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Terms and Conditions

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This is a binding agreement between the company and a client regarding work done by the Company as a service to the client and henceforth is subject to the subsequent Terms and Conditions.

1. Definitions/Use of services

1.1 "The Company" refers to Pipelette Translations Ltd and any other trade name under which the Business function.

1.2 "Client" means any person, organisation or corporate entity to which the Company shall provide Work translation. "Work" suggests to any translation or any other work take upon by the Company or any other services supplied by the Company.

1.3 In the event of any battle amid any part of the contract between the Company and the Client, signed service agreement that may or may not exist between the parties shall have precedence over the terms and conditions within this contract.

2. Request for Quotations

2.1 Unwritten quotations are premade for guidance only. They do not bind the Company and are hence subject to written confirmation on receipt of the text for translation or other Work.

2.2 Written quotations are continuously valid for 30 days following their inception unless otherwise stated.

2.3 The company reserves the right to impose additional charges to the quoted amount, if after commencement of translation, changes to the source text are advised by the Client. Such charges are to be agreed with the Client.

2.4 The Contract shall come into force on receipt of our services, approval of a quotation or any other such confirmation by you for us to proceed with the Work, and on the initiation of the Work provided by us.

2.5 The Contract will be subject to these Terms and Conditions. All terms and conditions appearing or stated in the order for work or established by you, in any sense, shall have no effect.

2.6 Quotations are given based on your portrayal of the source material, other commands, and the intent of the translation. Such quotations may be revised at any time if, in our opinion, the portrayal of the source material, commands or any other element is materially inadequate or erroneous.

2.7 With respects to the translation and officialization of documents (apostilling, certification, notarisation, affidavit, etc.) it is a responsibility of the Clientele to ascertain with the pertinent authority what level of officialization is applicable for the use to which the translation will be adequate.

3. Completion of Work

3.1 The Company will always endeavour to meet deadlines, dates or periods for completion of Work and the Company is not liable for the consequences of any delay for any reason whatsoever and deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated and agreed. The Client should be aware that the Company cannot be held liable for delays or information degradation associated with any breakdown whatsoever caused by failures on the Client's servers, utilities or telecoms' systems, or the Company's servers, utilities or telecom' systems which are outside the control of the Company and which are known to occur from time to time.

3.2 The Client must specify a completion date when requesting the Work and howbeit late delivery shall not entitle the Client to withhold payment for Work done.

3.3 Work will generally be sent to the Client by electronic mail as an electronic file (Word, pdf, MP3, wav, etc.) or to be accessed through other electronic/digital resources. If the Client needs Work to be provided in hard copy by post, the Company cannot be accountable for delays in the supplying of work or for any failure in the fulfilment of transportation caused by the postal system.

3.4 The Company reserves the right to charge supplementary urgency rates to cover any overtime requirements or further expenses. Should any other extra costs be incurred, The Company is entitled to charge for these as too.

3.5 The Company reserves the right to sub-contract all or part of the Work to a contractor or contractors of its own choice.

3.6 Any alterations, rectifications, etc., will be checked by the Company and its linguistic professionals and then, if satisfactory and settled, the document will be updated. This process may encompass several rounds of checking and participation of the Client. In regard to legalised, certified, notarised or any other form of 'official' translation the Company anticipate the Client to assiduously check the translation provided in electronic form before the Company will release any hard copy documentation.

4. Interpreting/Deciphering

4.1 If a Client is, without prior notice, absent then the Interpreter shall wait at the site until 30 minutes after the agreed start time. When the Client has failed to attend an event then the Company shall charge the full-service fee for the projected number of hours plus expenses.

4.2 The Company will endeavour to arrange a substitute interpreter and notify the relevant parties as soon as possible, however no liability is accepted by the Company for failing to do so; furthermore, the Company shall not charge a service fee if the Interpreter is incapable to attend an event due to unpredicted circumstances.

4.3 The Company shall charge the full-service fee if the interpreter is inescapably late but is still required to complete their duties.

4.4 Whilst the Company shall make every effort to provide services by the agreed date/time they shall not be responsible for delays in completion caused by events beyond the Company's control.

4.5 The Company shall not be legally responsible for failure on the part of the interpreter to any onuses to the Client.

5. Price and Remuneration

5.1 The cost of translation is based upon the number of words of text in the source language unless otherwise settled in writing. Payments for all Work shall be made on the invoice date unless specifically stated by the Company beforehand, although in some circumstances payment or part payment may be requested prior to the commencement of the work. Without affecting the Company's rights, the Company reserves the right to levy a service charge of 8 (eight) % per month on all outstanding balances beyond the due date.

5.2 Except the case where it is otherwise stated, prices are in sterling (GBP) and are exclusive of value added tax and any other tax or duty. An invoice shall be sent to you for all appropriate expenses and taxes for which we are liable to collect. The Client shall be liable to pay any fines or appreciation on such taxes which are payable by us because of your delay in paying such taxes.

5.3 We reserve the right to invoice you upon completion of each stage of the work or at monthly intervals if the work is being provided in stages and/or over a period of more than 60 (sixty) days.

5.4 We shall suspend further work from you without prejudice to any other right we may have if there is a failure to pay an invoice in accordance with the foregoing terms or other terms specified in the Contract or agreed in writing.

6. Cancellation and suspension

6.1 If the Client, for any reason, cancels, suspend or postpone Work for which the client has commissioned, charges will be payable for all completed Work up to the cancellation, suspension, and postponing date and for all other costs and expenses which may occur because of such actions.

6.2 In case of Force Majeure (Industrial Dispute, Strike, Civil Commotion, Natural Disaster, Acts of War, Lockout and any other circumstances which can be shown to have substantially affected the Company's ability to deal with the service order as agreed), the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to withdraw from the agreement, but in any event, the Client undertakes to pay the Company for Work already completed. The Company shall assist the Client, to the best of its ability, to place their work elsewhere.

6.3 Any termination of the Contract shall not bias any rights or remedies which any party may have.

6.5 When a cancellation of an interpreting assignment or any other service including the booking of a linguist for set days, periods and times, etc., will be relying upon to a 100 (one hundred) % invoice being issued except a notice period of a minimum of 7 (seven) working days has been granted.

7. Distribution of Work

7.1 The Company will not be legally obligated in any circumstances for the repercussion of any tardiness in sending or performance or failure to send or perform or if any delay or failure is due to late delivery or performance by suppliers or subcontractors, scarcity of labour, an act of God, fire, deluge, extreme or exceptional weather conditions, industrial actions, conflicts, governmental order or state intervention by having the force of law or any other cause whatever beyond our control or of an unforeseen nature cause.

7.2 The Client needs to be aware of the risks of the delivery deemed by posting, faxing and or electronic delivery.

7.3 Nevertheless, the Company will hold a copy of the files and, should there be any loss or damage, will provide an additional copy free of charge.

7.4 When the Client requires the Company to utilise some third-party services such as a Solicitor a Notary Public, or the Foreign and Commonwealth Office, the Company cannot be held accountable for any delay in delivery or non- performance of these third parties.

8. Obligation and Liability

8.1 When the fulfilment of an obligation is beyond the control of the Company, the Company shall take no liability for the incurred obligations.

8.2 A complaint by the Client in respect of any Work shall be informed to the Company in writing within 5 (five) days of the receipt of the Work by the Client. Following finalization of a task, the Company agrees to correct at no charge to the client any erroneousness, mistakes or disregards which are at the fault of the Company. Our accountability will be no more than to put it right any such alleged erroneousness, mistakes or disregards that on our belief can be justified, to our contentment. The Client shall always give the Company the opportunity to make right any alleged matters within the translation. At no time will such allegations delay payments.

8.3 The Company shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit, revenue business, damage to reputation, contracts or goodwill, anticipated savings, and or any other indirect or important loss or damage at all) resulting from the use of Work which surpasses the contract price for the Work supplied, and the Client shall indemnify the Company against all claims and requests upon the Company for any such consequential loss or damage.

8.4 Unless set in contract no terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Work shall be incorporated within contract.

8.5 The Client must accept that a translation reads differently from good original writing and no liability is accepted by the Company for any alleged lack of advertising or sales loss or any other issue.

8.6 Furthermore, the Company does not warrant or make any representation regarding the use of the Work provided in terms of exactness, precision, consistency or otherwise, etc. The Company does not warrant that the Work will meet your specific necessities and we do not warrant that the Work will be uninterrupted or error free.

9. Providing work

9.1 The Client requires the Company to provide Work with swiftness (with regards to translation work, swiftness will be any work requiring 1000 words per working day for our Enterprise level service, 1500 words per working day for our Corporate level service, 2500 words per working day for our Business level service and a 5000 words per working day for

our Economy level service.

9.2 If otherwise and particularly agreed by the Company in writing, the Client (which for the purposes of this clause includes any associated companies, their or your employees, principals, directors, or shareholders, etc.) shall not, for a period of five years after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from the Company or use the services of a translator, interpreter or other language professional or supplier who has provided Work to the Client on behalf of the Company under the Contract. In the event of a breach under this clause, the Client agrees to pay the Company an amount equal to the combined remuneration paid by the Company to the translator, interpreter or other language professional or

supplier for the 4 (four) years prior to the date on which you employed or used the services of the translator, interpreter or other language professional or provider.

10. Nature of Translation

10.1 Translation is the communication of meaning from one language (the source) to another language (the target). Translation refers to written information, whereas interpretation refers to spoken information. Translation is, however, to be compared with Adaptation and Copywriting in both of which to a lesser or greater degree the notions contained in the original material are held but the way these are stated may be removed completely in the target language with the purpose of maximising eloquence. The Company plan to use its best endeavours to generate an errorless and idiomatic translation of material to be translated within the terms of the clause and dependent to the clause below.

10.2 The Company is not authorised to take any decisions on behalf of the Client to make such alterations that may improve the text in translation or clarify passages of the original text but may inform the Client of such inaccuracies. The Company will not consequently take any criticism of any translation where these aspects may be at issue.

10.3 On condition that a more specific knowledge of the applicable field of terminology is required for the appropriate translation of a specific piece of written material, for example but not by way of limitation, such knowledge would only be available to a certain Client, company or organisation, it cannot be expected that the Company has such knowledge. In such, a case it is obligatory on the Client to make such instruction available to the Company as it may be essential for the appropriate translation of the material in the form of individual glossaries or any other support to translation. The Company will however, always endeavour to place specialist translation with translators experienced/qualified in specialist translation.

10.4 Where a Client has specified an exact use for translation Work and afterward requests to use the translation for a purpose other than that for which it was originally provided, the Client should acquire approval from the Company that the translation is satisfactory for the new purpose. The Company takes no liability where a translation is used for a purpose other than that for which it was originally provided and withholds the right to make additional charges for any adjustments which the translation may involve.

10.5 Where the Contract for Work provides for proofs or text to be submitted to the Client for approval, the Company shall not be liable for any mistakes not corrected by the Client or any alterations or changes made by the Client in the proofs or texts so presented.

11. Clients Property

11.1 All files or any other possessions supplied to the Company will be kept or dealt with by the Company at the Client's stake and the Company will not be liable for the substantial loss or damage to that matter.

11.2 The Company reserves the right to erase or get rid of any document or other property of the Client which has been in its custody for up to 12 (twelve) months following completion of the Work to which it entails.

12. Granting of rights/Confidentiality

12.1 Neither party may disclose to any other person any of the other party's Confidential Information, or use any of the other party's information in any way that is not pertinent to the work done by the company.

12.3 Either party may disclose the Confidential Information of the other when required to do so by law or any other regulatory authority, provided that the party required to disclose the Confidential Information, where practical and legitimate to do so:

a) Promptly notifies the owner of any such requirement; and

b) Collaborates with the owner regarding the reasons, scope or timing of such disclosure or any action that the owner may take to challenge the validity of such prerequisite.

12.5 To its (or any of its related company's) personnel, sub-contractor's personnel or any person whose duties judiciously involve such disclosure, on if the party making such disclosure guarantees that such person to whom such disclosure is made:

a) Is conversant of the commitments of confidentiality under these Terms and Conditions; and

b) Abide with those obligations as if they were restrained by them.

12.6 The obligation of confidentiality contained within this clause 12 shall survive cessation of the Contract regardless of how it caused.

12.7 Each party agrees that its obligations under this clause 12 are required and rational to safeguard the party who is within the process of having their information disclosed and each party must reach the agreement that the remedy of damages would be insufficient to reimburse the party who has had their information disclosed for any breach by the party propagating the disclosure. Hence, each party come to an agreement that, in addition to any other remedies that may be available, the party that is not making the disclosure shall be eligible to look for injunctive relief against the impending breach of this agreement or the prolongation of any such breach by the party receiving the disclosure of confidential information, without the necessity of proving actual damages.

13. Illegal Affairs

13.1 The Company shall not be required to translate any matter, which in its opinion is or may be of an illicit or defamatory nature. Where copyright exists in texts to be translated by the Company, the Client is assumed to assert that it has obtained all consents necessary for such translation to be made.

13.2 The Company shall be indemnified by the Client in respect of any legal or financial issues arising out of any

defamatory matter printed or published for the Client, or any infringement of any right of any being.

14. Intellectual Property and Copyright

14.1 The Copyright of the translation is the property of the Company and is to be passed on to the Client following full payment for the Work and in no other situation.

14.2 Once payment has been made for the Work all Intellectual Property Rights (including but not limited to copyright) in the Original Works and the Work shall be bestowed to the Client (or your licensors) but, for the avoidance of doubt, you (the Client) hereby grant to the Company (and our sub-contractors) the rights to store and use the Original Works for the length of the Contract for the clear purpose of providing Work to the Client.

15. Data Protection

15.1 Each party shall ensure that the Data Protection Act 1998 is complied with in tandem with its performance of its obligations under these Terms and Conditions.

15.2 The Company recognizes that if we are required to process any data during the process of the Work, it is fair and necessary that we shall do so only on instructions made by the client.

16. Miscellaneous

16.1 If any provision of these Terms and Conditions is or becomes invalid or unenforceable it is automatically severed from the rest of the Terms and Conditions so that it is ineffective to the degree that it is invalid and unenforceable and no other Terms and Conditions shall be rendered invalid, unenforceable or be otherwise affected.

16.2 A person who is not party to this Contract under the Contracts (Rights of Third Parties) Act 1999 shall have no right to enforce any term of this Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

16.3 Nothing in these Terms and Conditions or the Contract ventures to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other. furthermore, neither party shall ever obtain the authority to act in the name or on behalf of the other, or otherwise bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power) as an indirect cause of that which has been stated.

16.4 One of our company values is to treat everyone with respect. We therefore would like to ask all clients to act in the same way towards our staff. As a result, we would like to respectfully advise that abusive, threatening or insulting words or behaviour toward our staff through any means will not be tolerated.

17. Authority

17.1 These conditions shall be interpreted in accordance with English law of which is currently in force and therefore the Company and the Client must submit to the exclusive jurisdiction of the English Courts.

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