Please take your time to read these Terms and Conditions carefully as they form the basis of your contract with HSF. It is implicit that you have accepted the Terms and Conditions as laid out below when you submit your project to HSF. Client means the individual or entity that enters into an agreement or contract with HSF for a specific service. Work means the project assigned to HSF.
1 – GENERAL
These general terms and conditions apply to all legal relationships between HSF and the Client, and supersede any terms and conditions referred to, offered or relied on by the Client, unless HSF specifically approves the application of such terms in writing.
2 – QUOTATIONS, CONCLUSION OF CONTRACTS
2.1 Quotations and estimates issued by HSF are free of obligation.
2.2 HSF may revoke quoted prices or terms of delivery if it has not had the opportunity to assess the entire project prior to issuing the quotation. The Client’s oral or written acceptance of the quotation submitted by HSF or, if no quotation was submitted, written confirmation by HSF of a project provided by the Client shall constitute a contract.
2.3 HSF may consider as a Client any person or entity that has provided a project in order to render the services of HSF, unless said person or entity has explicitly stated that they are acting on behalf and at the expense of a third party, whose name and address they shall provide HSF on providing the project to HSF.
2.4 Agreements with and promises made by representatives or personnel of HSF shall not be binding unless confirmed by HSF in writing.
2.5 Any reasonable doubt on the part of HSF about the Client’s ability to pay shall entitle HSF to require sufficient security from the Client before executing the order.
3 – CHANGES TO OR CANCELLATION OF ORDERS
3.1 Any major changes made by the Client to a project after the contract has been concluded shall entitle HSF to either modify the quoted price and/or term of delivery or refuse to execute the order. In the latter case, the Client shall pay for the work already performed.
3.2 Cancellation of a project sent by the Client shall entitle HSF to claim payment of any work already performed for that order as well as compensation for hours spent on research for the remainder of the order. HSF shall make the work performed available to the Client at the latter’s request, but shall accept no responsibility for its quality.
3.3 If HSF has reserved time for the execution of the order, it may charge the Client 50% of the fee for the non-executed part of the work.
4 – EXECUTION OF PROJECT(s) AND CONFIDENTIALITY
4.1 HSF undertakes to carry out orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose indicated by the Client.
4.2 HSF shall keep any information provided by the Client strictly confidential and require its employees to do the same. However, HSF shall not be liable for breaches of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.
4.3 Unless explicitly agreed otherwise, HSF shall be entitled to hire others to execute the order (in full or in part), without prejudice to HSF’s responsibility for the confidential treatment and proper execution of the same. HSF shall require any third party involved in the execution of an order to keep confidential anything they may learn in the course of their duties.
4.4 The Client shall honor any request for information by HSF about the requirement of the project as far as possible, as well as requests for reference documentation and lists of terms if such are available. Such information and documentation shall be dispatched at the Client’s expense and risk.
5 – TERM AND DATE OF DELIVERY
5.1 Delivery dates are provisional, unless an explicit written agreement stipulates otherwise. HSF shall notify the Client immediately if it perceives that it will be unable to meet an agreed delivery date.
5.2 If a fixed delivery date is specifically provided for in writing and HSF fails to meet it for reasons other than matters beyond its control, and if the Client cannot reasonably be expected to brook any delay, the Client shall be entitled to cancel the contract. In such cases, however, HSF shall not be liable to pay any damages whatsoever.
5.3 Delivery shall be deemed to have taken place the moment the work is sent by post, fax, telex, courier, modem, the Internet, etc.
5.4 Data sent by electronic mail shall be deemed to have been delivered as soon as the medium has confirmed sending the message.
5.5 The Client shall help HSF execute the order by doing whatever may reasonably be necessary or conducive to its timely execution.
5.6 The Client shall do everything in its power to facilitate delivery of the service produced by SE under the contract. Any refusal to accept HSF’s service shall constitute default on the part of the Client, and the provisions of sub-clause 6.5 shall apply accordingly, even if no explicit request for acceptance has been made.
6 – PRICES, PAYMENT AND REFUND
6.1 Quoted prices shall apply only to services conforming to agreed specifications.
6.2 HSF shall be entitled to raise the agreed price if it is forced to perform more work or incur more costs than might reasonably have been foreseen on conclusion of the contract as a result of having to work with very difficult or unclear specifications, for example, or faulty files or computer programs supplied by the Client. This list of examples is not exhaustive.
6.3 Payment for services supplied under the contract are due prior to commencement of work or, if agreed by HSF, in staged payments for bulk material (or within any other term fixed by HSF in writing). Payment shall be net and in full – without any discount, set-off or suspension – in the currency invoiced. If payment is not made by the due date, the Client shall be in default – immediately and without notice of default being required – as well as owing the statutory interest on the invoice amount from the due date until full settlement.
7- COMPLAINTS AND DISPUTES
7.1 If the Client has any complaints about the service supplied by HSF, it shall submit them in writing as soon as possible, yet never later than 7 working days after receiving the said service. Lodging a complaint shall not release the Client from its obligation to pay.
7.2 If no complaints are made within the term fixed in sub-clause 9.1 above, the service shall be deemed to have been fully accepted, and HSF shall only act on complaints if it sees fit to do so. HSF’s changing any part of the project including translated or edited text at the Client’s request shall in no way constitute an acknowledgement on the part of HSF of having supplied an inferior service.
7.3 In the case of a valid complaint, HSF shall be granted a reasonable period of time to improve or substitute the service. If HSF cannot reasonably be expected to perform the required improvements or substitution, it may grant the Client a discount.
7.4 The Client’s right to complain shall lapse if the Client has itself edited or has hired others to edit the part or parts of the service concerned in the complaint, regardless of whether it has subsequently supplied the service to a third party or not.
8 – LIABILITY AND INDEMNITY
8.1 HSF shall not be liable for any damage whatsoever in respect of any inconsistency or ambiguity of service rendered. HSF shall under no circumstance be liable for other forms of damage, such as consequential damage, loss of profits or losses due to delays. HSF’s liability shall never exceed the invoice amount of the project in question.
8.2 Ambiguity of the content provided by the client shall release HSF from any liability whatsoever.
8.3 The decision whether the use of a project (including text to be translated/edited or the translation/edited version thereof) produced by HSF entails any risk of injury or losses due to injury shall be entirely at the Client’s expense and risk.
8.4 No liability whatsoever shall be incurred by HSF in respect of damage to or loss of documents, data or data carriers provided by the Client to facilitate the contract’s execution. Nor shall any liability be incurred by HSF in respect of costs and/or damage incurred as a result of (a) the use of information technology and telecommunications media, (b) transport or dispatch of data or data carriers, or (c) the presence of computer viruses in any files or data carriers supplied by HSF.
8.5 HSF’s liability shall never exceed the value of the quotation per event.
8.6 The Client shall indemnify HSF against any claims by third parties deriving from use of the service, barring any liability incurred by HSF by virtue of this clause.
9 – CANCELLATION & FORCE MAJEURE
9.1 Any failure on the part of the Client to meet its obligations, including bankruptcy, a moratorium or liquidation in respect of the Client’s company, etc; shall entitle HSF to either cancel the contract (in part or in full) or postpone its execution without any claim to damages on the part of the Client. In such cases, HSF shall also be entitled to demand immediate payment.
9.2 If HSF should prove unable to meet its obligations due to circumstances beyond its reasonable control, it shall be entitled to cancel the contract without being liable to pay damages. Such circumstances include, but are not limited to: fire, accidents, illness, strikes, riots, war, transport restrictions and delays, government measures, disruption of the services of Internet providers, and other instances of force majeure.
9.3 If HSF is compelled by force majeure to discontinue execution of the contract, the Client shall still pay for any work performed up until that moment as well as any costs and expenses incurred.
10 – COPYRIGHT
10.1 Barring explicit, written agreement to the contrary, the copyright to any work or material produced by SE shall rest with the same.
10.2 The Client shall indemnify HSF against any and all claims by third parties in respect of alleged violation of property rights, patent rights, copyrights or other intellectual property rights relative to the execution of the contract.
11 – GOVERNING LAW
11.1 All legal disputes are subject to the jurisdiction of Gujarat, India only.