TERMS AND CONDITIONS

This agreement is made between Vietnamese Language Service and the Customer who is  ______________________________________

Whereas

The customer hereby contracts with Vietnamese Language Service // for Work to be translated upon the terms stated within this Agreement:

Agreed Terms:

The Clauses that follow are subject to the Definitions and Conditions set out here and in the two schedules to this Agreement

Schedule 1:

The Customer agrees:

1. To provide clear and legible documents for translation

2. To provide such written Special Instructions in Schedule 2 (Client Confirmation Form) if applicable as  shall need to provide the Customer with a suitable translation in terms of its linguistic faithfulness, accuracy and cultural appropriateness.

3. That if  follows the Customer's Special Instructions in Schedule 2 in producing a Translation on or about the agreed date, also meeting generally accepted translation industry standards, that the Customer shall be bound to accept and pay for it on the due date.

4. That if following review of the Translation, the Customer requires revision which involve a change in the Special Instructions,  shall have the right to charge appropriately. (Conversely under  obligations, stated below,  shall correct defects in Translation without charge)

5. That  shall not be liable to the Customer in any respect for delays or other matters affecting the customer outside the control of  but, nevertheless, the Customer shall be liable to pay  in full in respect of Translations received and used, in whole or in part.

6. That each Translation performed under this Agreement shall be a separate contract and shall be accepted and paid for without reference to other Translations or Agreements and without any deduction or set-off.

7. That if the customer uses the Translation, all or in part, they may not thereafter make any claim upon  for any defect, including consequential loss.

8. To pay interest at 1% per month and any cost of collection in the event of late payment.

9. That copyright of the translation shall only pass to the Customer when they have paid in full.

10. That payment shall be made by the Customer in accordance with the instructions on the invoice (quotation).

11. That, if so requested, the Customer shall confirm receipt and acceptance of the Translation after expiry of the Acceptance Period in Schedule 2. Such acceptance shall not affect the Customers rights for warranty revisions under 's obligation (No. 4 below).

12. That, notwithstanding any arrangement whereby the Customer is asked to pay a debt factor or other financier in respect of Translations made under thus Agreement,  alone shall be responsible for the provision and quality of the Translation and all warranties thereto.

Vietnamese Language Service agrees:

1. To translate the Work into the language requested by the Customer

2. To deliver it to the Customer by the method stated and within the Lead Time as stated in Schedule 2.

3. To follow the Special Instructions of the Customer and generally to use its best efforts to ensure that the quality of the Translation shall generally conform to translation industry standards

4. To correct any defect in the Translation within 6 months of delivery without further charge using if necessary the services of the Institute of Translators and Interpreters in case of dispute.

5. To treat all documents submitted to  as confidential and to require the same of all employees, agents and subcontractors.

Other definitions:

Work: Material provided by the Customer for Translation by  in accordance with this Agreement.

Translation: The translation of the Work into the language specified by the Customer.

 Contract Ref:

 Contract Number:

THESE TERMS WILL APPLY TO ALL FUTURE PROJECTS  ../.

© 2006 Hanoi BM