1. General Provisions

1.1. The Service is provided by Digital Hutch (hereinafter, "Company" "DIGITAL HUTCH" or "our" or "we" or "us"), a company incorporated under the Indian Law, having its registered office at 49 A, ?S-Extn, G. Floor, Mohan Garden, Dwarka Morh, New Delhi- 110059, INDIA and its branch office at 1224, Gaur City Mall, Sector 4, Gr. Noida west, Uttar Pradesh 201009.

1.2. The objective hereof is the provision of services associated with the scope of business of the DIGITAL HUTCH, i.e. mainly translating and interpreting activities or related services (hereinafter also as "Services").

1.3. User and Company are each a "Party" and collectively the "Parties".

1.4. These Terms are an electronic record in terms of the (Indian) Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms are published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 framed under the (Indian) Information Technology Act, 2000 (as amended from time to time), that require publishing the terms of services and practices for access or usage of Services. These Terms constitute a binding and legally enforceable contract between the Company and User (as defined below).

1.5. By using our service you agree to be bound by the Terms. If you are using the service on behalf of an organization, you are agreeing to the Terms on behalf of that organization (in which event, "you", "your", or "User" will refer to that organization).

1.6. DIGITAL HUTCH may consider as a Client, End User any person or entity that has placed an order with DIGITAL HUTCH, unless said person or entity has explicitly stated that they are acting on behalf and at the expense of a third party, with whose name and address they shall provide to DIGITAL HUTCH on placing the order.

1.7. A contractual relationship between the DIGITAL HUTCH and the Client may be established even without concluding a written contract based on a written order (usually placed by email). Such an order shall be binding on both Contracting Parties.

1.8. No terms or conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by a director of the Company. These Terms and Conditions shall be incorporated in every quotation, acceptance, and contract for work by us subject to the foregoing; any terms or conditions proposed by the Client are hereby excluded.

1.9. Use of our service is conditioned on the acceptance, without modification, of all terms and conditions of DIGITAL HUTCH, If you do not agree to be bound by these terms, you must not use the service. By continuing to use the services you expressly agree and undertake to be bound by these terms. Subject to applicable laws, these Terms (and any changes thereto) will become applicable to you retrospectively on and from the date of your first use of our service.

2. Representation

2.1. No oral representation or statement shall be binding upon the Company, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement.

3. Illegal Matters

3.1. The Client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libelous nature, and shall indemnify the Company in respect of all actions, claims, proceedings, costs, and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty. DIGITAL HUTCH refers here to Digital Hutch.

4. Confidentiality and Data Protection

4.1. DIGITAL HUTCH shall keep any information provided by the Client strictly confidential and require its employees to do the same. However, DIGITAL HUTCH shall not be liable for breaches of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.

4.2. Each party shall ensure that in the performance of its obligations under these Terms and Conditions and any Agreement, it will at all times comply with the relevant provisions of the Data Protection Act 2018.

4.3. The Company acknowledges that if we are required to process any data in the course of providing services governed by this Agreement we shall do so only on your instructions and subject to your compliance with applicable data protection legislation.

4.4. For retaining confidentiality, Records held in digital/paper format will be destroyed effectively after one month.

5. Scope of Services

5.1. DIGITAL HUTCH agrees to translate or have the text submitted by the customer translated, into the requested language by a contracted translator appropriately and professionally and to ensure that the translation is carried out without omissions, additions, or other content changes.

5.2. Individual subject terminology established by the customer is taken into consideration only upon prior agreement, if sufficient and complete documentation, i.e. previous translations or glossaries are supplied upon placing the order. Otherwise, specialist terms shall be translated following the quality norm as outlined above.

5.3. Translations are limited to text only. If the text contains pictures (i.e. graphics, comics, etc.) DIGITAL HUTCH may decline the translation of these sections or the entire text.

6. Quotes

6.1. Quotations are not binding on the Company and are given subject to confirmation by the Company upon receipt of the Client's order. No Agreement shall be concluded until such confirmation is given. Written quotations remain valid for 30 days after dispatch and thereafter will lapse unless otherwise stated in writing.

6.2. Quotations are given based on the Client's description of the source material, the purpose of the translation, and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.

6.3. Repetition of text does not alter the number of words counted due to likely differences in context, the need to typeset repeated text, and the difficulty involved in identifying every repetition in a file.

6.4. Information provided in the Company's brochures, website, or other published material is a general description only and does not form part of these Terms and Conditions.

7. Amendments and Supplements

7.1. If the Customer asks for an amendment to be made to the agreed schedule, Digital Hutch is entitled to charge the Customer for the extra work involved with such an amendment as per the applicable pricelist.

7.2. If the Customer wishes to make any other amendment to the assignment, Digital Hutch is entitled to deduct a surcharge in addition to the agreed price. Such an amendment includes the addition of supplementary conditions. The surcharge deduction is made in line with the applicable pricelist whereupon Digital Hutch is required to update the relevant terms of delivery and price in line with the amendment made.

7.3. The client shall inform DIGITAL HUTCH of special requirements if any before issuing of quotation. DIGITAL HUTCH may revoke quoted price if any such requirement is brought up after quotations. Any additional work arising from change or addition in the original text will attract extra charges.

8. Completion of Work

8.1. A date agreed by the Company for delivery is given and intended as an estimate only. The Company will make every endeavor to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such estimated date. Whilst we shall make every reasonable effort to meet the Client's requirements, late delivery shall not entitle the Client to withhold payment for services provided.

8.2. If a fixed delivery date is specifically provided for in writing and DIGITAL HUTCH fails to meet it for reasons other than matters beyond its control, and if the Client cannot reasonably be expected to brook any delay, the Client shall be entitled to cancel the contract. In such cases, however, DIGITAL HUTCH shall not be liable to pay any damages whatsoever.

8.3. The Client and the Company may, at any time after such date, concerning the originally anticipated delivery period, agree to a further date for delivery, and if delivery has not taken place by such date, no charge will be made and the contract will be considered canceled.

8.4. The Company reserves the right to sub-contract all or part of the work to a contractor(s) of its choice. We will not be liable in any circumstances for the consequences of failure to deliver or perform if the delay or failure is due to the non-delivery or non-performance by its sub-contractors.

8.5. In case of Force Majeure (illness, fire, Strike, Lockout, unanticipated Government action, Industrial Dispute, Civil Commotion, insufficient or deficient power supply, telecommunications including network communications, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Company's ability to deal with the order from the Client) Digital Hutch shall not be held responsible for any loss caused if Digital Hutch or its subcontractors are late in delivering an assignment due to unforeseen circumstances beyond the control of Digital Hutch or its subcontractors. The Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to cancel the order but, in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client, to the best of its ability, to complete their order.

9. Urgency

9.1. Although an urgency surcharge may be levied on urgent translations, because such urgency may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work submitted on an urgent basis. Should such completion of work necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.

9.2. There is no compulsion on DIGITAL HUTCH to complete the rush jobs in the time agreed due to the nature of such jobs. Delivery dates are provisional unless an explicit written agreement stipulates otherwise. DIGITAL HUTCH shall notify the Client immediately if it perceives that it will be unable to meet an agreed delivery date. Delivery shall be deemed to have taken place the moment the text is sent by post, fax, telex, courier, modem, the Internet, etc.

10. Delivery

10.1. DIGITAL HUTCH will Endeavour to return documents in roughly the same format. However, due to language differences such as different lengths of sentences, font characters, and language direction, not all formatting can be maintained. Where typesetting or design work is required, this must always be carried out post-translation with additional cost and requires proofreading to check that no modifications have altered the text.

10.2. As soon as we have delivered the products or services, you will be responsible for them and we will not be liable for their loss or destruction. Therefore, you would need to take the necessary steps to ensure the items. If you delay a delivery, our responsibility for everything other than damage due to our negligence will end on the date we agreed to deliver them.DIGITAL HUTCH shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against the client by any other person or entity, arising from or relating to services or product rendered by DIGITAL HUTCH, regardless of the nature of the claim or the form of the cause of action, whether in contract or tort, or otherwise, and even if DIGITAL HUTCH has been advised of the possibility of such damages by anything.

11. Quality

11.1. DIGITAL HUTCH will provide corrections in the translation in case there are errors in the translation and DIGITAL HUTCH shall only act on complaints if it sees fit to do so. This does not cover the difference in opinion of different people as there may be thousands of ways to express a single thought.

If the Client has any complaints about the service supplied by DIGITAL HUTCH, it shall submit them in writing (with relevant proof) as soon as possible, yet never later than 15 days after receiving the said service. Corrections are excluded if the discrepancy has been caused by the customer, i.e. by incorrect or incomplete information or faulty original text. Lodging a complaint shall not release the Client from its obligation to pay.

11.2. Unless the parties have separately agreed otherwise, DIGITAL HUTCH will not be responsible for

(i) stylistic changes, changes of specific terms, abbreviations;

(ii) correctness of the transliteration of names or addresses from or into a non-Latin alphabet;

(iii) incompatibility of the translation with the Client's software, if the translation is delivered in electronic format;

(iv) performance of a comprehensive quality check if the translation work has been ordered as express work; or

(v) errors in the translation that have been caused by errors in the original material (i.e. source language text).

11.3. Revisions are defined as removing, changing or altering any part of the content that we deliver to the client. We will continue the revision process within the specified terms and timeframe where possible to the Client's satisfaction. Clients are provided with a total of two (2) free revisions per assignment. If (2) revisions have been exhausted and further revisions are requested, that will be chargeable.

11.4. As per MSMED Act Sec. 2(b) If no complaints are made in writing by the client regarding acceptance of services within fifteen days from the day of the rendering of services, the service shall be deemed to have been fully accepted.

11.5. DIGITAL HUTCH changing any part of the translated or edited text at the Client's request shall in no way constitute an acknowledgment on the part of DIGITAL HUTCH of having supplied an inferior service.

11.6. The context of a text is critical to the quality of the final translation. Initial review of the text by DIGITAL HUTCH will Endeavour to identify text with ambiguous context. Where DIGITAL HUTCH requests further clarification but does not receive this, DIGITAL HUTCH will not be held responsible for incorrect translation.

11.7. DIGITAL HUTCH always advises clients to use both translation and proofreading. Proofreading involves a second, qualified translator reviewing the translated text relative to the original document. Proofreading guarantees consistency of terms and grammatical use. If the client chooses translation without proofreading, DIGITAL HUTCH cannot guarantee the documents will be consistent throughout in both uses of terminology and grammatical content.

12. Payment

12.1. All product and services sales to registered clients are invoiced on product delivery with payment terms of 07 days from date of invoice, Alternatively, mutually agreed between both parties. For translation services, product delivery is defined as translated project files delivered to the client.

12.2. For projects recognized of significant value payment terms are 60% on project start approval, and 40% against the final delivery of the project. Alternatively, mutually agreed between both parties.

12.3. As per MSMED Act Sec.16 If buyer fails to make payment of the amount to the supplier, as required under section 15, the buyer shall, notwithstanding anything contained in any agreement between the buyer and the supplier or in any law for the time being in force, be liable to pay compound interest with monthly rests to the supplier on that amount from the appointed day or, as the case may be, from the date immediately following the date agreed upon, at three times of the bank rate notified by the Reserve Bank.

12.4. Late payment or Non-payment of Invoice will attract legal interest rate until the payment has ?not been paid, and pursuant to the Late Payment will proceed for legal action as per "The ?Central Government vide notification number S.O. 5622 (E), dated the 2nd November 2018, ?Order 37 of Civil Procedure Code, and Section 406,417, 420 of Indian Penal Code.?

12.5. All payment fees associated with invoices, such as currency conversions and foreign transfers, shall be met by the client. The monetary amount received by DIGITAL HUTCH must match the total stated in the final invoice.

12.6. DIGITAL HUTCH may publicly reveal the client's credentials and any details in case the client does not fulfil claims arising from the above.

12.7. No Refunds- Charges paid by you for as advance or for the completed services are final and non-refundable. Our company has no obligation to provide refunds and by agreeing to these terms you hereby wave off your rights to claim refund from our company.

13. Termination

13.1. The customer may cancel the order at any time before the completion of the translation.

13.2. If an allocated order is canceled the customer is obligated to compensate DIGITAL HUTCH for the costs of the completed portion of the translation at that time. In any case, the cost reimbursement entitlement consists of a minimum of 50% of the contract value.

13.3. The documentation provided by the customer for translation purposes shall be returned immediately upon completion or termination without a reminder. The customer data or translation file provided within the scope of the contract remains with DIGITAL HUTCH for archive purposes, unless the customer specifically requests that his data or the supplied text for translation be deleted.

14. Liability

14.1. To the maximum extent permitted by law, the Company shall have no liability to the Client for any: (i) loss of profit; (ii) loss of business; (iii) loss of revenue; or (iv) indirect or consequential loss; arising under or in connection with the Agreement, the Services or any Order.

14.2. The Company shall incur no liability to the Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Agreement, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation.
14.3. The Client acknowledges that any materials submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption, or interception of any materials.

15. Supplier Information Security

15.1. DIGITAL HUTCH has a holistic Supplier Information security risk assurance process which helps in identification of Information security risks through different stages of vendor relations with the end objective of safeguarding critical & sensitive information, and information systems handled by Vendor.

15.2. DIGITAL HUTCH never share, rent, or lease the vendor contact details in any manner or for any purpose in any condition.

15.3. we treat our vendors as an extension of our team and all our vendors sign non-circumvent clauses within our vendor agreement, therefore they are unable to work or assist directly for DIGITAL HUTCH clients in any manner or for any purpose in any condition.

16. Damages against defamation

16.1. You shall not criticize, defame or misrepresent the Company and shall not, knowingly, commit any such actions which may result in the Company's image / business being adversely affected (through online reviews or otherwise). If you are found in breach this clause or defame the company in any manner, the company shall be liable to claim monetary damages of Rs.50,00,000/- (Rupees Fifty Lakh Only) against you.

17. Governing Law

17.1. Taxes will be deducted, as applicable.

17.2. These terms and conditions are governed by and are to be construed according to Indian law. Any disputes shall be subject to the exclusive jurisdiction of Delhi, India only.

17.3. These Terms and Conditions are subject to change without prior written notice.

17.4. Arbitration and Dispute Resolution- All claims and disputes arising out of but not limited to this Website, Service provided, quote, PO, and Invoices issued by our company are to be settled by binding arbitration.