All our Clients are subject to these terms and conditions, which form the Agreement between TRADUCTORES Y CONSULTORES LINGÜÍSTICOS S.L. (hereinafter referred to as "TCL") and you (hereinafter referred to as "the Client") for the supply by TCL to the Client of the corresponding Services:

1. APPLICATION

TCL agrees to provide the corresponding Services to the Client in accordance with these Terms.
TCL's written consent shall be strictly required to agree any provision which alters these Terms and Conditions. Any specific work condition which alters these Terms and Conditions should be agreed between the parties before the work commences.

2. CONFIDENTIALITY

TCL guarantees the security and confidentiality of all translation and interpreting projects. A specific confidentiality contract can be signed if required by the Client.

Such contract shall be included as a Confidentiality Annex to these terms and conditions.

3. PROJECTS QUOTATION

Project quotations given by TCL to the Client shall generally be sent by written notice. All quotations are subject to receipt of acceptance confirmation by the Client. The Client shall send the acceptance confirmation to TCL by fax or email, but it shall not be considered to be valid until TCL confirms its reception to the Client.

Those quotation which are not given by written notice or which contain any of the words "pro forma invoice", "non-binding", "draft invoice", "rough estimate" or similar words shall not be binding and shall be considered as an estimated cost and subject to written confirmation by TCL once the source documents have been received and the corresponding specific cost of the project can be quoted.

4. RATES

Translations are generally rated in accordance with the source text word count. However, in some specific cases, very reduced works or documents with other special features, the final cost of the translation project can be determined on a different quote basis.

Word count is based on the source documents unless otherwise agreed, or the nature of the job necessitates a count on target text. Where text is supplied electronically the word count in Microsoft Word for Windows shall be used. We count all words requiring translation or re-keying. In the event the source documents are not supplied electronically the word count shall be performed on the target documents.

In the case of master agreements, translation quotes can be specifically determined in accordance with previously established agreements.

Projects requiring desktop publishing or including graphics, images or frames or generation of specific formats, as well as those projects where the application of per word rates is not considered to be a reasonable quotation basis, translation projects shall be valued on a "time-work" basis.

The Client shall be liable for all additional costs demonstrably arising from the performance of his/her project, such as travel expenses and telecommunications or consultations costs exceeding reasonable limits, as well as post costs. Additional costs shall be properly justified and included in the final project quotation.

Any amendments to documents already in progress shall require an additional fee based either on word-count or on an hourly rate as a consequence of necessary corrections in already performed work.

All translation and interpreting rates exclude VAT and other applicable taxes.

5. PURPOSE OF THE TRANSLATION

The Client must clearly and expressly state the intended use of the translation. In case it is not indicated, TCL shall assume that the translation is for the exclusive use of the Client.

The Client must state the intended use of the translation in case it represents a definitive document for:
• tenders and bids,
• company's internal information,
• contracts,
• patents and other legal uses,
• editing or online publishing,
• others.

The Client shall not use the translation for any other purpose without TCL's permission. In case the translation is finally used for a different purpose to that described by the Client, TCL's confirmation of validity shall be required. Otherwise TCL shall not accept any liability for any inaccuracies or omissions arising from this new situation.

Corrections due to the modification of the purpose of the translation can involve additional costs for the Client.

TCL shall not accept any liability for translations aimed at publication in case the Client has not previously sent the final version of the source documents to TCL.

6. DELIVERY

The complete source documents shall be submitted by the Client in person at the offices of TCL or sent by fax, email or registered ordinary post to TCL, and shall be subject to written confirmation receipt by TCL. When the Client requires a sworn translation, source documents shall be submitted to TCL by the Client in person or sent by registered post, since the law establishes that the translation must be performed with the original documents.

Any notice or document 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 the its registered office or address and shall be delivered personally or sent by registered post, by fax or by email and it shall be subject to confirmation receipt by the other party.

The translation shall be delivered at TCL's offices at the agreed delivery date. If required by the Client the translation can be delivered by fax, email or registered post. In such cases the date appearing in the corresponding issuing fax or computer or in the post office receipt shall be considered the delivery date of the translation. Where a delivery date is a material part of a Commission accepted by TCL, this shall be disclosed by the Client in advance. In case delivery date is not considered to be a material part of a Commission, late delivery shall not entitle the Client to withhold payment for work done, but subject to special provisions previously agreed between the Client and TCL.

La documentación traducida se entregará en las oficinas de TCL en la fecha convenida. The Client must specify the delivery procedure previously to TCL's quotation of the translation project. The way of delivery can involve additional demonstrable costs for the Client.

7. CANCELLATION

In the event of cancellation of the commission by the Client after it has been placed, the Client shall inform TCL as soon as possible and shall be liable for all work completed up to the cancellation date in accordance with the agreed project quote, at a minimum fee of 30% of the total established in the estimate, and for all other costs and expenses arising from the cancellation of the project. TCL shall deliver to the Client all the work already done if required by the Client.

In the case of interpreting services, TCL reserves the right to charge cancellation fees in respect of the services cancelled as follows:
- if cancellation takes place more than 15 days before the starting date of the hire period: the Client shall be liable for the payment of 50% of fees agreed for the interpreting services;
- if cancellation takes place less than 15 days before the starting date of the hire period: the Client shall be liable for the payment of 100% of fees agreed for the interpreting services.
If alternative interpreting services for the same interpreter are agreed between the Client and TCL at the moment of cancellation, the Client shall not be liable for the payment of any cancellation fees.

TCL may terminate this Agreement at any time without prior notice and without affecting any accrued rights or claims of TCL for breach of these Terms and Conditions by the Client or in the event of the insolvency of the Client.

8. INTERPRETING SERVICES

Interpreting services are rated per half day or per day.

Conference documentation and relevant reference materials should be forwarded to TCL in advance of the conference so that the interpreters can familiarise themselves with the terminology specific to the conference. No complaints about the quality of interpretation shall be entertained if these materials are not made available in advance of the conference.

The Client warrants that all documentation and information supplied by it to TCL shall not cause TCL to breach the laws of the countries participating in the event.

The Client shall be liable for all specific preparation of work, as well as for the revision of documents in accordance with lSO standards and other additional costs arising from specific work requirements. These kind of additional costs shall be included in the work quotation or previously agreed between the Client and TCL.

In case the interpreter needs to move to a different town, estimated additional time and costs shall be included in the work quotation provided that they are known in advance. If additional time and costs are unknown they shall be included in the work quotation as an obligation the Client shall have to pay once the interpreting service is performed. In this case additional costs shall be properly justified.

9. PAYMENT

All translation and interpreting rates are in euros. Rates are net and exclude IVA (Spanish equivalent to VAT) and other corresponding taxes. TCL shall be entitled to charge the Client any bank transfer fees and expenses and any other currency conversion costs in addition to the Fee.

Services are payable in euros at the moment of service delivery, unless specific conditions have been previously agreed with the Client. Other payment procedures can be agreed for usual Clients and Clients subject to master agreements.

In some cases, TCL shall be entitled to demand a deposit or payment in advance at its sole discretion.
TCL shall be entitled to charge interest on any amounts due by the Client to TCL that are not paid on the due date, at the rate of 4% above the base rate from the due date until the outstanding amount is paid in full.

10. LIABILITY

In case TCL is liable for any errors or omissions in the services performed, TCL shall have the right to do the work again or compensate the Client with the received amount corresponding to that work, provided that the received amount has been made payable in accordance with the conditions agreed between the Client and TCL.

TCL has no responsibility for the content of the documents submitted by the Client or the corresponding translation, nor does TCL has any responsibility for the legal implications of any of the translations done. The Client shall indemnify TCL against all liabilities, losses, or costs that TCL may incur in consequence of any claim that may be made against TCL in consequence of the content of any translation order placed by the Client.

TCL accepts no responsibility for any errors that may exist in the source texts submitted by the Client.
TCL has no responsibility for any loss of profit or any other loss, damage, cost or expenses, direct or indirect, nor for any other claims that the Client may present which arise out of or in connection with the provision of the services commanded by the Client, unless caused by the negligence of TCL, in accordance with these Terms and Conditions.

Any claim or complaint in connection with work performed shall be made by the Client to TCL within one month of date of delivery of the services. TCL shall be given the opportunity to make good any defects in the services provided to the Client.

TCL shall 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 TCL's reasonable control. For the purposes of this clause, the occurrences that shall constitute circumstances which are beyond TCL's reasonable control are: delay in source documents delivery by the Client; failure in electricity supply, telecommunication systems or any other relevant systems; force majeure events, which means acts of god, invasion, war, rebellion, riot or any other sort of civil commotion, acts of terrorism, flood, fire or natural disasters of any sort, legislation changes, strike, lockout, industrial dispute and any other situation which can be shown to have affected TCL's ability to deal with the Commission as agreed. In the event of a reason of force majeure, TCL shall notify the Client without delay, indicating the circumstances. Force majeure shall entitle both the Client and TCL to withdraw from the Commission, but in any event, the Client undertakes to pay TCL for work already completed. TCL shall assist the Client to the best of its ability to place his Commission elsewhere.

In the event of sickness or injury of an interpreter prior to or during an assignment, TCL guarantees it shall use its best endeavours to supply a replacement interpreter but shall accept no liability for failing to do so.
The Client shall be entitled to present any claim against TCL in accordance with the provisions of these Terms. Notwithstanding this clause, the entire liability of TCL under or in connection with the provision of the Services agreed between TCL and the Client shall not exceed the amount of TCL's charges for the provision of the Services agreed.

TCL 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. TCL shall be entitled to assign its rights and obligations under the Agreement in whole or in part to a third party.

The Client shall not be entitled to assign, re-sell, license or otherwise transfer his/her rights and obligations under the Agreement in whole or in part without the prior written consent of TCL. The Client shall be entitled to assign his/her rights and obligations under the Agreement in whole or in part with the written consent of TCL provided that the Client notifies TCL and states in writing that his/her obligations under the Agreement shall be met in full by the person or persons to whom the Client has assigned his/her rights and obligations (the "Assignee") and remains as the responsible party in the event of a breach of contract by the Assignee.

TCL shall provide the Client with its own translators and interpreters for the performance of the agreed services. Notwithstanding with this clause, TCL shall be entitled to sub-contract all or part of the services to a contractor of its choice if necessary, as it could be in the event of an urgent delivery, a very extensive work or others, provided that the contractor meets the requirements of the Client and of TCL.

11. LEGAL WARRANTIES

The Client warrants that the requested translation does not infringe copyrights, royalties, patents or any other intellectual or industrial property rights. TCL shall not be liable for infringement of those rights. TCL shall not be liable for the content of translations required by the Client.

TCL shall not be liable to the Client for any action, representation, warranty or condition implied in the performance of the services commanded by the Client in the event that action, representation, warranty or condition breach any law or regulation or give rise to any legal claims of any sort.

12. LAW AND JURISDICTION

The contract between the Client and TCL shall be governed by and interpreted in accordance with the laws of Spain, and the parties submit to the exclusive jurisdiction of the Spanish Courts. Any controversies between the Client and TCL shall be held at at the Courts of the city where TCL is domiciled in Spain (Cantabria, Spain).

These Terms and Conditions constitute the entire Agreement and understanding between the parties. All other specific condition shall be agreed in writing between the Client and TCL previously to the signature of the final Agreement by the parties at any time the parties enter an agreement for a new work commission, unless the Client is subject to a master agreement.