Contract of adhesion (public offer) regarding the provision of services for translation
1. General provisions
1.1. LIMITED LIABILITY COMPANY “TRANSLATION AGENCY ‘MACROGLOBAL’”, represented by Director Kateryna Mykolayivna Shagun, acting in accordance with the Articles of Association (hereinafter referred to as the “Contractor”), pursuant to Articles 633 and 641 of the Civil Code of Ukraine, hereby submits a public offer (hereinafter referred to as the “Public Offer”) to the Contractor’s Clients who wish to receive services and enter into a Contract for the Provision of Translation Services (hereinafter referred to as the “Contract”)
1.2. Payment for the Contractor’s services via wire transfer based on an invoice issued by the Contractor, including through the use of an electronic payment method, shall be deemed acceptance of the Agreement.
1.3. For the purposes of this Agreement, the Contractor and the Client shall be referred to individually as a “Party” and collectively as the “Parties.”
2. Subject Matter of the Agreement
2.1. The Contractor agrees to provide translation services under the terms set forth in this agreement, which include the written translation of texts of various types and levels of complexity from one language to another (the original language of the document and the target language shall be specified by the Client when the document is sent to the Contractor).
2.2. Translation services can be provided for any language specified by the client.
2.3. If necessary, the Contractor may independently decide to engage other individuals to perform services on a collaborative basis. These may include professional translators, linguists, legal entities, and individuals.
3. Contract Execution Procedure, Cost of Services
3.1. The contract is deemed to have been concluded upon the Client’s acceptance of the offer to provide translation services (Public Offer).
3.2. The Customer shall send the Order to the Contractor’s email address macroglobal@ukr.net.
3.3. The order must include: the text to be translated, the target language, and the type of translation (with or without the translator’s notarized signature; urgent or non-urgent; with or without the translation attached to the original, etc.).
3.4. The Contractor shall, within a reasonable time, send the Client a response specifying the turnaround time for the translation and its cost (estimated).
3.5. The cost of services and the turnaround time are determined on a case-by-case basis depending on the complexity of the text, the total number of characters (including spaces), the source and target languages, the urgency of the request, and the fees for any third-party service providers (if necessary).
The final cost of the translation may differ from the estimated cost provided by the Client by up to 10%.
4. Payment and Service Acceptance Procedures
4.1. Payment for translation services shall be made by the Client on a partial prepayment basis in the following manner:
– The Customer shall pay 50% of the estimated cost of the Services within 3 (three) calendar days of receiving the invoice.
The Customer shall pay the Contractor in full within 3 (three) calendar days of the Parties’ signing of the Certificate of Services Rendered, based on the Contractor’s invoice.
4.2. The Contractor shall begin providing services under the Contract and its ancillary agreements only after the advance payment has been credited to the Contractor’s bank account.
4.3. The documents confirming the provision of services under the Agreement are the Statement of Services Rendered, signed by both Parties. The Contractor shall send the Statement of Services Rendered to the Client via email, together with the translated text, for approval.
If the Customer fails to sign the Certificate within 2 (two) days of receiving it and fails to provide a written, reasoned refusal to sign the Certificate within 2 (two) days of receiving it, the Services shall be deemed to have been provided by the Contractor in full and shall be subject to payment.
5. Rights and Obligations of the Parties
5.1. Rights of the Contractor:
5.1.1. Require the Client to provide all necessary information and materials for the performance of translation services.
5.1.2. Determine the procedures and methods for providing translation services in accordance with quality standards and the Client’s requirements.
5.1.3. To receive payment for translation services rendered in accordance with the terms of the contract.
5.1.4. To refuse to provide Services to the Customer in the event of non-payment or partial payment for the Services within the established time limits, in accordance with paragraph 4.1. this Agreement, failure to order the Service in a timely manner, and the inability to provide the Service within the timeframes specified by the Customer, as well as in the event of a breach of the terms of this Agreement.
5.2. The Contractor agrees to:
5.2.1. To provide the Services ordered by the Customer, subject to payment by the Customer, in accordance with the terms of this Agreement.
5.2.2. Upon prior agreement, the completed translation of documents must be certified by a notary public through the certification of the translator’s signature or by the translation agency’s official seal.
5.2.3. Upon the Client’s request, provide complete and timely information regarding the progress of the translation services.
5.3. The Customer’s Rights:
5.3.1. The Client has the right to require the Contractor to provide translation services in accordance with the terms of the contract and established quality standards.
5.3.2. The Client has the right to receive from the Contractor complete and accurate information regarding the provision of translation services and the status of the work.
5.4. The Customer agrees to:
5.4.1. To provide the Contractor in a timely manner with accurate information and materials necessary for the performance of translation services;
5.4.2. Pay for translation services, provided by the Contractor in accordance with, amount and term, as provided for in this Agreement.
6. Liability of the Parties
6.1. In the event of a breach of this Agreement, the Party shall be liable in accordance with the applicable laws of Ukraine. A breach of this Agreement constitutes a failure to perform or improper performance thereof, that is, performance in violation of the terms and conditions set forth in this Agreement
6.2. A party shall not be liable for a breach of the Agreement if such breach occurred through no fault of its own (whether intentional or negligent).
6.3. In the event of non-performance or improper performance by the Contractor of the terms of this Agreement, the Contractor agrees to correct the improperly performed translation and editing at its own expense. Performance of the translation and editing is considered improper if it has resulted in a substantial change in the content of the document. Stylistic, spelling, clerical (technical), and synonym-related errors that do not alter the content of the text are not considered improper performance.
6.4. In the event of a delay in payment, the Customer shall pay the Contractor a penalty equal to twice the NBU discount rate applied to the value of the Services actually provided but not paid for within the time period specified in this Agreement, for each day of delay and for the entire duration of such delay. In the event that the Customer violates the payment terms by more than 10 (ten) business days, the Contractor shall have the right to demand payment of a penalty in the amount of 10% (ten percent) of the value of the Services actually provided, accepted by the Customer, but unpaid.
7. Privacy
7.1. Both parties agree to maintain confidentiality with respect to all Source Documentation related to this Agreement.
7.2. The parties agree not to disclose any confidential information to third parties without the prior written consent of the other party.
8. Force Majeure
8.1. The Contractor and the Customer shall be exempt from liability for failure to perform or delay in performing any obligations under this Agreement in the event of force majeure circumstances that make it impossible to perform the obligations under this Agreement and that they could not have foreseen or avoided by taking reasonable measures.
8.2. Force majeure circumstances include, but are not limited to, natural disasters (floods, earthquakes, fires, etc.), acts of war, military operations, terrorist acts, blockades, economic sanctions, as well as any actions or unforeseen circumstances that hinder or prevent the performance of obligations under this agreement.
8.3. In the event of force majeure, the party affected by such circumstances shall notify the other party within a reasonable period of time from the onset of the force majeure circumstances and shall make every effort to mitigate the consequences of such circumstances.
9. Personal Data
9.1. By accepting the terms of this Public Offer, the Customer consents to the collection, processing, and transfer of their personal data (including, but not limited to, email addresses, contact phone numbers, first names, last names, dates of birth, etc.) to the Contractor and other third parties engaged by the Contractor to perform this Agreement, to the extent necessary to fulfill the obligations under this Agreement.
9.2. The parties are obligated, in accordance with Ukrainian legislation on the protection of personal data, to ensure that personal data is adequately protected against any unlawful processing and unauthorized access. They undertake to take all necessary measures to prevent the disclosure of personal data by employees or any other authorized persons to whom such data has been transferred or who have become aware of it in connection with the performance of their duties under this Agreement.
10. Term of the Agreement
10.1. Effective date of the agreement:
10.1.1. This Agreement shall take effect upon the Customer’s acceptance of its terms, which occurs through the acceptance of the Contractor’s Public Offer.
10.2. Validity period:
10.2.1. This Agreement shall remain in effect until the Parties have fully performed their obligations under this Agreement
10.3. Termination of the contract:
10.3.1. The parties have the right to terminate this agreement by mutual consent at any time.
10.3.2. This Agreement may be terminated unilaterally by either Party. In the event of early termination of this Agreement at the initiative of one of the Parties, the initiating Party shall reimburse the other Party for any expenses incurred in connection with the performance of this Agreement.
10.3.3. Termination of the contract does not relieve the Parties from fulfilling obligations that have already accrued as of that time or from liability for breach of the terms of the contract.
11. Other Terms and Conditions
11.1. Breach of contract:
11.1.1. In the event of a breach of any of the terms of this agreement by one of the Parties, the other Party shall have the right to demand compensation for damages, caused by such breach, in accordance with, the procedure established by applicable law.
11.2. Jurisdiction:
11.2.1. This Agreement and all matters arising in connection with its performance or termination shall be governed by and construed in accordance with the laws of Ukraine, and the courts of Ukraine shall have exclusive jurisdiction over any disputes arising in connection with this Agreement.
12. Contractor’s Contact Information
Macroglobal Translation Agency, LLC
Ukraine, 01024, Kyiv, 17 Velyka Vasylkivska St., Suite 3A
EDRPOU Code 41937431
Account No. UA063052990000026001005008269 at JSC “PRIVATBANK”
Tel.: +38 (044) 227 01 24
Email: macroglobal@ukr.net