TERMS AND CONDITIONS

This Agreement is made and entered into by and between the client (“Client”) and Ubiqus Reporting, Inc., hereinafter (“Ubiqus”). These Terms and Conditions govern the services to be performed by Ubiqus, as specified in the quotation prepared by Ubiqus. Acceptance of the quotation by Client includes acceptance of these Terms and Conditions.

FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement to the extent said failure or delay is caused by conditions beyond its control, including but not limited to: Acts of God; governmental restrictions and/or regulations; war or apparent act of war; terrorism or apparent act of terrorism; disaster; civil disorder, disturbance, and/or riots; curtailment, suspension, and/or restriction on transportation facilities/means of transportation; performance failures of parties outside the control of the contracting parties; strikes (except those involving the Hotel’s/venue’s employees or agents); or any other emergency making it inadvisable, illegal, impracticable or impossible for either party to perform under this Agreement. Either party may cancel this Agreement for any one or more of such reasons upon written notice to the other without penalty.

MUTUAL INDEMNIFICATION CLAUSE

Each of the parties covenants and agrees to indemnify and hold the other and its respective subsidiaries, affiliates, officers, directors, shareholders and employees free, clear and harmless from any and all liability, judgment, claims costs, expenses (including attorney’s fees), and demands of any kind, including damages for personal and or property damage or both, arising out of, or by reason of any act, omission, or negligence of the indemnifying party or its respective agents, employees, servants, or contractors, in any manner connected with the conference.

USE OF SUBCONTRACTORS AND CONFIDENTIALITY

Ubiqus may use subcontractors in the fulfillment of the project quoted, you hereby agree and approve of the use of the subcontractors selected by Ubiqus. All Ubiqus employees and subcontractors are bound by confidentiality agreements. Additional subcontracting provisions are outlined in the GDPR section below.

PAYMENTS

Payment terms are in accordance with the quotation and exclusively between Ubiqus and Client. Payments to Ubiqus will not be contingent on third party agreements or payments under any circumstances.


DOCUMENT AND MEDIA SERVICES (TRANSCRIPTION, TRANSLATION)

ACCEPTANCE

All quotations are given subject to confirmation by the Ubiqus upon receipt of the Client’s order and no contract shall be concluded until such confirmation is given or the Client’s order is otherwise accepted. Each order when accepted constitutes a separate contract.

TIME FOR ACCEPTANCE

A quotation is open for acceptance within thirty days from the date thereof unless previously withdrawn and is subject to availability.

SCOPE OF SERVICES

Ubiqus shall provide its services at the time, place, and in the manner specified in the quotation.

TIME OF PERFORMANCE

The services of Ubiqus are to commence upon execution of this Agreement and shall continue until all authorized work is completed. Ubiqus shall use commercially reasonable best efforts in performing services under these Terms and Conditions.

Ubiqus shall not be liable for any delay in delivery of services that is caused by the Client’s failure to provide Ubiqus with adequate delivery instructions or any other instructions that are relevant to the delivery of services.

TERMINATION

Either Ubiqus or the Client shall be entitled forthwith to terminate this Contract by written notice to the other.

Upon receipt of any termination notice from Client, Ubiqus will endeavor in good faith not to incur additional expenses unless Client’s written notice of termination states otherwise. Client shall pay Ubiqus for any Services not previously billed up to the effective date of termination.

INTELLECTUAL PROPERTY RIGHT

Client warrants, represents and agrees that providing the material to be transcribed, translated, or otherwise reproduced and any copies thereof to Ubiqus will not infringe upon or violate any patent, copyright, trademark, trade secret, moral right, or other intellectual property right of any third party. Client further warrants, represents and agrees that the materials to be transcribed, translated, or otherwise reproduced and the receipt, transcription, translation, reproduction, or related use thereof by Ubiqus will not infringe upon or violate any patent, copyright, trademark, trade secret, moral right, or other intellectual property right of any third party.

Ubiqus represents and warrants that the provision of the Services and all deliverables therein, will not infringe any patent, trade secret, copyright, or other intellectual property right of a third-party.

Client shall indemnify, defend (or settle) and hold Ubiqus, its officers, directors, employees, parent and affiliates and any subcontractors and assignees, harmless from any loss, damage, liability or expense (including reasonable attorneys’ fees) arising from any claim(s), action(s) or other proceeding(s) based on a claim that the reproduction, distribution, transcription, translation, or use by Ubiqus of the materials to be transcribed, translated, or otherwise reproduced, or the reproduction, distribution, or use by Client of the materials or the resulting transcription, translation, or other reproduction thereof, infringes upon or violates any patent, copyright, trademark, trade secret or other intellectual property right of any third party. Client shall pay all damages, fees, losses, liabilities, costs or expenses, including attorney’s fees, in any such action or other proceeding or the settlement of any such claim.

DELIVERY

Unless otherwise specified, Ubiqus will deliver the documents prepared by email or make them available download from its secured client portal. Other delivery options are available some of which may carry additional charges.

WARRANTIES AND MODIFICATIONS

While Ubiqus makes every effort to ensure that all documents delivered are of the highest quality, Ubiqus cannot guarantee that each document is free of all errors.

Should a document be delivered containing language mistakes or other errors that were avoidable utilizing available supporting information, Ubiqus promises to edit and reissue at no cost to the client one amended copy of each document. Amendments requested utilizing new supporting information may be subject to an editing fee.

Ubiqus makes no warranty regarding the suitability of its documents for a particular purpose. Suitability of the document is ultimately the exclusive responsibility of the client.


LIVE EVENT SERVICES (INTERPRETATION, VOTING SYSTEMS, AUDIO VISUAL SERVICES)

PRICE AND STAFF GUARANTEE

Ubiqus provides pricing based on the information supplied at the time of the quote request. Should that information change, pricing and any discounts are subject to modification. Ubiqus assembles each quote based on the most appropriate personnel and equipment solutions available at the time of request. We encourage you to book your event as early as possible to secure the most favorable pricing and best matched interpreter(s). For this reason, we can only guarantee the quote price for three (3) business days from the date listed on the quotation. Contracts not executed within this timeframe are subject to change. We do our best to hold all reserved personnel for your project but cannot guarantee placement until this contract is returned signed with all dates and times confirmed. Any price changes will be submitted to Client for approval before booking.

TRAVEL

Ubiqus makes every effort to source all personnel local to the meeting venue. However, when interpreters are required to travel out of town, all expenses incurred by the interpreters in connection with the assignment, including ground transportation, flight, hotel and food are the responsibility of the client. When travel of over two (2) hours is required, an additional half (1/2) day charge per interpreter will be added to the cost of the event.

OVERTIME

Unless otherwise specified Interpreter overtime begins after 8 hours of continuous work (including a 1-hour lunch break and up to 3, 15 minute breaks). Overtime charges may apply if lunch and/or breaks are not provided. Unless otherwise noted on the quotation, overtime is charged at $200 per hour for most European languages and $250 per hour for most Asian languages. Overtime to Technician(s) for support beyond a 9-hour day is at the rate of $75.00/hour.

EQUIPMENT AND SERVICE

Unless provided by Ubiqus (per above pricing information), the client is responsible for supplying a clean, line level audio signal to our interpretation equipment via an XLR or RCA cable. If this feed is to be provided by the venue, it is important to have a qualified audio technician from the venue present at the time of installation.

Ubiqus guarantees performance of equipment and continuity of operation under normal circumstances. We cannot assume responsibility for circumstances beyond our control, such as power failures or malfunctions of a public address system that is supplied by others. If our receivers are used to transmit sound tracks, we are not responsible for the quality of these soundtracks.

SECURITY

The security of our equipment is the responsibility of the client from the time of arrival at the hotel/conference center until the equipment is returned to Ubiqus. Equipment must be returned in full working condition with no damage beyond normal wear and tear from reasonable and appropriate use. Client assumes responsibility for the value of any equipment lost or damaged between delivery at the meeting site and its return to Ubiqus. Each FM wireless receiver is valued at $150, and each earphone at $20. Each Infrared wireless receiver is valued at $375, and each earphone at $20. All other equipment, such as transmitters, microphones, voting keypads, amplifiers, etc., will be billed at replacement cost. It is recommended that the equipment be secured in a locked room during the hours of non-use of the equipment if personal supervision is not possible. Appropriate security should also be provided for overnight, lunch, and dinner periods, when the equipment is not in use.

At the start of the event and again at the end of the event, Ubiqus and the Client will count the receivers on site and will sign an acknowledgement of receivers delivered and returned to Ubiqus. If a client representative is not available, Ubiqus will proceed with the final count in good faith, and objections at a later date will not be considered.

CANCELLATION

Cancellation of any or all part of the contracted interpretation services with less than fifteen (15) days’ notice prior to the first day of the assignment is subject to a cancellation fee equal to fifty percent (50%) of the cost of the event. Cancellation of any or all part of the contracted interpretation services with less than seven (7) days’ notice prior to the first day of the assignment is subject to a cancellation fee equal to one hundred percent (100%) of the cost of the event.

NON-SOLICITATION

You understand that from time to time you will be in contact with or receive services from Ubiqus personnel and representatives. You agree that you will not knowingly solicit or engage the services of any Ubiqus personnel or representative either directly or indirectly, for your benefit or the benefit of any other person, firm or corporation during or at any time after the performance of the services contemplated herein without the prior written consent of Ubiqus.

RECORDING AND BROADCASTING

Please note that prior permission must be obtained from interpreters before recording their interpretation. Interpretation is the copyrighted property of the interpreters, and interpretation may not be recorded or broadcast without the prior written permission of the interpreters, who may require appropriate compensation.


EU GENERAL DATA PROTECTION REGULATION (GDPR)

Client hereby agrees that the services specified in the quotation may be performed by subcontractors; subcontractors may reside in the US, EU, or other “Third Countries” as recognized by the GDPR. Subcontractors’ work shall be performed in accordance with the same data protection obligations in the contract between Ubiqus and Client. For any work involving EU personal data, Ubiqus will notify Client of any change in subcontractors and give Client the opportunity to object.

Ubiqus undertakes not to store any personal information entrusted by its clients, other than that necessary for a smooth performance of its jobs, namely: first name, last name, phone number, address and e-mail address.

If the documents or recordings provided by the client (for the preparation of a quote, for the performance of the service or as a supporting material) contain personal information (for example and not exhaustively: birth or death certificate, marriage certificate, health data, school grades, etc.), Ubiqus considers that the client gives their express consent or that they have obtained the consent of the person concerned to store this data for the sole purpose of preparing the quote or providing the service requested from Ubiqus.

Unless otherwise requested by the client, files, documents and recordings used for a quote or service by Ubiqus will be stored as long as deemed necessary. Ubiqus pledges to implement all technical, legal and operational measures necessary to ensure the confidentiality of this data and will ensure that all persons authorized to process it, whether internal or external to the group, comply with this obligation.

For the sake of transparency, In the event of a data breach, where applicable, Ubiqus will inform the Client without undue delay, and where feasible, not later than 72 hours after having become aware of it.


GENERAL PROVISIONS

If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect.

No waiver of any term, condition or obligation of this Agreement shall be valid unless made in writing and signed by the Party or Parties to which such performance is due. No waiver of any one or several of the terms, conditions or obligations of this Agreement, and no partial waiver thereof, shall be construed as a waiver of any of the other terms, conditions or obligations of this Agreement. No failure or delay by either Party at any time to enforce one or more of the terms, conditions or obligations of this Agreement shall constitute waiver of such terms, conditions or obligations or shall preclude such Party from requiring performance by the other Party at any later time.

This Agreement and any documents referred to in it or annexed to it constitutes the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.

Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorize either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

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 law of the State of New York without regard to its provisions relating to choice or conflicts of laws.

 

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