shall not directly or indirectly infringe the Intellectual Property Rights of any third parties.
You agree, upon demand, to indemnify us (which for the purposes of this clause includes our employees, agents and sub-contractors), and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by us to the extent that the same are caused by or related to:
The use or possession by us of any of the Original Works or materials provided by you in relation to the provision of the Services, including the breach of any Intellectual Property Rights of any third party in or to any such Original Works or materials;
Any breach of warranty given by you in this clause 6;
Any other breach by you of these Terms and Conditions.
Assign members of staff with suitable skill and experience to be responsible for our activities;
Provide such access to premises, interpretation systems and other facilities which may be reasonably required by us;
Ensure that all necessary safety and security precautions are in place at your premises;
We shall not be obliged to continue to perform the Services where we consider, at our sole discretion, this would constitute a breach of warranty given by you in this clause 6, an illegal act or a safety hazard.
All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and the Completed Works shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us (and our sub-contractors) a license to store and use the Original Works and the Completed Works for the duration of the Contract and for the purposes of providing the Services to you.
Subject to clause 8.2, and (on our part) save as necessary in order for us to provide the Services neither party may use and/or neither party may disclose to any other person any of the other party's Confidential Information.
Either party may disclose the Confidential Information of the other:
The obligation of confidentiality contained within this clause 8 shall survive termination of the Contract howsoever caused.
If you subsequently cancel, reduce in scope or frustrate (by an act or omission on your part, or any third party relied upon by you) the Contract, the full price for the Contract shall remain payable unless otherwise agreed in advance. Any Original Works provided to us, and Completed Works completed by us, under the Contract shall be made available to you on termination of the Contract.
We shall be entitled to terminate the Contract immediately by written notice to you if:
Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
If any dispute arises between the parties with respect to the Services provided by us, then both parties shall try to settle it mutually. If the dispute is not settled by mutual agreement between the parties, then such Dispute may be submitted to arbitration in the Republic of Maldives by mutual agreement as per arbitration rules prevalent in the Maldives or shall be submitted to a competent court of law in the Maldives for adjudication, whose decision on the matter shall be final and binding.
Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.
We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Contract.
No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise effected.