Limited Liability Company “Bakalinskiy and Partners. Innovation Projects”, represented by General Manager Bakalinskiy V.A., acting according to the Regulations, referred to as “Executor”, of the other part,
At the mention of the both parties it is agreed as follows:
SUBJECT OF THE AGREEMENT
According to the Agreement Executor is obliged by the order of Client (“Order” hereafter) to render translation services (“Services” hereinafter) and Client is obliged to make payment to Executor for services rendered in compliance with the provisions of this Agreement.
1.2. Type, scope, language, terms and over significant terms of every Order are considered agreed between Client and Executor in free format (incl. verbal, by the phone or via e-mail) and then shall be indicated in Technical Specifications being integral supplements of this Agreement.
RIGHTS AND OBLIGATIONS OF THE PARTIES
According to the Agreement Executor undertakes to:
accept Orders from the Executor in any form (by e-mail, fax or otherwise) and process them as quick as possible;
ensure execution of every Order with proper quality, in full and within the set terms as well as timely transfer of the result to the Client;
ensure immediate elimination of all drawbacks (defects) revealed by the Client in the Executor’s results;
submit complete and timely information about progress of the Order as soon as possible upon the Client’s request;
when needed, at the expenses of the Client and through involved third parties ensure delivery (courier service, Russian Post, DHL EXPRESS, etc.) of the results of fulfilled Order to the Client.
The Client undertakes hereunder to
2.2.1. timely submit to the Executor all reliable information and materials required for execution of the Client’s order under this Agreement;
2.2.2. if special terms are used, furnish to the Executor terminological vocabularies and/or special dictionaries;
2.2.3. pay remuneration to the Executor for services performed in compliance with every Order in the amount and order stipulated hereby;
2.2.4. accept from the Executor all services performed hereunder in the order stipulated by Clause 2.5.
2.3. If the Client fails to furnish a terminological vocabulary and/or special dictionary the Executor has right to apply to the Client for coordination of translation of certain terms and/or key to abbreviations. If the Client fails to give answer the Executor has right to use any translation at its discretion which can be found in any publicly available dictionaries. In this case the Executor has no right to make claims against the Executor in respect to terminological accuracy in translation of a term and/or key to abbreviation;
2.4. Relevant documentation (translation) worked out by the Executor upon the Client’s request hereunder shall be deemed property of the Client from signing of an acceptance-handover act by the parties and full payment of the Executor’s Services by the Client;
2.5. The Executor is obliged to submit to the Client an acceptance-handover act with description of performed services on the monthly basis not later than 5 (five) business days after the end of a relevant month. The Executor shall also indicate in such act aggregate cost of services performed in the relevant period. The Client is obliged to sign an acceptance—handover act, and in case of objections, to inform the Executor about them within 5 (five) business days from receipt of an acceptance-handover act. If the Client fails to sign an acceptance—handover act within the set terms or send a reasoned quality claim in writing, the Services shall be deemed accepted by the Client and such act – signed;
2.6. If the Client disagrees with quality of performed services, it shall within 3 (three) business days from services rendering send to the Executor a reasoned quality claim in respect to translation quality. Such claim shall contain clear and specific comments on translation quality as well as desired terms and ways of elimination of such defects. On the basis of the Client’s claim the Executor shall eliminate defects within the terms agreed by the parties. In this case the Client undertakes to sign an acceptance—handover act within 3 (three) business days from elimination of translation defects by the Executor;
2.7. In case of ex parte rejection of the Client from the services till completion of services rendering (translation completion) the Client undertakes to notify the Executor about such rejection in writing (including via e-mail). In this case the Client undertakes to pay for the Services actually rendered by the Executor by the moment of receipt of the Client’s written rejection. The Client undertakes in this case to accept the Services actually rendered by the Executor by the moment of receipt of the Client’s written rejection and sign the relevant acceptance—handover act;
2.8. The Executor has right for the purposes of the present Agreement to engage subcontractors and bear responsibility for their actions before the Client;
2.9. Executor has a right to retain the documentation subject to be transferred to Client or third party mentioned by Client in order to implement his claim according to the Agreement.
PROCEDURE OF SETTLEMENTS
The overall cost of Services under the Agreement is the total cost of services in compliance with Orders and bills agreed upon by Parties.
The cost of Services of each text translation Order is calculated according to the Price list (Schedule No 1) on the ground of the cost per standard page of original text of Order (hereinafter referred to as Page) that is 1800 (one thousand eight hundred) symbols including spaces. The cost of Services of each interpretation Order is calculated according to the Price list (Schedule No 1) on the ground of the cost per hour of the work of interpreter (hereinafter referred to as Hour). On condition that cost of services for Order changes in connection with its peculiarity the cost is agreed upon by Parties before the beginning of execution of the Order.
The fee is settled in rubles not including VAT (Executor is not VAT payer according to article 346.11 paragraph 2 of Internal Revenue Code of Russian Federation).
The Client shall pay the whole cost of rendered services within 3 (three) business days from signing of a services acceptance—handover act for the relevant month hereunder through transfer of funs to the Executor’s settlement account.
The cost of Services agreed upon by Parties and stated in the particular Order may change only under the agreement of Parties by force of signing an addendum to the corresponding Order by Parties.
The Parties are entitled to change the settlement procedure through agreement in the relevant Order.
LIABILITY UNDER THE AGREEMENT
In the event of non-compliance or improper execution by any Part of the obligation under the Agreement the Part is obliged to pay the inflicted damages to the other Part.
For the inopportune payment for the services of Executor Client pays to Executor the fine at the 0,1% rate of the outstanding amount per each day of delay but no more than 10% of the corresponding outstanding amount.
In the event of inopportune rendering of services Executor is obliged to pay to Client fine at the 0,1% rate of the outstanding amount per each day of delay but no more than 10% of the corresponding outstanding amount.
Fines mentioned in 4.1.1. of the Agreement are charged on the ground of and after receiving by Client a written claim from Executor.
Fines mentioned in 4.1.2. of the Agreement are charged on the ground of and after receiving by Executor a written claim from Client.
Financial liability of Executor is not to exceed the sum of the fee under the Agreement.
The Client shall under no circumstances be responsible for violation of copyrights, related and other rights taken place due to translation into another language and/or transfer of te[t materials from the Client to the Executor and/or from the Executor to the Client hereunder.
The Executor shall under no circumstances be responsible for reliability of information contained in the materials transferred by the Client for rendering of the Services and therefore in the result of services rendering.
FORCE MAJEURE
Parties are released from liability for partial or full non-compliance of obligation under the Agreement on condition that the non-compliance resulted from circumstances of insuperable force that arose after the Agreement was made as a result of unusual circumstances Parties were not able either to foresee or avert.
In the event of circumstances mentioned in 5.1 of the Agreement each Party is obliged to immediately inform the other Part in written form. The notification is to include the information about the character of the circumstance as well as official documents certifying the presence of the circumstances and if applicable describing their influence on execution of the obligations under the Agreement by the Party.
In case the Party do not submit or submit opportunely the notification mentioned in 5.2 of the Agreement the Party is obliged to compensate to the other Party sustained losses.
In case of the circumstance mentioned in 5.1 of the Agreement the term of performance of obligations under the Agreement is delayed according to the time during which the circumstances and their consequences are valid.
If the circumstances mentioned in 5.1 of the Agreement and their consequences are valid within more than two months Parties conduct additional negotiations to fix the acceptable alternative ways of execution of the Agreement.
CONFIDENTIALITY
The content of the Agreement, schedules, attachments to it, etc, as well as documentation transferred and worked out as part of Services according to the Agreement is confidential excluding the cases mentioned in the existing legislation.
Parties take all possible measures to guarantee that their employees and legal successors do not inform the third party about the details of the Agreement and attachments to it without other Party’s preliminary agreement.
The Executor shall ensure safety and confidentiality of materials and documents submitted by the Client as well as documentation (translation) worked out within the scope of services rendering under the Client’s order.
The conditions of confidentiality are with no limit in time.
SETTLEMENT OF A DISPUTE
All the disputes and disagreements between the Parties about the question not mentioned in the Agreement are to be settled by means of negotiations.
In case the matter of argument is not settled in the result of negotiations disputes are settled in the order fixed by existing legislation.
AMENDMENTS AND DISCHARGE OF THE AGREEMENT
The Agreement may be changed or discharged under written agreement between the Parties as well as in other cases specified by existing legislation and the Agreement.
Client has the right to refuse the execution of the Agreement at any time by means of submitting to Executor a written notification or by e-mail within 5 (five) calendar days.
Executor has the right to refuse the execution of the Agreement at any time by means of submitting to Client a written notification or by e-mail indicated in Section 10 of this Agreement within 5 (five) calendar days.
Executor is obliged to take measures required for safety of documentation received by Executor to implementation of the Agreement. The Client shall give instructions in respect to it within 5 (five) calendar days.
Executor refusing the Agreement (by reason of breach of the contract from the part of Client) has the right to receive the fee for the Services rendered before the discharge of the agreement as well as reimbursement of expenses sustained before the discharge of the agreement.
FINAL PROVISIONS
All other issues not mentioned in the Agreement are to be performed under the existing legislature of Russian Federation.
Any changes and amendments to the Agreement are valid on condition that they are performed in written form and signed by properly authorized representatives of the Parties.
All the notifications are considered performed properly in case they are submitted by registered letter, by e-mail, by telegraph, by fax or delivered directly to the post addresses of the Parties with receipt from the related officials for the notifications delivered.
The Agreement is valid till «__» ______ 200_. In case neither Party expressed their willingness to discharge the Agreement no later than a month before the due day the term of validity is extended for one more calendar year.
The Agreement enters into force since the moment Parties sign the Agreement and is valid until full implementation of assumed obligations by Parties.
The Agreement is written out in two copies of equal legal effect with a copy for each Party.
10. MAIL ADDRESSES AND BANKING DETAILS OF THE PARTIES
Executor:
Limited Liability Company
“Bakalinskiy and Partners. Innovative Projects”
Legal address: Russian Federation, 115597, Moscow, Yasenevaja str, 42, Building 1
Mailing address: Russian Federation, 109012, Moscow, Novaya sq, 10/2, office 206
TIN/KPP 7724571562/772401001
Settlement account: 40702810300090000072 at OAO “OTP Bank”, RCBIC 044525311
Correspondent account: 30101810000000000311,
All-Russia Classifier of Enterprises and Organizations code 29293885
e-mail: vab@itrex.ru
Phone: +7 (495) 276-0680, fax: +7 (495) 225-0096
General Manager
_________________/Bakalinskiy V.A.
Client:
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Приложение №1
к Договору №_____
от «__» _____ 200_ г. |
