Terms and Conditions

The following Terms and Conditions govern the use of the “Site”, the materials and information contained therein and related services made available to “the User” and “the Client” via this “Site”. TranslatorHQ may from time to time change this “Site” (including these Terms & Conditions of use). Please read these Terms and Conditions and re-read before subsequent use. In the event of change(s) to these Terms and Conditions that you do not agree with you must immediately stop using the “Site”.

“Site” means the whole or any part of the web pages located at https://translatorhq.net/ including the lay-out, individual elements, underlying code elements, or text, sounds, graphics, animated elements or any other content of this “Site”.

“TranslatorHQ” means Woodfall Holdings Pty Ltd ABN 98 071 106 897, trading as TranslatorHQ and its subsidiaries, associates and officers unless otherwise stated. “We” and “us” refer to TranslatorHQ, and “our” has the same meaning.

“The User” means a person using the “Site”.

“The Client” means the person, firm or company that have signed an Agreement with TranslatorHQ.

“Agreement” means the signed agreement between “The Client” and “TranslatorHQ” of which these Terms and Conditions form part of.

“Services” means professional consultancy, products and / or facilitation services provided by TranslatorHQ, and detailed in the “Agreement”.

“Additional Work” means time and / or resources additional to the Agreement, identified by TranslatorHQ, and advised to “the Client”.

“Accepted Additional Work” means “Additional Work” that “the Client” has accepted and signed as an extension of the “Agreement”.

“Third Parties” means persons or entities represented on the Site other than TranslatorHQ.

TRANSLATORHQ:

“TranslatorHQ” agrees to provide “Services” to “the Client” in accordance with its obligation under the “Agreement”.

“TranslatorHQ” agrees to generate a valid tax invoice for “the Client” according to the “Agreement” and issue to the current nominated billing contact for “the Client”.

THE CLIENT:

“The Client” agrees to provide all access keys, access to production and test systems, instructions, information and material that are reasonably necessary and in a reasonable time so that “TranslatorHQ” can carry out its obligations.

“The Client” agrees to provide “TranslatorHQ” with current contact details for billing including a contact name and email address; and to update “TranslatorHQ” in writing as needed to maintain these contacts as current.

“The Client” agrees to pay invoices issued by “TranslatorHQ” as detailed on the invoice.

Except as specified in the “Agreement”, if at all, the ownership of all IP Rights associated with material created during the provision of the “Services” shall immediately be assigned to and vest in “TranslatorHQ” as such rights are created.

In so far as “TranslatorHQ” develops or provides material for the use by the “Client”, “TranslatorHQ” hereby grants to the “Client” a licence to use that material for all intended purposes but the “Client” may not sub-license, copy, use or otherwise permit any third party to use or modify the material or part thereof without the written consent of “TranslatorHQ”.

NOTIFYING TRANSLATORHQ OF ISSUE

  • Lodge Freshdesk support request.
  • Email setup@time-frame.com
  • Book a half hour appointment (online) Book An Appointment

INCLUSIONS

  • Telephone and email support.
  • 24×7 accesses to dedicated online portal with bug logging & tracking, downloads and knowledge base.

EXCLUSIONS

Third party software or services which do not form part of the software or “services” being provided by or on behalf of the Company;

  • Hardware failure, being hardware which is not provided by or on behalf or the Company;
  • Incorrect configuration of the software or the computer equipment on which the software operates by Client’s staff; or
  • Deployment to users of updates, patches, feature releases or new versions without prior testing and confirmation on all the Client’s installed hardware configurations.

Any notice or other communication required under this Agreement:

Must be addressed to the addressee at the addressee’s address set out in item 1 of the Schedule of Key Terms or as specified to the sender by notice;

Where the sender is a company, must be signed by an authorised officer or under the common seal of the sender;

Will be regarded as being given by the sender and received by the addressee:

  • if by delivery in person, when delivered to the addressee;
  • if by normal post, 3 days from and including the date of postage; or
  • if by facsimile transmission, when received by the addressee; or
  • if by e-mail, when received by the addressee.

A facsimile transmission sent to the addressee is regarded as legible and received unless the addressee telephones the sender within 2 business hours after transmission and informs the sender that it is not legible.

On going monthly Agreements will continue each month, whilst invoices are paid as due, unless advised to terminate the Agreement by yourself.

Termination of Agreement will be effective, ten (10) calendar days after confirmed received at info@translatorhq.com.au A final invoice will be issued to you noting the Agreement is finalized.

Charges will be as accepted by you on our Agreement (Proposal / Purchase Order / Change Request Form), in Australian dollars (unless stated otherwise). When due and payable, we will invoice charges to you at the current contact address you have provided us with. It is your responsibility to ensure this address is current. Unless stated otherwise, you will pay invoices within seven (7) calendar days of the invoice date.

If your Service includes a regular charge for upkeep (maintenance subscription) then the amount becomes payable the earlier of:

  • Any syncing function of the product becomes active. (eCommerce, Loyalty/Marketing and Fulfilment Connectors)
  • Two months have passed since the first comparison report has been generated (eCommerce Connectors).
  • Six months have passed since work has begun. Implementation generally begins immediately on receipt of your signed proposal. If you have made your purchase sufficiently in advance that you do not except to go live within 6 (six) months please let your sales contact know and we will schedule work to begin as appropriate.

In all the above cases, if delays are caused by our inability to complete the implementation process then the periods are extended until any issues are resolved.

Subscriptions are billed on the first of the month and are payable within 7 (seven) days. We do not pro-rata for partial months. Except in cases where your product becomes live, around the very beginning of a month, you will start to be billed the 1st (first) of the month following one of the above conditions being met.

If a subscription is not paid in full by the end of the month, the account will be suspended. Once an account is suspended Services will not run. The subscription fee is still charged each month while an account is suspended. All outstanding fees must be paid to resume Services.

If you believe we have charged or invoiced incorrectly, please contact our office within the payment terms seven (7) days. Once past due we consider invoices as accepted and only in extenuating circumstances will we be open to negotiation. In the event of a dispute, we will discuss the disputed amounts in good faith to resolve the dispute.

An account suspended for 3 (three) calendar months will be disconnected; reconnection fees are charged at our current hourly technical services rate and the amount of work necessary will depend on how long the service has been disconnected.

If charges remain outstanding for more than forty (40) days, we will contact you requesting payment. If nil payment is received after sixty (60) days from date of invoice, services provided by us to you will be suspended. To reinstate Services, all outstanding charges are to be paid in full.

If you have engaged us to do additional billable work outside of regular maintenance, the fees payable form part of your account total. Services can be suspended if the invoice for such work is not paid within a month of the date issued.

Fees are reviewed periodically and you will be given two calendar months’ notice of any change. If you wish to cancel your subscription please email accounts@time-frame.com or support@time-frame.com with your request.

*Implementation generally begins immediately on receipt of your signed proposal. If you have made your purchase sufficiently in advance that you do not except to go live within 6 (six) months please let your sales contact know and we will schedule work to begin as appropriate.

Translator HQ uses multiple Payment for its online credit card transactions. The processes for online credit card transactions for thousands of Australian merchants, providing a safe and secure means of collecting payments via the Internet. All online credit card transactions performed on this site using the gateway are secured payments.

Payments are fully automated with an immediate response.

Your complete credit card number cannot be viewed by Translator HQ or any outside party.

All transactions are performed under 128 Bit SSL Certificate.

Funds charged to your credit card are transferred to the merchant account held by Translator HQ.

If for any reason you are not completely satisfied we will give you a thirty (30) day money-back guarantee from the time you receive the goods. Please email us at info@translatorhq.com.au within that time if you are not satisfied with your purchase so we can resolve any problems.

This refund policy does not apply if any attempt has been made to alter the product.

These Terms and Conditions are governed by the laws in force in Western Australia, Australia and you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Western Australia, Australia and any courts which may hear appeals from those courts.

12.1 The Client:

  • (a) acknowledges that the Confidential Information is given and received in strict confidence;
  • (b) must:
  • (i) establish and maintain effective security measures to safeguard all Confidential Information from unauthorised use, access, copying or disclosure;
  • (ii) ensure that each employee to whom Confidential Information has been disclosed, keeps that information confidential and complies with such security measures at all times;
  • (iii) immediately notify the Facilitator of any suspected or actual unauthorised access, use copying or disclosure of Confidential Information, and
  • (iv) provide such assistance as is reasonably requested by the Facilitator in relation to any proceedings that the Facilitator may take as a result of such suspected or actual breach of this agreement.
  • (c) agrees not to disclose any Confidential Information to any person whatsoever without the consent in writing of the Facilitator, and
  • (d) agrees not to, without the written consent of the Facilitator,
  • (i) reproduce any part of the Confidential Information;
  • (ii) manufacture or produce any product, service or process that is based on the idea that underlies the Schedule of Work;
  • (iii) carry on or be directly or indirectly concerned or interested in any business that does anything specified in paragraphs (i) or (ii) above;
  • (iv) describe verbally or in writing any part of the Confidential Information to a potential competitor of the Facilitator.

12.2 The Facilitator acknowledges that duty of confidentiality set out in this clause shall not apply to Confidential Information which is:

  • (a) in the Public domain otherwise than as a result of the breach of this clause;
  • (b) received from a party other than the Facilitator without restriction, or
  • (c) required, by law, to be disclosed.

Force Majeure: No failure or omission by the parties to perform any of their obligations under this Agreement, except a failure to pay money:

  • will be a breach of this Agreement; or
  • will create any liability,
  • if such failure or omission arises from any cause or causes beyond the control of the relevant party, including but not limited to acts of god, fire, storm, lightning, flood, earthquake, acts of the public enemy, war, rebellion, insurrection, riot, invasion, strikes and lockouts. A party seeking to rely upon clause 10.1 must promptly advise the other party by notice in writing of the details of the relevant event.

Assignment: Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other party.

Sub-Contracting: The Facilitator may sub-contract all or part of this Agreement to any associate of the Facilitator.

Severability: The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

Relationship between the Parties: Except as expressly stated to the contrary, each party enters this Agreement as an independent contractor and except as expressly stated to the contrary, neither party is the partner, agent, employee or representative of the other party and neither party has the power to incur any obligations on behalf of, or pledge the credit of, the other party.

Jurisdiction: This Agreement is governed by the laws of the State of Western Australia and the Commonwealth of Australia as applicable and the parties hereby submit to the jurisdiction of the Courts of the State of Western Australia and the Commonwealth of Australia, as applicable.

Entire Agreement: This Agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties. This Agreement incorporates by reference documents listed in the Agreement, which the Facilitator may amend from time to time in writing.

Waiver: No failure to exercise and no delay in exercising any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.

Variation: Except as expressly provided in this agreement, this Agreement may be amended or varied only by agreement in writing signed by the parties.

This agreement shall terminate:

  • if either party gives the other 7 days’ written notice to the other party in the event of a breach by the other party, and if the breach is remediable, upon failure by the other party to remedy the breach within the notice period; or
  • forthwith in the event of the other party going into liquidation, administration or receivership, other than for the purpose of a solvent reconstruction, amalgamation or reorganization; or
  • forthwith in the event of the other party becoming insolvent or otherwise being unable to pay its debts as and when they become due.

Termination of this Agreement shall be without prejudice to any rights or obligations or causes of action which have accrued or arisen in favour of any party to this Agreement before the date of termination.