In these Terms and Conditions (including Confidentiality Agreement), unless the context requires otherwise: "Contract" means this agreement between the 2 parties named above and duly agreed.

"Terms and Conditions" means these standard terms and conditions as set out below.

"Confidential Information" means information (in any form) which is confidential to either Party and is disclosed in connection with the Services including, but not limited to the Source Documents and the Translated Documents.

"Services" means translation services performed by the Translator or Interpreter nominated by TLC.

"Source Documents" means the documents, files, materials and works provided by the Client for the purposes of carrying out the Services by the TLC.

"Translated Documents" means the documents, files, materials and works translated and produced from the Source documents in accordance with the Client's instructions and provided by the TLC to the Client.

"Intellectual Property Rights" means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.

"Purchase Order" means an order raised by the Client for Services requested and constitutes acceptance of the total price quoted by TLC for the services provided.

"Acceptance Advice" is the acceptance of the work by TLC, to provide the services at the agreed rate.

2.1 Quotations are binding from TLC and a contract ("Contract") will only come into being when the Client issues a written confirmation of acceptance of the Quote together with a Purchase Order Number on their company letter heading, authorised and faxed to the TLC. This may be agreed in the form of an e-mail (for ease and quickness) from the Client accepting the total charge for the work outlined.

2.2 The Contract will be subject to these Terms and Conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Client shall have no effect unless received in writing and prior to the Translation of the work commencing. Any variation of the Contract must be confirmed in writing by the Client to TLC.

2.3 TLC's written rate for the job is given on the basis that the terms quoted will remain open for the placing of orders for 30 days from the date of the quotation.

2.4 Quotations are given on the basis of description of the source material, the purpose of the translation and any other instructions.

2.5 These Terms and Conditions apply to all Services provided unless otherwise agreed between the parties in writing.

2.6 TLC encourage the Translators to raise any questions and / or queries regarding any work or services to be provided to ensure that the Client's preferred terms and wording is used for accuracy of the translations. The Client's early response to these would be appreciated so as not to hold up the deadline for delivery of the finished work. If the Client does not respond within a reasonable time; the Translator will use the best assumed translation for the text. Further charges may be due if the Client prefers to alter the document after the delivery.

2.7 A cabin/page is available on TLC's ftp site at a monthly charge*(subject to TLC's descretions). (Please ask for details) This personal cabin is for the use of the Client to drag and drop translations on to this site and also as a pick up point; making transfers more secure than through the general e-mail system. The User Name and Password must remain confidential to the Client and only to be given to others on a need to know basis.

2.8 Interpreting Services: Interpreters provided by TLC will meet with the Client prior to get a clear understanding of what the Client wishes to be translated verbally to a third party. The time the Interpreter is booked is from the start of the pre-meeting with the Client and concludes at the end of the meeting or any feedback meeting the Client requires.

3. PRICE AND PAYMENT

3.1 Unless otherwise stated, prices are in sterling. Any value added tax and any other tax or duty shall be stated by the TLC at the time of the quote.

3.2 The Translation Crew are not currently registered for VAT and therefore do not add any tax to the price agreed. A receipt of payment will be sent to the Client which is acceptable to their local tax authorities. If however, the Client has issues regarding this, they must raise this immediately to avoid delay in payment.

3.3. Translation Price includes written translation of the required documents from the source language into the target language and transmission by email. If the Client has any specific needs for sending and or delivering the job in a different mode, the Client will be charged accordingly. (See 4.3)

3.4 Interpreter's fees will be charged on the basis of a reduced hourly rate after the initial 2 hour minimum charge. Travel time and costs will be agreed when the order is placed.

3.5 Quotations in a currency other than sterling are based on the rate of exchange at the time of quoting. Any Bank charges for exchange rates where applicable will be paid by the Client.

3.6 TLC will issue an invoice for the agreed amount for the work completed and the Client will make payment in full into the TLC Bank Account* within 28 days from the date of delivery of the Translation. Bank charges will be incurred and charged for, if the Client is late in paying, unless otherwise previously agreed with TLC.

Please note: For new Clients - there will be a request for pre-payment of the agreed charge before commencing translation. Thereafter, any future work, the Client can benefit from a 28 payment period from the date of delivery.

3.7 TLC's Bank details will be supplied at the time of the request for payment.

3.8 TLC will give details of their preferred method of receiving payment (depending on the individual country) and to avoid the Client having to pay excessive bank charges, may ask for a cheque to be sent to a representative of theirs in that country.

4. DELIVERY

4.1 The dates for delivery of the Translated Documents or the dates for carrying out the Services will be agreed before the work commences. If there are delays, TLC agrees to inform the Client as soon as possible, so as not to inconvenience or impede the Client's schedule.

4.2 TLC is not responsible for any late delivery which is beyond their control; (also See 2.6) however will do everything they can, to keep the Client notified and the delivery within the specified deadline.

4.3 Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to the Client shall, for the purposes of the Contract, constitute delivery to the Client. Risk in the Translated Documents shall pass to the Client on delivery.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All Intellectual Property Rights (including but not limited to copyright) in the Source and the Translated Documents shall vest in you; the Client (or your licensors) but, for the avoidance of doubt, you hereby grant to TLC (and our sub-contractors (Translators)) a licence to store and use the Source and the Translated Documents for the duration of the Contract and for the purposes of providing the Services to you, the Client.

5.2 All documents both source and target are kept in a safe and secure place and backed up if in electronic format, for a minimum of 6 years by TLC unless the Client asks specifically for the documents to be deleted upon completion, this should be confirmed in writing.

5.3 All documents will remain the property of TLC until full payment of the translation is received. The ownership will then pass back to the Client (see 5.2)

6. DATA PROTECTION

6.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions , will at all times comply with relevant provisions of the Data Protection Act 1998.

6.2 TLC and its nominated Translators acknowledge that if required to process any data in the course of providing the Services shall do so only on the Client's instructions.

7. RESPONSIBILITY AND LIABILITY AND CANCELLATION

7.1 The Services shall be carried out using due diligence, expertise, reasonable skill and care in accordance with the standards of the industry.

7.2 TLC shall use all reasonable caution and control in selecting Translators, Interpreters and other personnel used to produce the Translated Documents and perform the Services. All Translators approved by TLC are all experienced and Professional Translators and have conformed to TLC's quality registration system.

7.3 The Nominated Translator will sign a Declaration of Translation for all translations undertaken. They will sign to the effect that the translation is a true and accurate translation from the source language, that their work has been has been fully proof read and context checked throughout.

7.4 The Translator is liable for the standard of translation for the document part or full to which they apply their translation skills, by translating one language to another. They are not responsible for any preferred phraseology, or alternative words which do not change the overall meaning of the source language, unless this has been previously agreed with the Client. In this case a list of preferred terms should be issued by the Client with the order.

7.5 All translations are believed to be reliable in accuracy and correct.

7.6 If the order is for only a part translation and it does not include checking the rest of the document, then neither the Translator nor TLC can be responsible for any of the previous translation, in accuracy, correctness or context; unless the Client has asked for proofreading and or alteration of previously translated text, which forms part of the contract.

7.7 TLC's entire liability to the Client under any Contract including but not limited to this, in respect of the Services and the Translated Documents shall not exceed the price agreed for the service provided and that sum agreed on the Purchase Order and /or acceptance for that particular job.

7.8 As a professionally recognised company offering translations services we do hold Indemnity Insurance provided by MFI Policy No: 030020PIA040

7.9 Information in the source documents for translation is believed to be reliable. In spite of all efforts of TLC to provide translations which are sound and accurate, TLC cannot guarantee nor bear responsibility for the content which remains the liability of the Client and the author of the source documentation.

7.10 The Translators, TLC and the Client will take all necessary steps to ensure that their machines and PCs are fully virus scanned.

7.11 TLC and the Translators used to provide services are independent suppliers and as such are responsible for their own tax and insurance. The Client bears no responsibility for any holiday, sick pay or any other benefits in kind.

7.12 Cancellation of work to be translated will bear no cancellation fee if notice of 24 hours or more is given (this may be negotiable depending on the Translator)

7.13 Cancellation of Interpreters must always carry a Cancellation fee of the first 2 hours charge, if notice of 24 hours or less is given, as they have allocated their time to that particular job - however if cancellation is made more than 24 hours prior to the meeting, there will be an agreed reduced cancellation charge to cover administration.

8. CONFIDENTIALITY

8.1 TLC and the Client, upon agreement of these terms, confirm that no information regarding the work, the Client or information regarding each other will be past to any 3rd party unless this is agreed with each other.

8.2 During the term of the Agreement and for the period of six years (6) thereafter (including following termination or expiration), each party shall treat as confidential and shall keep secret all information obtained from the other under this Agreement and shall not divulge or communicate such information to any third party (except to such party's own employees and only to the employees who need to know the same in order for that party to carry out its obligations under this agreement.)

8.3 The Client will not make direct contact with the Translator(s) /person(s) / company who are providing the translation services through TLC, nor pass information to another for them to obtain contact.

8.4 Neither party shall disclose information about the other and certainly no information that is likely to harm the other by loss of business or reputation will be discussed, written or reported to a third party. Prior written consent, from either party is required unless that provided shall not extend to information which:

• Is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause); or
• Is lawfully made available to the receiving party by an independent third party (and such lawful right can be made properly demonstrated by the receiving party) or:
• Is already in the receiving party's possession at the time of receipt from the disclosing party (and such prior possession can be properly demonstrated by the receiving party)

8.5 All Translators used by TLC sign Confidentiality Agreements and are aware of the legal consequences.

9. DISAGREEMENT

9.1 Any disagreement by either party shall in the first instant be resolved between the Client and TLC. If no agreement is reached all evidence shall be held and heard in an English Court of Law.