Public Offer of an Agreement for provision of paid services (Ireland)

Public Offer of an Agreement

for provision of paid services

Ireland                                                                                           22 July 2019

Published on the website www.allcorrectgames.com, this document is an official public offer of    ALL CORRECT GROUP LIMITED, an Irish limited liability company with certificate of incorporation number 562126 & the Irish tax resident with VAT number 3354526UH, registered at 66 Silken Vale, Maynooth, co. Kildare, Ireland W23 V3P2, represented by its Director Denis Khamin, 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., 2.1. and 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.

  1. Subject of Agreement

1.1. 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 2.3.3 hereof.

1.2. The Customer pays for the Services rendered pursuant to Article 4 hereof.

  1. Rights and Obligations of the Parties

2.1. The Customer undertakes:

2.1.1. 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).
  • Price for the unit of measurement.
  • 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.

If the specific volume of Services is not clear, for example, if the volume is calculated in accordance with the finished translation (target) text rather than the source text, this shall be clearly specified in the Order. The Order may not be submitted orally or in incomplete form.

2.1.2. If notice of the Contractor’s refusal to accept the Order for execution (in accordance with Clause 2.3.2 hereof) contains a counter-offer regarding calculation of the volume and/or deadlines for providing Services, to consider such offer within three (3) business days and send either a new Order to the Contractor incorporating the proposals of the Contractor or notification that it is impossible to accept the Contractor’s counter-offer.

2.1.3. 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.

2.1.4. 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.

2.1.5. 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.

2.1.6. 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.

2.1.7. To pay for Services rendered in accordance with Article 4 hereof.

2.1.8. To send the original Agreement to the Contractor in two copies within five (5) business days from the date of exchange of electronic copies of the Agreement signed by the Parties.

2.2. The Customer has the right:

2.2.1. 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 2.3.3. hereof, to request that the Contractor remove the defects within a time limit established by the Customer, or if it is not possible for the Contractor to remove the defects within the period established by the Customer, to remove the defects using his own resources.

2.2.2. If the defects are removed by the Customer using his own resources, to reduce payment for Contractor’s Services by the amount of documented expenses incurred by the Customer with regard to removal of defects (subject to consent of the Contractor).

2.2.3. To check on the procedure and quality of work performed by the Contractor without interfering with his activities.
2.3. The Contractor undertakes:

2.3.1. 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 2.1.3 hereof;
  • to calculate the price of Services pursuant to Clause 4 hereof.

2.3.2. 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. The accepted Order shall be an appendix hereto and an integral part hereof.

2.3.3. 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.

2.3.4. To submit materials to the Customer in the same format as materials received from the Customer, unless otherwise instructed by the Customer.

2.3.5. If there are questions with regard to the procedure of work or requirements regarding the final materials, immediately to ask the Customer’s authorized representative to give clarifications.

2.3.6. 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.

2.4. The Contractor has the right:

2.4.1. To receive full and timely payment from the Customer for Services provided hereunder and specified in the Order.

2.4.2. To draw third parties into provision of the Services on Contractor's own expense. Terms of an agreement between the Contractor and a third person drawn into provision of the Services shall include:

  • obligations to transfer the exclusive right of the intellectual property created for the provision of the Services, to the Contractor;
  • agreement of the third party to use of his intellectual property created for the provision of the Services, without indicating the third party’s name;
  • other terms that ensures the Contractor’s right to provide Services in a full and timely manner, and fulfill all his obligations under this Contract. The Contractor bears all responsibility for non-fulfillment of the obligations by the third parties drawn into provision of the Services.

2.4.3. To use the Customer’s logo and in form provided 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 advertising materials, including, but not limited to, websites, brochures, presentations, etc.

  1. Responsibility of the Parties

3.1. 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.

3.2. 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.

3.3. Payment of penalty shall not discharge the Parties from fulfillment of obligations in kind.

3.4. Sanctions for failure to fulfill or for improper fulfillment of obligations of the Parties hereunder not directly regulated by this Agreement shall be applied in accordance with the norms of civil law of Ireland.

  1. Price and Payment Procedures

4.1. 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. The Irish Value added Taxes could be charged on total price in accordance with Irish and EU tax legislation.

4.2. Within five (5) business days of acceptance of the Services by the Customer, the Contractor shall send an invoice to the Customer.

4.3. 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.

4.4. The date of debiting of the Customer’s bank account shall be deemed the date of payment.

4.5. Early completion of Services shall not constitute a basis for increasing the amount of remuneration specified in accordance with Clauses 4.1, 4.3. hereof.

4.6. 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.

  1. Procedure for Executing the Agreement

5.1. This Agreement shall become effective as of the date of its signing by the Parties and shall remain valid for the current calendar year.

5.2. Unless earlier terminated in accordance to section 6 of the Agreement shall be extended subject to the same terms and conditions for the period specified in Clause 5.1. hereof.

  1. Amendment and Early Termination of the Agreement

6.1. This Agreement may be terminated at any time upon mutual agreement of the Parties.

6.2. This Agreement may be terminated anytime for no cause by either Party. The initiator of termination of the Agreement must notify in written the other Party about his decision not less than thirty (30) calendar days in advance of the date of termination of the Agreement. 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.

6.3. The Party that makes a proposal to amend (to update) the Agreement shall send the other Party relevant notice containing his proposals with regard to amendment hereof.

6.4. If both Parties agree to amend the Agreement, the Parties shall prepare a Supplementary Agreement hereto, from the date of execution of the Supplementary Agreement it shall become an integral part hereof, and liabilities of the Parties shall remain unchanged.

6.5. The Agreement may be unilaterally terminated by either of the Parties in cases specified in the laws of Ireland.

  1. Force Majeure

7.1 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.

7.2. 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.

7.3. 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.

7.4. 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.

  1. Procedure for Resolving Disputes

8.1. All disputes and disagreements with regard to quality of translations shall be resolved by means of amicable negotiations.

8.2. 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.

  1. Confidential Information

9.1. The Parties agree to keep confidential the following information, referred to as “Confidential Information”: the content of this Agreement, 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.

9.2. 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, unless it requires by the Irish Law.

9.3. The Parties agree to use Confidential Information only for rendering the Services in strict accordance with present Agreement.

9.4. The Contractor shall disclose confidential information of the Customer to the third parties drawn into provision of the Services under Clause 2.4.2. 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.

9.5. Notwithstanding the foregoing, “Confidential Information” shall not include information which:

  • is described in Clause 2.4.3. 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.

9.6. The Parties shall treat Confidential Information as such during the whole term of this Agreement, plus one (1) year after its termination.

 

 

  1. Miscellaneous

10.1. Discounts and extra charges for Services shall be agreed by the Parties in each particular case and shall be specified in the Order.

10.2. The Parties shall inform each other in timely manner about changes in their bank details, legal and actual addresses, telephone numbers, etc.

  1. Intellectual Property

11.1. 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 2.1.6. hereof.

11.2. 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.

11.3. The Contractor confirms that the Customer has the right to use the results of the Services indicated in Clause 11.1 hereof, as well as the intellectual property rights to these results, in any mode, on any territory, and at any time in the Customer’s own discretion.

11.4. The Contractor shall not transfer the exclusive intellectual property right to the results of the Services indicated in Clause 11.1 hereof to third parties or use them in his own discretion without special written consent of the Customer.

11.5. 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.

11.6 The Contractor warrants that the performance of the Services hereunder and creation of the results of the Services provided by the Contractor do not infringe any intellectual property rights of any third party.

  1. 12. Final Provisions

12.1. The Parties are strictly independent contractors. Each Party is not, in any way, an employee, partner, joint venturer or agent of the other Party. Each Party shall undertake all reasonable measures in its operation to inform third parties that the other Party has no direct or indirect liability for any act or agreement taken by the Party and that the other Party does not control the performance of the Party.

12.2. In case of a merger, acquisition, insolvency or reorganization of a Party any rights and responsibilities of the Party will pass on to its successor. In all other cases, Parties do not have right to assign their rights and responsibilities without the other Party's approval.

12.3. 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.

12.4. The terms and conditions of this Agreement constitute the full and complete agreement between the Parties. No other verbal or written agreement shall, in any way, vary or alter any provision of this Agreement unless both Parties consent to vary or alter any provision of this Agreement in a signed writing. This Agreement is intended to be an integrated writing and any prior oral or written agreements between the Parties are merged into this Agreement and extinguished. No custom, industry standard or course of dealing between the Parties shall in any way vary or alter the terms and conditions of this Agreement.

12.5. 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.

12.6. 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.

12.7. 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.

12.8. All messages and notices hereunder or in connection herewith shall be sent in writing, as well by email to the details indicated in Article 13 hereof.

12.9. Messages and notices sent by email shall be legally valid if they have necessary details undoubtedly identifying the sender and his expressed will.

12.10. Electronic copies of payment documents shall be deemed legally valid until receipt of the original document.

12.11. All appendices (except Orders) and supplementary agreements hereto shall be made in writing. All such appendices and supplementary agreements shall become legally binding upon the Parties and shall be an integral part hereof from the date of their execution by the authorized representatives of the Parties.

12.12. 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 2.3.2. hereof. Any such notice shall be deemed delivered when received.

12.13. This Agreement shall be deemed to have been drafted by both Parties and, in the event of a dispute, shall not be construed against either party.

12.14. This Agreement is made in two copies in English. Both copies are identical and have equal legal force. Each Party shall receive one copy of the Agreement.

12.15. The undersigned individuals represent and warrant that they are expressly and duly authorized by their respective entities or agencies to execute this Agreement and to bind their respective entities or agencies legally as set forth in this Agreement.

12.16. In all other matters not directly regulated by the Agreement, the Parties shall be guided by the current legislation of Ireland.

12.17. 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/.

  1. Applicable law

This agreement will be governed by and constructed in accordance with the Republic of Ireland Law.

  1. Anti-Money Laundering & Criminal law

As a consequence of anti-money laundering legislation, we are required to conduct customer due diligence in relation to our clients. We are therefore likely to request from you, and retain, some information and documentation for these purposes and/or to make searches of appropriate databases. If satisfactory evidence required to complete our customer due diligence is not provided upon request, we will not be able to proceed with the services.

Where, in the course of conducting work, it comes to our attention, that information or documents indicate that an offence may have been committed under Section 59 Criminal Justice (Theft and Fraud Offences) Act 2001, we have a reporting obligation to the Garda Siochana. This applies regardless of the apparent materiality of the suspected offence, or whether the suspected offence has already been reported to the relevant authorities.

We have a reporting obligation to the Garda Siochana under section 19 of the Criminal Justice Act 2011 (“CJA”). This section creates a statutory obligation on persons generally to report certain information to An Garda Síochána concerning certain so-called “relevant offences”. Relevant offences are those listed in the Schedule to the CJA.

  1. 15. Addresses, Bank & Tax resident Details of Parties

CONTRACTOR:

Company name ALL CORRECT GROUP LIMITED
Company address 66 Silken Vale, Maynooth, co. Kildare, Ireland W23 V3P2
Company email order@allcorrectgames.com
Beneficiary account number 32639080/ IE02AIBK93106332639080
Beneficiary bank name AIB Bank
Beneficiary bank address 52 Upper Baggot St., Dublin 4
SWIFT address AIBKIE2D
Seal, signature Denis Khamin