AGREEMENT | Languagers

CLIENT SERVICE AGREEMENT

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RECITALS

WHEREAS, Languagers is a company that provides its Clients with Interpretation and Translation Services, as those terms are defined below;

WHEREAS, Client is in need of procuring Interpretation and/or Translation Services and wishes to retain LANGUAGERS to perform such services;

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

AGREEMENT

Effective Date

THIS CLIENT SERVICES AGREEMENT (“Agreement”) is made and entered into on the “Effective Date” by and between LANGUAGERS INC. (“Languagers”), and (“Client”).

1. Services. During the Term (as defined below) of this Agreement, Languagers shall provide the following Services for the Client:

WHEREOF, or

[Check (a) or (b) or both (a) and (b), as applicable]

(a) Interpretation. Languagers agrees to act as an interpreter for the Client, including but not limited to verbal foreign languages and American Sign Language into English or other languages and vice versa.
(b) Translation. Languagers agrees to act as translator for the Client wishing to have written documents translated to and from English (or other languages, as applicable) in written form.

Client hereby understands and acknowledges that Languagers may use its own employees or consultants or subcontractors to render the Services set forth herein.

2. Term. This Agreement remains in effect for 6 (six) months from the Effective Date. Thereafter, this Agreement shall be automatically renewed for successive one-year periods, on the same terms, unless terminated by either party (Client or Languagers). Languagers understands and agrees that the Client will be utilizing Languagers' Services only on an as needed basis and at the Client's discretion. Languagers may, without penalty, decline to accept any offered assignment from the Client.

3. Termination. This Agreement shall remain in effect until either party provides thirty (30) days written notice to the other party of its intent to terminate this Agreement. In the event of such termination, the parties agree to act in good faith toward one another during the notice period. In the event of termination of this Agreement, Languagers must provide Client, and Client must pay Languagers for all Services performed and expenses incurred through the date of termination; Client is not obligated to pay Languagers any other compensation, severance, or other benefit whatsoever.

4. Fees. In consideration of the Services to be rendered pursuant to this Agreement, Client shall pay Languagers the fees set forth on Exhibit “A” (Our Rates/Price Quote) hereto. All fees shall be due and payable within thirty (30) days of Client’s receipt of each invoice for Services rendered. Any past due amount may be assessed a late fee of two percent (2%) of the remaining balance. An additional two percent (2%), compounding, late fee will be added every additional thirty (30) days the invoice is outstanding.

All Interpreting System Usage payments are due thirty (30) days from date of usage invoice (NET 30). By choosing credit card or ACH payments, usage invoice amount will be automatically withdrawn within seven (7) days of usage invoice.

No fee will be charged on wire transfers or ACH transfers with autopay. With ACH autopay, Languagers will automatically withdraw funds from the Client's pre-approved bank account within two (2) business days of the invoice date if the amount exceeds US$5,000.00.

Credit cards are still an option, however, for invoices that exceed US$5,000.00, the Client will be charged a credit card processing fee of 2.9%.

Client agrees to authorize Languagers to charge the Client according to the terms outlined above as well as the Client’s unpaid amount over ninety (90) days past due from the invoice submission date to the Client's encrypted and saved credit card. Client certifies that the Client is an authorized user of the credit card, information of which is provided as a payment method and agrees not to dispute the payment with the Client's credit card company; so long as the transaction corresponds to the terms indicated in this Agreement.

If any payment doesn’t go through, Client agrees to provide any changed payment information or methods promptly upon request and pay any unpaid balance promptly.

5. Technology Test. Client agrees to test technology to ensure microphone, speakers and video camera are working in your device and platform twenty-four (24) hours prior to the appointment/event start time.

6. Quality Assurance. Client agrees to allow Languagers' Quality Assurance team to click on the meeting link before or after the session starts to ensure both parties are present and have left the session.

7. Interpreting system Users. Client agrees to allow Languagers' staff to help with your users who are invited but have not enabled to use the interpreting system.

8. Relationship between Parties. Languagers’ relationship to the Client under this Agreement is that of independent contractor. Neither Languagers or Languagers’ employees, consultants, subcontractors or agents, shall be or shall be deemed to be an employee or servant of the Client. None of the benefits provided by the Client to its employees, including without limitation workers’ compensation and unemployment insurance, shall be available to Languagers or Languagers’ employees, consultants, servants or agents as a result of this Agreement. Languagers shall assume full responsibility for, and indemnify and hold the Client harmless from, the payment of all local, state and federal taxes and other contributions imposed or required under unemployment, social security, and income tax laws arising out of Languagers’ engagement by the Client under this Agreement.

9. Non-Solicitation. Client hereby understands and acknowledges that Languagers has expended extensive time and resources in finding, hiring, retaining and/or training its employees, consultants, subcontractors or agents. Accordingly, Client hereby agrees that during the Term of this Agreement and for a period of twenty four (24) months after termination of this Agreement, the Client shall not directly or indirectly, whether individually or as an owner, officer, director, employee, consultant or agent of any company or other entity, in any manner whatsoever, hire or attempt to hire, retain, engage or solicit, in any manner, any employee, consultant, subcontractor or agent of Languagers to perform any language interpretation or translation services.

10. Confidentiality. (a) Languagers will not disclose any information provided by the Client or the Client’s customers ("Customer"), using the Services, including but not limited to personally identifiable information protected under federal and state laws to any person who is not Languagers personnel, and will use such information only for purposes specifically contemplated in this Agreement. These obligations do not apply to information which is expressly identified by the Client as not being confidential or is in the public domain. (b) Languagers and Client will not disclose to any person who is not Languagers personnel or Customer the terms and conditions of this Agreement or any of the information provided in any invoices or other documents or oral communications between the parties relating to Services. (c) If either party has been requested or is required by discovery request in a litigation, subpoena, civil investigative demand or similar process to disclose any such then that party so compelled may disclose such information without liability after giving reasonable notice to the other party promptly to assert whatever objections the other party desires to prevent such disclosure within such deadlines are required by the governing statutes, rules or regulations.

11. Limitation of Liability. It is understood that Interpretation and Translation Services are subject to the vagrancies of dialect, regional differences, and colloquial variances, as well as unique uses, interpretation and jargon, particularly technical terminology or terms idiomatic to certain specialized activities (e.g., the practice of law in the U.S. or other countries, etc.) or groups. Thus, although Languagers will render its Services in a professional manner, it cannot and will not represent that its Interpretation or Translation Services will accurately reflect the context or nuances of all given assignments. Accordingly, Client agrees that it shall not seek indemnity by this Agreement or the Services rendered hereunder from Languagers against any damages or losses associated therewith. Client agrees that Languagers shall not be liable for any of the Client’s losses or damages, associated with the Services rendered under this Agreement, whether directly or indirectly caused by performance or non-performance of obligations imposed by this Agreement or by the negligent acts or omissions of Languagers or Languagers’ employees, consultants, subcontractors, or agents. Client does hereby waive and release any rights of recovery against Languagers that it may have hereunder. It is further agreed that if Languagers should ever be found liable for any losses or damages attributable to the Services rendered, in any respect, Languagers’ liability shall not exceed the total amount of Fees actually paid by the Client to Languagers under this Agreement in the proceeding twelve (12) month period, and the Client’s sole remedy at law or in equity shall be the right to recover a sum within such limit. Client may obtain a greater limitation of liability, if desired, by payment of increased Fees, which increased Fees would be negotiated between the Client and Languagers upon the request of the Client in writing.

12. Assignment. This Agreement is freely assignable by either party provided that the assigning party shall remain primarily liable for any unpaid obligations arising prior to the date of Assignment.

13. Disputes; Governing Law; Relief. Any legal proceeding of any nature brought by any of the parties to this Agreement to enforce any right or obligation, shall be brought only in the state or federal court located in and for New York County, New York. Both parties acknowledge and agree that certain breaches of this Agreement may not provide the non-breaching party with an adequate remedy in damages; and, therefore, both parties agree that the non-breaching party shall have the option to pursue injunctive relief without the necessity of posting security or bond which is hereby specifically waived. Both parties agree that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the internal laws of the State of New York.

14. Entire Agreement. This Agreement contains the full and complete understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior understandings and agreements, whether oral or written, concerning the subject matter hereof.

15. Waiver; Modification; Cancellation. Any waiver, alteration, or modification of any of the terms of this Agreement, or cancellation or replacement of this Agreement, shall not be valid unless in writing and signed by both parties. In the event any provision of this Agreement is determined to be unenforceable, the remaining provisions hereof shall not be affected.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

I agree.

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