General Terms and Conditions for Customers

General Terms and Conditions for Customers / Services Agreement

1. Scope of the General Terms and Conditions

These general terms and conditions ("General Terms and Conditions / Services Agreement") are applicable to all services provided ("Services") by the TRAVERSE company issuing the quotation, sales order or any other written agreement ("TRAVERSE"), to any legal entity ("Customer").

Any Customer order will be subject to the following General Terms and Conditions. These General Terms and Conditions shall also apply to future, supplementary and follow-up orders placed by the ordering party even if these General Terms and Conditions are not declared explicitly for any such future or subsequent orders.

The Customer is required to check regularly on the following General Terms and Conditions in order to be aware of any amendment or addition to such provisions. All of the provisions of the General Terms and Conditions constitute the entire agreement between the Parties with respect to its subject matter. Any contrary or special conditions imposed by the Customer on any third party related to the Customer, regardless of the date and medium, shall not be binding on TRAVERSE, unless otherwise agreed in writing by TRAVERSE.
Unless specified otherwise, quotations, invoices and purchase orders must be in written and/or electronic form.

Any agreement deviating from these General Terms and Conditions must be in written form and if a written framework contract has been executed between TRAVERSE and the Customer, these General Terms and Conditions shall not apply.

1.1. Services Provided

1.1.1. Description of Services: TRAVERSE provides a range of translation and localization services, including but not limited to:

• AI Translation Services: Automated translation utilizing artificial intelligence technologies.
• Machine Translation: Translation performed by computer algorithms.
• Standard Translation Services: Professional human translation of written text.
• Desktop Publishing (DTP): Layout and design services for translated documents.
• Website Localization: Adapting website content for different languages and regions.
• Video Localization: Adapting video content for different languages, including subtitles and dubbing.
• Transcreation: Creative translation that adapts the content to resonate with a different audience.
• Proofreading Services: Reviewing and correcting translated documents for accuracy and fluency.
• Linguistic Quality Assurance: Ensuring the quality and consistency of translation and localization work.
• Interpreting: Providing oral translation services in real-time.
• E-Learning: Translation and localization of online learning materials.
• Copywriting: Creating and translating marketing and promotional content.
• Voice-Over & Dubbing: Providing voice-over and dubbing services for multimedia content.
• Transcription Services: Converting spoken language into written text.
• Subtitling Services: Adding subtitles to video content.
• Software Localization: Adapting software applications for different languages and regions.
• Multilingual SEO: Optimizing content for search engines in multiple languages.
• Consultancy Service: Providing expert advice on language and localization strategies.
• Game Localization: Adapting video games for different languages and cultures.

2. Orders

2.1. Ordering Process

2.1.1. Request for Services
The Customer may request Services by submitting a written or electronic order, request for quotation, or other communication to TRAVERSE. Upon receipt of a request, TRAVERSE will provide the Customer with a quotation outlining the scope, timelines, and pricing of the Services.

2.1.2. Acceptance of Orders
An order is considered accepted only when TRAVERSE issues a written confirmation of the order or begins executing the Services. TRAVERSE reserves the right to accept or reject any order at its discretion. Orders are subject to these General Terms and Conditions, and acceptance of any order is conditional on the Customer’s acceptance of these terms.

2.1.3. Order Confirmation
All orders will be confirmed in writing by TRAVERSE, either through a formal order confirmation document, email, or another electronic communication. This confirmation will specify the details of the Services, including the scope of work, deadlines, and agreed pricing.

2.1.4. Customer Obligations
The Customer is responsible for providing all necessary materials, information, and instructions required for the execution of the Services. Failure to provide accurate and complete information may result in delays or additional costs, for which the Customer shall be liable.

2.2. Change Order

2.2.1. Requesting Changes
The Customer may request changes to the scope, specifications, or timelines of an order by submitting a written change request to TRAVERSE. All change requests must be documented in writing and are subject to TRAVERSE's review and approval.

2.2.2. Approval of Changes
TRAVERSE will evaluate the impact of the requested changes on the cost, timeline, and scope of the Services and will provide the Customer with a revised quotation or order confirmation if applicable. Changes will only be implemented upon the Customer’s written approval of the revised terms.

2.2.3. Effect of Changes
Any agreed changes to an order may affect the delivery schedule, cost, or scope of the Services. TRAVERSE will not be held liable for any delays, additional costs, or other issues arising from changes requested by the Customer.

2.2.4. Additional Costs
If the requested changes result in additional costs, the Customer shall be responsible for such costs, which will be invoiced separately according to the revised order confirmation or agreement.

2.3. Cancellation Order

2.3.1. Cancellation by Customer
The Customer may cancel an order by providing written notice to TRAVERSE. Cancellations are subject to acceptance by TRAVERSE and may incur cancellation fees. The amount of the cancellation fee will depend on the stage of completion of the Services at the time of cancellation.

2.3.2. Cancellation Fees
If the Customer cancels an order after TRAVERSE has begun work, the Customer will be liable for all costs incurred up to the point of cancellation, including any work completed and any expenses incurred by TRAVERSE in preparing to deliver the Services. Cancellation fees may be calculated as a percentage of the total order value, depending on the progress of the work.

2.3.3. Non-Refundable Services
Certain Services may be non-refundable once commenced or completed, including but not limited to Services where significant resources or third-party services have been allocated or utilized. The Customer will be informed of any non-refundable Services at the time of order confirmation.

2.3.4. Cancellation by TRAVERSE
TRAVERSE reserves the right to cancel an order at any time if the Customer fails to fulfill their obligations, including but not limited to non-payment, failure to provide required information, or breach of these General Terms and Conditions. In such cases, TRAVERSE will notify the Customer in writing, and the Customer will be liable for all costs incurred up to the point of cancellation.

2.3.5. Refunds
In cases where a refund is due, TRAVERSE will process the refund in accordance with its refund policies and within a reasonable timeframe. Refunds will be issued using the same method of payment as the original transaction, unless otherwise agreed.

By placing an order with TRAVERSE, the Customer acknowledges and agrees to these terms regarding the ordering process, change orders, and cancellation of orders.

3. Quality

3.1. Quality Standards

TRAVERSE is committed to delivering high-quality Services that meet or exceed industry standards. The quality of each service is maintained through rigorous processes, expert personnel, and continuous improvement practices. TRAVERSE employs qualified professionals with the necessary skills and experience to provide each type of service, ensuring that the output aligns with the Customer's requirements and expectations.

3.2. Service-Specific Quality Measures

3.2.1. AI Translation Services & Machine Translation
TRAVERSE uses advanced AI and machine translation technologies to provide quick and cost-effective translation solutions. While these services offer high-speed processing and can handle large volumes of text, they may not always match the quality of human translation. TRAVERSE will make reasonable efforts to refine and enhance the output using AI tools but cannot guarantee 100% accuracy for all contexts. Customers are advised to request additional proofreading or human review for critical documents.

3.2.2. Standard Translation Services
TRAVERSE’s standard translation services are performed by professional translators who are native speakers of the target language and have expertise in the relevant subject matter. Each translation undergoes a review process to ensure accuracy, consistency, and cultural appropriateness.

3.2.3. Desktop Publishing (DTP)
For DTP services, TRAVERSE ensures that the formatting, layout, and design of translated documents match the source material, maintaining visual consistency while adapting the content for the target audience. Quality checks are performed to ensure that all translated text fits appropriately within the design constraints.

3.2.4. Website and Video Localization
Localization services include adapting content to meet the linguistic, cultural, and functional requirements of the target market. This process involves not only translating the content but also ensuring that it is appropriate for the intended audience. TRAVERSE conducts thorough quality assurance checks to ensure that localized content is error-free and functions correctly within its digital environment.

3.2.5. Transcreation and Copywriting
Transcreation and copywriting services are aimed at adapting marketing and creative content in a way that resonates with the target audience. TRAVERSE works closely with the Customer to understand the intended message, tone, and style, ensuring that the adapted content achieves the desired impact while maintaining the integrity of the original material.

3.2.6. Proofreading Services and Linguistic Quality Assurance
Proofreading and linguistic quality assurance involve a detailed review of translated content to identify and correct errors in grammar, punctuation, spelling, and style. TRAVERSE's quality assurance process includes multiple levels of review to ensure that the final output is accurate, clear, and consistent with the Customer’s specifications.

3.2.7. Interpreting and Voice-Over & Dubbing
For interpreting, voice-over, and dubbing services, TRAVERSE employs skilled professionals with expertise in the relevant languages and fields. Quality is maintained through careful selection of interpreters and voice talent, as well as thorough preparation and coordination to meet the specific needs of each project.

3.2.8. Transcription and Subtitling Services
TRAVERSE’s transcription services provide accurate conversion of spoken language into written text, while subtitling services ensure that video content is accessible to audiences in different languages. Both services include quality checks to verify the accuracy and synchronization of the text with the audio or video content.

3.2.9. Software and Game Localization
Localization of software and games includes translation of the user interface, help files, and in-game content, as well as adaptation to regional conventions and regulatory requirements. TRAVERSE conducts functional testing to ensure that the localized software or game operates correctly and provides a seamless user experience.

3.2.10. Multilingual SEO
TRAVERSE’s multilingual SEO services involve optimizing content to improve its visibility in search engines for different languages and regions. This service includes keyword research, content adaptation, and SEO best practices tailored to the target market.

3.2.11. Consultancy Service
TRAVERSE offers consultancy services to provide expert guidance on language, translation, and localization strategies. The quality of consultancy services is ensured through the use of experienced consultants who provide tailored advice based on the Customer’s specific needs and objectives.

3.3. Customer Feedback and Quality Assurance

3.3.1. Feedback and Revisions
TRAVERSE encourages Customers to provide feedback on the quality of Services received. In cases where the output does not meet the agreed specifications or quality standards, the Customer may request revisions. TRAVERSE will address any identified issues and make reasonable efforts to correct them promptly and at no additional cost, provided that the request for revisions is made within a reasonable timeframe from the delivery date.

3.3.2. Quality Disputes
In the event of a dispute regarding the quality of Services, the parties agree to work together in good faith to resolve the issue. If the dispute cannot be resolved through mutual agreement, it may be subject to the dispute resolution procedures outlined in these General Terms and Conditions.

3.4. Limitations of Liability for Quality

While TRAVERSE strives to provide the highest quality of Services, the nature of translation and localization work involves some inherent risks, such as variations in interpretation and context. TRAVERSE’s liability for quality issues is limited to the cost of the affected Services, and TRAVERSE will not be liable for any indirect, consequential, or incidental damages arising from quality-related issues, including loss of business, profits, or reputation.

By engaging TRAVERSE, the Customer agrees to the quality standards and limitations outlined in these General Terms and Conditions.

4. Acceptance

4.1. For All Services

4.1.1. Delivery and Acceptance Procedure
Upon completion of the Services, TRAVERSE will deliver the final output to the Customer through the agreed medium, such as electronic files, printed documents, or other formats specified in the order confirmation. The Customer is responsible for reviewing the delivered Services within a specified acceptance period of [5 business days] from the date of delivery.

4.1.2. Customer Review
During the acceptance period, the Customer should thoroughly review the delivered Services to ensure they meet the agreed specifications, requirements, and quality standards. If the Customer identifies any issues, errors, or deviations from the agreed terms, they must notify TRAVERSE in writing within the acceptance period, detailing the specific areas of concern.

4.1.3. Acceptance or Rejection
If no issues are reported within the acceptance period, the Services will be deemed accepted by the Customer. Acceptance of the Services confirms that TRAVERSE has fulfilled its obligations under the order, and the Customer agrees to make payment in full as per the agreed terms. If the Customer reports issues within the acceptance period, TRAVERSE will review the concerns and, if valid, make the necessary corrections or revisions to meet the agreed standards.

4.1.4. Revisions and Corrections
TRAVERSE will make reasonable efforts to address any valid concerns or discrepancies reported by the Customer within the acceptance period. Corrections will be made in accordance with the original order specifications, and any additional requests beyond the initial scope may incur additional charges. TRAVERSE will provide the corrected output within a reasonable timeframe, as agreed upon by both parties.

4.1.5. Final Acceptance
Following the completion of any revisions or corrections, TRAVERSE will re-deliver the corrected Services to the Customer for final review. The Customer will have an additional acceptance period of [5 business days] to review the corrected output. If no further issues are reported within this period, the Services will be considered finally accepted.

4.1.6. Deemed Acceptance
If the Customer fails to provide feedback or notify TRAVERSE of any issues within the designated acceptance period(s), the Services will automatically be deemed accepted. Deemed acceptance implies that the Customer acknowledges and agrees that the Services meet the agreed specifications and quality standards.

4.1.7. Limitations on Rejection
Rejection of the Services will only be valid if the output significantly deviates from the agreed order specifications or fails to meet the essential quality standards as outlined in these General Terms and Conditions. Minor discrepancies, typographical errors, or subjective differences in interpretation will not constitute grounds for rejection.

4.1.8. Third-Party Review
If the Customer requires a third-party review or external quality assessment of the Services, such arrangements must be agreed upon in advance and specified in the order confirmation. TRAVERSE will not be bound by the findings of any third-party review unless explicitly agreed in writing.

4.1.9. Completion and Closure
Once the Services have been accepted, whether expressly or by default, TRAVERSE's obligations under the order will be considered fulfilled, and the project will be officially closed. Any further requests for modifications or additional work will be treated as new orders and will be subject to TRAVERSE’s standard ordering process and terms.

4.1.10. Documentation of Acceptance
For Services requiring formal documentation of acceptance, such as signed acceptance forms or other records, the Customer agrees to provide such documentation promptly upon completion of the acceptance process. Failure to provide formal acceptance documentation will not affect the deemed acceptance of the Services as per the terms outlined above.

By engaging TRAVERSE for Services, the Customer agrees to the acceptance procedures and terms specified in these General Terms and Conditions.

5. Obligations of the Customer

5.1. Provision of Information and Materials
The Customer is responsible for providing TRAVERSE with all necessary information, documents, reference materials, and any other inputs required for the execution of the Services. This includes but is not limited to source texts, glossaries, style guides, and any specific instructions relevant to the project. The Customer must ensure that all provided materials are accurate, complete, and delivered in a timely manner. TRAVERSE will not be liable for any delays, errors, or additional costs resulting from the Customer’s failure to provide the required information or materials.

5.2. Timely Communication
The Customer must respond promptly to TRAVERSE’s requests for information, feedback, approvals, or other communications related to the Services. Delays in communication from the Customer may impact the agreed timelines and may result in additional charges for expedited processing or other accommodations needed to meet the original deadlines.

5.3. Approval of Deliverables
The Customer is obligated to review and approve the deliverables within the acceptance period specified in these General Terms and Conditions. Failure to review and provide feedback within the agreed timeframe will result in deemed acceptance, as outlined in the Acceptance section. The Customer’s approval confirms that the deliverables meet the agreed specifications and quality standards.

5.4. Payment Obligations
The Customer agrees to pay all invoices issued by TRAVERSE in full and by the due date specified in the invoice. Payments must be made in the agreed currency and through the specified payment methods. The Customer is responsible for any bank charges, transfer fees, or other costs associated with the payment process. Late payments may incur interest charges or penalties as specified in the payment terms of the quotation or sales order.

5.5. Compliance with Legal and Regulatory Requirements
The Customer is responsible for ensuring that all materials and instructions provided to TRAVERSE comply with applicable laws, regulations, and third-party rights, including intellectual property rights, data protection laws, and confidentiality obligations. TRAVERSE will not be liable for any breaches of legal or regulatory requirements resulting from the Customer’s instructions or materials.

5.6. Confidentiality and Data Protection
The Customer must handle all confidential information received from TRAVERSE with the same level of care as their own confidential information and in accordance with any applicable data protection laws. The Customer agrees not to disclose TRAVERSE’s confidential information to any third parties without prior written consent from TRAVERSE, except as required by law.

5.7. Technical Requirements and Access
If the execution of the Services requires access to the Customer’s systems, platforms, or other technical environments, the Customer must provide such access in a secure and timely manner. The Customer is responsible for ensuring that all necessary technical requirements are met, including software compatibility, user access, and any other prerequisites needed for TRAVERSE to perform the Services effectively.

5.8. Cooperation and Support
The Customer agrees to cooperate fully with TRAVERSE throughout the duration of the project. This includes providing timely feedback, making decisions, and supplying any additional information or resources requested by TRAVERSE to facilitate the completion of the Services. Lack of cooperation or support from the Customer may impact project timelines and outcomes, for which TRAVERSE will not be held liable.

5.9. Representation and Warranties
The Customer represents and warrants that all information, materials, and instructions provided to TRAVERSE are accurate, lawful, and free from any third-party claims. The Customer further warrants that they have the necessary rights and permissions to use and provide all materials supplied to TRAVERSE for the purposes of executing the Services.

5.10. Indemnification
The Customer agrees to indemnify, defend, and hold harmless TRAVERSE, its affiliates, and its employees from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to:
- Any breach by the Customer of these General Terms and Conditions.
- Any infringement of third-party rights, including intellectual property rights, resulting from the materials or instructions provided by the Customer.
- Any failure by the Customer to comply with applicable laws and regulations.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to fulfill the obligations outlined in these General Terms and Conditions, ensuring a smooth and efficient service delivery process.

6. Limitation of Liability

6.1. Exclusion of Warranties
TRAVERSE provides its Services "as is," without any express or implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. While TRAVERSE endeavors to deliver high-quality Services, it does not guarantee that the Services will be error-free, completely accurate, or suitable for the Customer's specific needs beyond the agreed specifications.

6.2. Limitation on Direct Damages
To the maximum extent permitted by law, TRAVERSE's total liability to the Customer for any claims, damages, or losses arising out of or in connection with the Services provided under these General Terms and Conditions shall be limited to the amount paid by the Customer for the specific Service from which the claim arises. In no event shall TRAVERSE’s total liability exceed the amount paid or payable for the Services under the applicable order.

6.3. Exclusion of Indirect, Consequential, and Incidental Damages
TRAVERSE shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profits, loss of business opportunities, loss of revenue, loss of data, loss of reputation, or business interruption, even if TRAVERSE has been advised of the possibility of such damages. This exclusion applies regardless of the cause of action, whether in contract, tort (including negligence), strict liability, or otherwise.

6.4. Force Majeure
TRAVERSE shall not be liable for any failure to perform or delay in performing its obligations under these General Terms and Conditions if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, strikes, labor disputes, civil unrest, government actions, utility failures, or interruptions in communication or internet services. In such cases, TRAVERSE will make reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as practicable.

6.5. Customer Responsibilities and Mitigation
The Customer is responsible for taking all necessary precautions to safeguard their data, systems, and business operations. TRAVERSE’s liability does not extend to losses resulting from the Customer’s failure to fulfill their own responsibilities, including but not limited to providing accurate information, complying with legal requirements, and maintaining appropriate data backups. The Customer is obligated to take reasonable measures to mitigate any damages arising from TRAVERSE’s performance of the Services.

6.6. Claims and Notice
Any claims for damages against TRAVERSE must be made in writing and submitted within [15 days] from the date on which the Customer became aware, or should have become aware, of the circumstances giving rise to the claim. Claims made after this period will be deemed waived and will not be enforceable against TRAVERSE.

6.7. Third-Party Liability
TRAVERSE shall not be liable for any third-party claims against the Customer arising out of or relating to the use of the Services. This includes claims based on the content, accuracy, legality, or appropriateness of materials provided by the Customer to TRAVERSE or the use of Services for purposes not intended or specified in the agreement between TRAVERSE and the Customer.

6.8. No Liability for Unauthorized Use
TRAVERSE shall not be liable for any losses or damages resulting from the unauthorized use of the Services by the Customer or third parties. The Customer is responsible for ensuring that the Services are used in accordance with applicable laws, regulations, and these General Terms and Conditions.

6.9. Cumulative Liability
The limitations of liability outlined in this section are cumulative and not per incident. They apply to all claims arising out of or related to the Services, including but not limited to breach of contract, tort (including negligence), strict liability, misrepresentation, or other grounds for liability.

6.10. Acknowledgment of Risk
By engaging TRAVERSE for Services, the Customer acknowledges and accepts the risks inherent in the nature of the Services, including the potential for errors, omissions, or misunderstandings in translation, localization, or other related services. The Customer agrees that the limitations of liability outlined in these General Terms and Conditions are reasonable and necessary to protect TRAVERSE from disproportionate legal exposure.

The Customer’s use of the Services constitutes their agreement to these limitations of liability, and they waive any rights to claim damages beyond those expressly provided for in these General Terms and Conditions.

7. Force Majeure

7.1. Definition
For the purposes of these General Terms and Conditions, "Force Majeure" refers to any event or circumstance beyond the reasonable control of TRAVERSE that prevents or hinders the performance of its obligations under the agreement. Such events may include, but are not limited to, acts of God (such as earthquakes, floods, hurricanes, or other natural disasters), war, terrorism, civil unrest, strikes, labor disputes, government actions, pandemics, epidemics, fires, explosions, embargoes, utility failures, interruptions of transportation or communication services, cyber-attacks, or any other event that could not have been reasonably anticipated or mitigated.

7.2. Effects of Force Majeure
In the event of a Force Majeure, TRAVERSE shall be relieved from its obligations under these General Terms and Conditions to the extent that and for as long as the performance of such obligations is affected by the Force Majeure event. During the period of Force Majeure, TRAVERSE will not be considered in breach of contract and shall not be liable for any failure to perform or any delay in performing its obligations as a result of the Force Majeure event.

7.3. Notification
TRAVERSE shall notify the Customer as soon as reasonably possible upon becoming aware of a Force Majeure event that may affect the performance of its obligations. The notice will include a description of the nature of the Force Majeure event, its anticipated impact on the performance of TRAVERSE’s obligations, and an estimate of the duration of the delay or interruption.

7.4. Mitigation
TRAVERSE will take all reasonable steps to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as practicable. This may include the implementation of contingency plans, seeking alternative methods to fulfill its obligations, or working with the Customer to find mutually acceptable solutions to minimize the disruption caused by the Force Majeure event.

7.5. Customer Obligations During Force Majeure
During the period of Force Majeure, the Customer shall continue to fulfill its obligations to the extent reasonably possible, including making any payments due for Services already rendered or partially rendered by TRAVERSE prior to the Force Majeure event. The Customer agrees to cooperate with TRAVERSE in good faith to adjust timelines, deliverables, and other project requirements as necessary to accommodate the impact of the Force Majeure event.

7.6. Termination Due to Prolonged Force Majeure
If a Force Majeure event continues for a period of [60 days] or more and prevents TRAVERSE from fulfilling its obligations, either party may terminate the affected order or agreement by providing written notice to the other party. In the event of termination due to Force Majeure, TRAVERSE shall be entitled to payment for all Services performed up to the date of termination, and neither party shall have any further liability to the other for the terminated portion of the agreement.

7.7. Exclusions
Force Majeure shall not include any event or circumstance that could have been reasonably avoided or mitigated by TRAVERSE or that results from TRAVERSE’s own negligence, lack of diligence, or failure to perform its contractual obligations. Additionally, financial difficulties, changes in market conditions, or the inability to secure financing or materials do not constitute Force Majeure.

7.8. Reservation of Rights
TRAVERSE reserves the right to seek equitable adjustments, including extensions of time or adjustments to the scope of Services, to reflect the impact of the Force Majeure event on its performance. Any such adjustments shall be agreed upon in writing by both parties.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the provisions of this Force Majeure clause, and both parties commit to working cooperatively in the event of a Force Majeure to minimize disruption and continue performance to the extent possible under the circumstances.

8. Financial Conditions

8.1. Price

8.1.1. Quotation and Pricing
The price for the Services provided by TRAVERSE shall be as specified in the quotation, sales order, or other written agreement between TRAVERSE and the Customer. Prices are based on the scope of work, service type, complexity, volume, delivery deadlines, and any other specific requirements detailed in the order confirmation. All prices are exclusive of applicable taxes, duties, and other charges, which will be added to the invoice where applicable.

8.1.2. Price Adjustments
TRAVERSE reserves the right to adjust prices in the event of changes to the scope of work, additional requirements from the Customer, or other factors not included in the initial quotation. Any price adjustments will be communicated to the Customer in writing, and the adjusted price will require the Customer's approval before proceeding with the Services.

8.1.3. Validity of Quotations
Unless otherwise specified, quotations provided by TRAVERSE are valid for [7 days] from the date of issue. After this period, TRAVERSE reserves the right to revise the quotation if the Services have not yet commenced.

8.2. Invoicing and Payment Terms

8.2.1. Invoicing
TRAVERSE will issue invoices to the Customer upon completion of the Services or, for ongoing or long-term projects, at agreed milestones or intervals. Invoices will be sent in electronic form unless otherwise agreed in writing. Each invoice will include a breakdown of the Services provided, the applicable rates, and any additional costs incurred during the execution of the Services.

8.2.2. Payment Terms
The Customer shall pay all invoices within [1 day] of the invoice date, unless otherwise agreed in writing. Payment must be made in the currency specified in the invoice and through the payment methods accepted by TRAVERSE. Any delay in payment may result in additional charges, including interest on overdue amounts at a rate of [1.5% per month] or the maximum rate permitted by law, whichever is lower.

8.2.3. Advance Payment
TRAVERSE may require an advance payment of up to [100%] of the total estimated price prior to the commencement of the Services. The specific terms of any advance payment will be detailed in the quotation or sales order. The advance payment is non-refundable and will be credited against the final invoice for the Services provided.

8.2.4. Late Payment and Suspension of Services
In the event of late payment, TRAVERSE reserves the right to suspend or terminate the provision of Services until full payment is received. The Customer will be liable for any additional costs incurred by TRAVERSE as a result of such suspension or termination, including but not limited to storage costs, administrative fees, and any costs associated with resuming the Services.

8.3. Set-off

8.3.1. Customer's Right to Set-off
The Customer shall not have the right to set-off, withhold, or deduct any amounts due to TRAVERSE against any claims or counterclaims the Customer may have against TRAVERSE, unless such claims have been confirmed in writing by TRAVERSE or by a final court judgment.

8.3.2. TRAVERSE's Right to Set-off
TRAVERSE reserves the right to set-off any amounts owed by the Customer to TRAVERSE against any amounts TRAVERSE may owe to the Customer under any order, agreement, or otherwise. TRAVERSE may also withhold payments or apply deposits received from the Customer against any outstanding balances due.

8.4. Financial Guarantees

8.4.1. Requirement for Financial Guarantees
TRAVERSE reserves the right to request financial guarantees from the Customer, such as a letter of credit, bank guarantee, or other security, to ensure payment of invoices and fulfillment of the Customer’s financial obligations under these General Terms and Conditions. The requirement for financial guarantees will be assessed based on the Customer’s creditworthiness, payment history, the value of the Services, and other relevant factors.

8.4.2. Provision and Acceptance of Guarantees
If financial guarantees are required, the Customer must provide the requested security within [5 days] of TRAVERSE’s request. The form and terms of the financial guarantee must be acceptable to TRAVERSE. Failure to provide the requested financial guarantees may result in the suspension or termination of Services until satisfactory security is provided.

8.4.3. Return of Financial Guarantees
Upon full and final payment of all amounts due and completion of all obligations under the order or agreement, TRAVERSE will return any financial guarantees provided by the Customer, subject to the terms of the guarantee. TRAVERSE reserves the right to retain the guarantee until any disputes, claims, or outstanding issues are fully resolved.

8.4.4. Costs Associated with Financial Guarantees
The Customer shall bear all costs and fees associated with the provision, maintenance, and release of any financial guarantees required by TRAVERSE. This includes bank charges, administrative fees, and any other expenses incurred in relation to the financial guarantees.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the financial conditions outlined in these General Terms and Conditions, including the requirements for advance payments, invoicing, payment terms, set-offs, and financial guarantees.

9. Confidentiality

9.1. Definition of Confidential Information
For the purposes of these General Terms and Conditions, "Confidential Information" means any non-public information, whether in written, oral, electronic, or other form, that is disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Services. This includes, but is not limited to, business plans, financial data, customer information, marketing strategies, technical data, trade secrets, project specifications, software, source texts, and other proprietary information that is marked as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

9.2. Obligations of Confidentiality
The Receiving Party agrees to keep all Confidential Information received from the Disclosing Party strictly confidential and shall not, without the prior written consent of the Disclosing Party:
- Disclose such Confidential Information to any third party, except as expressly permitted in these General Terms and Conditions.
- Use the Confidential Information for any purpose other than fulfilling its obligations under the agreement.
- Copy, reproduce, or reverse engineer any materials containing Confidential Information.

The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a reasonable standard of care.

9.3. Permitted Disclosures
The Receiving Party may disclose Confidential Information to its employees, agents, subcontractors, or professional advisors who need to know such information for the purpose of performing the Services, provided that such individuals or entities are bound by confidentiality obligations no less restrictive than those contained in these General Terms and Conditions. The Receiving Party shall be responsible for any breach of confidentiality by such individuals or entities.

9.4. Exclusions from Confidentiality Obligations
The obligations of confidentiality shall not apply to information that:
- Was in the public domain or generally available to the public at the time of disclosure, or subsequently becomes publicly available through no fault of the Receiving Party.
- Was lawfully in the possession of the Receiving Party prior to disclosure, as evidenced by the Receiving Party’s written records.
- Is disclosed to the Receiving Party by a third party who is not under a duty of confidentiality to the Disclosing Party and who has the right to make such disclosure.
- Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.
- Is required to be disclosed by law, court order, or governmental authority, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy.

9.5. Return or Destruction of Confidential Information
Upon termination or completion of the Services, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession, including any materials that contain or reflect such information. If destruction is requested, the Receiving Party shall certify in writing that all such information has been destroyed. However, the Receiving Party may retain one copy of the Confidential Information for legal or compliance purposes, subject to ongoing confidentiality obligations.

9.6. No License or Ownership Rights
Nothing in these General Terms and Conditions shall be construed as granting the Receiving Party any rights, by license or otherwise, to the Disclosing Party’s Confidential Information, except as expressly provided for the purpose of fulfilling the Services. All Confidential Information remains the property of the Disclosing Party.

9.7. Duration of Confidentiality Obligations
The obligations of confidentiality under this section shall commence upon disclosure of the Confidential Information and shall continue for a period of [10 years] after the termination or completion of the Services, unless a longer period is specified in the agreement or required by law.

9.8. Breach of Confidentiality
In the event of a breach or threatened breach of this confidentiality clause, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other equitable remedies, in addition to any other rights or remedies available at law or in equity. The Receiving Party acknowledges that monetary damages may not be sufficient to remedy a breach of confidentiality and agrees that the Disclosing Party shall be entitled to seek equitable relief without the necessity of proving actual damages or posting a bond.

9.9. Confidentiality of Agreement
The terms and conditions of any agreement between TRAVERSE and the Customer, including pricing and scope of work, shall be treated as Confidential Information and shall not be disclosed to any third party without the prior written consent of both parties, except as required by law.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the confidentiality obligations set forth in these General Terms and Conditions, ensuring that all sensitive and proprietary information remains protected throughout the engagement.

10. Intellectual Property

10.1. Intellectual Property Rights on Pre-existing Elements

10.1.1. Ownership of Pre-existing Elements
All intellectual property rights in any materials, content, software, tools, methodologies, processes, or technologies that were owned, developed, or acquired by TRAVERSE or the Customer prior to the commencement of the Services ("Pre-existing Elements") shall remain the exclusive property of the party that owns, developed, or acquired them.

10.1.2. License to Use Pre-existing Elements
To the extent that Pre-existing Elements of TRAVERSE are necessary for the completion of the Deliverables, TRAVERSE grants the Customer a non-exclusive, non-transferable, and limited license to use such Pre-existing Elements solely for the purpose of utilizing the Deliverables. This license does not grant the Customer any rights to modify, distribute, sublicense, or otherwise use the Pre-existing Elements beyond the intended use of the Deliverables, unless expressly agreed in writing by TRAVERSE.

10.1.3. Third-party Pre-existing Elements
If the Deliverables incorporate any Pre-existing Elements owned by third parties, TRAVERSE shall ensure that it has the necessary rights or licenses to use such third-party elements in the Deliverables. The Customer agrees to comply with any applicable third-party license terms and conditions that govern the use of these Pre-existing Elements, which will be provided or disclosed by TRAVERSE as necessary.

10.2. Intellectual Property Rights on Deliverables

10.2.1. Ownership of Deliverables
Upon full payment of all fees due under the agreement, and unless otherwise agreed in writing, the intellectual property rights to the Deliverables created specifically for the Customer as part of the Services shall be transferred to the Customer. This includes all translations, localizations, adaptations, transcreations, and other materials specifically developed for the Customer by TRAVERSE.

10.2.2. Assignment of Rights
TRAVERSE agrees to assign, transfer, and convey to the Customer all rights, title, and interest in and to the intellectual property of the Deliverables, including the rights to reproduce, distribute, display, perform, modify, create derivative works, and otherwise use the Deliverables in any medium and for any purpose. TRAVERSE will execute all documents reasonably necessary to effectuate such assignment upon the Customer’s request.

10.2.3. Retention of Rights by TRAVERSE
Notwithstanding the above, TRAVERSE retains the right to use any general know-how, skills, expertise, methods, processes, or techniques acquired or improved during the provision of the Services, provided that such use does not result in the disclosure of the Customer’s Confidential Information or infringement of the Customer’s intellectual property rights.

10.2.4. Moral Rights
TRAVERSE waives all moral rights in the Deliverables to the extent permitted by law. If such waiver is not permitted, TRAVERSE agrees not to assert any moral rights against the Customer or any third party authorized by the Customer to use the Deliverables.

10.3. Warranty

10.3.1. Warranty of Originality
TRAVERSE warrants that the Deliverables will be original works and, to the best of its knowledge, will not infringe upon or violate any intellectual property rights, including copyrights, trademarks, patents, trade secrets, or any other proprietary rights of any third party. TRAVERSE will promptly notify the Customer if it becomes aware of any such infringement claims.

10.3.2. No Infringement
TRAVERSE warrants that it has the right to grant the rights and licenses set forth in these General Terms and Conditions and that the Deliverables will not infringe any third-party intellectual property rights. If any Deliverable is found or alleged to infringe on a third party’s rights, TRAVERSE will, at its option and expense, either (i) procure for the Customer the right to continue using the Deliverable, (ii) modify the Deliverable so that it becomes non-infringing, or (iii) replace the Deliverable with a non-infringing equivalent.

10.3.3. Limitation of Warranty
The warranties provided in this section are limited to the scope of Services and Deliverables as defined in the agreement. TRAVERSE makes no warranty with respect to any modifications, alterations, or uses of the Deliverables made by the Customer or third parties after delivery that are not authorized by TRAVERSE. Additionally, TRAVERSE does not warrant that the Deliverables will be error-free or fit for any particular purpose, unless such warranties are expressly stated in the agreement.

10.3.4. Exclusion of Other Warranties
Except as expressly provided in these General Terms and Conditions, TRAVERSE makes no other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The warranties in this section are exclusive and in lieu of all other warranties, whether oral or written, statutory, express, or implied.

10.3.5. Indemnification for Breach of Warranty
TRAVERSE agrees to indemnify, defend, and hold the Customer harmless from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to any breach of the warranties set forth in this section. This indemnification obligation is subject to the Customer providing prompt notice of any claim, reasonable assistance, and sole control of the defense or settlement of the claim to TRAVERSE.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the intellectual property provisions outlined in these General Terms and Conditions, including the assignment of rights to the Deliverables and the warranties provided by TRAVERSE.

11. Author's Work

11.1. Ownership of Copyright for Translation Services and All Services Specified in the Contract

11.1.1. Ownership by TRAVERSE
All copyright and intellectual property rights in any materials created in connection with translation services and all other services specified in the contract (including but not limited to translations, localizations, transcreations, proofreading, and any related deliverables) shall permanently remain the property of TRAVERSE. This includes, without limitation, all rights to reproduce, distribute, display, perform, modify, and create derivative works based on such materials.

11.1.2. No Transfer of Rights
TRAVERSE retains all rights to the materials and intellectual property created and does not transfer any copyright or intellectual property rights to the Customer, except as expressly agreed in writing. Any transfer of rights will be limited to the specific purpose and scope outlined in the written agreement.

11.2. Prohibition of Reuse of Translated Content and Translation Memory and Their Delivery to Third Parties

11.2.1. Prohibition of Reuse
The Customer agrees not to reuse the translated content, translation memory, or any other intellectual property of TRAVERSE for purposes other than those covered by the contract, unless explicitly permitted in writing by TRAVERSE. This prohibition includes, but is not limited to, any reproduction, distribution, modification, or creation of derivative works based on the translated content or translation memory.

11.2.2. Prohibition of Delivery to Third Parties
The Customer agrees not to deliver, disclose, or make available any translated content, translation memory, or other intellectual property of TRAVERSE to any third parties without prior written consent from TRAVERSE. This includes, but is not limited to, sharing with subcontractors, partners, or any other third parties who may be involved in or interested in the content.

11.2.3. Protection of Intellectual Property
The Customer is responsible for protecting TRAVERSE's intellectual property and shall not engage in any actions that may jeopardize or infringe upon TRAVERSE's rights. In the event of any unauthorized use or disclosure of TRAVERSE’s intellectual property, TRAVERSE reserves the right to seek legal remedies, including but not limited to claims for damages, injunctive relief, and other appropriate measures.

11.2.4. Liability for Breach
The Customer will be liable for all damages, costs, and losses incurred by TRAVERSE as a result of any breach of these provisions. The Customer agrees to indemnify and hold TRAVERSE harmless from any claims, demands, or legal actions arising from the Customer’s unauthorized use or disclosure of TRAVERSE’s intellectual property.

By engaging TRAVERSE for services, the Customer acknowledges and agrees to the intellectual property terms outlined in these General Terms and Conditions, including TRAVERSE's ownership of copyright and the prohibitions on reuse and third-party delivery of translated content and translation memory.

12. Personal Data

12.1. Collection and Use of Personal Data

12.1.1. Scope of Data Collection
TRAVERSE may collect and process personal data as part of providing the Services, including but not limited to names, contact details, business information, and other relevant data required for the execution of the contract and management of customer relationships.

12.1.2. Purpose of Data Processing
Personal data collected by TRAVERSE will be used solely for the purposes of performing the Services, managing the customer relationship, invoicing, and complying with legal and regulatory obligations. This includes processing personal data for project management, communication, and support related to the Services.

12.1.3. Legal Basis for Processing
TRAVERSE will process personal data based on one or more legal grounds, including the necessity of processing for the performance of the contract, compliance with legal obligations, or legitimate interests pursued by TRAVERSE. The specific legal basis for processing personal data will be determined based on the nature of the data and the purpose of processing.

12.2. Data Protection and Security

12.2.1. Data Protection Measures
TRAVERSE is committed to ensuring the security and protection of personal data. TRAVERSE will implement appropriate technical and organizational measures to safeguard personal data against unauthorized access, disclosure, alteration, or destruction.

12.2.2. Confidentiality
Personal data will be treated as confidential and will only be disclosed to individuals or entities who need access to such data for the purposes of providing the Services or as required by law. All employees, contractors, and third parties who handle personal data will be bound by confidentiality obligations.

12.2.3. Data Retention
Personal data will be retained only for as long as necessary to fulfill the purposes for which it was collected, comply with legal obligations, and resolve any disputes. Specific retention periods will be determined based on the type of data and applicable legal or contractual requirements.

12.3. Customer Rights

12.3.1. Access and Correction
The Customer has the right to request access to their personal data held by TRAVERSE and to request corrections or updates to such data if it is inaccurate or incomplete.

12.3.2. Deletion and Restriction
The Customer may request the deletion or restriction of their personal data under certain circumstances, such as when the data is no longer necessary for the purposes for which it was collected, or when the Customer objects to processing based on legitimate interests.

12.3.3. Objection to Processing
The Customer has the right to object to the processing of their personal data based on legitimate interests or for direct marketing purposes. TRAVERSE will consider such objections and take appropriate action in accordance with applicable data protection laws.

12.3.4. Data Portability
Where applicable, the Customer may request the transfer of their personal data to another data controller in a structured, commonly used, and machine-readable format.

12.4. Third-Party Data Processors

12.4.1. Use of Third-Party Processors
TRAVERSE may engage third-party data processors to perform certain processing activities on its behalf. TRAVERSE will ensure that any third-party processors are bound by appropriate data protection obligations and that personal data is processed in accordance with applicable data protection laws.

12.4.2. International Data Transfers
If personal data is transferred to countries outside the European Economic Area (EEA) or other regions with similar data protection standards, TRAVERSE will ensure that appropriate safeguards are in place to protect the data, such as standard contractual clauses or other legal mechanisms.

12.5. Data Breach Notification

12.5.1. Notification of Data Breach
In the event of a data breach that compromises the security of personal data, TRAVERSE will promptly notify the Customer and take appropriate measures to address and mitigate the breach in accordance with applicable data protection laws.

12.5.2. Cooperation with Customer
TRAVERSE will cooperate with the Customer in the event of a data breach, including providing information about the nature of the breach, the data affected, and the measures taken to remedy the breach.

12.6. Contact Information

12.6.1. Data Protection Officer
For any questions or concerns regarding personal data processing or to exercise any of the rights outlined above, the Customer may contact TRAVERSE’s Data Protection Officer (DPO) or designated data protection contact at: [dpo@traverse-translations.com]

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the personal data processing practices outlined in these General Terms and Conditions, including the collection, use, protection, and rights related to personal data.

13. Publicity

13.1. Use of Customer's Name and Logo

13.1.1. Permission for Use
TRAVERSE may use the Customer’s name, logo, and other trademarks in its marketing materials, case studies, and on its website to acknowledge the Customer’s engagement with TRAVERSE and to promote TRAVERSE’s services. This use is subject to the Customer’s prior written approval, which shall not be unreasonably withheld.

13.1.2. Approval Process
TRAVERSE shall provide the Customer with samples of any marketing materials or public announcements containing the Customer’s name, logo, or other trademarks for the Customer’s review and approval prior to publication. The Customer agrees to review and respond to such requests within a reasonable timeframe.

13.2. No Endorsement

13.2.1. No Implied Endorsement
Nothing in these General Terms and Conditions shall be construed as granting TRAVERSE any rights or permissions to imply an endorsement of TRAVERSE’s services by the Customer. Any use of the Customer’s name, logo, or trademarks shall not suggest that the Customer endorses or sponsors TRAVERSE’s services or products beyond the scope of the engagement.

13.2.2. Restrictions on Use
TRAVERSE shall not use the Customer’s name, logo, or other trademarks in any manner that could be misleading, defamatory, or harmful to the Customer’s reputation or brand.

13.3. Public Announcements

13.3.1. Joint Press Releases
Any public announcements, press releases, or other public communications regarding the Services or the relationship between TRAVERSE and the Customer shall be subject to mutual agreement by both parties. TRAVERSE shall not issue any press release or public statement without obtaining the Customer’s prior written consent, except where such disclosure is required by law.

13.3.2. Disclosure in Legal Proceedings
In the event of legal proceedings or regulatory requirements, TRAVERSE may disclose the existence of the engagement with the Customer as necessary to comply with legal obligations or to defend its interests. TRAVERSE shall make reasonable efforts to notify the Customer of such disclosures prior to making them, if permitted by law.

13.4. Customer’s Publicity Rights

13.4.1. Customer’s Rights
The Customer reserves the right to control and approve the use of its name, logo, and other trademarks by TRAVERSE, including the right to withdraw any previously granted permissions or approvals. The Customer may request the removal of any reference to its name or logo from TRAVERSE’s marketing materials or website at any time, and TRAVERSE shall comply with such requests promptly.

13.4.2. No Additional Compensation
The Customer acknowledges that no additional compensation shall be provided for the use of its name, logo, or other trademarks in accordance with these General Terms and Conditions.

By engaging TRAVERSE for Services, the Customer agrees to the publicity provisions outlined in these General Terms and Conditions, including the use of the Customer’s name and logo for marketing purposes and the process for approving such use.

14. Subcontracting

14.1. Right to Subcontract

14.1.1. TRAVERSE's Right to Subcontract
TRAVERSE reserves the right to subcontract any part of the Services to third-party subcontractors as deemed necessary for the performance of the Services. TRAVERSE will ensure that any subcontractors engaged are qualified and capable of performing the subcontracted tasks to the same standards as required by these General Terms and Conditions.

14.1.2. Notification to Customer
TRAVERSE will notify the Customer in writing if it intends to subcontract any significant portion of the Services. The Customer may request information about the subcontractors and their qualifications, but such requests will not unreasonably delay or impede the performance of the Services.

14.2. Responsibility for Subcontractors

14.2.1. Performance and Compliance
TRAVERSE will remain fully responsible for the performance of the Services and for ensuring that subcontractors comply with the terms and conditions of the contract. Any act or omission of a subcontractor will be deemed an act or omission of TRAVERSE, and TRAVERSE will be liable for any breach of contract caused by the subcontractor.

14.2.2. Confidentiality and Data Protection
TRAVERSE will ensure that subcontractors are bound by confidentiality obligations and data protection requirements that are at least as stringent as those imposed on TRAVERSE under these General Terms and Conditions. Subcontractors will be required to adhere to the same standards of confidentiality and data protection as TRAVERSE.

14.3. Customer's Right to Object

14.3.1. Objection to Subcontractors
The Customer may object to the use of a specific subcontractor if there are reasonable grounds to believe that the subcontractor would not meet the required standards or pose a risk to the quality of the Services or confidentiality. Any such objection must be made in writing within [15 days] of notification of the subcontractor’s identity.

14.3.2. Alternative Arrangements
If the Customer raises a valid objection, TRAVERSE will make reasonable efforts to address the concerns raised by the Customer. If necessary, TRAVERSE will replace the subcontractor with an acceptable alternative or make other arrangements to ensure the continuation of the Services in accordance with the contract.

14.4. Subcontracting of Sensitive Tasks

14.4.1. Approval for Sensitive Tasks
For tasks involving highly sensitive or confidential information, TRAVERSE will seek the Customer's prior written approval before subcontracting such tasks. The Customer retains the right to withhold approval for subcontracting of tasks that it deems to involve an unacceptable level of risk.

14.4.2. Special Conditions
For subcontracted tasks involving sensitive data or high-security requirements, TRAVERSE will impose additional contractual conditions on the subcontractor to ensure that such tasks are handled in compliance with applicable regulations and contractual obligations.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the subcontracting provisions outlined in these General Terms and Conditions, including the right of TRAVERSE to subcontract portions of the Services and the associated responsibilities and rights related to subcontracting.

15. Non-Solicitation

15.1. Non-Solicitation of Employees

15.1.1. Non-Solicitation Obligation
During the term of the contract and for a period of [5 years] following its termination or expiration, the Customer agrees not to directly or indirectly solicit, recruit, or hire any employees or contractors of TRAVERSE who were involved in the provision of the Services. This includes efforts to induce such employees or contractors to leave their employment or engagement with TRAVERSE.

15.1.2. Exception for General Advertisements
The non-solicitation obligations do not apply to general employment advertisements or recruitment campaigns that are not specifically targeted at TRAVERSE’s employees or contractors.

15.2. Non-Solicitation of Subcontractors

15.2.1. Non-Solicitation of Subcontractors
During the term of the contract and for a period of [5 years] following its termination or expiration, the Customer agrees not to solicit, recruit, or engage any subcontractors of TRAVERSE who were involved in the Services for any projects or engagements that are similar to or competitive with those provided by TRAVERSE.

15.2.2. Exception for General Engagement
The non-solicitation obligations do not prevent the Customer from engaging subcontractors through public tender or other general procurement processes where the subcontractors are not specifically targeted or solicited based on their association with TRAVERSE.

15.3. Breach of Non-Solicitation

15.3.1. Consequences of Breach
In the event of a breach of the non-solicitation provisions, TRAVERSE will be entitled to seek injunctive relief, damages, or any other legal remedy available under the law. The Customer acknowledges that any breach of these provisions may cause significant harm to TRAVERSE that cannot be fully compensated by monetary damages alone.

15.3.2. Notification of Breach
If TRAVERSE believes that a breach of the non-solicitation provisions has occurred, TRAVERSE will notify the Customer in writing of the alleged breach and provide reasonable evidence supporting the claim. The Customer will have [30 days] days from receipt of the notice to remedy the breach or respond to the allegations.

15.4. Duration and Scope

15.4.1. Reasonable Duration
The non-solicitation provisions are intended to be reasonable in duration, scope, and geographical area. If any provision is found to be unreasonable or unenforceable by a court of competent jurisdiction, it shall be modified to the extent necessary to make it reasonable and enforceable.

15.4.2. Survival of Non-Solicitation Obligations
The non-solicitation obligations will survive the termination or expiration of the contract for the duration specified in this section and will continue to be enforceable according to their terms.

By engaging TRAVERSE for Services, the Customer agrees to adhere to the non-solicitation provisions outlined in these General Terms and Conditions, including the restrictions on soliciting or hiring TRAVERSE’s employees and subcontractors.

16. Assignment

16.1. Assignment by TRAVERSE

16.1.1. Right to Assign
TRAVERSE reserves the right to assign or transfer its rights, obligations, and interests under the contract to any affiliate, subsidiary, or third party, without the need for prior consent from the Customer. Such assignment or transfer will not affect TRAVERSE’s obligations under the contract.

16.1.2. Notification of Assignment
TRAVERSE will provide written notice to the Customer of any assignment or transfer of its rights and obligations under the contract. The notice will include details of the assignee or transferee and the effective date of the assignment.

16.2. Assignment by Customer

16.2.1. Restriction on Assignment
The Customer may not assign, transfer, or delegate any of its rights, obligations, or interests under the contract to any third party without the prior written consent of TRAVERSE. Any attempted assignment or transfer without such consent will be null and void.

16.2.2. Request for Consent
If the Customer wishes to assign or transfer its rights or obligations under the contract, it must submit a written request to TRAVERSE detailing the proposed assignment or transfer and the identity of the proposed assignee. TRAVERSE will review the request and may grant or withhold consent at its sole discretion.

16.3. Effects of Assignment

16.3.1. Binding Effect
Any valid assignment or transfer made in accordance with this section will be binding upon and inure to the benefit of the parties, their respective successors, and permitted assigns.

16.3.2. Continued Obligations
Notwithstanding any assignment or transfer, the assigning party remains responsible for the performance of its obligations under the contract until such time as the assignee or transferee has assumed those obligations.

16.4. Change of Control

16.4.1. Definition of Change of Control
For the purposes of this section, a "Change of Control" refers to any event where there is a change in the majority ownership or control of either party, whether through merger, acquisition, sale of shares, or other means.

16.4.2. Notification of Change of Control
In the event of a Change of Control of either party, the affected party must notify the other party in writing within [30 days] of such Change of Control. The contract will continue to be binding on the parties, but the other party may have the right to terminate the contract if the Change of Control materially affects the performance of the contract or its obligations.

16.5. No Waiver of Rights

16.5.1. Preservation of Rights
No assignment or transfer will constitute a waiver of any rights or obligations under the contract, and all terms and conditions of the contract will continue to apply unless otherwise modified by written agreement.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the assignment provisions outlined in these General Terms and Conditions, including the conditions under which TRAVERSE may assign its rights and obligations and the restrictions on the Customer’s ability to assign or transfer its rights or obligations.

17. Notices

17.1. Method of Notice

17.1.1. Written Form
All notices, requests, demands, and other communications required or permitted under the contract must be in writing. Notices may be delivered by hand, sent by registered or certified mail (return receipt requested), or transmitted by email to the addresses specified in the contract.

17.1.2. Address for Notices
Notices to TRAVERSE should be sent to the following address:

[Nikole Spasica 3/1, 11000 Belgrade, Serbia]
[Rosanda Ilic]
[office@traverse-translations.com]
[+38163289480]

Notices to the Customer should be sent to the address specified in the contract or as otherwise designated by the Customer.

17.2. Effective Date of Notices

17.2.1. Delivery by Hand
A notice delivered by hand will be deemed effective on the date of delivery.

17.2.2. Mail
A notice sent by registered or certified mail will be deemed effective on the date of receipt as indicated by the return receipt or tracking information.

17.2.3. Email
A notice sent by email will be deemed effective on the date of transmission, provided that a confirmation of receipt is received or acknowledged by the recipient. If the email is undeliverable or if no confirmation is received, the notice will not be deemed effective until it is delivered by another method as specified.

17.3. Change of Address

17.3.1. Notification of Change
Each party must notify the other party in writing of any change in its address or contact details for the purposes of receiving notices. Such notification must be provided within [15 days] of the change.

17.3.2. Effective Date of Change
A change in address or contact details will be deemed effective on the date specified in the notice of change or, if no date is specified, on the date the notice is received by the other party.

17.4. Receipt of Notices

17.4.1. Acknowledgment of Receipt
Each party will acknowledge receipt of any notice as soon as practicable. If a notice is not acknowledged, it will still be considered effective according to the method of delivery and the provisions of this section.

17.4.2. Undelivered Notices
If a notice cannot be delivered due to an incorrect address or other issue not attributable to the sender, the notice will be deemed effective as if it had been properly delivered, provided that the sender has made reasonable efforts to deliver the notice.

By engaging TRAVERSE for Services, the Customer agrees to the notice provisions outlined in these General Terms and Conditions, including the methods and effective dates for sending and receiving notices.

18. Validity

18.1. Severability

18.1.1. Partial Invalidity
If any provision of these General Terms and Conditions is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed severed from the rest of the General Terms and Conditions. The remaining provisions will continue to be valid and enforceable to the fullest extent permitted by law.

18.1.2. Replacement of Invalid Provisions
In the event that any provision is severed, the parties agree to negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original intent and purpose of the invalid provision.

18.2. Amendments

18.2.1. Written Amendments
Any amendments, modifications, or supplements to these General Terms and Conditions must be made in writing and signed by authorized representatives of both parties. No verbal or informal agreements will be considered valid unless documented in a written amendment.

18.2.2. Effective Date of Amendments
Amendments to the General Terms and Conditions will become effective on the date specified in the amendment or, if no date is specified, on the date the amendment is signed by both parties.

18.3. Entire Agreement

18.3.1. Complete Agreement
These General Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter and supersede all prior or contemporaneous agreements, understandings, and communications, whether oral or written, relating to the subject matter.

18.3.2. No Waiver of Terms
No waiver of any term or condition of these General Terms and Conditions will be deemed a waiver of any other term or condition or a continuing waiver. Any waiver must be made in writing and signed by an authorized representative of the party granting the waiver.

18.4. Binding Effect

18.4.1. Binding on Successors
These General Terms and Conditions will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

18.4.2. Assignment and Transfer
No party may assign or transfer any of its rights or obligations under these General Terms and Conditions except in accordance with the provisions related to assignment.

18.5. Governing Law and Jurisdiction

18.5.1. Governing Law
These General Terms and Conditions will be governed by and construed in accordance with the laws of [Commercial court in Belgrade, Serbia], without regard to its conflict of laws principles.

18.5.2. Jurisdiction
Any disputes arising out of or in connection with these General Terms and Conditions will be subject to the exclusive jurisdiction of the courts of [Commercial court in Belgrade, Serbia]. The parties consent to the jurisdiction of such courts and waive any objections to the venue.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the validity provisions outlined in these General Terms and Conditions, including the severability, amendments, and binding effects of the terms.

19. Non-Waiver

19.1. No Waiver of Rights

19.1.1. General Rule
The failure of either party to enforce any right, provision, or condition of these General Terms and Conditions at any time shall not be deemed a waiver of that right, provision, or condition. A waiver of any term or condition must be explicitly made in writing and signed by an authorized representative of the party granting the waiver.

19.1.2. Partial Waiver
A waiver of any part of any term or condition of these General Terms and Conditions shall not be deemed a waiver of the remaining part of that term or condition or any other term or condition. The rights and remedies provided under these General Terms and Conditions are cumulative and are in addition to any other rights and remedies available at law or in equity.

19.2. Consistency of Enforcement

19.2.1. Continued Enforcement
Any delay or failure by either party to enforce any provision of these General Terms and Conditions will not affect the right of that party to enforce the same or any other provision at any later time. Each party retains the right to require strict adherence to these General Terms and Conditions in all circumstances.

19.2.2. Preservation of Remedies
The exercise or non-exercise of any right or remedy provided in these General Terms and Conditions or at law shall not be construed as a waiver or relinquishment of such right or remedy.

19.3. Written Waivers

19.3.1. Requirements for Valid Waivers
To be valid, any waiver of a provision of these General Terms and Conditions must be in writing and signed by an authorized representative of the party granting the waiver. A waiver is effective only to the extent expressly stated in the written waiver.

19.3.2. No Implied Waivers
No waiver of any term or condition of these General Terms and Conditions shall be implied from any course of dealing, failure to enforce any provision, or any other conduct of the parties. All waivers must be explicitly stated in writing.

19.4. Remedies Not Exclusive

19.4.1. Additional Remedies
The rights and remedies provided in these General Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law or in equity. The exercise of one remedy does not preclude the exercise of any other remedy available.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the non-waiver provisions outlined in these General Terms and Conditions, including the understanding that failure to enforce any provision or right does not constitute a waiver of that provision or right.

20. Term

20.1. Effective Date

20.1.1. Commencement
These General Terms and Conditions will become effective on the date of execution by both parties, or on the date specified in the quotation, sales order, or any other written agreement ("Effective Date"), whichever is later.

20.1.2. Commencement of Services
The term for specific services provided under these General Terms and Conditions will commence on the date specified in the quotation, sales order, or any other written agreement related to those services.

20.2. Duration

20.2.1. Initial Term
The initial term of the contract for services will be as specified in the quotation, sales order, or any other written agreement. If no specific term is defined, the contract will continue until the completion of the services specified.

20.2.2. Renewal
The contract may be renewed or extended upon mutual written agreement of the parties. Any renewal or extension terms will be specified in the renewal agreement or amendment to the original contract.

20.3. Termination

20.3.1. Termination for Convenience
Either party may terminate the contract for convenience by providing [15 days] written notice to the other party. Termination for convenience does not relieve either party of its obligations accrued up to the date of termination.

20.3.2. Termination for Cause
Either party may terminate the contract immediately upon written notice if the other party breaches any material term or condition of the contract and fails to cure the breach within [15 days] of receiving written notice of the breach. Termination for cause does not affect any rights or remedies available to the terminating party.

20.3.3. Effect of Termination
Upon termination, the Customer will pay TRAVERSE for all services performed up to the date of termination. Any provisions of these General Terms and Conditions that by their nature are intended to survive termination (such as confidentiality and intellectual property rights) will continue to apply.

20.3.4. Return of Materials
Upon termination or expiration of the contract, each party will return or destroy any confidential information or materials belonging to the other party, as requested by the other party.

20.4. Completion of Services

20.4.1. Completion Date
The contract will be deemed to be completed when all services specified in the quotation, sales order, or any other written agreement have been performed and delivered, and all payment obligations have been fulfilled.

20.4.2. Final Deliverables
The completion date of the contract will be determined based on the delivery of final deliverables and the fulfillment of any additional requirements specified in the contract.

20.5. Ongoing Obligations

20.5.1. Survival of Obligations
Notwithstanding the termination or expiration of the contract, certain obligations of the parties, including but not limited to confidentiality, intellectual property rights, and indemnification, will continue to apply as specified in these General Terms and Conditions.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the term provisions outlined in these General Terms and Conditions, including the duration, termination conditions, and the effect of termination or expiration on the parties' obligations.

21. Governing Law and Jurisdiction

21.1. Governing Law

21.1.1. Applicable Law
These General Terms and Conditions, as well as any disputes arising out of or in connection with them, will be governed by and construed in accordance with the laws of [Republic of Serbia], without regard to its conflict of laws principles.

21.1.2. Exclusion of Conflicting Laws
The application of any international treaties or conventions that might be deemed applicable to the contract, such as the United Nations Convention on Contracts for the International Sale of Goods (CISG), is expressly excluded.

21.2. Jurisdiction

21.2.1. Exclusive Jurisdiction
Any disputes, claims, or controversies arising out of or in connection with these General Terms and Conditions, including any question regarding their existence, validity, or termination, will be subject to the exclusive jurisdiction of the courts of [Commercial court in Belgrade, Serbia].

21.2.2. Consent to Jurisdiction
Both parties consent to the jurisdiction of the specified courts and waive any objections to the venue based on the grounds of forum non conveniens or any other grounds that might be used to challenge the court's jurisdiction.

21.2.3. Alternative Dispute Resolution
Before initiating any court proceedings, the parties agree to attempt to resolve any disputes amicably through negotiation or mediation. If the dispute cannot be resolved through these methods, the parties may then proceed to litigation in the courts specified.

21.3. Venue

21.3.1. Place of Hearing
The venue for any litigation or court proceedings related to these General Terms and Conditions will be [Republic of Serbia], within the jurisdiction specified.

21.3.2. Exclusivity of Venue
The specified venue will be exclusive for resolving disputes, and no other venue will be deemed appropriate for such proceedings.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the governing law and jurisdiction provisions outlined in these General Terms and Conditions, including the choice of governing law and the agreed-upon jurisdiction for resolving disputes.

22. Electronic Signatures

22.1. Validity of Electronic Signatures

22.1.1. Full Force and Effect
Electronically executed or electronically transmitted signatures shall have the full force and effect of original signatures. Such signatures will be deemed to be valid and binding as if they were handwritten signatures on a physical document.

22.1.2. Acceptance of Electronic Signatures
Both parties agree to accept electronic signatures for all documents and agreements related to these General Terms and Conditions. Electronic signatures may include, but are not limited to, signatures affixed through email, electronic signature platforms, or other digital means.

22.2. Authentication and Security

22.2.1. Authentication
Parties using electronic signatures must ensure that appropriate measures are in place to authenticate the identity of the signatories. This may include the use of secure electronic signature platforms, password protection, or other methods to verify the signatory’s identity.

22.2.2. Security Measures
Parties are responsible for implementing adequate security measures to protect the integrity and confidentiality of electronically signed documents. This includes using secure transmission methods and safeguarding access to electronic signature tools and platforms.

22.3. Retention of Electronic Records

22.3.1. Record Keeping
Electronic records of signed documents shall be retained in a manner that ensures their integrity and accessibility for future reference. Each party agrees to maintain electronic copies of all executed documents and make them available upon request.

22.3.2. Legal Standing
Electronic records and signatures shall be considered legally effective and admissible in any legal or administrative proceeding, to the same extent as original paper documents and handwritten signatures.

22.4. Dispute Resolution

22.4.1. Disputes Concerning Electronic Signatures
In the event of a dispute regarding the validity or authenticity of an electronic signature, the parties agree to provide evidence demonstrating the proper execution and transmission of the electronic document. The burden of proof will be on the party challenging the validity of the electronic signature.

22.4.2. Resolution of Disputes
Any disputes arising from the use of electronic signatures will be resolved in accordance with the dispute resolution provisions specified in these General Terms and Conditions.

By engaging TRAVERSE for Services, the Customer acknowledges and agrees to the provisions regarding electronic signatures, including their validity, acceptance, and the responsibilities associated with their use.