Terms and Conditions of Sale

DEFINITIONS

1.1 In these Conditions:

“Client” means any person, firm or company to whom the Company shall supply or contract to supply Work

“Company” means K International Ltd

“Conditions” means the standard terms and conditions of service set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Company and the Client

“Translation” means the memory created by the use of translation software

“Memory” which enables the automatic insertion of certain terminology into a translation as a result of analysis of its previous use and repetition in the translation

“Work” means any translation, interpreting, typesetting, artwork, printing or any other services supplied by the Company to the Client as described on the Company’s acknowledgement of order or written quotation in the circumstances described in Clause 3.3

APPLICATION OF CONDITIONS

2.1 No conditions other than these Conditions nor any variation to these Conditions shall be binding on the Company unless otherwise specifically agreed in writing by a Director of the Company.

2.2 These Conditions shall be incorporated in every offer, acceptance and contract for Work by the Company and subject to the foregoing any conditions proposed by the Client are hereby excluded.

ACCEPTANCE

3.1 Any written quotation for Work will remain open for 30 days after dispatch and thereafter will lapse unless otherwise stated in writing. The Company will not be bound by any oral quotation or any acceptance of it.

3.2 Upon receipt of a Client’s order or approval for Work, the Company will usually confirm its acceptance of such order or approval and, subject to Clause 3.3, a contract shall be concluded when such confirmation by the Company is given. Each order when accepted by the Company constitutes a separate contract.

3.3 Where the Company starts work following the Clients request to do so the Client shall be deemed to have accepted the Company’s latest quotation and these Conditions.

PRICES AND PAYMENT

4.1 Prices quoted are exclusive of VAT and delivery charges (other than standard postage) and are subject to confirmation after receipt of order. An additional charge may be made for all expenses incurred by the Company at the request of or by agreement with the Client which are not included in the quotation or which the Company considers reasonably necessary.

4.2 Payment for Work shall be made within 28 days from the date of the invoice unless otherwise specifically agreed in writing by a Director of the Company.

4.3 The Company may, without prejudice to any other rights and remedies at its option, charge the Client interest on any payment which has not been made within 30 (thirty) days of the due date, at 2% (two per cent) per month above the prevailing Barclays Bank Plc base rate of interest such interest to accrue on a day to day basis from the due date for payment until receipt by the Client of the full amount whether before or after judgment and the Client shall indemnify the Company against all costs and expenses (including any legal costs and expenses on a full indemnity basis) incurred or sustained by the Company in recovering sums due or in exercising its rights pursuant to clause 4.

SUB-CONTRACTORS

The Client acknowledges and agrees that the Company may use sub-contractors for some or all of the Work but notwithstanding such use, the Company shall remain completely responsible for all actions of sub-contractors relative to the Work. All references to the Company in these Conditions are automatically extended to include such sub-contractors as appropriate.

COMPLETION OF WORK

6.1 Dates or periods given for completion of Work are only best estimates and the Company is not liable for the consequences of any delay. The Client must specify a completion date (if material) when commissioning the Work but whilst the Company shall make every reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Work done.

6.2 Should completion of the Work be required sooner than the normal time required for its proper production, every effort will be made to secure freedom from defects, but reasonable allowance must be made by the Client in such cases. Should such accelerated completion of Work necessitate overtime being worked or additional costs being incurred, a charge will be made to cover the increased cost.

6.3 The Company accepts no liability for the consequences of any delay in completion of Work caused by the Client and, in such event, any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated.

6.4 Unless otherwise agreed, completed Work will be dispatched to the Client by post wherever practicable.

CANCELLATION AND SUSPENSION

7.1 If, for any reason, the Client cancels any order for Work for which confirmation of acceptance has been given by the Company or which has been accepted pursuant to Clause 3.3, the Client shall be liable to pay the Company’s charges all Work completed up to the cancellation date and for all other costs and expenses which the Company may incur as a result of such cancellation.

7.2 If the Client suspends or postpones Work for which confirmation of acceptance has been given by the Company or which has been accepted pursuant to Clause 3.3 for a period of 15 days or more, the Client shall be liable for the Company’s charges for all completed Work up to the date of suspension or postponement and for all other costs and expenses which may accrue as a result of such suspension or postponement.

LIABILITY

8.1 The Company undertakes to carry out all Work with reasonable care and skill. The Client shall notify the Company of any defect in Work performed by the Company in writing within 28 days of the receipt of the Work by the Client.

8.2 In the event that the Company receives a valid complaint from a Client in accordance with clause 8.1, the Company’s sole obligation shall be to re-perform the Work the subject of the complaint without charge as soon as reasonably practicable.

8.3 Save for liability for death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Client by reason of any representation (other than a fraudulent representation) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of these Conditions, for loss of profits, business or anticipated savings or for any consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (and whether caused by our negligence or that of our employees or agents or otherwise) which arise out of or in connection with the supply of or failure to supply the Work, except as expressly provided in these Conditions.

8.4 Subject as expressly provided in these Conditions, and except where the Work is carried out for a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.5 Save for liability for death or personal injury caused by the Company’s negligence and for fraudulent misrepresentation, the Company’s aggregate liability to the Client under all claims resulting from any order from such Client for Work, howsoever such claims arise (be it by negligence, breach of contract, misrepresentation or otherwise) shall in no circumstances exceed the price paid by such Client for such Work.

CLIENT’S MATERIAL

9.1 Notwithstanding any other provision of these Conditions, the Company shall not be required to translate, typeset, interpret or print any matter which in its opinion is or may be of an obscene, offensive, defamatory or illegal nature.

9.2 The Client represents and warrants that it is the owner (or licensor) of any material provided to the Company in connection with Work to be carried out by the Company and that the downloading, translation, publication, distribution or other use by the Company of the material in the course of carrying out the Work pursuant to the Client’s order will not infringe any copyright, trade mark, patent or other intellectual property right of a third party.

9.3 The Client shall indemnify the Company against all costs, claims, expenses, damages and losses suffered or incurred by the Company as a result of any claim by a third party that the carrying out by the Company of the Work on the Client’s material as ordered by the Client infringes the intellectual property rights of that third party or constitutes defamation or is otherwise illegal.

9.4 All documents, paper or other property supplied to the Company by the Client will be held or dealt with by the Company at the Client’s risk and the Company will not be responsible for the consequence of any loss or damage thereto.

9.5 The Company reserves the right to destroy or otherwise dispose of any document, paper or other property of the Client which has been in its custody for more than 12 months following completion of the Work to which it relates.

USE OF COMPANY PERSONNEL

10.1 If any Client or Associate uses the services of a Relevant person other than pursuant to a contract with the Company, the Client shall forthwith pay to the Company

(a) where the Relevant person becomes an employee of such Client or Associate a sum equal to 15% of the gross annual remuneration of such Relevant person or a sum of £2,500 (exclusive of VAT), whichever shall be the higher, and

(b) in any other case, the sum £2,500 (exclusive of VAT).

10.2 For the purpose of this Clause:

10.2.1 “Associate” means an entity which is:

(i) directly or indirectly controlling the Client;

(ii) under the same direct or indirect ownership or control as the Client; or

(iii) which is directly or indirectly owned or controlled by the Client.

For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50%) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body

10.2.2 “Relevant person” means any translator, interpreter, typist, typesetter, artist, proof-reader or other person who has provided Work for such Client directly or indirectly through the Company within six months preceding the use of their services by the Client or an Associate as aforesaid.

FORCE MAJEURE

In the event of Force Majeure (which shall include but not be limited to, strike, fire, industrial dispute, civil commotion, natural disaster, acts of War and any other situation which can be shown to have materially affected the Company’s ability to deal with the Work as agreed), we may be prevented from completing the Work. In such circumstances, the Company shall notify the Client immediately, indicating the circumstances of Force Majeure and shall be entitled to claim payment for Work already completed by the Company up to the date of the occurrence of Force Majeure. The Company will assist the Client to the best of its ability to place the Work elsewhere.

TRANSLATION, TYPESETTING AND ANCILLARY SERVICES

12.1 The following supplementary provisions in this Condition 12 shall apply to the supply of translation, typesetting and ancillary Work.

12.2 Under the Copyright, Designs and Patents Act 1988 (as amended), copyright subsists in the translation of any literary work and belongs to the author of such translation. Where the Company is the proprietor of any copyright in any Work, the Company in agreeing to supply Work, licenses, insofar as it is able to do so, the reproduction or publication of the Work by the Client. However, in the event that payment is not received in accordance with Clause 4.2, the said licence shall be automatically revoked and the Client shall not be at liberty to make use of any Work in which the copyright of the Company subsists. The foregoing license does not extend to any Translation Memory created by the Company in the course of performing the Work.

12.3 The copyright and other intellectual property rights in any software, Translation Memory or other tools used by the Company in performing the Work or in any Translation Memory created by the Company in the course of performing the Work, shall at all times be and remain the exclusive property of the Company or, where applicable, the Company’s licensors.

12.4 Whilst the Company undertakes to use its best endeavours to produce an accurate and idiomatic translation of the original text, the Client accepts that a translation may read differently from good original writing and no liability is accepted by the Company for any alleged lack of advertising or sales impact. The Company shall be under no obligation to indicate or correct errors or omissions in original material supplied by the Client.

12.5 Where a Client has specified a particular use for translation Work and subsequently desires to use the translation for a purpose other than that for which it was originally supplied, the Client should obtain confirmation from the Company that the translation is suitable for the new purpose. The Company accepts no liability where a translation is used for a purpose other than that for which it was originally supplied and reserves the right to make a further charge for any amendments necessitated by the use of a translation for a new purpose.

12.6 Where the contract for Work provides for proofs or texts to be submitted to the Client for approval, the Company shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.

INTERPRETING SERVICES

13.1 This Condition shall apply exclusively to the provision of interpreting Work by the Company in addition to the remainder of these Conditions save to the extent that it is inconsistent with any of the other Conditions in which event the provisions of this Condition shall prevail.

13.2 Documentation and relevant reference materials should be supplied to the Company as soon as possible and in any event to arrive not less than 48 hours before the start of the assignment so that the interpreters have time to familiarise themselves with the specific terminology needed. No complaints regarding the quality of interpreting will be entertained by the Company if these materials are not made available in accordance with this Condition.

13.3 Where the Company supplies interpreting equipment it will make arrangements for its installation and operation. The Company shall not be responsible for any interpreting equipment not so supplied.

13.4 Where a Client provides accommodation and meals for an interpreter, the interpreter’s expenses will not be recharged to the Client nor will the travelling expenses of an interpreter be charged to the Client if the Client supplies the relevant air/train tickets to the Company in advance.

13.5 If for any reason the Client cancels an assignment, 50% of the relevant working-day, non-working day and/or preparation day fees will be payable by the Client if the Company is informed in writing of cancellation more than 30 days prior to the start of the assignment, 75 % of such fees will be payable if the Company is so informed more than 7 days prior to the start of the assignment and 100% of such fees will be payable if the Company is so informed 7 days or less prior to the start of the assignment.

13.6 In the event of sickness or injury of an interpreter prior to or during an assignment, the Company will use its best endeavours to find a replacement interpreter but no liability is accepted by the Company for failing to do so.

GENERAL

14.1 No waiver by the Company of any breach of these Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.2 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

14.3 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

14.4 These Conditions shall be interpreted in accordance with English law and the Company and the Client irrevocably submit to the non-exclusive jurisdiction of the English Courts.