Terms and Conditions for Translation and Related Services
Effective Date: September 11, 2026
These Terms and Conditions (“Terms”) apply to translation and related services provided by NAI, Inc., operator of NAIway Translation Service (“NAI,” “we,” “us,” or “our”), to its business clients (“Client,” “you,” or “your”).
By placing an order with NAI, or by otherwise agreeing to these Terms in connection with our Services, the Client agrees to be bound by these Terms.
1. Scope and Application
These Terms apply to translation and related services provided by NAI, including translation, machine translation post-editing (“MTPE”), review, proofreading, linguistic quality assurance (“QA”), localization, trial projects, and other language-related services agreed between NAI and the Client (collectively, the “Services”).
The specific scope, language pair, price, delivery schedule, specifications, and other project requirements will be determined by the applicable quotation, order confirmation, purchase order accepted by NAI, or other written agreement.
If a separate written agreement between NAI and the Client conflicts with these Terms, the separately agreed terms will prevail to the extent of the conflict.
2. Business Clients
Our Services are intended primarily for companies, organizations, institutions, and other business or professional clients.
NAI reserves the right to verify the identity, business status, website, location, or other information of a prospective Client before accepting an order.
NAI may decline an inquiry, trial, or project at its discretion where reasonably necessary for business, compliance, security, payment, capacity, or other legitimate reasons.
3. Inquiries and Order Acceptance
Submission of an inquiry form, project file, trial file, request for quotation, or other information to NAI does not constitute an order or create a service agreement.
A project becomes binding only after:
- NAI has reviewed the project requirements;
- the scope, price, delivery schedule, and other material conditions have been agreed; and
- NAI has accepted the order in writing, including by email or other agreed electronic communication.
NAI is under no obligation to commence work before an order has been accepted.
4. Quotations and Pricing
Quotations are prepared based on the materials, specifications, language pair, volume, delivery schedule, service level, file format, and other information provided by the Client.
Unless otherwise stated, a quotation applies only to the scope and conditions described in that quotation.
If the source materials, specifications, volume, deadline, or other requirements change after quotation or order confirmation, NAI may revise the price and delivery schedule.
Any taxes, bank charges, intermediary bank charges, currency conversion costs, or similar transaction costs not expressly included in the quotation shall be handled as stated in the quotation or invoice.
5. Payment Terms
For first-time overseas Clients, advance payment is generally required before work begins, unless NAI agrees otherwise in writing.
For established overseas Clients, alternative payment terms may be agreed separately in writing based on the business relationship and transaction history.
Payment shall be made in the currency, by the method, and by the due date specified in NAI's quotation or invoice.
Unless otherwise agreed in writing, bank transfer fees and other charges imposed by the Client's bank or intermediary banks shall be borne by the Client.
NAI may suspend commencement, performance, or delivery of Services if payment is overdue or if an agreed advance payment has not been received.
6. Trial Projects
NAI may, at its discretion, offer or accept a trial project before establishing an ongoing business relationship.
A trial project may be free of charge or subject to a fee, as agreed in advance.
The scope, word count, delivery schedule, intended purpose, and other conditions of a trial will be determined separately.
Completion of a trial does not obligate either NAI or the Client to enter into any future transaction or long-term business relationship.
Unless expressly agreed otherwise, trial deliverables are provided solely for evaluation purposes and may not be used as final commercial deliverables.
7. Client Materials and Instructions
The Client is responsible for providing NAI with accurate and complete source materials, instructions, reference materials, glossaries, terminology lists, style guides, previous translations, and other information reasonably necessary to perform the Services.
Where the Client has specific terminology, style, tone, formatting, or other preferences, such requirements should be provided before NAI accepts the order.
If relevant instructions or reference materials are provided after work has commenced, resulting revisions may be treated as additional work and may be subject to additional fees or a revised delivery schedule.
The Client represents that it has the necessary rights and authority to provide all materials submitted to NAI and to authorize NAI to use such materials for the performance of the Services.
8. Changes and Cancellations
After an order has been accepted, additions, replacements, amendments, or other changes to source materials or project specifications may be treated as additional work.
NAI may provide a revised quotation and delivery schedule before performing such additional work.
If the Client cancels a project after NAI has accepted the order, the Client shall pay for work already performed and reasonable costs or commitments already incurred in connection with the project.
Where advance payment has been made, NAI may deduct such amounts from the advance payment and refund any remaining balance, if applicable.
9. Delivery
NAI will use reasonable efforts to deliver the Services by the agreed delivery date and time.
Delivery will be made by email, file transfer service, cloud storage, project management platform, or another method agreed with the Client.
A delivery schedule is based on the information and materials available when the order is accepted. Delays caused by late or incomplete Client materials, changes in specifications, delayed responses, payment delays, or circumstances beyond NAI's reasonable control may result in an adjusted delivery schedule.
10. Review and Corrections
The Client shall review delivered work promptly.
Requests for correction of objective errors should be submitted within seven (7) calendar days after delivery.
Objective errors may include mistranslations, omissions, grammatical errors, typographical errors, or failure to follow instructions that were provided and accepted before work commenced.
Where an objective error attributable to NAI is confirmed, NAI will provide an appropriate correction at no additional charge.
Changes based solely on stylistic preference, newly supplied terminology, newly supplied reference materials, changes to the source text, changes in Client instructions, or requests that alter the meaning of the source text are not considered corrections of objective errors and may be treated as additional work.
If no correction request is received within seven (7) calendar days after delivery, the deliverable will be deemed accepted, without prejudice to any rights that cannot lawfully be excluded.
11. Machine Translation, MTPE and AI-Assisted Services
NAI may provide MTPE, AI-assisted translation, or other technology-assisted Services where such Services are requested or agreed with the Client.
NAI will not intentionally use machine translation or generative AI for a project represented and accepted as a human-translation-only project without the Client's authorization.
Where third-party machine translation, AI, CAT, cloud, or other technology platforms are used, NAI will take reasonable measures to select and use services appropriate to the project and to protect Client materials in accordance with applicable confidentiality and data protection requirements.
Specific restrictions regarding machine translation, generative AI, data retention, training use, or approved technology platforms must be communicated by the Client before the order is accepted.
Where the Client requires a particular tool or platform, the parties may agree separately on its use and applicable conditions.
12. Confidentiality
NAI will treat non-public information and materials received from the Client in connection with an inquiry or project as confidential and will use them only as reasonably necessary to evaluate the inquiry, prepare a quotation, conduct an agreed trial, or perform the Services.
NAI may disclose confidential materials to its employees, translators, reviewers, editors, subcontractors, and service providers only to the extent reasonably necessary for the applicable purpose and subject to appropriate confidentiality obligations or safeguards.
NAI will not knowingly disclose the Client's confidential information to unrelated third parties except with authorization or where required by applicable law.
If the parties enter into a separate non-disclosure agreement (“NDA”), the NDA will prevail over this Section to the extent of any conflict.
13. Translators, Reviewers and Subcontractors
NAI may engage qualified translators, reviewers, editors, proofreaders, other professionals, and service providers as reasonably necessary to perform the Services.
NAI remains responsible for managing the Services provided to the Client in accordance with the agreed project requirements, subject to these Terms.
Where a project involves regulated personal data or other information subject to specific contractual restrictions on subcontracting, NAI will comply with applicable agreed requirements.
14. Personal Data and Data Processing
Personal information received through our websites, inquiry forms, and business communications will be handled in accordance with NAI's Privacy Policy and applicable law.
Where NAI processes personal data on behalf of the Client in circumstances requiring a separate data processing agreement (“DPA”), the parties may enter into an appropriate DPA.
Where a DPA or other data protection agreement has been executed, that agreement will prevail with respect to the processing of personal data to the extent of any conflict with these Terms.
15. Intellectual Property
The Client retains all rights it holds in the source materials and other materials supplied to NAI.
The Client represents that NAI's authorized use of the materials for the Services will not knowingly infringe the rights of any third party.
Unless otherwise agreed in writing, upon full payment of all fees due for the applicable project, the Client may use, reproduce, distribute, and provide the final deliverables to its end client for the purposes for which they were commissioned.
Pre-existing materials, translation memories, terminology resources, software, processes, know-how, templates, tools, and other intellectual property owned or developed independently by NAI or third parties remain the property of their respective owners.
Nothing in these Terms transfers ownership of NAI's general methodologies, know-how, systems, tools, or other pre-existing intellectual property to the Client.
16. Client Responsibility for Final Use
Translation and related language Services may involve professional linguistic judgment.
Unless expressly agreed otherwise in writing, NAI does not provide legal, medical, regulatory, tax, financial, engineering, or other professional advice through its translation Services.
The Client is responsible for determining whether a deliverable requires additional review, certification, regulatory approval, legal review, technical validation, or other specialist review before use for a particular purpose.
The Client is also responsible for the final use, publication, distribution, implementation, or submission of the deliverables.
17. Limitation of Liability
To the maximum extent permitted by applicable law, NAI shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business opportunities, loss of revenue, or loss of goodwill, arising out of or in connection with the Services.
Except in cases where liability cannot lawfully be limited or excluded, NAI's aggregate liability arising out of or in connection with a particular project shall not exceed the total fees actually paid to NAI for that project.
Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.
18. Force Majeure
NAI shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, civil disturbance, governmental action, power failure, telecommunications failure, widespread internet or cloud service outage, or other comparable events.
NAI will use reasonable efforts to notify the Client and minimize disruption where practicable.
19. Your Client Remains Your Client
Where the Client is a translation company, localization company, language service provider, agency, or other intermediary, NAI recognizes the importance of the Client's relationship with its end client.
NAI will perform the Services as the Client's production partner and will not knowingly use confidential project information obtained through the Client to directly solicit the Client's end client in relation to the same project or business opportunity.
This provision does not restrict NAI from conducting business with an organization with which NAI had an independently established business relationship, or which approaches NAI independently without use of the Client's confidential information.
20. Governing Law and Jurisdiction
These Terms and any transaction between the Client and NAI shall be governed by and construed in accordance with the laws of Japan, without regard to conflict-of-laws principles.
The Yokohama District Court, Japan, shall have exclusive jurisdiction as the court of first instance over any dispute arising out of or in connection with these Terms or the Services.
21. Priority of Individual Agreements
If NAI and the Client enter into a separate written agreement, including a master service agreement, NDA, DPA, quotation, statement of work, or other project-specific agreement, the separately agreed terms shall prevail over these Terms to the extent of any inconsistency.
A purchase order or other document issued unilaterally by the Client will not modify these Terms unless NAI expressly agrees to the modification in writing.
22. Severability
If any provision of these Terms is determined to be invalid or unenforceable under applicable law, the remaining provisions will remain in effect to the extent permitted by law.
23. Changes to These Terms
NAI may revise these Terms from time to time to reflect changes in its Services, business practices, applicable laws, or other circumstances.
Revised Terms will be posted on our website with an updated effective date.
Unless otherwise agreed, changes will not retroactively alter the material terms of a project already accepted by NAI before the revised Terms became effective.
24. Contact
Questions regarding these Terms may be directed to:
NAI, Inc.
NAIway Translation Service
Daiya Building
2-21-1 Tsuruya-cho, Kanagawa-ku
Yokohama, Kanagawa 221-0835
Japan
Tel: +81-45-290-7205
Email: info@naiway.com