1. Definitions
1. “You” means you as an individual, or if applicable, the company or other legal entity you
represent.
2. “Users” means visitors to this website or the Service who are not registered users.
3. “Service Buyers” means visitors who are also registered users of the Service.
4. “Novatia Translations” means Novatia Translations Limited. or the Subsidiary and/or
fellow subsidiary that sells or licenses the Product and services and/or Third Party Product
concerned to Customer.
5. “We” means Novatia Translations, as set forth in clause 1.4.
6. “Service Providers” means third parties who engage with Novatia Translations and
Customer to provide content translation services as contractors of Novatia Translations
(not employees).
7. “Service” means all the Novatia Translations.com websites, services, apps, and related
technology, and the translation services provided in connection with the foregoing.
8. “Orders” means any order for Services created by a Customer, and accepted by Novatia
Translations via an acknowledgement in the Platform, email or otherwise in writing.
9. “Client Materials” means the source content for translation by the Service, and any
guidelines, glossary and other materials provided by Customer.
10. “Translated Works” means the content translated from the Client Materials.
11. “Website” means Novatia Translation’s online portal, emails and platform where you can
access your Novatia Translation Account, initiate Orders and access the Service.
12. “Agreement” means these Novatia Translations Terms of Service and any policies,
guidelines, or other documents referenced herein.
13. “Material Breach” means, with respect to a given breach,that a reasonable person in the
position of the non-breaching party would wish to terminate this agreement because of
that breach.
14. “Translation Memory” means a database that stores “segments”, which can be sentences,
paragraphs or sentence-like units (headings, titles or elements in a list) that have
previously been translated, in order to aid human translators.
2. Introduction
Use of this Website and its Services signifies the acceptance of the following Terms and
Conditions. If you do not agree with these Terms and Conditions, please do not provide Novatia
Translations with any information and do not use Novatia Translations Services or this Website.
Your continued use of Novatia Translations Services or this Website in light of changes to this
statement or to the relevant principles will signify your acceptance of the changes.
1. This is a legal Agreement between you and Novatia Translations, which will apply to you
in respect of any and all Services offered by or acquired from the Novatia Translations
Website. This Agreement sets forth the Terms and Conditions governing the access and
use of our Website.
2. This Agreement may be changed at any time by the Owner. It is the sole responsibility of
the User to check, from time to time, the current version of the Agreement. The User
waives any claim regarding this issue.
3. License To Use Website
1. Age Restrictions:
1. Use of the Services is strictly prohibited to minors or any person under the legal
age in his or her country and prohibited to any person under the age of 18. If you
misrepresent your age, your registration as a Member will be cancelled. By using
the Website, you confirm and guarantee that you meet age restrictions
requirement.
2. Other Restrictions: In connection with using or accessing the Services you will not:
1. use our Services if you are not able to form legally binding contracts (for example
if you are under 18), or are temporarily or indefinitely suspended from using our
sites, services, applications or tools;
2. fail to pay for services purchased by you, unless you have a valid reason as set out
in an Novatia Translations policy;
3. fail to deliver an obligation assigned to you, unless you have a valid reason as set
out in an Novatia Translations Translations policy;
4. manipulate the price, word\ page count or field of expertise of any document or
interfere with any other user’s listings;
5. take any action that may undermine the feedback or ratings systems;
6. distribute or post spam, unsolicited or bulk electronic communications, chain
letters, or pyramid schemes;
7. use any robot, spider, scraper, or other automated means to access our Services
for any purpose;
8. bypass our robot exclusion headers, interfere with the working of our Services, or
impose an unreasonable or disproportionately large load on our infrastructure;
9. commercialize any Novatia Translations application or any information or
software associated with such application;
10. harvest or otherwise collect information about users without their consent; or
11. circumvent any technical measures we use to provide the Services.
4. Member/User Responsibilities And Warranties
1. As A User:
1. You will only use the Website and the Services in a manner that is accepted and
legal according to all applicable laws and regulations.
2. You will adhere to our acceptable use policies and all other Terms and Conditions
relating to your usage of the Services in respect of the Website, and will not
transmit junk messages, advertisements or any type of solicitation whatsoever of
any products or Services to any other Members of the Website.
3. You are strictly prohibited from negotiating or attempting to negotiate the fee for
a project with another Member directly or indirectly, whether inside or outside
of Novatia Translations Website, prior, during and/or following the creation,
progress and delivery of a service. This also applies to any project that was closed
without translation results delivered by the Service Provider. We believe our
commissions are very fair and justified for the Services we provide, therefore we
will absolutely not tolerate any of this activity on Novatia Translations.
4. You will not in any way copy, modify, publish, transmit, display, sell, distribute or
reproduce copyrighted material, trademarks or other protected proprietary
information without the express written consent of the Owner of such materials.
5. By posting information or content to any public area of the Services, you
automatically grant, and you represent and warrant that you have the right to
grant the Owner and other Members an irrevocable, perpetual, non-exclusive,
fully-paid, worldwide license to use, copy, perform, display and distribute such
information and content and to prepare derivative works of, or incorporate into
other works, such information and content, and to grant and authorize
sublicenses of the foregoing.
6. Your use of the Services is strictly at your own risk and you are solely responsible
for your contact, whether it be written, verbal or in person, with any other
Member/User of the Website. The Owner and its officers, directors, employees,
agents, affiliates and third parties assume no responsibility whatsoever for harm
that may come to you as a result of your contact (of any form) with any other
Member/User of the Website (including but not limited to emotional, verbal and
physical abuse or assault).
7. You will not communicate, publish or display to any other Member/User any form
of defamatory, slanderous, offensive, inaccurate, abusive, profane, obscene,
sexually offensive, threatening, harassing, racial, or illegal material, including but
not limited to nude photos of yourself or others, pornographic photos or images
and any other type of unlawful or unacceptable material, as decided by the
Owner. The Owner reserves the right to remove any such material from the
Website without notice.
8. You will not engage in, and the Owner is not be responsible for, any form of
harassment, offensive or abusive behavior of any kind whatsoever that may be
harmful to any other Member/User of the Website (including but not limited to
physical and emotional damage).
9. You will not use the Website, Services or your profile for any purpose other than
translation, transcription or proofreading Services, or any other services provided
by Novatia Translations Translation.
10. Illegal and/or unauthorized uses of the Website, including collecting Usernames
and/or email addresses of Members by electronic or other means for the purpose
of sending unsolicited email, forwarding commercial or other offers to other
Members by this Website or by email or other means external to the Website,
and unauthorized framing of or linking to the Website will be investigated, and
appropriate legal action will be take
11. In order to protect our Members/Users from improper advertising, solicitation
and other inappropriate uses, and to maintain usage integrity on the Website, we
reserve the right to restrict access by all Members to all or certain elements of
the Services on a per-action basis, such levels to be determined in our sole
discretion from time to time, whether determined in respect of a 24 hours period
or otherwise.
12. You agree that we reserve the right change any of the Terms, rights, obligations,
privileges or institute new charges for access to or continued use of Services at
any time, with or without providing such notice as the Website may determine
appropriate. All changes will be posted online or may be emailed to you at the
Owner’s discretion, and you are responsible for reviewing the information and
Terms of usage as may be posted regularly to obtain timely notice of such
changes. Continued use of the Services or non-termination of your Membership
after changes are posted or emailed constitutes your acceptance or deemed
acceptance of the Terms as modified, regardless of whether the notice or email
was successfully received, read, or lost during transmission.
13. You will defend, indemnify, and hold harmless the Owner, its officers, directors,
employees, agents, affiliates and third parties, for any losses, costs, liabilities and
expenses (including reasonable attorney’s fees on a solicitor and his own client
basis) relating to or arising out of your use of the Website or Services, including
any breach by you of the Terms of this Agreement or other Terms and Conditions
posted on the Website from time to time.
14. Please note you may be involuntarily exposed to offensive or obscene materials
that may have been posted by Members/Users, hackers or unauthorized Users
from time to time. Please note that it is possible for others to obtain your personal
information and use it to engage in an action that may be harmful to you or injure
you. The Owner is not responsible for the use of any personal information that
you choose to display, publish or distribute to other Members/Users.
15. The Owner reserves the right but has no obligation, whether on the basis of
complaints or on its own initiative, to monitor any messaging or other activity and
the materials posted in the public areas of the Website, and to review usage,
activity or the content of any messages, materials or other interchanges which
are otherwise posted, sent or transmitted via the Website.
16. The Owner shall have the right in its sole discretion to remove any material or
profiles, regardless of whether the Owner determines that such materials or
profiles violate, or are alleged to violate, the law or this Agreement.
17. Notwithstanding the foregoing, the Owner does not undertake to monitor,
control or edit any communications between its Members, and such
communications may be offensive to you. You assume full responsibility and you
assume all risk for the use of the Services, and you are solely responsible for
evaluating the accuracy, completeness, and usefulness of all Services, products,
communications, and other information.
18. All communications between Members are at the Members/Users ‘s sole control
and risk.
19. In no event the Owner or its affiliates will be liable for any incidental,
consequential, or indirect damages (including, but not limited to, any deaths,
threats, torts or injuries committed by any other Users, damages for loss of data,
loss of programs, cost of service interruptions or procurement of substitute
Services) directly or indirectly arising out of the use or inability to use the Services,
even if the Owner, his agents or representatives know or have been advised of
the possibility of such damages. notwithstanding anything to the contrary
contained herein, the liability to you by the Owner, its affiliates, for any cause
whatsoever, and regardless of the form of the action, will at all times be limited
to the amount paid, if any, by you for the Services during the term of
Membership.
20. Under no circumstances will the Owner, or its affiliates be responsible for any loss
or damage resulting from your use of the Website, your reliance on information
or other content posted on the Website, or transmitted to Members.
21. You will not use any automated collection mechanism or any manual process to
monitor or copy the web pages comprising the Novatia Translations Website or
the content contained therein without the prior written permission of the Owner.
22. You will not create multiple User accounts to avoid fees, suspension or bad ratings
on Novatia Translations.
23. You will not contact Users or Members or freelance translators or translation
companies through our Website or through information gained from our Website
with the intent of subverting them from using our Services.
2. As A Service Provider:
1. Without prejudice to any of the aforesaid, and any responsibility as a User of One
Novatia Translations Website, you are obligated to follow TRANSLATORS
GUIDELINES and Novatia Translations Quality Standard.
2. You will not redistribute any of the content (information) on Novatia Translations,
including but not necessary limited to text submitted by Service Buyers, the
translated results, private messages, documents.
5. Limitations Of Liability
1. YOU EXPRESSLY AGREE THAT YOU USE THE SERVICES AT YOUR SOLE RISK. NEITHER ONE
NOVATIA TRANSLATIONS OR ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE
EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT
THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOT DO THEY MAKE
ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE
SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION,
SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICES. THE SERVICES ARE
PROVIDED ON AN “AS IS” BASIS: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONE
NOVATIA TRANSLATIONS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES
EXPRESS OR IMPLIED, WITH RESPECT TO ANY INFORMATION, SERVICES, PRODUCTS,
AND MATERIALS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT,
FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION,
NOVATIA TRANSLATIONS DOES NOT REPRESENT OR WARRANT THAT THE
INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE, OR CURRENT. WE
ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS REGARDLESS OF SOURCE. THIS
DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY
FAILURE OR PERFORMANCE, ERROR, COMMISSION, INTERRUPTION, UNAUTHORIZED
ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF
CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER CONDUCT OF OTHER USERS
OR THIRD-PARTIES AND THAT THE RISK OF INJURY OR HARM FROM THE FOREGOING
RESTS ENTIRELY WITH YOU.
2. NOVATIA TRANSLATIONS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECULATIVE DAMAGES, OR DAMAGES OF ANY KIND ARISING FROM: (A) THE USE OF
THE SERVICE; (B) OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES; (C) OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR
OTHERWISE OBTAINED OR RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR
FROM THE SERVICE; (D) OR RESULTING FROM UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR TRANSMISSION OF DATA, INCLUDING WITHOUT LIMITING THE
FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, REGARDLESS
WHETHER THERE WAS ANY ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH
DAMAGES.
3. NOVATIA TRANSLATIONS LIMITED SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECULATIVE DAMAGES, OR DAMAGES OF ANY KIND ARISING FROM INTERRUPTION,
SUSPENSION OR TERMINATION OF SERVICE, INCLUDING, WITHOUT LIMITING THE
FOREGOING, CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, WHETHER SUCH
INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT
OR INTENTIONAL, INADVERTENT OR ADVERTENT, REGARDLESS WHETHER THERE WAS
ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.
6. Exceptions
1. Notwithstanding any other provision of this Agreement, the limits of liability set forth in
this section 6 and otherwise in this agreement shall not apply upon the a direct
instruction, order or request from Novatia Translations or Novatia Translations’ official
agent, on an individual, Case by case basis.
7. Reasonableness
1. The parties hereto required to use all reasonable endeavors to ensure fulfillment of this
Agreement.
2. No party hereto, in using its reasonable endeavors whenever required by this Agreement,
shall be thereby required to act contrary to any law or contractual provision then in effect
which is binding upon it.
8. Indemnity
1. You hereby agree that once the Translated Text is submitted to You, the respective
portion of the Translation Package shall be considered exploited and shall become nonredeemable,
regardless of the quality of the Translated Text forwarded to you.
2. Novatia Translations may, by its sole discretion, redeem funds to User’s account or
directly refund the User upon a failure to deliver the service in an adequate manner, with
accordance to the Novatia Translations Quality Standard.
9. Breaches Of These Terms And Conditions
1. If either party commits a Material Breach of its obligations under this agreement, the
other party may terminate this agreement by giving the breaching party at least one day’s
prior notice, except that any such notice will not result in termination if the breaching
party cures that breach before the one-day period elapses.
2. In the event of a Material Breach of the obligations under this agreement by Service
Providers, Service Buyers and other Users, Novatia Translations entitled, permitted and
authorized, in advance and without prior notice, to suspend, impound and abolish funds
transfers, conversions, withdrawal and transactions into, out of and within the Website,
until full investigation of the matter and resolution by Novatia Translations.
10. Variation
1. This Agreement, which includes the Appendices hereto, is the only agreement between
the parties relating to the subject matter hereof. It can only be amended by a written
document which (i) specifically refers to the provision of this Agreement to be amended
and (ii) is signed by both Parties.
11. Assignment
1. User may not assign, directly or indirectly, all or part of its rights or obligations under this
Agreement without the prior written consent of the Novatia Translations.
2. User may not sublicense, assign or transfer this license or the Licensed Program. Any
attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder
is void.
12. Severability
1. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of
being enforced, such term shall be excluded to the extent of such invalidity or
unenforceability; all other terms hereof shall remain in full force and effect; and, to the
extent permitted and possible, the invalid or unenforceable term shall be deemed
replaced by a term that is valid and enforceable and that comes closest to expressing the
intention of such invalid or unenforceable term. If application of this Severability
provision should materially and adversely affect the economic substance of the
transactions contemplated hereby, the Party adversely impacted shall be entitled to
compensation for such adverse impact, provided the reason for the invalidity or
unenforceability of a term is not due to serious misconduct by the Party seeking such
compensation.
14. Entire Agreement
1. This Agreement constitutes the entire agreement of the parties relating to the subject
matter addressed in this Agreement. This Agreement supersedes all prior
communications, contracts, or agreements between the parties with respect to the
subject matter addressed in this Agreement, whether oral or written.
2. This Agreement may only be amended with the express consent of the Owner. Unless
otherwise explicitly stated, the Terms will survive termination of your Membership to the
Services. If any provision of this Agreement is held invalid, the remainder of this
Agreement shall continue in full force and effect.
15. Law And Jurisdiction
1. This Agreement shall be governed by and construed in accordance with the laws of the
Nigeria, without regard to its rules of conflict of laws.
2. Any disputes or legal proceedings arising out of or relating to this Agreement shall at the
Owner’s election be determined via arbitration under the jurisdiction of Nigeria (pursuant
to the arbitration laws), or in the courts of Abuja and Lagos, Nigeria.
16. Non-Disclosure Agreement
The following Non-Disclosure Agreement is between Service Providers and Novatia Translations Limited
1. You agree to keep all information – including but not limited to customer data, source
text, content, source files, prices, agreed terms and the translation itself – secret both
during the translation project duration and following its termination. This applies also to
the existence and contents of this Agreement.
2. How you obtain the information is of no consequence. The obligation to observe secrecy
applies to all information acquired in the course of the translation project duration, by
happenstance, or in the course of some other activity within the scope of the working
relationship.
3. Care shall be taken in particular to ensure that the aforementioned data and information
are not seen or disclosed by employees, freelancers, other third parties, or family
members. You are liable for all damages arising from breach of the obligation to observe
secrecy, as well as for his/her own negligence.
4. If it is necessary that you enter into direct contact with a customer of One Hour
Translation, you agree to keep confidential all such terms and other internal business
information as exist between One Hour Translation and you. You shall act in behalf of One
Hour Translation whenever he/she is in contact with a customer of Novatia Translations.
5. This obligation applies in particular to “Translation memories” (TMs) and glossaries
provided by One Hour Translation or the customer of Novatia Translations. Novatia
Translations provides TMs and glossaries for use exclusively by you. The TMs and
glossaries may be used only for orders placed by Novatia Translations or its customer. The
TMs and glossaries shall not be disclosed in full or in part to third parties in any way,
irrespective of whether the TM or glossary is provided free of charge or for a fee. Third
parties shall not be provided with or granted knowledge of any or all of the contents or
structure of the TMs and glossaries. TMs and glossaries supplied by Novatia Translations
or its customer shall be deleted following termination of the relationship with Novatia
Translations (or with the end customer). Any changes shall be reconciled with Novatia
Translations and shall be added to the TM or glossary only with the consent of Novatia
Translations.
6. Should there be any doubt as to the confidentiality of information, you agree to consult
Novatia Translations for clarification. If clarification cannot be obtained, it shall always be
assumed that data or information are confidential.
7. This Agreement does not apply to information that is already known, that is public, or
that has been disclosed by third parties without a breach of confidentiality. It also does
not apply to information that must be disclosed owing to legal provisions, final court
decisions, or official directives. Insofar as legally permitted, however, you, if required to
make disclosure, shall inform Novatia Translations of the disclosure in advance or without
undue delay, and shall make every effort to prevent the information from becoming
generally known and to enter into an appropriate confidentiality agreement.
8. All confidential information and its embodiments remain the property of One Hour T
Novatia Translations’ Customers and shall be returned, whether requested or not, at the
end of the translation project duration or if preliminary business discussions with a
customer (“Pilot Projects”) do not result in an order. At the same time, retention, copying,
and all forms of duplication of documents, data media, or other copies are forbidden.
17. These Website Terms And Conditions
1. All components of this Terms and Conditions Agreement and the Privacy Policy, shall be
read together and construed, to the fullest extent possible, to be in concert with each
other. To the extent that they cannot be so construed, then in the event of any direct
conflict between this Terms and Conditions Agreement and the other agreements, this
Terms and Conditions Agreement will prevail. In the event of a direct conflict between
this Terms and Conditions Agreement and the Privacy Policy, the Privacy Policy will
prevail.
2. This Agreement may only be amended with the express consent of the Owner. Unless
otherwise explicitly stated, the Terms will survive termination of your Membership to the
Services. If any provision of this Agreement is held invalid, the remainder of this
Agreement shall continue in full force and effect.
3. Your profile information, as well as your photo, may be displayed to other Users of the
Website. If you post personally identifiable information in areas of the Website accessible
to other Users, you should be aware that such information can be read, collected, or used
by other Users, and could be used improperly (including for example to send you
unsolicited messages). We are not responsible for the personally identifiable information
you choose to submit in these Website areas or for any damage that can be done as a
consequence.