1. Definitions

1.1 In these terms the following words and phrases shall have the following meanings:

"Company" means WZHY Translations;

"Client" means the party instructing the Company to provide the Services;

"Contract" means any contract for the provision of Services by the Company to the Client;

"Fee" means the fee payable by the Client to the Company;

"Services" means the translation services, multi-lingual web-design and any other services that the Company may provide to the Client.

1.2 The singular includes the plural and vice versa.

1.3 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

2. Services

2.1 The Company expressly has no responsibility for the content of the documents submitted to it by the Client, nor does the Company have any responsibility for the implications of any of its translations.

2.2 The Client will indemnify the Company against all liabilities, losses, or costs that the Company may incur, in consequence of any claim that may be made against the Company in consequence of the content of any document translated by the Company.

2.3 The Client must provide an "Approved Glossary" and instructs the Company to use it in relation to any specialised source material. If an "Approved Glossary" is not forwarded by the Client, the Company will translate any specialised terms appearing in the source material on the basis of their usual and conventional semantic interpretation, and otherwise carry out the translation based on the Company's standard translation processes and procedures.

2.4 The delivery date or dates specified on the Company's quotation or other document for any Service is an estimate only. The company shall not be liable for failure to deliver by such date or dates or for any damage or loss arising directly out of delay in delivery of any Service.

2.5 In the event of an unsatisfactory level of Service, complaints shall only be taken into consideration if received by email within seven days (7) of delivery of the Service or part of the Service. All complaints must be accompanied by original documents, disputed translations, and a letter of explanation. Once the above time period has elapsed, the translation shall be deemed correct.

2.6 In the event of a complaint where the complaint is regarding the quality of a translation and where the complaint is made within the established deadlines, the Company agrees, at its own expense, to deliver an edited version of the disputed translation within a timeframe equal to one third of that previously established for the job, plus one business day. This second document shall be used to judge the quality of the translation in order to establish the amount of reimbursement, at the Company's own discretion.

2.7 Defects present in one part of the translation shall not be grounds, for any reason whatsoever, for questioning the entire translation. The Company reserves the right to make modifications to the translation in such cases.

3. Rates and Charges

3.1 The price payable by the Client for the Services shall be set out in the quoted charge or invoice directly relating to the Services provided by the Company, or otherwise agreed with the Company by email or other correspondence.

3.2 The Company will try to keep all of its published rates correct and up to date. However, it reserves the right to change them without notice.

3.3 In the event that a Client cancels an order, all Services already completed shall be billed at 100%, while any work which is suspended shall be billed at 50%.

3.4 Where credit arrangements have been established between the Company and the Client, the Client shall make full payment to the Company for all services rendered within fifteen (15) days of receiving a valid invoice from the Company. Such invoices are usually delivered by the Company via email.

3.5 In the event of any late payment or failure to pay, the Company reserves the right to enforce the immediate collection of the entire amount due from the client, without any previous notice or other formalities.

3.6 In the event of the Company needing to engage the services of a law firm, solicitor, or debt collection agency to enforce the collection of outstanding fees from the Client, then the Client agrees to pay the Company the full costs and commissions charged by the law firm, solicitor, or debt collection agency.

4. Warranties and Liability

4.1 The Company warrants to the Client that the Services will be provided using reasonable care and skill. The Company expressly does not give the Client any other warranties whatsoever and excludes any implied warranties to the maximum extent permitted by law.

4.2 The Company shall not be liable to the Client for any representation (unless fraudulent), or any express or implied warranty, condition or other term, for any duty at common law, for any loss of profit or any indirect, special or consequential loss, damage, cost, expenses or other claims (whether caused by the negligence of the Company, its agents or employees or otherwise) which arise out of or in connection with provision of Services or their use by the Client.

4.3 Where the Company translates any legal or other documents of a technical or specialist nature and content, the Client fully understands that the Company is not an expert in such matters and that no reliance whatsoever can be placed on the translation being completely accurate. It is the Client's sole responsibility to take legal advice in the relevant jurisdiction before placing any reliance on the translated document. The Company shall not be liable for any such reliance, nor any other loss or damage that the Client may incur.

4.4 The Client expressly agrees the use of the Services is at the Client's sole risk. The Company, its agents, contractors, licensers and employees do not guarantee that the Services will be uninterrupted, timely or free from error.

4.5 The Company will use its best endeavours to deliver the Services within any agreed time, but shall not be liable to the Client or be deemed to be in breach of the Terms by reason of any delay in performing, or any failure to perform, any of the Services, if the delay or failure was due to any cause beyond the Company's reasonable control. For the purposes of this clause 4.5, the following occurrences shall constitute circumstances which are beyond the Company's reasonable control: (a) electricity or telecommunication failure of whatever means; or (b) acts of god, riot, war, invasion, acts of terrorism, hostilities (whether declared or not), civil war, rebellion, legislation changes, flood, fire or drought.

4.6 The Company accepts no liability for any loss or damage to any documentation or material sent to it by the Client nor does the Company accept liabilty for any loss or damage due to any documentation or material returned to the Client (including computer viruses).

4.7 The entire liability of the Company under or in connection with the provision of the Services shall not exceed the amount of the Company's charges for the provision of the Services, except as expressly provided in these Terms, except where liability cannot by law be limited.

4.8 The Company contracts under these Terms solely with the Client and expressly has no contractual relationship or liability of whatever nature under these Terms to any third party.

5 Ownership

5.1 The Client is solely responsible for abiding all copyright laws in any or all countries of the world. The Client agrees not to hold the Company responsible for copyright infringement through their use of the Company's service or the use of any copyrighted material. All translated material and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of the Company until the Company shall have been paid in full for such services.

6 Confidentiality

6.1 The Company shall keep confidential all information and documents delivered to it by the Customer and shall not disclose any such information or the contents of such documents to any third party unless compelled to do so by law.

7 Termination

7.1 The Company may terminate this Agreement at any time without prior notice and without affecting any accrued rights or claims of the Company where the Services are misused by the Client, for non-payment of the Fee or for breach of the Terms or in the case of the insolvency of the Client.

7.2 For the avoidance of doubt, where the Services are terminated by the Company in terms of this clause 7, the Client shall remain liable for the full purchase price for the Services completed and all work in progress.

8 General

8.1 Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office and in any other case to the address set out in the correspondence between the Client and the Company unless otherwise agreed in writing between the parties and shall be delivered personally or sent by prepaid first class letter or by facsimile. Any notice:

1. delivered personally shall be deemed delivered on the day of delivery;

2. sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered two days after despatch and in proving the fact of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted;

3. sent by electronic mail shall be deemed to have been delivered on the same day following its sending (in the absence of evidence of delivery failure);

4. any notice sent by facsimile shall be deemed to have been delivered on the day following its sending and in proving the fact of sending it shall be sufficient to show a transmission report showing that the facsimile had been sent to the facsimile number of the other party at its registered office or principal place of business.

8.2 The Company reserves the right to change any or all of these conditions at its own discretion.

8.3 The Company shall not be held in breach of any of its obligations under the Terms to the extent only that due performance or observance of such obligation is prevented, hindered or delayed by reason of act of God, war and other hostilities, civil commotion, acts or restrains of Government, or any other cause not within the reasonable control of the Company.

8.4 If any provision of these Terms is held to be invalid and unenforceable but would be valid and enforceable if modified, then such provision shall apply subject to such modification as may be necessary to make it valid and enforceable.

9 Jurisdiction

9.1 These conditions and any Contract between the parties shall be governed by and construed and interpreted in accordance with English law and the parties submit to the jurisdiction of the English Courts.