The General Terms and Conditions set forth hereunder (hereinafter referred to as the “GTC”) shall constitute the entire agreement between “Tarjama” and any client thereof (hereinafter referred to as “you” or the “Client”), either of which may be individually referred to as a “Party”, and both of which shall be collectively referred to as the “Parties”.
1.1 In this GTC, the following words shall have the following meanings:
1.1.1 “Additional Charges” means any charges payable in exchange for Additional Services.
1.1.2 “Additional Services” means any services not included in or interpreted as Services under the agreement or original agreement between the Parties.
1.1.3 “Charges” means the total amounts payable to Tarjama as detailed Clause 2.
1.1.4 “Confidential Information” has the meaning given to it in Clause 6.1.
1.1.5 “Deliverables” means all material translated to be delivered by Tarjama or any other deliverable products under the Services offered by Tarjama to the Client.
1.1.6 “Developed IP” has the meaning given to it in Clause 4.2.
1.1.7 “DIFC” means the Dubai International Financial Centre.
1.1.8 “Event of Force Majeure” has the meaning given to in Clause 3.1.
1.1.9 “GTC” means the general terms and conditions set forth hereunder, including but not limited to any recitals and preambles.
1.1.10 “Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including but not limited to all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.1.11 “Pre-existing IP” has the meaning given to it in Clause 4.1.
1.1.12 “Requirements” means the service requirements as expressed by the Client.
1.1.13 “Services” means any and all services offered by Tarjama to the Client through the Client’s use of the Website.
1.1.14 “Tarjama Background IP” has the meaning given to it in Clause 4.3.
1.1.15 “Third Party” means any person or entity who is not a Party.
1.1.16 “Website” means https://www.tarjama.com .
1.1.17 “You” or “Client” means the person or entity that have requested or are receiving the Services from Tarjama.
1.2 In this GTC:
1.2.1 Clause headings are for ease of reference only and shall not affect the interpretation of this GTC.
1.2.2 The singular includes the plural and vice versa and words denoting any gender include all genders.
1.2.3 “Including” means including but not limited to.
2. CHARGES AND PAYMENT
2.1 As consideration for the provision of the Services, the Client shall pay all Charges due against the Deliverables as imposed by Tarjama. All Charges shall as such be payable for the relevant Services upon presentation of the Project Summary/Details by Tarjama through the Website.
2.2 Any Additional Services shall be requested by the Client verbally or in writing, and confirmed by Tarjama in writing, and Tarjama shall use all reasonable efforts to meet such requests and provide a quote for any Additional Charges, the payment of which shall be made by the Client upon agreement on such quote.
2.3 Any Charges paid by the Client for any Deliverables or Services offered by Tarjama shall be non-refundable without the express written approval of Tarjama. This shall include any Services for which the Charges are prepaid, which shall for such purposes be refundable only in the case of Tarjama’s withholding of the relevant Deliverables without an Event of Force Majeure, and only for such undelivered Deliverables.
3. FORCE MAJEURE
3.1 In the event that Tarjama is unable to perform any obligation under this Agreement because of a matter beyond its reasonable control including lightening, flood, exceptionally severe weather conditions, fire, disruption to the national power grid, explosion, war, civil disorder, industrial disputes, royal demise or acts of local or central government or other competent authorities, or events beyond the reasonable control of the Client and/or the Client’s suppliers or is requested, required or ordered to cease or suspend the performance of any Services by any court or competent judicial authority of the Dubai International Financial Centre (the “DIFC”) (an “Event of Force Majeure”), Tarjama shall have no liability towards the Client for any such failure to perform any part of the Services in an Event of Force Majeure.
3.2 In any case where Tarjama is unable to perform its obligations for a period of thirty (30) days or more, either Party shall be entitled to terminate this Agreement without prejudice to the Client’s liability to pay all Charges for Services already provided by Tarjama.
4. INTELLECTUAL PROPERTY
4.1 Each Party shall retain at all times ownership of all rights, title and interest in and to any Intellectual Property it owned or had an interest in prior to agreement between the Parties on the Services (a “Pre-existing IP”). Nothing in this GTC shall be deemed to imply a transfer of ownership of any Pre-Existing IP.
4.2 All Intellectual Property, whether or not patentable or copyrightable, made, conceived, written, developed or first reduced to practice by Tarjama and/or any of its personnel in connection with or relating to any services rendered under this Agreement (including all text, audio, visual, audio-visual, photographs, research, images, formulae, designs, models, sketches, drawings, recordings and plans including all preliminary drafts or earlier versions of the materials and documents) (the “Developed IP”) shall be the sole and exclusive property of Tarjama. The Client shall, if requested by Tarjama and at Tarjama’s cost, take all steps and sign all deeds and documents necessary to formalise such vesting in Tarjama or otherwise register such Intellectual Property rights in Tarjama’s name. To the extent any of the rights in and to such works can neither be assigned nor licensed by the Client to Tarjama, the Client irrevocably waives and agrees never to assert such non-assignable and non-licensable rights against Tarjama, any of Tarjama’s successors in interest, or any of Tarjama’s clients. No rights of any kind in or to the future Developed IP are reserved to or by the Client or shall revert to or be reserved by or on behalf of the Client.
4.3 All other Intellectual Property (other than Pre-existing Intellectual Property and Developed IP), including Intellectual Property which Tarjama or any of its personnel (a) develops, acquires or licenses independently of this Agreement or during any Schedule Term, (b) has already developed, acquired or licensed prior to the Effective Date, (c) develops, acquires or licenses during the Term but which is of general applicability and not unique to the performance of such Party’s obligations under this Agreement, (d) licenses from a third party (collectively, “Tarjama Background IP”), shall be the sole and exclusive property of Tarjama. For the avoidance of doubt, in the case any modifications, enhancements and improvements to, or derivatives of Tarjama Background IP made by Tarjama or any of Tarjama’s personnel independently or pursuant to this Agreement shall be deemed included in Tarjama Background IP.
4.4 Under no circumstances does Tarjama assign to the Client any Intellectual Property rights under this Agreement. In this respect, the Client is not permitted to conduct any activities which infringe the Intellectual Property Rights, including but not limited to, the following:
4.4.1 Sell any material found on the website
4.4.2 Copy or redistribute any material or content found on the website
4.4.3 Republish content found on the website.
4.4.4 Publicize any information found on the website.
4.4.5 Edit or modify any public content on the website.
4.5 The Parties’ rights and obligations in respect to Intellectual Property as set out in this Clause 4 shall survive the termination or cancellation of this Agreement.
4.6 The Client warrants and represents that receipt and use of all Intellectual Property provided or created by Tarjama and/or any of its personnel in performance of this Agreement shall not violate any applicable laws of the DIFC and shall not infringe on third party Intellectual Property or other rights (such as, but not limited to, material which is illegal, obscene, indecent, offensive, discriminatory, defamatory, promotes violence or illegal activities or is in breach of any third party Intellectual Property).
5.1 Tarjama’s total liability for any amount or kind of loss or damage that results to the Client in connection with the Services shall be limited to a sum equivalent to the Charges received during any calendar quarter.
5.2 In no event shall either Party be liable for:
5.2.1 any indirect, punitive, exemplary or consequential loss or damages;
5.2.2 any loss of reputation, income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption; or
5.2.3 any loss or damage due to viruses that may infect equipment, data or other property of Tarjama used in connection with the Services.
5.3 The Client hereby indemnifies Tarjama and shall hold Tarjama harmless at all times in respect of all claims, losses, demands, expenses, damages, payments made in settlement, fines, costs (including legal and other professional fees), and all other liabilities incurred by or awarded against Tarjama in connection with any claim or action against Tarjama by any third party in relation to Tarjama’s provision of services to the Client and/or the possession, use, storage or transmission of content provide by or on behalf of the Client, including any claim that such acts:
5.3.1 impair, limit, diminish, or infringe the copyright, right of privacy, right of publicity, moral right, performing rights, intellectual property rights or any other rights whatsoever of any third party;
5.3.2 are in breach of any duty of confidentiality;
5.3.3 are obscene, libellous, defamatory, blasphemous or insensitive to Arabic culture including but not limited to the Islamic religion; and/or
5.3.4 infringe or contravene any laws, rules, constitutional document, regulations, ordinance, official decree, executive or royal order, and/or judicial decisions applicable in the DIFC, including all development and free zones or any amendment thereto.
6. CONFIDENTIALITY AND PRESS RELEASES
6.1 The Parties shall keep in confidence any information (whether written or oral) of a confidential nature (including software and manuals) obtained under this Agreement (“Confidential Information”) and shall not disclose such information to any person (other than their employees or professional advisers, or in the case of the Client, the employees of the Client company or their suppliers who need to know the information or any other telecommunications or broadcast service providers associated with provision of the Services) without the consent of the other Party.
6.2 Clause 6.1 shall not apply to:
6.2.1 any information which has been published other than through a breach of this Agreement;
6.2.2 any information lawfully, pursuant to the laws of the DIFC, in the possession of the recipient before the disclosure under the Agreement took place;
6.2.3 any information obtained from a third party who is free to disclose it; and
6.2.4 any information which a Party is required by the laws of the DIFC or by a competent authority therein to disclose.
6.3 Tarjama shall not make any announcement or otherwise publicise that any negotiations, discussions or agreements have, were or are taking place between the Parties or publicise the existence of or disclose to any person the provisions of this Agreement or any of the Services contemplated herein without the prior written consent of the Client.
7.1 Any notice to be served by either Party shall be either in writing and delivered by hand or sent to the principal office of the applicable Party or by email.
8.1 This Agreement shall be governed by and construed in accordance with the laws of the DIFC.
8.2 Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the DIFC.
8.3 This GTC represents the entire understanding and agreement between Tarjama and the Client in relation to the Services and all previous courses of dealing, written or oral understandings, discussions, representations, correspondence and communications between Tarjama and the Client relating to the matters covered by this GTC are hereby superseded.
8.4 Any condition, warranty or other term concerning the supply of goods or services which might otherwise be implied whether by legislation or otherwise, is hereby excluded.
8.5 The Client warrants that it has not relied upon, and shall have no remedy in respect of, any warranty, statement, representation or understanding made by any Party including Tarjama unless it is expressly set out in this Agreement.
8.6 Any waiver by either Party of a breach by the other of any provision of this Agreement shall be limited to the particular breach and shall not operate in any way in respect of any future breach by any Party. No delay on the part of a Party to act upon a breach shall be deemed to be a waiver of that breach.
8.7 The Client may not assign, delegate, transfer, novate, subcontract or otherwise transfer any or all of its rights and obligations under this GTC at any time without obtaining the prior written consent of Tarjama; provided, however, notwithstanding Tarjama’s written consent, the Client shall remain primarily liable to meet all payment obligations and satisfy payment of all Charges for any Deliverables or Services delivered or offered by Tarjama.
8.8 If any term or provision of this GTC is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this GTC and the remainder of the provisions in question shall not be affected.
8.9 Any amendment, waiver, modification, or supplement to this GTC shall not be binding on the Parties, except by express written language of amendment, modification, or supplementation to this GTC, as applicable, and as signed by a duly authorised representative of each of Party.
8.10 Tarjama will reserve the right to accept or reject any request within 4-5 days from the date of such request.
8.11 Tarjama will need to be informed of requests pertaining to Additional Services 15-30 days in advance to secure resources.
8.12 The availability of resources is dependent on the time of requests as issued by the Client, and Tarjama will practice reasonable efforts to secure resources but is not bound to adhere to every request.