DEFINITIONS
The following words shall have the following meanings in these Terms and Conditions:
“The Company” means Choice Language Services Ltd.
“The Client” means the person, company or corporate body commissioning work or services from the Company.
“The Acceptance Note” means the Company’s standard pro forma which is to be signed by the Client, or email with instruction to proceed and such Acceptance Note or email shall be deemed to form part of these Terms and Conditions.

1. ACCEPTANCE OF TERMS
(a) These Terms and Conditions are deemed to be accepted by the Client in the case of a text to be translated by virtue of the Client forwarding to the Company a full copy of the text it requires to be translated, or in the case of provision of interpreter/conference facilities, by the signature of the Acceptance Note.

(b) No variation of these Terms and Conditions is permitted unless set out in the Acceptance Note and in the event of any conflict between these Terms and Conditions and any other Terms and Conditions these Terms shall prevail.

2. PURPOSE OF THE TRANSLATION
The Client will when commissioning translation clearly indicate the intended use of the translation so as to enable the Company to assess its potential liability in relation thereto. The Company accepts no responsibility for the translation being used for any purpose other than that which is expressly made known to the Company by the Client.

3. CLEARANCES FOR PUBLICATION
The Client accepts complete responsibility for obtaining any clearance required in order to publish anything translated as a result of these Terms and Conditions, and will indemnify the Company in respect of any liability in relation thereto.

4. URGENT DEADLINE WORK
The Company will use its reasonable endeavours to ensure that any deadline of which it is advised by the Client is met, but the Client accepts that the Company is not responsible for any loss damages or costs suffered by the Client as a result of any deadline being exceeded.

5. COPYRIGHT
The Client undertakes to keep the Company harmless from any claim for infringement of copyright (and/or translation rights and/or any legal action including any which may arise between legal or physical persons as a result of the contents of the original text or its translation) and unless otherwise declared the Client confirms that it owns the copyright in the original text
.
6. DEFECTS IN ORIGINAL TEXT AND/OR METHOD OF TRANSMISSION
The Company shall not be liable for the consequences of any defect, error or omission in any text submitted to it, whether such defect, error or omission related to words, grammar, punctuation, accentuation, or any other aspect. Furthermore, the Company shall be under no liability to the Client whatsoever in respect of any errors in transmission by telephone, telex, facsimile, or other means of communication.

7. INDEMNITY
The Client shall at all times indemnify and hold harmless the Company from and against all claims which may be made against the Company and costs incurred (including legal fees) arising out of the use of any material whether written or otherwise provided by the Client.

8. FEES AND QUOTATIONS
(a) No quotation will be given without sight of the material to be translated and any quotation given on the basis of part only of the work being forwarded may be subject to amendment in the light of the whole documentation.
(b) Prices quoted are exclusive of VAT and all quotations shall remain valid for a period of 30 days.
(c) The Company’s invoice will be rendered to the Client with the completed translation and payment will be due within 14 days of the invoice date.
In accordance with the Late Payment of Commercial Debts Regulations 2002, Interest may be charged at the rate of 8% above the Bank of England Base Rate, in respect of any unpaid invoices both before and after any judgement.

9. CANCELLATION
(a) If a translation is commissioned, and subsequently cancelled, the Company will forward the work completed at the time of cancellation to the Client, and the Client will be responsible for paying a proportionate fee based on the work carried out until the time of cancellation.
(b) If an interpreter and/or conference facilities are commissioned, and subsequently cancelled, the Client shall pay fees payable by the Company to any interpreters employed in respect of the work commissioned or any conference facilities booked or arranged.
(c) All notices of cancellation must be made in writing to the Company.

10. APPROACHES TO TRANSLATORS
The Client acknowledges that its relationship with the Company is fiduciary, and that in the event that a translator or interpreter working or having worked through the Company for the Client is offered, or takes direct employment whether full-time, part-time, or freelance with the Client within six months of having worked through the Company for the Client an introduction fee of £1,500 plus VAT or 10% of the gross starting salary (whichever is the greater) of the translator or interpreter is payable immediately by the Client to the Company.

11. FORCE MAJEURE
Neither party shall be liable for failure to perform its obligations under the Terms and Conditions, if such failure results from circumstances which could not have been reasonably contemplated, and which are beyond the parties’ reasonable control.

12. DISPUTES
Both parties will use all their reasonable endeavours to settle any Dispute
between themselves.

13. INTERPRETERS
(a) If an interpreter is to be supplied for a conference all documents relating to that conference shall be forwarded to the Company in sufficient time for the interpreter to familiarise himself/herself with the terminology specific to the conference. No complaints about the quality of the interpreting can be entertained if these materials are not made available in advance of the conference.
(b) In the event of sickness or injury to an interpreter immediately prior to an assignment the Company will use its best endeavours to supply a replacement interpreter but will accept no responsibility for any loss or damage suffered by the Client as a result of any failure to do so.
(c) The Client agrees that whilst performing his or her duties the interpreter shall be under the sole direction of the Client and the safety of the interpreter shall be the responsibility of the Client who will ensure that it has adequate insurance cover to cover any injuries sustained by the interpreter during the term of the engagement.

14. CONFERENCE FACILITIES
If the Company is required to supply conference facilities it shall be the
responsibility of the Client to ensure that:

(a) Access to the venue is made available to the Company in sufficient time to enable the installation and testing of equipment to take place.
(b) The venue is properly set out for the installation of the Company’s equipment with any platforms and/or tables in position.
(c) All equipment once installed will remain in place, and the conference room will not be required for purposes which would entail the equipment being dismantled or re-installed.
(d) Adequate time is made available at the conclusion of the proceedings for the dismantling and removal of the Firm’s equipment.

15. RISK AND TITLE
All equipment hired to the Client in connection with any conference venue will remain the sole property of the Company but the Client shall be liable for any loss, theft, destruction or damage to the equipment howsoever arising, and shall reimburse the Company such sums as shall be necessary to replace any lost equipment or repair damaged equipment.

16. JURISDICTION
These conditions shall be interpreted in accordance with English law And the Company and the Client irrevocably submit to the non-Executive jurisdiction of the English Courts.

Version 2. January 2003