Terms and Conditions
1. TERMS OF SALE. These terms and conditions of sale (this “Agreement”) exclusively governs the sales of all services sold by Sajan to Client. If a Master Service Agreement is in place between Sajan and Client, the MSA shall govern.
2. SERVICES. Sajan shall provide Client with the Services in accordance with the terms and conditions set forth herein. Sajan may subcontract certain elements of the Services including but not limited to human language translation. In such event, Sajan shall be responsible for the overall delivery of the Services.
3. FEES AND EXPENSES. For the services performed, and if applicable, expenses incurred, the Client shall pay to Sajan the amount noted within the estimate or Statement of Work. Sajan shall bill on a per project basis fees and expenses described in the Statement of Work, and the Client agrees to pay proper invoices within 30 days of receipt thereof. Sajan reserves the right to invoice on a monthly basis for work completed to date. Invoices that are 30 days or more past due are subject to monthly finance charges of 1.5%.
4. CLIENT OBLIGATIONS AND CLIENT MATERIALS. Client will cooperate with Sajan in its performance of the Services and delivery of the Deliverables, including without limitation with respect to supplying all necessary information and materials as described in the applicable Statement of Work (the “Client Materials”), which shall be accurate, complete and timely. Client shall ensure that it has the right to provide all of the Client Materials to Sajan for purposes of performance of the Services and delivery of the Deliverables. Sajan assumes no risk or liability with respect to Client materials or any of their contents, including without limitation, with respect to accuracy, correctness, quality, legal compliance, disclosure or rights of third parties with respect to such materials. Client will respond promptly to any request from Sajan to provide direction, information, approvals, or decisions that are necessary for Sajan to perform the Services. If Sajan’s performance of its obligations is prevented or delayed by any act or omission of Client, Sajan shall not be deemed in breach of its obligations under this Agreement or any Statement of Work, and shall not be liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such failures.
5. LIMITED WARRANTY. Sajan warrants for a period of thirty (30) days from delivery of each Deliverable (the “Warranty Period”) that the Services have been performed in accordance with industry standards and that the Deliverable conforms with the description set forth in the applicable Statement of Work (the “Limited Warranty”). Sajan makes no other warranties, express, implied or statutory, regarding the services or deliverables. All warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, course of dealing, or that particular results will be obtained, are expressly waived and disclaimed. No agent, employee or representative of Sajan has any authority to bind Sajan to any obligation that differs from the terms contained herein. Client is required to observe all relevant laws and regulations relating to Client’s use of the Deliverables. Sajan assumes no liability for any infringement of intellectual property or violation by Client of any law or regulation relating to Client’s use of the Deliverables.
6. INSPECTION. Client have a period of 30 days following receipt of the Deliverables from Sajan (the “Review Period”) to review the Deliverables. Any claim for rejection of the Deliverables must be based upon a breach of the Limited Warranty provided in Section 4 hereof and must be made by Sajan in writing before the expiration of the Review Period, including a reasonable description of the claim, following receipt of the Deliverables from Sajan. Failure to make such claim within the stated period shall constitute an irrevocable acceptance of the Deliverables.
7. LIMITATION OF LIABILITY. The cumulative liability of Sajan arising under this agreement and any statement of work, whether in contract, tort, or other legal theory, shall not, in the aggregate exceed the total amount of fees actually paid by Client for the specific deliverable giving rise to the claim under the applicable statement of work. In no event shall Sajan be liable for any product liability claim or any direct or indirect costs or expenses related to any claim, or for any indirect, special, incidental, consequential, exemplary or economic damages, including without limitation, damages for lost profits or revenues, loss of data, or interruption of business, whether claimed in contract, tort, or otherwise, even if Sajan is informed of the possibility of such loss or damage. Any claim relating to this agreement (other than warranty claims) must be made in writing and presented to Sajan within one (1) year after the date on which Sajan substantially completes performance of the services or delivery of the deliverables upon which any claim is based.