CONTRACT CONDITIONS FOR TRANSLATION SERVICES

1.                  DEFINITIONS

In this Contract, the following terms shall be defined as below:

“Acceptance” means acceptance of the Translation Services as evidenced by acceptance in writing by Multilingo of the translation which is the subject of the Translation Services following Delivery.

“Contract” means the contract between the Translator and Multilingo consisting of Multilingo’s Purchase Order and these terms and conditions.

“Contract Price” means the total price to be paid by Multilingo to the Translator for the Translation Services as defined in Multilingo’s Purchase Order.  Such Contract Price is inclusive of all taxes, duties and other levies payable but excludes United Kingdom Value Added Tax which may be charged in addition where applicable.

“Delivery” means the delivery of the Translation Services to Multilingo, completed in all respects.

“Delivery Date” means the delivery date specified on the Purchase Order.

“Purchase Order” means the purchase order issued or to be issued for the Translation Services by Multilingo

“Multilingo” means Kavankamp Limited whose registered office is at Walcot, Square Drive, Kingsley Green, Haslemere, Surrey GU27 3LW……...

“Translation Services” means the translation services to be provided by Multilingo as stated on the Purchase Order.

“Translator” means the company, firm or person to whom Multilingo has addressed its Purchase Order for the Translation Services.

2.                  SCOPE OF WORK

2.1              The Translator undertakes to provide the Translation Services by the Delivery Date(s) in consideration of payment by Multilingo of the Contract Price following Acceptance within 30 days of receipt of valid and correct invoice.  In respect of Delivery, time shall be of the essence.

2.2              The Translation Services shall be carried out by the Translator with all due despatch, care accuracy and attention, and in compliance with the highest standards of relevant established current translators practice.

3.         LIABILITIES AND INDEMNITIES

3.1       The Translator shall indemnify and hold harmless Multilingo from all claims, actions or demands made by third parties against Multilingo and all liabilities of Multilingo to third parties (collectively “Third Party Liabilities”) and from all damage, losses, costs expenses and payments whatsoever suffered or incurred by Multilingo either directly or in relation to Third Party Liabilities in respect of (I) personal injury to or death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of Multilingo or of any person for whom Multilingo is responsible) which shall have occurred in connection with the provision of the Translation Services, (ii) any defect in the Translation Services, and (iii) any breach by the Translator of any of the terms of this Contract, including without limitation, Clause 3 hereof, PROVIDED THAT the liability of the Translator to Multilingo under this Contract, including without limitation this Clause 3, shall be limited to £10,000 or the Contract Price, whichever shall be the greater.

4.                  INSURANCE

3.1              The Translator shall take out and maintain during the currency of this Contract an insurance policy, with an insurance company of repute satisfactory to Multilingo and sufficient to cover its liabilities under this Contract, including, without limitation, its liabilities under Clause 3.  The Translator shall, upon request produce to Multilingo a copy of the said insurance policy and a receipt for the payment of the current premium.  For the avoidance of doubt, the Translator shall be liable under all the provisions of this Agreement, including, without limitation, Clause .3 whether or not the Translator complies with this Clause 4.

5.      CONFIDENTIALITY

5.1              All communications and all information whether written, visual or oral and all other material supplied to or obtained by the Translator in the course of or as a result of the discharge of its obligations under this Contract and all information relating to any invention, improvement, report, recommendation or advice given by the Translator to Multilingo in pursuance of its obligations under this Contract shall be treated by the Translator as confidential and shall not be disclosed by the Translator without the written consent of Multilingo.

6.      INTELLECTUAL PROPERTY

6.1              All intellectual property and industrial property rights throughout the world in patentable and non-patentable inventions, discoveries and improvements, processes and know-how, copyright works and the like discovered or created by the Translator in the course of or as a result of the discharge of its obligations hereunder and/or (as the case may be)based whether directly or indirectly on any item of information required to be kept confidential under Clause 5 hereof shall vest in and be the absolute property of Multilingo.  Upon the request of Multilingo the Translator shall (at the expense of Multilingo) execute all documents and do all acts and things required to vest or perfect the vesting of such property rights legally and exclusively in Multilingo or any nominee or assignee of Multilingo.

7.                  TERMINATION

7.1              Each party shall be entitled to terminate this Contract forthwith if the other party commits a material breach of any of its terms.

7.2              Termination of this Contract shall be without prejudice to any obligation by one party to the other which shall have occurred prior thereto.

8.         ENTIRE CONTRACT AND APPLICABLE LAW

8.1              This Contract contains the whole Contract between the Parties relating to the subject matter of this Contract at the date hereof to the exclusion of any terms implied by law which may be excluded by Contract

8.2              Each Party to this Contract confirms that it has reviewed all the matters provided for in this Contract, including the provisions of this clause, and agrees, having considered the terms of this clause and the Contract as a whole, that the provisions of this clause are fair and reasonable.

8.3       The interpretation, construction, effect and enforceability of this Contract shall be governed by English law and the parties agree to submit to the jurisdiction of the English courts.

9.      NOTICES

9.1       All notices, documents or other communications (a “Notice”) to be given hereunder, shall be in writing and shall be transmitted by first class registered or recorded delivery mail, or by facsimile or other electronic means in a form generating a record copy to the party being served at the relevant address for that party.  Any Notice sent by mail shall be deemed to have been duly served three working days after the date of posting.  Any Notice sent by facsimile or other electronic means shall be deemed to have been duly served at the time of transmission.

10.              MISCELLANEOUS

10.1     In this Contract, “Party” means a party to this Contract and “Parties” shall be construed accordingly.

10.2     The headings in this Contract are for guidance only and do not affect its construction.

10.3     In the case of any inconsistency between any provision of the Appendices hereto and any provision of this Contract, the latter shall prevail.

10.4     Where the context requires or admits words importing the singular shall also include the plural and vice versa and the use of any gender shall include all genders.

10.5     References in this Contract to a Clause or Appendix is to a Clause or Appendix of this Contract

10.6     If any term or provision in this Contract shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Contract but the validity and enforceability of the remainder of this Contract shall not be affected.

10.7          The waiver or forbearance or failure of a party in insisting in any one or more instances upon the performance of any provisions of this Contract shall not be construed as a waiver or relinquishment of that party’s rights to future performance of such provision and the other party’s obligations in respect of such future performance shall continue in full force and effect.

10.8          In any event, and notwithstanding anything to the contrary herein, nothing in this Contract is intended to, or shall, confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or shall confer any right of any third party to enforce a term contained in this Contract.

10.9          For the avoidance of doubt both parties hereto confirm that the Translator enters into this Contract as an independent contractor and that the Translator is not, nor for any purpose shall be, regarded as an employee of Multilingo.

10.10      The obligations imposed upon the Translator under Clauses 5 and 6 shall survive the expiry or termination of this Contract.

12.6          In any event, and notwithstanding anything to the contrary herein, nothing in this Contract is intended to, or shall, confer any benefit on any third party (whether referred to herein by name, class, description or otherwise) or shall confer any right of any third party to enforce a term contained in this Contract.