Terms of Service

Welcome to Divergent Language Solutions, LLC (“Divergent,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your use of our website and our professional translation, interpreting, and related language services (the “Services”). By accessing our website or engaging our Services, you agree to be bound by these Terms. If you do not agree, you may not use our Services.

1. Scope of Services

   Divergent provides document translation, interpreting, transcription, and related language services. Each request for Services (“Project”) is subject to specific project parameters, which will be confirmed in writing via email. Divergent retains discretion over the methods, means, and personnel used to perform the Services.

2. Project Terms and Scope Changes

   You are responsible for ensuring that all source materials provided (“Source Documents”) are accurate, legible, and in a usable format. If you request changes in scope (e.g., additional services, expedited delivery, stylistic revisions), Divergent will evaluate whether it can accommodate such changes and may adjust deadlines, fees, or other terms accordingly.

3. Fees, Costs, and Supplemental Charges

   Fees are based on the agreed project scope. Divergent may charge supplemental fees if:

   • Source Documents are illegible, inconsistent, or in poor condition;
   • Certified translations are required;
   • Expedited turnaround is requested;
   • Stylistic or subjective revisions are requested beyond industry standards;
   • Work falls outside the original scope.
   
   

   Out-of-pocket expenses (such as travel for on-site interpreting) will be billed with supporting documentation.

   All initial and any supplemental fees are presented for your approval prior to Divergent beginning any work.

4. Invoicing and Payments

   Unless otherwise agreed, invoices are issued at least monthly or upon project completion. Payment is due within thirty (30) days of the invoice date. Late payments may, at Divergent’s discretion, accrue interest at 1% per month, and you are responsible for reasonable collection costs. Payment obligations are not contingent upon your receipt of payment from any third party.

5. Compliance with Laws

   You agree to comply with all applicable laws, including data privacy and confidentiality obligations, in connection with the Services. Divergent will not be required to perform Services in a manner that would violate applicable laws. You are responsible for obtaining any necessary consents or authorizations from your clients or third parties whose materials you provide.

6. Confidentiality and Non-Disclosure

   Both you and Divergent agree to protect confidential information disclosed during the course of Services, including but not limited to client data, trade secrets, business strategies, and proprietary tools. Confidential information does not include information that is public, independently developed, lawfully obtained from a third party, or required to be disclosed by law. These obligations survive termination of the Services and, with respect to trade secrets, continue for as long as legally permitted.

7. Non-Solicitation

   During the term of Services and for eighteen (18) months thereafter, you may not solicit or hire Divergent’s employees, contractors, or service providers directly involved in your Services without our prior written consent.

8. Force Majeure

   Neither Party shall be liable for delays or failures to perform caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, epidemics, strikes, governmental action, cyber-attacks, network outages, or other force majeure events. The affected Party shall notify the other promptly and resume performance as soon as reasonably practicable.

9. Representations and Warranties

   By Divergent: We represent that we are duly organized, authorized to provide Services, and have sufficient expertise, personnel, and resources to perform Services professionally.

   By You: You represent that you are authorized to engage our Services, that your Source Documents do not infringe the rights of third parties, and that you have obtained any necessary client or third-party permissions.

10. Performance Standards and Disclaimers

    Divergent will use commercially reasonable efforts to perform Services in a professional, workmanlike manner consistent with industry standards. However, you acknowledge that:

    • Translation and interpreting are inherently subjective processes, and reasonable differences in style or terminology may exist.
    • You are responsible for reviewing deliverables and identifying stylistic or preference-based changes. Additional charges may apply for extensive stylistic revisions.
    
    

    Disclaimer: OTHER THAN THE EXPRESS WARRANTIES STATED HEREIN, DIVERGENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of Liability

    Divergent is not liable for indirect, incidental, special, or consequential damages, including lost profits or revenues, even if foreseeable. Our total liability under these Terms shall not exceed the fees paid for the specific Services giving rise to the claim.

12. Indemnification

    You agree to indemnify and hold harmless Divergent, its officers, employees, contractors, and affiliates against claims, damages, or expenses arising from your use of the Services, your Source Documents, or your violation of these Terms.

13. Intellectual Property Rights

    You retain ownership of your Source Documents. Upon full payment, you own the deliverables provided to you. Divergent retains ownership of its proprietary methodologies, translation memories, glossaries, software, and tools used in providing the Services.

14. Governing Law and Jurisdiction

    These Terms shall be governed by and construed under the laws of the State of New York, without regard to its conflict of law rules. Any disputes shall be resolved exclusively in the state or federal courts located in New York, New York.

15. Assignment

    You may not assign your rights or obligations under these Terms without Divergent’s prior written consent. Divergent may assign these Terms in whole or in part to a successor or affiliate.

16. Severability

    If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.

17. Waiver

    Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other rights.

18. Entire Agreement and Amendments

    These Terms represent the complete and exclusive agreement between you and Divergent concerning the Services and supersede any prior agreements or understandings. We may update these Terms from time to time by posting revisions on our website. Continued use of Services after updates constitutes acceptance.

19. Notices

    Notices relating to these Terms may be sent by email, overnight courier, or certified mail to the contact information provided on our website. Notices are effective upon delivery.

20. Further Assurances

    You agree to execute and deliver any documents or take further actions reasonably requested to give effect to these Terms.

21. Changes to Terms

    We may update these Terms from time to time. The updated version will be posted on our website with a new “Last Updated” date. Continued use of Services after updates constitutes your acceptance.

22. Contact Information

    Divergent Language Solutions, LLC
    600 California Street, 11th Floor
    San Francisco, CA 94108
    
    Email: info@divergentls.com
    Phone: 415.400.4538