Terms and Conditions

Tilde Language Services, LLC

Terms and Conditions

1. Scope of Service. Tilde Language Services, LLC (“Tilde”) will provide certain translation services to Customer as set forth in the Quote (the “Services”). The Quote and these Terms and Conditions shall together form the Agreement (the “Agreement”) between the Parties. These terms and conditions prevail over any of Customer’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or other such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms and Conditions. Acceptance of the associated quote in writing or by email shall signify acceptance of these terms and conditions.
2. Payment. Customer will receive invoices via email for services provided by Tilde. Customer is responsible for ensuring that the email address provided to Tilde is accurate and current. Any disputes regarding the accuracy of the invoices must be received in writing by Tilde within ten (10) days of the invoice date, otherwise the invoice shall be deemed accurate and billable. Payment is not contingent upon Customer being paid by any third party and unless stated otherwise on an invoice.  Customer shall provide full payment on each invoice within fifteen (15) days of the invoice date.  Interest in the amount of one and a half percent (1.5%) of the amount past due, compounded monthly, shall be added to each invoice not paid within fifteen (15) days of issuance.  If Tilde is required to take any action to collect monies due and owing under any invoice or otherwise to enforce its rights under the Contract, then Tilde shall be entitled to recover from Customer all costs and expenses incurred with enforcing its legal rights, including but not limited to court costs, services fees, and attorney fees. The interest amount set forth above shall also apply to the entirety of any judgment obtained by Tilde.
3. Taxes. Customer shall be solely responsible for payment of any and all sales, use, or similar taxes that result from the Services.
4. Indemnification and Limitation of Liability. To the fullest extent permitted by law, Customer agrees to indemnify and hold harmless Tilde, its officers, directors, members, employees, agents, parents, subsidiaries, and affiliates of each of them (“Tilde Indemnified Parties” or individually, “Tilde Indemnified Party”) from and against all claims, losses, liabilities, judgments, damages, costs, expenses, demands and suits (including but not limited to fees and expenses of attorneys, experts, consultants, administrative costs/court costs and fees and all other costs of litigation) arising out of or related to, or alleged to arise out of or be related to the performance of Service under this Agreement. This shall specifically apply to any translation services, errors, or omissions which may be used as the basis for decisions, including those that may be financial or medical in nature, which may be made by Customer or any other third party.
5. Force Majeure. Tilde shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Tilde including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
6. Subcontracting. Customer acknowledges that within the normal course of business, Tilde my utilize subcontractor(s) to view the documents and/or conduct translations. Prior notice of work conducted by a subcontractor is not required but may be provided by Tilde at Tilde’s sole discretion.  Such notice, if provided, shall not create any ongoing duty for future notice of same.
7. Document Retention. Customer acknowledges that Tilde may from time to time retain documents used in translation to be utilized for future projects for the same client. Tilde shall not be required to delete all copies or versions of documents related to the Services. Tilde has no duty to retain or preserve any copies or versions of documents related to the Services.
8. Customer’s Acts or Omissions. If performance by Tilde of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Tilde shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
9. HIPAA/ Privacy Issues. Customer accepts responsibility to obtain authorization for Tilde to see and perform translation Services on all documents, information, communications, medical records, insurance claims, or other sources that may contain personally protected information, including heath information, under Federal and/ or Pennsylvania Law, or confirm that Customer is providing such information to Tilde under the protection of a Business Associate Agreement, or other comparable protection for Tilde to see and perform translation Services. The Indemnification provisions under Section 4 hereinabove apply to any claim of any sort that arises out of use or disclosure, including translation of, any personally protected information, including heath information, by Tilde in carrying out the Services.
10. Venue, Jurisdiction, and Choice of Law. If any party initiates an action to enforce or interpret this Agreement, or for any other remedy based on or arising from this Agreement (including but not limited to actions to collect sums due to Tilde), such action shall be initiated only in a court of competent jurisdiction for Lancaster County, Pennsylvania, United States (including the Court of Common Pleas or before a Magisterial District Court) and/or the United States District Court for the Eastern District of Pennsylvania and shall, except to the extent this Agreement is subject to federal bankruptcy law, be governed by the law of the Commonwealth of Pennsylvania with no regard given Pennsylvania’s rules pertaining to conflicts of laws. All Parties to this Agreement expressly agree that any court of competent jurisdiction for Lancaster County, Pennsylvania, United States or the United States District Court for the Eastern District of Pennsylvania may exercise specific jurisdiction over their person and consent to venue in Lancaster County, Pennsylvania and/or the United States District Court for the Eastern District of Pennsylvania.
11. Miscellaneous.
    1. If any provision or requirement hereunder is declared or found to be unenforceable, the balance of this Agreement, and/or integrated terms and conditions shall be interpreted and enforced as if the unenforceable provision had never been a part thereof.
    2. This Agreement is intended to be the complete and integrated understanding of the Parties hereto with respect to all matters addressed herein.  To be effective, any modification of this Agreement or must be in writing and executed by the Parties hereto.
    3. This Agreement may be executed in any number of counterparts and said counterparts shall constitute one and the same agreement.  This Agreement may be executed by signatures provided or transmitted via electronic mail or facsimile, which signatures shall be as binding and effective as original signatures.  In the event of signatures transmitted via electronic mail or facsimile, the Party effecting the transmission shall retain the original signature and shall produce the same upon request of any other Party.
    4. The headings used in this Agreement are for administrative purposes only and are not to be considered in construing the terms of this Agreement.
    5. In the event of any dispute concerning the construction or interpretation of this Agreement, this Agreement shall be construed neutrally and without regard to events of authorship or negotiation.
    6. The Parties hereto warrant they have received and reviewed the entirety of this Agreement and have had full and fair opportunity to consult with counsel of their choosing.
    7. This Agreement shall inure only to the benefit of the Parties and shall neither create nor confer rights for the benefit of any other individual or entity not a party to this Agreement.
    8. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    9. No waiver by Tilde of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Tilde. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.