Public Offer of an Agreement for provision of paid services (Hong Kong)
Hong Kong 01 October 2019
Published on the websitewww.allcorrectgames.com, this document is an official public offer of All Correct Language Solutions Limited, a Hong Kong private company limited by shares with certificate of incorporation number 1709390 with address at Suite D, 6/F., Ho Lee Commercial Building, 38 — 44 D’Aguilar Street, Central, Hong Kong, represented by its Director Demid Tishin, acting by virtue of the Articles of Association, hereinafter referred to as the “Contractor”.
In the event a legal entity or an individual accepts the Public Offer issued by the Contractor in accordance with Clauses 1, 2.1and 2.3 hereof, he/she accepts the conditions set forth below and becomes the Customer; acceptance of the Offer is tantamount to concluding an agreement, hereinafter referred to as the “Agreement”, on the terms set forth in the Offer. The Customer and the Contractor are hereinafter separately referred to as the “Party” and jointly referred to as the “Parties”.
The Customer agrees to carefully read the text of this Offer. If the Customer does not agree with all of its terms, the Customer shall not accept the Offer, and shall not send the Contractor the Order for provision of Services.
The Contractor has the right to unilaterally amend (update) this Public Offer of an Agreement, and the amendments shall become effective from the date of publication of the amended Public Offer on the Contractor’s website.
- Subject of Agreement
- The Contractor shall provide the Customer with services of translation, proofreading, software linguistic testing (Localization Quality Assurance, hereinafter referred to as the “LQA”), voiceover and related services (hereinafter referred to as the “Services”) in accordance with an order for provision of Services (hereinafter referred to as the “Order”), being an integral part hereof, with quality meeting the requirements of the Order as well as the minimum quality requirements specified in Clause 3.3 hereof.
- The Customer pays for the Services rendered pursuant to Article 4
- Rights and Obligations of the Parties
- The Customer undertakes:
- To send the Order to the Contractor by email or using other means ensuring proper receipt by the Contractor of such Order. The Order may be also expressed in a supplementary agreement or technical specifications for provision of Services in a hard copy signed by the Parties. The Order shall include:
- Name of the required type of Services (for example, “translation from English into Russian”).
- A list or description of the attached materials, including supplementary materials.
- Quality requirements:
- For Services of translation and proofreading – specific language variant of the target language (for example, “British English”), requirements to terminology, style, formatting and layout, cultural adaptation of the source content.
- For LQA Services – type of testing:
- UI testing: absence of text cropping, correct display of hidden text, correct formatting, layout, window / button position and size;
- standard testing: surface-level testing plus absence of text omissions / insertions, coherency, correct grammar, spelling and punctuation, observing regional standards, correct order of items in lists and menus, text replaced in graphic elements when necessary, reading fluency, style, absence of inappropriate slang.
- For Voiceover Services – requirements to actors’ voices, specific language variant of the voiced language (for example, “British English”), a maximum number of characters (roles) that can be voiced by one actor, peculiarities of characters’ speech, limitations to phrase duration if any.
- Period of provision of the Services, specifying dates of delivery of all relevant materials to the Customer and deadline for the order.
- Specific volume of Services, specifying units of measurement (for Services of LQA – provisory volume, which shall be adjusted at the delivery of Services).
- Name, position and contact details of the Customer’s responsible representative.
- Indication of any special requirements with respect to the procedure for providing Services and/or final materials, including target file format.
- Together with the Order, to submit materials to the Contractor necessary for him to provide the Services:
- For Services of translation and proofreading – full source content, and, if provided: glossary of terms, samples of existing translations (source and target content), translation memory databases, work instructions, style guides, manuals and reference materials.
- For LQA Services – software build on a data carrier, or web-link to the installation files, or account details for online-based software, full localization kit (lockit), access to the Customer’s bug tracking system (if any), license keys necessary to properly run the software and cheat codes facilitating completion of a video game (if any).
- For Voiceover Services – script (characters’ phrases with explanations), and, if possible: original audio files, screenshots or images of characters being voiced.
- To assist the Contractor to provide the Services by answering Contractor’s reasonable questions with regard to abbreviations, terminology and text fragments if Contractor was unable to interpret them clearly and their wrong interpretation may interfere with correct fulfillment by the text of its function.
- Upon receipt of results of Services from the Contractor, to immediately notify the Contractor about this by email, or by other means ensuring proper receipt by the Contractor of such notice.
- Within five (5) business days after receipt of results of Services from the Contractor, to accept them, or, if there are defects in the results of Services, to send a justified claim to the Contractor specifying the defects uncovered. If within five (5) business days such claim was not sent to the Contractor, the Services shall be deemed accepted by the Customer.
- The Customer has the right:
- If defects are found in the results of Services at any time after their acceptance, i.e. if there is a failure to meet the Customer’s requirements and minimum quality requirements of the translation specified in Clause 3.3hereof, to request that the Contractor remove the defects.
- To check on the procedure and quality of work performed by the Contractor without interfering with his activities.
- The Contractor undertakes:
- To assist the Customer in preparation of the Order, including:
- to make calculations with regard to the volume of Services;
- to make a list or description of materials specified in Clause 1.2 hereof;
- to calculate the price of Services pursuant to Clause 4 hereof.
- Immediately to notify the Customer about receipt and acceptance of the Order for execution or, if there are inconsistencies in the Customer’s and Contractor’s calculations of the volume of Services, or if it is not possible to render Services within the time period specified in the Order, to notify the Customer about his refusal to accept the Order by email or by other means ensuring proper receipt by the Customer of such notice. Receipt by the Customer of the Contractor’s notice about acceptance of the Order for execution shall be deemed consent of the Contractor to accept all terms and conditions of the Order.
- To render Services at a high professional level, i.e. within the deadline specified in the Order and with due quality meeting the requirements of the Order and the following minimum requirements as to quality of translation and proofreading:
- structure of the source text is preserved;
- there are no fragments that were not translated or random text insertions;
- in general, facts are translated correctly;
- numerical values, dates, tags and running values are translated correctly;
- there are no major orthographical and grammar mistakes, as well as consecutive space characters, tabulation characters and punctuation marks;
- execution of punctuation marks meets the rules of the target language;
- each opening parenthesis or quotation mark has relevant closing parenthesis or quotation mark;
- terminology of source materials is translated in accordance with publicly available standards, specialized glossaries and existing business practice, unless the Customer has submitted a glossary of terms to the Contractor;
- regional standards with regard to translation of mathematical symbols, monetary units, numerical and physical values are observed.
- To submit materials to the Customer in the same format as materials received from the Customer, unless otherwise instructed by the Customer.
- Upon complete provision of Services, to send the Customer the results of the Services, i.e. final materials, and immediately to notify the Customer about this by email or by other means ensuring proper receipt by the Customer of such notice.
- For Voiceover Services the results are audio files in the language indicated in the Order.
- For LQA Services the results is the report, which contains specific volume of Services in working hours (actual time spent on testing), list of errors in the software detected by the Contractor, with the indication of error type, place in software that is related to the error (intro, main menu, user help, game process etc.), actions leading to the error, error description and a screenshot of the error.
- The Contractor has the right:
- To receive full and timely payment from the Customer for Services provided hereunder and specified in the Order.
- To draw third parties into provision of the Services on Contractor’s own expense.
- To use the Customer’s logo and project titleprovided by the Customer after notification the Customer about this by email or by other means ensuring proper receipt by the Customer of such notice. Identify the Customer as its client in all its advertisingmaterials, including, but not limited to, websites, brochures, presentations, etc.
- Responsibility of the Parties
- In the event of delay in payment of Services by the Customer beyond the deadline, the Customer shall pay the Contractor a penalty in the amount of 0.5% of the amount of the remuneration for each day of delay, but not more than 10% of the amount of the remuneration.
- In the event of delay in provision of Services by the Contractor beyond the deadline, the amount of the remuneration of the Contractor shall be decreased by 0.5% for each day of delay, but not more than by 10% of the amount of the remuneration for Services.
- Payment of penalty shall not discharge the Parties from fulfillment of obligations in kind.
- Price and Payment Procedures
- The price of Services shall be calculated as the number of units of measurement of Services specified in the Order, which the Contractor accepted, multiplied by the price of one unit of measurement, and shall include compensation for the transfer of the intellectual property rights to the Customer. The price per unit of measurement, including the currency, shall be specified in the Order.
- Within five (5) business days of acceptance of the Services by the Customer, the Contractor shall send an invoice to the Customer.
- Parties agree that the Customer shall pay for Services using the payment details of the Contractor specified in the invoice and the consecutive number of the Order. The Customer shall pay in advance full amount of the Services stated in the Order within five (5) business days after acceptance of the Order and receipt of invoice by the Customer.
- The date of debiting of the Customer’s bank account shall be deemed the date of payment.
- The Services are exempt from VAT: the simplified tax regime shall be applied.
- The Customer shall pay full amount without deduction of any charges or taxes. The Customer is responsible for any Bank charges incurred for processing wire transfers.
- Procedures for Executing and Early Termination the Agreement
- This Agreement shall become effective upon its acceptance by the Customerand shall remain in effect until the Parties perform their obligations in full.
- This Agreement may be terminated at any time for no cause by either Party. However, if terminated by the Customer – it shall pay for the performed and approved Services provided until the date of the termination notice; if terminated by the Contractor, it shall finalize all its outstanding Services and obligations as of the date of the termination notice.
- Force Majeure
- The Parties shall not be liable for partial or full failure to fulfill their obligations hereunder if such failure was a consequence of force majeure circumstances that came into existence after execution hereof.
- For the purpose of this Agreement, force majeure circumstances shall, in particular, include fire, natural disasters, military actions of any character, epidemics, acts of legislative and executive authorities preventing fulfillment of obligations, changes in the emigration policy, as well as other circumstances deemed to be force majeure events.
- The Party that cannot fulfill his obligations hereunder shall give timely notification to the other Party about the occurrence and termination of the above circumstances within ten (10) calendar days. Untimely notification shall deprive the Party of the opportunity to refer to the occurrence of the force-majeure circumstances in the future.
- In the established cases, certificates issued by competent authorities shall be deemed proper evidence of the existence of the above circumstances and of their duration.
- Procedure for Resolving Disputes
- All disputes and disagreements with regard to quality of translations shall be resolved by means of amicable negotiations.
- Disputes and disagreements that may arise in the course of execution hereof that were not settled by means of amicable negotiations shall be settled according to the established judicial procedure in the court at the location of the Contractor. The legal costs and fees associated with any legal action will be awarded to the successful party.
- Confidential Information
- The Parties agree to keep confidential the following information, referred to as “Confidential Information”: any information which was disclosed or made available by the other Party, whether in oral, written, graphic, machine-readable form, or in any other form, and whether or not marked as “Proprietary”, “Confidential” or with any other similar legend., including any information of whatever nature concerning the organization structure, strategy, marketing plans, management techniques, key performance indicators, finances, assets, liabilities, know-how, proprietary software, tools, instructions, and training materials, business processes, affairs, dealings, transactions, customers, suppliers or employees of the other Party.
- The Parties agree to retain the Confidential Information in strict confidence, not to disclose or otherwise make available Confidential Information or any part thereof to a third party without the prior written consent of the other Party.
- The Parties agree to use Confidential Information only for rendering the Services in strict accordance with present Agreement.
- The Contractor shall disclose confidential information of the Customer to the third parties drawn into provision of the Services under Clause 4.2 hereof only on a need to know basis, i.e. only to the extent necessary for provision of Services, and only to those parties who have signed agreement to keep it confidential in the same manner as the Contractor under Article 9 hereof.
- Notwithstanding the foregoing, “Confidential Information” shall not include information which:
- is described in Clause 4.3 hereof; or
- can be demonstrated by documentation to have already been rightfully in the receiving Party’s possession prior to disclosure to it by the disclosing Party and was not acquired, directly or indirectly, from a third party under a continuing obligation of confidentiality; or
- at the time of disclosure hereunder is, or thereafter, becomes, through no fault or action of the receiving Party, part of the public domain; or
- is furnished to the receiving Party by a third party after the time of disclosure hereunder as a matter of right and without restriction on its disclosure; or
- can be demonstrated, in writing, to have been independently developed by employees or agents of the receiving Party who have not had access, direct or indirect, to the Confidential Information received from the disclosing Party; or
- is furnished to others by the disclosing Party without restriction on disclosure; or
- is disclosed to a third party with the written approval of the disclosing Party.
- The Parties shall treat Confidential Information as such during the whole term of this Agreement, plus one (1) year after its termination.
- Intellectual Property
- The exclusive intellectual property right to the results of Services rendered hereunder, except for the translation memory and terminology databases or glossaries produced by the Contractor as a side result of Services, shall be transferred to the Customer at the moment of acceptance by the Customer as indicated in Clause 1.5 hereof.
- The Contractor shall be the sole owner of all intellectual property rights to the translation memory and terminology databases or glossaries produced by the Contractor as a side result of Services.
- The Customer confirms that he has all the intellectual property rights required to transfer materials (subject matter of copyright) to the Contractor for the execution of this Contract, and guarantees that this such transfer, as well as any provisions of this Contract, does not infringe on the respective rights of the right holders.
- Final Provisions
- If a Party does not enforce its rights under the Agreement at a particular time, this will not constitute a waiver of its right to enforce the terms and conditions of the Agreement later.
- No failure of a Party to exercise any right or to insist upon strict compliance by the other Party with any obligation and no custom or practice of the Parties at variance with this Agreement shall constitute a waiver of the right of a Party to demand exact compliance. Waiver by one Party of any particular default by the other Party shall not affect or impair a Party’s rights in respect to any subsequent default of the same or of a different nature, nor shall any delay or omission of a Party to exercise any rights arising from such default affect or impair the rights of that Party as to such default or any subsequent default.
- If any covenant or other provision of this Agreement is invalid, illegal or incapable of being enforced by reason of any rule of law, administrative order, judicial decision or public policy, all other conditions and provisions shall remain in full force and effect. No covenant shall be deemed dependent upon any other covenant or provision unless so expressed in this Agreement.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- All messages and notices hereunder or in connection herewith shall be sent in writing, as well by email to the details indicated in Article 11
10.6. Messages and notices and electronic copies of payment documents sent by email shall be legally valid if they have necessary details undoubtedly identifying the sender and his expressed will.
- Orders shall be appendices hereto, shall be an integral part hereof and shall become effective (shall be legally binding upon the Parties) from the date of receipt by the Customer of a notice about acceptance of the Order for execution from the Contractor in accordance with Clause 3.2 hereof. Any such notice shall be deemed delivered when received.
- In all other matters not directly regulated by the Agreement, the Parties shall be guided by the current legislation of Hong Kong.
- The processing of personal data, such as the name, address, e-mail address, or telephone number of a data subject shall always be in line with the General Data Protection Regulation (GDPR), and in accordance with the country-specific data protection regulations applicable to the parties. It describes how this personal data must be collected, handled and stored to meet the company’s data protection standards — and to comply with the law. The Contractor’s GDPR policy is available here http://allcorrectgames.com/gdpr/.
- Addresses and Bank Details of Contractor
|Company name||ALL CORRECT LANGUAGE SOLUTIONS LIMITED|
|Company address||Suite D, 6/F., Ho Lee Commercial Building, 38 — 44 D’Aguilar Street, Central, Hong Kong|
|Beneficiary account number||048-895908-838|
|Beneficiary bank name||HSBC Hong Kong|
|Beneficiary bank address||1 Queen’s Road Central, Hong Kong|
|Seal, signature|| |