PUBLIC OFFER AGREEMENT ON TRANSLATION/INTERPRETATION SERVICES

Moscow, version dated April 02, 2019

Limited Liability Company "LocalTrans", hereinafter referred to as the "Provider", acting in accordance with the laws of the Russian Federation, represented by Filipp Vein, Chief Executive Officer acting on the basis of the Articles of Association, hereby offers any adult individual (hereinafter, the Customer) to enter into this Public Offer Agreement (hereinafter, the Agreement) subject to the following terms and conditions.

TERMS AND DEFINITIONS
1. Billing Unit of Text for translation shall be one word. The scope of translation services shall be estimated using the service on the Provider’s website www.localtrans.eu.
2. Billing Unit of Interpreting (Consecutive) shall be one astronomical hour of the interpreter’s work (60 minutes). For the purposes of interpretation services lasting less than sixty (60) minutes, the full astronomical hour shall be the minimum billing unit. The starting time of the interpreter’s work under the Customer’s PO shall be the time specified by the Customer for the interpreter’s arrival, rather than the actual time of event (meeting, negotiations) start.
3. Billing Unit of Interpreting (Simultaneous) shall be one astronomical hour of work of two interpreters in a booth equipped with simultaneous translation facilities.
4. Source Materials shall mean text and audiovisual materials provided by the Customer on paper or electronic media (on CDs, flash drives, by e-mail, etc.).
5. Glossary shall mean a list of special terms and abbreviations used in source materials, containing:
  - definitions;
  - analogues in the target language;
  - as applicable, other reference or information materials, e.g., an in-house glossary, translation guidelines, rules for document preparation, etc.
6. The services shall be deemed provided:
  - for interpretation – the date of actual completion of the services;
  - for translation — the date of delivery of finished products (translated text) to the Customer by any means provided for herein and in PO.
GENERAL PROVISIONS
1. The Provider shall, subject to the Customer PO, provide interpretation (sequential/simultaneous) and/or translation services from/into Russian from/into a foreign language, from/into a foreign language from/into a foreign language, whereas the Customer shall accept and pay for these services.
2. ACCEPTANCE OF THE OFFER shall mean the full and unconditional acceptance by the Customer of the terms and conditions hereof, and shall comprise all the following actions of the Customer in totality:
  1. Submission of purchase order for services (hereinafter, the PO) on the Provider’s website www.localtrans.eu
  2. Payment by the Customer for the Provider's services subject to terms and conditions hereof.
3. Upon receipt of the PO, the Provider shall provide to the Customer’s e-mail address specified in the PO, an estimate of the cost of the order and timeframe of performance or inform about the impossibility of fulfilling the PO.
4. The finished translation shall be delivered to the Customer by e-mail address specified in PO.
RIGHTS AND OBLIGATIONS OF THE PARTIES
1. The Provider shall:
  1. For the purposes of translation, accept the Customer's source materials in the form agreed.
  2. Provide translations with proper quality.
  3. Ensure the adequacy of the translation to the received material, in compliance with the norms and rules of the target language.
  4. Making translation, strictly adhere to the Glossary (as provided by the Customer).
  5. In case of a reasoned complaint by the Customer provided in accordance with the terms and conditions hereof, eliminate any errors or inaccuracies in the translation within the term agreed upon by the Parties without additional charge.
2. The Provider shall have the right:
  1. In the absence of a Glossary, contact the Customer for advice on the translation of special terms and abbreviations.
  2. Use, taking into account the context, any translation of a term contained in publicly available and/or specialized dictionaries, if the Customer has not provided the approved term within two (2) business days of the Provider’s request (but no later than the deadline established by the Provider for delivery of the finished translation).
  3. If the Glossary or other reference and information materials are not provided by the Customer, the Provider shall have the right to rely solely on its own experience and knowledge and, at its discretion, use the translation of terms contained in publicly available/specialized dictionaries. Provided, however, the Provider shall adhere to the principle of consistency of terms throughout the entire PO, it shall use the same version of the translation of a typical word, phrase, sentence or segments of the text.
    In this case, the Customer shall have not right to refer to shortcomings in translation services associated with the discrepancy between the translation of specialized terms and abbreviations contained in the source materials and the meanings of such specialized terms and abbreviations communicated by the Customer in violation of the deadline established by the Provider in the PO.
  4. Suspend performance under PO in the event the Customer fail to perform or improperly performs hereunder.
  5. Engage third parties in the provision of services, provided, however, the Provider shall be liable for actions of such third parties as if they were its own.
  6. In any time and from time to time, make amendments and additions hereto, and to documents posted on the Internet in connection with the provision of services, without notifying or informing the Customer thereon.
3. The Customer shall:
  1. Reasonably in advance provide the Provider with reference material (if any) for translation/interpretation (e.g. presentations, speeches, reference materials, links to websites, brochures, booklets, and other similar material).
  2. If the Customer wishes that special terminology (accepted for use in the Customer’s organization) be used in the translation, then it shall specify thereof in PO and shall provide the Glossary.
  3. Pay for the Provider's services, reimburse the costs incurred by the Provider in performance under the PO subject to terms and conditions set forth herein.
  4. During the term hereof and two years thereafter, do not solicit for employment the translator/interpreter provided by the Provider for the purposes of the PO in the Customer’s organization or in any other organization, nor employ such a translator/interpreter during the specified period.
  5. Independently and from time to time familiarize itself with the latest version hereof before acceptance hereof.
4. The Customer shall have the right to:
  1. Make complaints regarding the quality of the translation/interpretation provided it contains significant deficiencies, including distortions of meaning or inaccuracies, omissions, terminological, grammatical and syntactic errors, if the translation/interpretation was performed without or with inaccurate use of the Glossary timely provided by the Customer.
  2. Should the Customer has any complaints about the quality of the translation/interpretation, it shall state it in writing and send to the Provider by email within three (3) months of the service completion by the Provider. The complaint shall contain specific comments regarding the quality of the Services, and the desired timing and ways to eliminate deficiencies. Should the Provider accept the complaint, the Provider shall provide cure thereto within the term agreed upon by the Parties. Should the Provider reject the Complaint, the Parties shall start dispute resolution procedures including claims and litigation in accordance with Clause 8.1 of this Agreement.
  3. Should the provisions of Clause were not met, Should the Customer has any complaints about the quality of the translation/interpretation, it shall state it in writing and send to the Provider by email within three (3) months of the service completion by the Provider. The complaint shall contain specific comments regarding the quality of the Services, and the desired timing and ways to eliminate deficiencies. Should the Provider accept the complaint, the Provider shall provide cure thereto within the term agreed upon by the Parties. Should the Provider reject the Complaint, the Parties shall start dispute resolution procedures including claims and litigation in accordance with Clause 8.1 of this Agreement. no claims to quality shall be accepted.
COST OF SERVICES, PROCEDURE FOR ACCEPTANCE AND PAYMENT
1. The Customer shall pay for services hereunder by bank transfer using the electronic payment service on the Provider’s website www.localtrans.eu. If the Provider issues a payment invoice to the Customer, the Customer shall pay on the basis and subject to terms stated in the invoice to the account of the Provider or a third party specified by the Provider in the invoice.
  The date of payment shall be the date of the Provider's account credit with the relevant amount.
2. After receipt of the PO from the Customer, the Provider shall estimate the cost of Services and communicated it to the Customer in an email. The Provider applies the simplified tax system, therefore the services are tax exempt.
3. The Customer shall submit a PO for interpretation (consecutive/simultaneous) translation at least three (3) business days before the interpretation date. Otherwise, an upward adjustment of 1.5 shall be applied to the cost of the Provider's services.
4. If the Provider provides interpretation services on a weekend (Saturday, Sunday) or an official holiday, an upward adjustment of 1.5 shall be applied to the cost of the Provider's services.
5. The Customer shall reimburse for the cost of travel to the place of interpretation (by road, air or rail, in a class no lower than economy or coupe), if necessary, the cost of accommodation in a hotel of no less than 3 stars, and meals of the interpreter (effective costs). The Customer shall have the right to independently arrange travel, accommodation and meals for the interpreter.
6. The Customer shall pay for the Provider's services and reimburse for the Provider's expected expenses on the basis of full advance terms on the basis of the Provider's estimate of the scope of ordered services and reimbursement of expenses, within two (2) business days of the PO submission to the Provider and receipt estimate of the Provider.
  Should no payment be received from the Customer within the period specified in this Clause, the estimate of the cost of the Provider’s services shall be void.
7. If the cost of the Provider's services or the amount of the Provider's actual expenses as a result of the provision of services exceeds the advance payment made by the Customer, the Customer shall make an additional payment within five (5) business of the Provider's notice of request for additional payment. Additional payment shall be made subject to the terms set forth in Clause 4.1 above.
8. The Provider shall have the right not to delay the start of services until the Customer has paid the advance for the Provider's services in full.
9. For the purposes of the services acceptance by the Customer, the following procedure shall apply:
  1. For the interpretation (consecutive/simultaneous), the Customer's representative and the interpreter shall, promptly after the service completion, sign the Work Schedule in the Provider's form, stating the start and end time of the interpreter's work. If the Customer has complaints regarding the quality of services provided, such complaints shall be specified in the Schedule. In the event of an unreasonable refusal by the Customer to sign such a Schedule, the interpreter shall make a note in the Schedule thereon.
  2. No services acceptance certificate shall be executed hereunder. The Customer shall be obliged to accept the Provider's services. Services are considered to be provided by the Provider properly and accepted by the Customer without comments in the absence of complaints in accordance with Clauses 3.4.2, 3.4.3 hereof.
LIABILITY OF THE PARTIES
1. The Provider shall not be liable for violation of copyright, neighboring or other rights that occurred in connection with interpretation/translation into another language and/or transfer of text materials from the Customer to the Provider and/or from the Provider to the Customer hereunder.
2. The Provider shall not be liable for the reliability, veracity and/or correctness of the information contained in the Customer’s source materials translated by the Provider.
3. Should the Customer refuses the Provider's services (regardless of due performance by the Provider) after completing the PO and paying for the Provider's services, the cost of the advance made to the Customer shall not be refunded and shall be fine for unilateral refusal of services.
4. If the Customer refuses the Provider's services (regardless of due performance by the Provider), the Customer shall in any case reimburse for all expenses actually incurred by the Provider until the date of receipt of the Customer's notice of cancellation of the Agreement.
5. For violation under Clause 3.3.4. hereof, the Customer shall, subject to the written request of the Provider and within the term specified therein, pay a penalty of two hundred thousand rubles (RUB 200,000).
6. The parties shall be liable for non-performance or improper performance hereunder in accordance with the applicable laws.
7. The Provider shall not liable for the failure of the service provided to meet the Customer's expectations and/or for its subjective assessment. Such a discrepancy with expectations and/or a negative subjective assessment shall not be a reason to consider the services provided to be of poor quality or not in the agreed scope, just as the opinions of third parties (other translators/interpreters) that differ from the opinion of the Provider (its translators/interpreters).
8. For violation of terms of payment for services or reimbursement for the Provider's expenses in accordance with this Agreement, the Customer shall, at the request of the Provider sent by email to the Customer, within ten (10) business days of the request receipt, pay a penalty of one percent (1%) of the unpaid obligation per day of delay.
CONFIDENTIALITY
1. The "Confidential Information" terms shall include any information disclosed in any form by one of the Parties to the Agreement to the other Party with the requirement not to transfer this information to third parties without the consent of its owner. Confidential information includes information of any nature (production, technical, economic, financial, marketing, organizational, etc.), information about methods of carrying out professional activities that have actual or potential commercial value due to their unavailability to third parties, except for information which is:
  - in publicly available sources of information or are otherwise publicly available;
  - lawfully obtained from a third party without an obligation to protect its confidentiality;
  - lawfully known to the Party that received them until it is disclosed by the other Party;
  - independently developed by the receiving Party without use or reference to Confidential Information transmitted by the other Party to the Agreement.
2. The Provider shall not disclose or transfer Confidential Information to third parties, except in cases where such information may be disclosed with the permission of the Customer in the course of work under the Agreement concluded between the Customer and the Provider. The Provider limits the disclosure of confidential information, providing access to it only to those employees of the Provider whose activities require knowledge of such information. The above-mentioned employees must be aware that they are required to maintain the confidentiality of information and limit its use.
3. The Provider acknowledges that obligations to maintain confidential information apply to information transferred to it by the Customer both after and before the date of conclusion of this Agreement.
4. Obligations to maintain confidentiality shall be in force for the entire term hereof and two (2) years thereafter.
5. Any of the Parties may make press releases and other public announcements relating to this Agreement subject to the prior approval of the other Party.
6. The text and terms of this Agreement are recognized by the Parties as Confidential Information and are not subject to disclosure to third parties without the written consent of the second Party, except for cases provided for by applicable laws.
TERM
1. This Agreement comes into force from the moment of its acceptance by the Customer and is valid until the Parties fulfill their obligations in full.
2. Termination of this Agreement does not relieve the Parties from liability for violation of its terms.
FORCE MAJEURE
1. In the event of force majeure, which include, natural disasters, fires, riots, military actions, illegal actions of third parties, the entry into force of legislative acts, government regulations and orders of state bodies that directly or indirectly prohibit the types of activities specified herein, preventing the Parties from performance hereunder, and other circumstances beyond the control of the Parties, the Parties shall be released from liability for failure to perform if, ten (10) days from the onset of such circumstances (provided there is communication), the Party exposed notifies thereof to the other Party. The Party exposed to losses due to force majeure may request from the exposed Party documentary evidence (certificate of the Chamber of Commerce and Industry of the Russian Federation) of the fact and scale of the events that occurred.
DISPUTE RESOLUTION
1. Disputes that may arise from or in connection with the Agreement will be resolved by the Parties through a claim procedure. The term for consideration of the claim shall be ten (10) business days from the receipt date. If it is impossible to resolve the dispute at the pre-trial stage, it is subject to consideration in court at the location of the Provider.
MISCELLANEOUS
1. The Parties recognize the legal force of electronic letters, scanned copies of documents signed with a handwritten signature, sent by email to the Parties (from the Customer - from the email address specified in the PO) from the Provider - order@localtrans.ru) and recognize them as equivalent to paper documents media, unless the agreement provides for a paper written form of the document or unless otherwise agreed upon by the Parties.
2. The Parties shall promptly inform each other of any difficulties that may arise that may lead to failure to perform hereunder in whole or in its individual terms.
3. If any of the provisions of this Agreement becomes invalid, then the remaining provisions shall remain valid.
4. In all cases not provided herein the Parties shall be governed by the applicable laws of the Russian Federation. The applicable law shall be the laws of the Russian Federation.
5. By sending the Provider source materials for translation or performing other actions provided for herein, the Customer confirms that these materials do not infringe any third parties rights thereto.
6. The Provider transfers to the Customer exclusive rights to the deliverables hereunder, should the services result in creation of an intellectual property object. In this case, the Provider's remuneration for the transfer of exclusive rights shall be 1% of the cost of the relevant services, which shall be included in the price and shall not be due or payable independently.
7. The Customer has the right to use the deliverables hereunder at its own discretion, including publish in the media and the Internet, exhibitions, for outdoor advertising, in the press, or for any other purposes that do not contradict the applicable laws of the Russian Federation without indicating the authorship of the works.
8. Relations regarding the processing of the Customer’s personal data are governed by the Provider’s personal data and confidentiality policy at: www.localtrans.eu/privacy-policy/, which are an integral part hereof.
9. The Customer acknowledges that all the terms of this Agreement are clear, and accepts them unconditionally and in full.