Modified: 26.09.2022

By using our Services, You agree these terms and conditions (the “Terms”) that are offered on the website www.audiocursive.com (the “Website”) provided by the CopyAud Nations OÜ, company registration number 16576653 (the “Company”, “Us”, “We” or “Our”). Please read them carefully. 

Please read these Terms carefully before submitting Your Order to Us. These Terms tell You who We are, how We will provide the Services to You, how You and We can change or terminate the Contract, what to do in the event of a problem, and other important information. If You believe there is an error in these Terms, please contact Us to discuss.

1. DEFINITIONS

1.1 Affiliates – means any company or entity worldwide including, without limitation, corporations, partnerships, joint ventures, and limited liability companies in which the Company directly or indirectly holds at least a 50% ownership, equity, or financial interest

1.2 Confidential Information – means any information (whether recorded or stored) that is disclosed either by You to Us or by Us to You in connection with the services, and includes, without limitation, (i) any information that will be treated as confidential to a reasonable businessperson, and (ii) any information relating to customers, clients, suppliers, operations, processes, know-how, designs, trade secrets or software of any party.

1.3 Contract – the Contract between You and Us and includes the Order, the Offer, and these Terms.

1.4 Customer, You, Your – means You as an individual, or if applicable, a company or other legal entity You present, who seeks to use the Services.

1.5 Materials – means any text, graphics, images, sound, videos, documents (physical or electronic) or data made available by You to Us for the purposes of Us delivering the Services to You.

1.6 Order – means any order for Services created by a Customer and accepted by the Company via acknowledge in the email or otherwise in writing. You can purchase Services from Us by placing an Order. The Order, the Offer, and these Terms will form the Contract between You and Us.

1.7 Offer – the price for the Services will be set out in an Offer. When You order Services from Us or contact Us about the supply of Services then We will make You an Offer. Any Offer at Our Website is indicative and shall not be final or binding on You or Us until You and We agree the scope and price of the Services at which point the Offer shall be deemed to form part of the Order.

1.8 Service – means the Websites, services, apps, related technology, and the translation, transcription, localisation, interpretation, voiceover, legalisation, certification, copyrighting and/or desktop publishing services and other associated services will comprise the Service. The Service We will supply are set out in the Order.

1.9 Service Providers – means third parties who engage with the Company and Customer to provide content translation, transcription, localisation, interpretation, voiceover, legalisation, certification, copyrighting and/or desktop publishing services as contractors of the Company (not employees).

1.10 Work Results – means the content translated, transcripted, localized, interpreted, on which voiceover is made, legalized, certified, copyrighted and/or desktop published , from the Materials.

2. USING OUR SERVICES

2.1 The Company provides Services globally by using Service Providers in various countries and languages. Services may also be provided to the Customers by using third-party agencies. Services are provided on a one-time basis. Subject to Your compliance with all terms and conditions in this Contract, the Company grants You access to the Website, only in connection with the Services. Except as expressly and unambiguously granted herein, no right or license is granted to You.

2.2 To access the Services the Customer shall access Our Website and place an Order. When creating an Order, You must provide accurate and complete information. You agree to keep all information updated and accurate at all times. Any personal information You provide will be subject to the Privacy Policy.

2.3 If the Company reasonably believes that Our Website and/or Services are being used/misused in any manner (Order was created for anyone else, or is being used without permission), the Company shall reserve the right to cancel Order immediately without notice.

2.4 The Customer shall be entirely responsible for all activities on Our Website. You agree to notify the Company immediately of any breach of security. The Company will not be liable for any loss that You may incur because of someone else using Your electronic devices and personal data, e.g., personal computer, smartphone, name and surname. If messages sent to an email address provided by You and associated with You are returned as undeliverable or wrong address, the Company reserves the right to terminate Your Order immediately with or without notice to You and without any liability to You or any third party.

3. ORDER

3.1 The Customer can initiate an Order by providing all required information through the Website. When placing the Order, the Customer is responsible for providing the Materials to be translated, materials describing the context of the required Service, and all other necessary materials (glossary guide, etc.). We may recommend You which source materials and in what format to provide source materials, but ultimately the quality of the results will depend on the clarity, accuracy, and comprehensiveness of the Customer’s materials and instructions provided to us.

3.2 The Customer has to check the Order carefully to ensure that it is complete and accurate. Please ensure that the Offer reflects the Order. The services that We provide to You must be described in detail in the Order.

3.3 A Contract will come into existence between the Customer and us when we will notify You that we are able to supply You with the ordered Services and when You accept the Offer.

3.4 If We are unable to accept Your Order, We will notify You and will not charge You for the Services.

3.5 The date of the provision of the Services is indicated in the Order. We reserve the right to suspend or postpone the date of delivery or cancel the Contract with You if an event occurs beyond Our control in accordance with the Terms.

3.6 The Customer can cancel any Order if the project has not yet been engaged by the Service Provider. It is not uncommon for an Order to be engaged by the Service Provider immediately after the Order is placed. To attempt to cancel an Order, Customer can contact the Company directly (for details see the “Contact Us” section) to inquire if the Order can be cancelled. If the Order has been picked up by the Service Provider, the Order cannot be cancelled and there will be no refund of credits.

3.7 Unless otherwise agreed, We will supply the Work Results pursuant to the Order to You by e-mail or other form of delivery as We may notify to You from time to time and We will determine, at our discretion, the most appropriate method of delivery.

3.8 The Company cannot guarantee that a particular Service Provide or that any Service Provider will choose to engage on Your Order. If the Order is completed by the Service Provider, We will return the Work Results to Customers.

3.9 We will give You an estimated time for Service completion, but cannot guarantee an exact delivery time. We will email You when the Work Results are ready for Your review. Unless otherwise expressly agreed by the Company, time is not of the essence for delivery or performance, and no delay shall entitle You to reject any delivery.

3.10 We may need certain information and clarification regarding the original documents from You so that We can deliver the Services to You. We will contact You to ask for this information. If You do not give Us this information within a reasonable time of Us asking for it, or if You give Us incomplete or incorrect information, We may either end the Contract or revise the date of delivery for the Services set out in the Order by such period of time as We deem appropriate and reasonable resulting from a delay caused by You or any third-party acting on Your behalf.

3.11 Upon Our notification of delivery of the Work Results, Customer will have strictly 5 (five) days to review the Work Results. Customer may approve the Work Results by contacting Us by emailing Us to our email address. If Customer does not take action via email within the 5 (five) day review period, the Work Results will be deemed “Approved”. Once “Approved”, no alterations, revisions, or refunds of the Work Results will be provided.

4. CHANGES OF THE ORDER

4.1 If You would like to make changes to the Services You ordered, please contact Us. We will advise You if a change is possible and provide You with a revised Offer. We will notify You of changes in prices for the Services, delivery / delivery times, or anything else that We reasonably believe may result from Your requested change. If You accept Our modified Offer, We will confirm this to You in writing. If You do not accept Our revised Offer or We do not confirm Our acceptance, the Order will not be considered modified and We will provide the Services as specified in the original Order.

4.2 The Services that We supply You are supplied online or off-premises and are of a bespoke and customised nature. Unlike regular contracts for services, the Services that We supply You do not attract a legal right of cancellation under the applicable consumer protection laws (in case the Customer is a consumer). Accordingly, We are informing You that if You enter into this Contract with Us then You may lose Your legal right to cancel the supply of the Services.

4.3 If You think an Order is wrong, please contact Us no later than 5 (five) calendar days from the date that You submitted an Order to Us and paid for Services to let Us know.

5. SERVICE FEES AND ADDITIONAL CHARGES

5.1 The price for the Services will be the price indicated in the Order. Any administration fee added by Us to Your Order shall form part of the final price. You have to pay for the Services when You submit the Order. The Parties may agree on other payment possibilities.

5.2 The price of the Services will be in Your local currency (pounds sterling, US Dollars, Euros, Canadian Dollars or Australian Dollars etc.) and does include taxes at the applicable rate.

5.3 We accept payment by credit card, debit card, or wire transfer.

5.4 Rights, including proprietary and non-proprietary, and interest in the Work Results pursuant to the Services remain with Us until You pay Us the full price.

5.5 If You do not make any payment to Us by the due date We may charge interest to You on the overdue amount at the rate of zero point five percent (0,5%) per day if the payment is outstanding for more than ten (10) days from the payment due date. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.

5.6 It is possible that, despite Our best efforts, some of the Services We supply to You may be incorrectly priced. We will normally check prices before accepting Your Order so that, where the correct price of the Services at Your Order date is less than Our stated price at Your Order date, We will charge the lower amount. If the correct price of the Services at Your Order date is higher than the price stated in Our price list, We will contact You for Your instructions.

5.7 If You cancel Services after We have accepted Your Order (this applies for all Services), You undertake to pay Us 100% of the total cost of the Order.

5.8 The cancellation fee for the Services will be indicated for You in the Offer. By accepting an Offer, You agree to bear any cancellation costs that We have described in this relevant Offer.

5.9 You have the right to reschedule or suspend the provision of the Services by notifying Us about it. In such cases rescheduling or suspension charges may apply. The suspension charge shall be applicable per business day while the Services are suspended. You may only suspend the provision of the Services for a maximum period of five (5) consecutive business days starting on the next business day immediately following the original delivery date specified in the Order. You agree that We may charge You a fee for any portion of the Services We have provided to You prior to the change in schedule or suspension of the Services.

5.10 The price for the Services shall be paid in full and in cleared funds no later than ten (10) working days following (i) the date that We issue Our invoice for the Services to You or, (ii) the date on which the Work Results pursuant to the Services delivered or deemed to be delivered (as the case may be) to You, whichever is earlier. If You pay by wire transfer, it shall be made to the bank account nominated by Us in writing. This clause does not apply to the Customers who made the payment for the Services by payment card on our Website during Order process.

5.11 Without limiting Our other rights in any way, We reserve the right to suspend supply of the Services and demand immediate payment for all Services which have been ordered or supplied if (i) any payment under any Contract between You and Us, or any Contract We have with any person associated with You, becomes overdue; or (ii) We, in Our sole discretion, believe that You may be unable or unwilling to pay for the Services in accordance with these Terms.

5.12 All monies prospectively payable to Us under the Contract shall become immediately due on termination of the Contract, or on the termination of any other contract We have with any other person associated with You.

6. SUSPENTION AND TERMINATION

6.1 The delivery of the Services may be suspended for one of the following reasons:

• We have to deal with technical problems or make minor technical changes;
• We have to update the Services to reflect changes in relevant laws and regulatory requirements; or
• We have to make changes to the Services as requested by You or notified by us to You in accordance with this Contract;
• If the Customer does not pay for the Services in accordance with these Terms and Order;
• As a result of an event beyond Our control.

6.2 We will contact You and inform You that We are suspending the provision of the Services without undue delay. We will not suspend the provision of the Services if You dispute an unpaid invoice. We will not charge You for the Services during the period for which they are suspended. In addition to interrupting the provision of the Services, We may also charge You interest on Your late payments.

6.3 If We have to suspend the provision of the Services for more than one (1) month, We will adjust the price so that You do not pay for the Services while they are suspended. You may contact Us to terminate the Contract if We suspend it, or inform You that We intend to suspend it, in each case for a period of more than one (1) month, and We will refund You any amounts paid in advance for the Services. in relation to the period after termination of the Contract. If We have provided You with some Services, we will refund You in proportion to the balance of the remaining Services.

6.4 The Customer may terminate the Contract by notifying Us in writing at any time before We have supplied the Services to You.

6.5 The Customer has the right to terminate the Contract with immediate effect for the following reasons (The Customer shall be refunded in full for any Services which have not been provided or have not been provided properly):

• You have informed Us about cancellation of the Order before We have started to provide You Services.
• The supply of the Services has been suspended or will be suspended for a period of more than 1 (one) month in accordance with these Terms;
• You do not agree to the upcoming changes to the Services or the Terms, which You were informed about;
• You do not wish to proceed in case of an error in the price or description of the Services You have ordered;
• If a significantly delay occurs or there is a possibility of such a delay because of events outside of Our control;

6.6 The Company has the right to terminate the Contract at any time by notifying You in following cases:

• You do not make any payments to Us on time, and You still do not pay within fourteen (14) days after We remind You that payment is due; or
• If You do not provide us within reasonable time with information that is required for provision of Services (documentation, files, etc.).

6.7 If We terminate the Contract in the situations set out above, We will refund all money that You paid in advance for the Services that We did not provide, but We may deduct or charge You reasonable compensation for the net costs that We will incur as a result of Your breach of the Contract. This will cover at least the cost of Our staff’s time spent on partial provision of the Services to You.

6.8 The Company has the right to terminate the Contract and the provided Services by giving a 14 (fourteen) days notice in writing to You. We will refund all amounts that You paid in advance for the Services that will not be provided.

7. WARRANTIES AND REPRESENTATIONS

7.1 By using the Services, the Customer further acknowledges, covenants, represents, and warrants as follows:

• If You are a corporation, (a) the corporation is duly incorporated, validly existing and in good standing; has the requisite corporate power and authority to execute, deliver and perform its obligations under this Contract; and the execution, delivery, and performance of this Contract and the consummation of the transactions contemplated by this Contract have been duly authorized by requisite corporate action; and (b) the execution, delivery, and performance of this Contract shall not constitute a violation of any judgment, order or decree or a default under any contract by which You are bound.
• If You are a natural person, You represent that You are 18 years of age, or of the age of majority in Your place of residence or jurisdiction.
• Customer represents and warrants that it has all necessary rights, title, and interest in the Materials, and that the Materials will not and do not infringe or violate any third party’s rights, do not violate any law, and do not contain any offensive or unacceptable content.
• You accept and acknowledge that, where the Services include (whether in whole or in part) translation of Materials from one language into another language then there may be variations or differences in the word count (whether greater or lesser) between the original or source Materials and the Work Results pursuant to the Services and Our Offer shall be, unless specified otherwise in the Offer, based upon the word count of the language into which We are translating the Materials into and shall not be based upon the word count of the original or source Materials.

7.2 The Company hereby represents and warrants as follows:

• We are not responsible to You for viewing and / or verifying the authenticity of any Materials, and We will not be liable to You for any changes You make to the Materials. You accept and acknowledge that You are solely responsible for ensuring that the Materials are valid and for providing, as appropriate, appropriate genuine copies or excerpts from the Materials.
• If the Services include translation (oral, written or otherwise) from one language into another language, then, unless otherwise agreed between You and Us, such translation will be into the primary language used in that particular country or community (as specified in the Order). We do not warrant the use of the Services for a specific dialect or with respect to words or syntaxes specific to a region, unless We have agreed in writing and specified in the Order.
• Unless otherwise agreed in writing between You and Us, We will only warrant the Services for a period of thirty (30) calendar days from the date that We deliver the Services to You in accordance with these Terms. Our warranty shall only extend to the correction, modification, or grammatical/contextual verification of the Work Results pursuant to the Order and You must identify any errors or omissions within the abovementioned period and then We will endeavour to correct errors or omissions that You have notified to Us within a reasonable period of time. No reductions on price will be applicable.
• We will make our best effort to provide the Services as closely as possible to the original Materials, taking into account typographical or obvious errors or language variations (including but not limited to word count changes). Unless We and You have agreed otherwise, the Services will reflect, to the extent possible, the Materials and will not be adapted, rewritten or altered, but will always be subject to any element of subjectivity or variation that We deem reasonable given the type, scope and context of the Services that You have ordered from Us.
• We do not warrant and will not be liable to You for any inaccurate or illegible Materials and will not be held responsible for errors or omissions arising from inaccurate or illegible Materials. We do not warrant nor underwrite the accuracy or completeness of any scientific, technical, mechanical, or mathematical element of the Materials when supplying You with Services. No discount will be applicable.
• We do not warrant and are not responsible for any errors or omissions in the Work Results / the Services that are provided to You, in case the Customer was notified (and the Order indicates it) that We may not be qualified to provide the Services due to a rare language or dialect included (determined by Us) in the Order.  
• The Customer’s Order may be subject to additional payment, if Additional Work (any additional investigations, inquiries and / or studies carried out by Us, which are not indicated in the Offer and are not part of the Order) is required in Our opinion. We will notify You when We believe that Additional Work may be required to provide You with the Services and will provide You with an updated Offer.
• The Customer reserves the right to reject the revised Offer, which includes Additional Work, in which case We will provide the Services, to the extent practicable, subject to Your opt-out of Additional Work.
• If We determine, in Our discretion, that We cannot provide You with the Services without Your consent to the Additional Work, We will notify You and refund any funds You paid to Us, subject to a reasonable deduction of the costs incurred by Us.
• The Company reserves the right to change, suspend, or discontinue temporarily or permanently, some or all of the Services with respect to any or all Customers, at any time without notice. You acknowledge that the Company may do so at its sole discretion.
• The Company reserves the right, at any time and without prior notice, to remove or disable access to any Customer content, third party materials, and any Customer submissions, that the Company, in its sole discretion, considers to be in violation of this Contract or otherwise harmful to the Website or Services.

7.3 We shall not be liable for a breach of any of the warranties if You fail to notify us within the warranty period; or You alter or amend or modify the Translated Works pursuant to the Order without Our prior written consent.

7.4 All warranties, conditions and other conditions implied by applicable law, to the maximum extent permitted by law, are excluded from the Contract.

8. LIMITATION OF LIABILITY

8.1 IN NO EVENT SHALL EITHER PARTY OR COMPANY’S AFFILIATES BE LIABLE 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 EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL THE COMPANY’S OR COMPNY AFFILIATES’ LIABILITY HEREUNDER EXCEED THE AMOUNT PAID BY THE CUSTOMER TO THE COMPANY FOR THE ORDER (FULLY OR PARTIALLY.

8.2 Nothing in these Terms excludes or limits Our liability for death or personal injury caused by Our (including our agents) negligence, or any matter in respect of which it would be illegal for us to exclude or attempt to exclude its liability; or fraud or fraudulent misrepresentation.

8.3 If, for any reason, You do not accept the delivery of any of the Services within the period provided for by these Terms, or if We cannot provide the Services on time because You did not provide the appropriate instructions, documents, licenses or permits, then the Services must be considered delivered and You are responsible for all related costs and expenses.

8.4 The delivery of the Services, as recorded by Us, shall be conclusive evidence that You were supplied the Services.

9. PRIVACY

9.1 The collection, processing, storage, and disclosure of Customer’s personal data is regulated in the Privacy Policy, that is an integral part of these Terms. The Customer shall read the Privacy Policy before using the Website and the Services offered by the Company.

10. CONFIDENTIALITY

10.1 In performing the Services under this Contract, and by using the Services each party may be exposed to Confidential Information. Each party can use the Confidential Information of the other party only to exercise its rights and fulfil its obligations under this Contract or in connection with it. Each party undertakes not to disclose to anyone any Confidential Information, except as:

• to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause; and
• as may be required by law, the competent court or any government or regulatory body.

11. INTELLECTUAL PROPERTY

11.1 All the Materials remain Your or Your licensor’s property and shall be transferred to us under a non-exclusive, worldwide, revocable, non-transferable and free license to use such Materials for the purposes of this Contract. The license granted to us by You will automatically terminate either (i) upon termination or expiration of this Contract, or (ii) when We complete the provision of the Services to You in accordance with this Contract.

11.2 The Customer shall defend us against and fully indemnify us for any costs or damages that may be awarded in a judgement by a court, or agreed by You in a settlement, to the extent arising from any claim or allegation that any Materials infringes the intellectual property rights of any third party.

11.3 Subject to clause 5.4. all intellectual property rights in the Work Results will be assigned to Customer upon Customer’s Approval of the Translated Works and Your compliance with these Terms.

11.4 The trademarks, names, logos and service marks (collectively “Trademarks”) are trademarks of the Company. Nothing contained in this Terms shall be construed as granting any license or right to use any Trademark without the Company’s prior written permission. The content on the Service is protected by intellectual property laws and may not be copied, distributed, modified, published, or transmitted in any manner.

11.5 Third party content and trademarks displayed on the Service are owned by their respective owners and may not be reproduced in whole, or in part, without the express written

11.6 In order to provide You and our other customers the best possible services, we (and those we work with) may use Your Materials and Work Results to generally improve the Services (for example, fine tune our turn around time estimates, or improve machine translation and machine learning systems) and develop new products or services ourselves or in partnership with third parties. If we do this, we never make Your Materials or Work Results publicly available.

12. FORCE MAJEURE

12.1 We reserve the right to suspend or defer the date of delivery, supply, or to cancel the Contract You have ordered (without liability to You) if We are prevented from or delayed in carrying on Our business or performing the Contract due to circumstances beyond Our (including Our agents’ or suppliers’) reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either Our or Your workforce), telecommunication or network disruption, or denial of service, provided that, if the circumstances in question continue for a continuous period in excess of 30 working days, either party shall be entitled to terminate the Contract on notice.

13. NON SOLICITATION

13.1 The Customer undertakes that during the term of engagement with the Company and for a period of 2 (two) years thereafter:

• not, directly or indirectly, solicit, hire or retain as an employee, service provider, or otherwise, any employee of the Company or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s engagement with the Company; and
• not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, service provider, agent, distributor, other customer or supplier of the Company to terminate, reduce or modify the scope of such person’s engagement with the Company.

13.2 If You, directly or indirectly, circumvent the provisions of this clause at any time during the period set out above then We shall, without prejudice to any other rights or remedies available to Us in these Terms or under applicable law, be entitled to compensation equal to the maximum fee that We would have received in connection with the provision of Services plus any and all professional fees and expenses, including any and all legal fees incurred by Us in connection with the recovery of such compensation and You shall pay Us the compensation detailed in this clause in clear and immediately available funds no later than five (5) working days after the completion, or entering into, of any transaction, agreement, or arrangement in contravention of the “Non Solicitation” clause to an account nominated by Us and notified to You from time to time.

14. CHANGES TO THE TERMS

14.1 We reserve the right to change these Terms from time to time. You will be informed on any changes to the Terms by email or notice on the Website. Changes to the Terms are effective when they are posted on the Website.

15. LAW AND JURISDICTION

15.1 These Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia. Any disputes or legal proceedings arising out of or relating to this Contract shall be resolved exclusively by the competent courts of the Republic of Estonia, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce or interpret this Contract, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

16. CONTACT US

16.1 Any questions and/or notices in connection to the Terms, shall be sent to info@audiocursive.com, or to the address: Harju maakond, Tallinn, Haabersti linnaosa, Päevalille tn 6-15, 13517, Estonia.