PangeaMT’s “Terms and Conditions” means the standard terms and conditions as set out below.
Our machine translation service is operated by PangeaMT with registered office at Avenida de las Cortes Valencianas 26-5, 46015 Valencia, Spain. In our Terms and Conditions, we use the words “PangeaMT” “we”, “us” or “our” meaning our parent company Pangeanic S.L with company ID ES-B97017461. Our terms and conditions govern your use of our machine translation services and other services we may provide , including your use of any materials, information and services which may be made available to you by our employees or you may obtain from this website.
If you do not agree to these Terms and Conditions, you may cannot use our machine translation services or the services provided by our employees or our website.
PangeaMT may update the Terms and Conditions at any time by publishing changes on the website. It is your responsibility as a user of our machine translation services and client to familiarize yourself with our Terms and Conditions in order to ensure that you are aware of any changes. Your continued use of our machine translation services and our website following the publication of any such changes shall constitute your acceptance of the revised Terms and Conditions.
“Client” “you” “your” means the company, firm, body or person to whom PangeaMT is providing or supplying machine translation services or related work or services.
“Contract” means the contract between PangeaMT and the client. It consists of
- the Purchase order from the customer and
- these Terms and Conditions.
“Products / Services” means all the products and/or services supplied by PangeaMT.
“Parties” means both we (PangeaMT) and you (the client).
“Services” means machine translation services and any other related services necessary performed by PangeaMT for the client.
All references to “documents”, “records”, “books” and “data” shall include information contained in emails, word processing documents or any other kind of computer programs, disks, any records kept either on paper, on digital formats or otherwise, servers and computers or any other machine readable form or records kept other than in a legible form, but which may be (re)produced in a legible form.
In this Terms and Conditions, the word “including” shall be understood to mean “including without limitation” and the word “includes” shall be understood to mean “includes without limitation”.
In the event of any conflict between any parts of a contract between the parties, the documents constituting the agreement between the parties shall have priority in the following order:
- Service level agreement (if any) entered into between the parties.
- Our Terms and Conditions.
“Confidentiality” or “Confidential Information” mean information (in any form or format) which is confidential either to the client or to PangeaMT and which either you disclose to us or we disclose to you in connection with the services.
“Intellectual Property Rights” means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, know-how or Confidential Information, Translation Memory in any format 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.
“Purchase Order” (PO) means an order for the services you require and order PangeaMT to provide to you.
“Originals” means all files, documents, TMX material, bilingual and monolingual datasets or other works provided by the client for the purposes of carrying out our machine translation services.
“Machine translation services” mean the customization, data cleaning, engine building, system customization, staff training, provision and access to API machine translation output and any other type of service required and agreed between the client and PangeaMT.
Any words of a technical nature shall be construed and interpreted in accordance with general trade usage in the computer industry internationally and particularly in the United States.
1 – Description of Services and Delivery
PangeaMT will provide a machine translation service or related service as defined in the correspondingly numbered quotation or proposal document or according to the client’s Purchase Order number wherein all technical, service, delivery and financial details are specified.
PangeaMT shall endeavor insofar as possible to deliver the above-mentioned services by the due date, not being liable for delays that are not imputable to PangeaMT.
The dates for delivery of the final machine translation service, or the dates for carrying out the services can only be approximate. Unless expressly agreed between the parties otherwise, 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.
PangeaMT shall not be liable in any circumstances for the consequences of any delay in the delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by third parties, vendors, suppliers or subcontractors, shortage of labor, industrial action, hostilities or war, an act of God, inclement or exceptional weather conditions, fire, theft, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond PangeaMT’s control, any type of force majeure or circumstances of an unexpected or exceptional nature.
Machine translation services and specifically customization services may be supplied in stages in such quantities as we may reasonably decide; such stages shall be separate obligations and no breach in respect of one or more of them shall entitle the client to cancel any subsequent installments or repudiate this contract as a whole.
2 – Cancellation by the client
Should Client rescind, cancel or terminate partially or the whole of the machine translation service as confirmed in the quotation, proposal or Purchase Order before PangeaMT has completed and delivered the work, Client will pay a percentage part of the fees and costs commensurate to the demonstrable percentage of work completed in consideration of the planning and allocation of resources executed by PangeaMT.
PangeaMT shall be entitled to terminate the contract immediately by written notice to Client when:
a) Client breaches our Terms and Conditions;
b) When such a breach can be remedied but the client fails to do so within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied;
c) Client makes any voluntary arrangement with its creditors or (when an individual or firm) or becomes bankrupt (when a company)
d) When Client becomes subject to an administrative order or goes into liquidation, or an encumbrance takes possession or a receiver is appointed over any of the client’s property or assets;
e) When Client ceases or threatens to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
3 – Liability
All Services undertaken by PangeaMT shall be carried out using reasonable skill and care in accordance with the standards of the machine translation and software industry.
No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the services or the translation shall be incorporated unless expressly set out in the contract between the parties. Specifically, PangeaMT makes no claims and cannot be held responsible of the use by Client of the machine translation output for any of its activities, public or private presentations, publications, releases, embedding in documents, software programs, printing or any other type of use, whether general or private. Furthermore, PangeaMT does not warrant or make any representation regarding the use of the translations in terms of their accuracy, correctness, reliability or otherwise.
PangeaMT reserves the right to make public a reference to the machine translation service undertaken for Client as a reference to other potential clients.
PangeaMT shall incur no liability to the client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the contract, whether orally or in writing, and Client shall not be entitled to rescind the contract on the grounds of any such misrepresentation.
The client acknowledges that whilst all reasonable care is applied to secure all communications, any originals and machine translation outputs submitted by Client and to Client over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that PangeaMT cannot be held liable for the loss, corruption or interception of any originals or translation outputs.
Save in respect of death or personal injury resulting from our negligence and subject to Liability Section 7, clause 7e, our liability to the client in respect of the provision of machine translation services, translation outputs and related services and works is limited as follows:
PangeaMT shall not be liable for
– any loss of profits, business, contracts, revenue or damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
– PangeaMT’s entire liability to the client under any contract, including but not limited to in respect of the services, shall not exceed the price payable to PangeaMT by the client under the contract to which any claim relates.
The client must notify PangeaMT within 30 days of delivery of the service of any claim arising as a result of the provision of the machine translation services and /or translation outputs, whether it is related to Payment or Liability as expressed in the appropriate sections in these Terms and Conditions. Full details of such claim should be sent in writting and receipt confirmation obtained. In any event, PangeaMT shall not be liable if Client fails to notify us of any claim within a reasonable time of delivery of the machine translation services.
4 – Confidentiality
All knowledge and information specifically identified by the client in writing as “confidential” during the undertaking of the contracted service in reference to the client’s business or the products or other commercially-sensitive information that may be of advantage to the client’s competitors in the market shall be maintained under the strictest confidentiality by PangeaMT and it shall not be disclosed nor published by PangeaMT, nor will the machine translation service company authorize any third part or any other party to disclose such information or to publish it unless specifically authorized in writing by Client. This confidentiality is guaranteed by the signature of a non-disclosure agreement by all staff members of the company. Any external subcontractor working for the machine translation services company that may come in contact with information or data relating to the client is sent a copy of the same non-disclosure agreement. For the duration of each project, the contact point or Project Manager is the recipient of all information and he/she will only distribute it to those persons directly implicated in the project.
Confidential Information as referred in this section does not include any kind of registry of terminological glossaries compiled by PangeaMT for the normal course and undertaking of the service as stipulated in this Contract, or compiled by the client and authorized for distribution by the client, unless the client and the machine translation service provider agree in writing that those glossaries compiled by us as the machine translation service provider become the client’s property, in which case they will also be governed by the confidentiality clauses contained in this section.
5 – Copyright and Intellectual Property
The machine translation output and the engines are the property of the client. Once the client has paid the agreed service fees or those resulting from ulterior modifications and additions, the translation of the described items will be the property of the client.
PangeaMT shall have no right over the Intellectual Property or Copyright, trade marks, or other client’s rights in connection to the translation, unless specifically stipulated in the present Contract. Notwithstanding the above, the machine translation service provider will have the right to maintain copies of the original items and the resulting translation for its own archives, subject to Confidentiality agreed in section 5.
7. Fees, Taxes, Discounts and payment method.
The client agrees to pay the amount stipulated in the quotation / cost-estimation document or as applicable from an agreed price list for fees to PangeaMT for the aforementioned services. For this purpose, a numbered invoice stating all applicable items will be issued. Payment will be made upon 30 days from invoice issue date or as otherwise agreed in writing by the client and the machine translation service provider.
Unless otherwise stated, prices are in Euros and do not include Value Added Tax and any other tax or duty (see 7a and 7b below). Price includes transmission to the address specified in our quotation or confirmation of Order.
7a. European VAT on intra-European machine translation services.
When liable, PangeaMT shall invoice you for all appropriate taxes and expenses for which we are liable to collect. In the case of intra-European machine translation services, supplies are free of VAT according to current legislation. The client shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes.
7b. European VAT on machine translation services supplied to companies and individuals outside the EU.
machine translation services to non-EU countries are free of VAT and any sales taxes.
Discounts included on quoted prices are only applicable if invoices are paid within 30 days of receipt.
Quotations in a currency other than Euro 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 on the date of invoice.
7d. Additional Costs.
The client will reimburse PangeaMT all related expenses incurred in that are not part of the normal translation procedure routine such as 24 hours urgent hand document delivery, transport costs, long distance calls to clarify ambiguities, etc.
7e. Payment method.
Services lasting over 21 days will be invoiced 50% on commencement and 50% on completion. Services running under 21 days will be invoice in full on completion.
In the event that payment due has not been received at the agreed time, an administration charge of €50 will be applied after 60 days and a further €50 after 90 days. For foreign currencies the exchange rate will be taken from Barclays Bank on the appropriate day.
Failure to pay any invoice in accordance with the above terms, or other terms specified in the Contract, shall entitle PangeaMT to suspend further work both on the same order, and on any other order from you, without prejudice to any other right we may have.
PangeaMT reserves the right to charge interest on overdue accounts. The interest shall be calculated daily on the amount outstanding at the rate of 8% above the published base rate of the European Central Bank.
8. Client’s liability and responsibility
Clients warrant and must ensure that the work to be undertaken and that is submitted to PangeaMT shall not contain any obscene, blasphemous or libelous materials and shall not infringe the Intellectual Property Rights of any other third parties either directly or indirectly.
Unless otherwise agreed between the parties, the client (which for the purposes of this clause includes any of the client’s associated companies) shall not, for a period of two years after termination of the contract, either directly or indirectly, on the client’s account or through another person, firm or company or any other third party, solicit, employ, endeavor to entice away from PangeaMT or use the services of an employee of PangeaMT, of a translator, subcontractor, any type of vendor like interpreter, programmer or operator, etc., who has been entrusted with the client’s work by PangeaMT as an employee or contracted as a vendor or subcontractor to provide services and / or translations to you as the client. In the event of the client breaching this clause, the client agrees to pay PangeaMT either an amount equal to the aggregate remuneration paid by PangeaMT to that person, whether staff employee or external vendor, for the year immediately prior to the date on which you employed or used the person’s services, or the mean annual average of a salary of a PangeaMT employee in a similar position plus a breach fine of 25%, whichever is highest.
The client agrees, upon demand, to indemnify PangeaMT (which for the purposes of this clause includes our employees, agents and subcontractors), and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature are suffered by PangeaMT to the extent that the same are caused by or related to:
The use or possession by our company of any originals or materials provided by you as a client related to the provision of the services, including the breach of any Intellectual Property Rights of any third party in or to any such originals or materials.
The processing by PangeaMT of any data in the provision of the Services as anticipated by clause dealing with the Spanish Data Protection Law 15/1999 dated 13th December.
Any breach of the law within the territory of the European Union or the country or countries where our services are used, in any form or format, whether in print, in digital form or website
Any breach of warranty given by you in this clause.
Any other breach by you of these Terms and Conditions.
Should the client require PangeaMT to provide services at the client’s premises, or any other premises, the client shall:
Assign members of staff with suitable skill and experience to be responsible for our activities;
Provide appropriate insurance cover to all PangeaMT personnel or personnel working for PangeaMT or representing our company;
Provide access to premises, interpretation systems and other facilities which may be reasonably required by us.
Provide such information as may be required by PangeaMT to carry out the services and ensure all such information is correct and accurate.
Ensure that all necessary safety and security precautions are in place at your premise
PangeaMT shall be entitled to charge you for any additional costs and expenses which we may incur as a result of any hazardous conditions or material encountered at your premises.
We shall not be obliged to continue to perform the services where we consider, at our sole discretion, that it would constitute a breach of warranty given by you, force us to incur in a breach by us or when it may constitute an illegal act or a safety hazard.
9. Data Protection
The parties shall endeavor to comply with the data protection requirements of their respective agencies, in particular Spanish Data Protection Law 15/1999, 13th December. Furthermore, each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all times comply with relevant provisions of Data Protection Law of the country where it is located.
PangeaMT acknowledges that if it is required to process any data in the course of provision of the services, our company shall do so only following the client’s instructions.
Unless otherwise agreed by PangeaMT, the client (which for the purposes of this clause includes any of the client’s associates and affiliates) shall not, for a period of two years after termination of the contract, either directly or indirectly, on the client’s account or through another person, firm or company or any other third party, solicit, employ, endeavor to entice away from PangeaMT or use the services of an employee of PangeaMT, of a translator, subcontractor, any type of vendor like interpreter, programmer or operator, etc., who has been entrusted with the client’s work by PangeaMT as an employee or contracted as a vendor or subcontractor to provide services and / or translations to you as the client. In the event of the client breaching this clause, the client agrees to pay PangeaMT either an amount equal to the aggregate remuneration paid by PangeaMT to that person, whether staff employee or external vendor, for the year immediately prior to the date on which you employed or used the person’s services, or the mean annual average of a salary of a PangeaMT employee in a similar position plus a breach fine of 25%, whichever is highest.
This clause shall not apply where the customer has an existing relationship before contract start-date.
10 – Applicable Law and Arbitration
Our Terms and Conditions are governed by the laws of the European Union and specifically the territory of Spain. Any discrepancy will be put under the law of the Courts of Justice of the Valencian Autonomous Region, City of Valencia.
11 – Modifications to the Content
Any modification to PangeaMT’s Terms and Conditions will be published and dated accordingly on this website and it will come into force immediately.
Date of Last Update: 1st August, 2014
Date of First Publication: October, 2009