SANTRANSLATE (M) SDN. BHD.

TERMS AND CONDITIONS OF BUSINESS

SanTranslate (M) Sdn. Bhd. [Company No.: 1183004A] Suite 1706, 17th Floor, Plaza Permata,
No. 6, Jalan Kampar,
50400 Kuala Lumpur, Malaysia.

These Terms and Conditions govern the provision of translation, localisation, interpretation, transcription, editing, proofreading, and related language services supplied by SanTranslate (M) Sdn. Bhd. (“SanTranslate”) to its Customers.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, unless the context otherwise requires:

“Customer” means any individual, company, organisation, or entity purchasing Services from SanTranslate.

“Quotation” means any quotation, proposal, invoice, email confirmation, purchase order, or document issued by SanTranslate describing the Services, fees, delivery schedule, or other relevant terms.

“Price” means the fees payable for the Services as stated in the relevant Quotation or Invoice.

“Services” means translation, localisation, interpretation, editing, proofreading, transcription, language consultancy, or related services supplied by SanTranslate.

“Terms” means these Terms and Conditions of Business.

1.2 Any amendment to these Terms shall only be valid if agreed in writing by both parties.

1.3 SanTranslate reserves the right to correct any typographical, clerical, or technical errors appearing in any quotation, invoice, correspondence, or marketing material without liability.

1.4 In the event of any inconsistency between these Terms and a Quotation, the Quotation shall prevail.

2. APPOINTMENT

2.1 The Customer appoints SanTranslate to provide the Services described in the relevant Quotation or Order confirmation.

2.2 These Terms apply to all Services supplied by SanTranslate unless otherwise agreed in writing.

3. SERVICES

3.1 The scope, description, delivery schedule, and pricing of the Services shall be set out in the relevant Quotation.

3.2 The Customer is responsible for ensuring that the Services ordered are suitable for its requirements.

3.3 The Customer shall provide all documents, instructions, terminology, reference materials, and information reasonably required for the performance of the Services.

3.4 Any delivery timeline affected by delays or omissions by the Customer shall be automatically extended accordingly.

3.5 SanTranslate reserves the right to make reasonable operational or technical adjustments to the Services provided that such changes do not materially affect quality.

4. QUALITY

4.1 SanTranslate shall perform the Services with reasonable skill, care, and professional standards consistent with the translation and language services industry.

4.2 Where the Customer provides terminology, stylistic instructions, samples, or specifications, SanTranslate shall use reasonable efforts to follow them.

4.3 Unless otherwise agreed in writing, the Services are supplied for general informational and communication purposes only.

4.4 The Customer remains responsible for verifying the suitability of the Services for any legal, regulatory, technical, medical, financial, or specialist purpose.

5. DELIVERY

5.1 Delivery dates are estimates only unless expressly agreed otherwise in writing.

5.2 Services may be delivered electronically by email, cloud transfer, client portal, or other agreed method.

5.3 SanTranslate shall not be liable for delays caused by events outside its reasonable control, including delays arising from incomplete instructions or materials supplied by the Customer.

6. REVIEW AND AMENDMENTS

6.1 Unless otherwise agreed, the Customer shall notify SanTranslate of any queries or requested amendments within thirty (30) days of delivery.

6.2 SanTranslate shall, at its discretion, correct any reasonable issues relating to the Services without additional charge.

6.3 Requests submitted after the review period or requests involving changes in scope, style, terminology, or instructions may be subject to additional fees.

7. PRICE AND PAYMENT

7.1 SanTranslate shall invoice the Customer in accordance with the Quotation or upon delivery of the Services.

7.2 Unless otherwise agreed in writing, invoices shall be payable within the period stated on the Invoice.

7.3 All prices are exclusive of Sales and Service Tax (SST) or other applicable taxes unless otherwise stated.

7.4 If payment is overdue, SanTranslate reserves the right to charge late payment interest at the rate of 1.5% per month calculated daily until payment is received in full.

7.5 SanTranslate reserves the right to suspend ongoing or future Services where invoices remain overdue.

7.6 Any bank charges, intermediary charges, or currency conversion costs relating to international payments shall be borne by the Customer.

8. ACCEPTANCE

8.1 The Services shall be deemed accepted unless the Customer provides written notice of material issues within twenty-eight (28) days of delivery.

8.2 Minor stylistic differences or subjective preferences shall not constitute rejection of the Services.

9. VARIATIONS

9.1 Any changes to the scope of the Services requested by the Customer may result in revised pricing, delivery schedules, or both.

9.2 SanTranslate shall notify the Customer of any material adjustment before proceeding where reasonably practicable.

10. CONFIDENTIALITY

10.1 Each party shall keep confidential all non-public commercial, technical, financial, and business information received from the other party.

10.2 Confidential information may only be disclosed:
(a) where required by law;
(b) to professional advisers; or
(c) with prior written consent.

10.3 This obligation shall survive termination of these Terms.

11. INTELLECTUAL PROPERTY

11.1 All intellectual property rights in the translated or created materials shall remain vested in SanTranslate until full payment has been received.

11.2 Upon full payment, the Customer shall receive a non-exclusive licence to use the deliverables for their intended purpose.

12. COPYRIGHT AND CUSTOMER MATERIALS

12.1 The Customer warrants that it has obtained all necessary rights, licences, and permissions for any material submitted to SanTranslate.

12.2 The Customer shall indemnify SanTranslate against claims arising from copyright infringement or unlawful content supplied by the Customer.

13. LIMITATION OF LIABILITY

13.1 SanTranslate shall perform the Services with reasonable professional care and skill.

13.2 To the fullest extent permitted by law, SanTranslate shall not be liable for:
(a) indirect or consequential losses;
(b) loss of profit;
(c) loss of revenue;
(d) loss of goodwill; or
(e) business interruption.

13.3 The total liability of SanTranslate arising out of any claim relating to the Services shall not exceed the amount paid by the Customer for the relevant Services.

13.4 Nothing in these Terms excludes liability for fraud, wilful misconduct, or any liability which cannot lawfully be excluded under Malaysian law.

14. CANCELLATION

14.1 Once work has commenced, cancellation by the Customer may result in charges for work already completed, work in progress, committed resources, or administrative costs.

14.2 Deposits and advance payments are generally non-refundable unless otherwise agreed in writing.

15. TERMINATION

15.1 Either party may terminate these Terms immediately by written notice if the other party:
(a) commits a material breach and fails to remedy it within fourteen (14) days;
(b) becomes insolvent;
(c) enters liquidation, receivership, judicial management, or similar insolvency proceedings; or
(d) ceases business operations.

15.2 Termination shall not affect accrued rights or outstanding payment obligations.

16. FORCE MAJEURE

16.1 Neither party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, internet failures, governmental actions, labour disputes, pandemics, or power outages.

17. GENERAL

17.1 These Terms constitute the entire agreement between the parties.

17.2 No partnership, employment, or agency relationship is created between the parties.

17.3 Notices may be delivered by email, courier, registered post, or personal delivery.

17.4 If any provision is found invalid or unenforceable, the remaining provisions shall remain in effect.

17.5 These Terms shall be governed by and construed in accordance with the laws of Malaysia.

17.6 The parties submit to the exclusive jurisdiction of the courts of Malaysia.

17.7 In the event of translation into another language, the English version shall prevail.