Table 1

1.1 The Company

means Aardvark Translations (see Field A in Table 1)

1.2 The Client

refers to the party named in Field B in Table 1

1.3 The Contracting Parties

means The Client and The Company as set out in Fields A and B in Table 1

1.4 The Contracting Date

means the date on which this contract is agreed by The Contracting Parties as set out in Field C in Table 1

1.5 The Work

means the translation commission requested by The Client of The Company, which is the subject of this agreement (see Field K in Table 1 and any appended documentation relating to that field)

1.6 The Code

means The Chartered Institute of Linguists' Code of Professional Conduct as available at the Contracting Date.

1.7 The Framework

means The Chartered Institute of Linguists' Disciplinary Framework and Procedures as available at the Contracting Date.

1.8 The Agreed Fee

means the fee shown in Field H in Table 1 inclusive of Value Added Tax if applicable

1.9 Disbursements

means the amount shown in Field I in Table 1 and/or an additional amount of expenditure by The Company necessary to complete The Work as agreed with The Client in advance and/or ad hoc inclusive of Value Added Tax if applicable

1.10 The Source

means all materials required by The Company to complete The Work (see Field F in Table 1)

1.11 The Agreed Format

means the way in which The Work must be delivered to The Client upon completion as specified in Field G in Table 1

1.12 The Agreed Start Date

means either the date shown in Field D in Table 1 or the date upon which The Source is received by The Company, whichever is later

1.13 The Agreed Deadline

means either (i) the date shown in Field E in Table 1 or (ii) a date advanced so as to take account of the late supply of The Source to The Company by The Client whereby the new date shall be the same length of time after the receipt of The Source by The Company as would originally have elapsed between The Agreed Start Date and The Agreed Deadline or (iii) a date agreed by The Contracting Parties subsequent to The Contracting Date due either to delays occasioned either by the requirement to clarify any part of The Source necessary to the production of The Work or by a dispute between The Contracting Parties in reference to part or all of The Work

1.14 The Dispute Procedure

means the process of resolving any dispute between The Contracting Parties in accordance with 5.0 below or as otherwise agreed by The Contracting Parties

2.0 Preamble

2.1 These terms and conditions shall apply to all business transacted between The Contracting Parties unless other provisions are explicitly made between The Contracting Parties in relation to part or all business transacted between The Contracting Parties.

2.2 It is understood by The Contracting Parties that this agreement is based on translation services from standard German into standard English unless explicitly stated otherwise in Field K in Table 1.

3.0 General Terms and Conditions of Business

3.1 The Company agrees to carry out The Work commissioned by The Client to a professional standard and to present The Work to The Client in The Agreed Format by The Agreed Deadline.

3.2 Upon taking receipt of The Source, The Company will undertake all reasonable endeavours to complete The Work and to deliver it to The Client in The Agreed Format by The Agreed Deadline.

3.3 The Company agrees to undertake all reasonable steps to obtain clarification of any unclear or ambiguous parts of The Source, whether by the procurement of expert reference materials, request for information from expert sources, or through research and educational activities, such that The Agreed Deadline is achieved or else renegotiated with the consent of The Client.

3.4 The Company agrees to inform The Client of any additional Disbursements likely to accrue over and above those agreed and The Agreed Fee, due to materials required by or research required to be undertaken by The Company to complete The Work, before committing to such expenditure and shall only proceed with such expenditure as is expressly agreed to by The Client.

3.5 The Company agrees to adhere as closely as possible to the provisions made in The Code and to provide The Client with a copy of the same upon request.

3.6 The Company agrees to enter into reasonable negotiations with The Client regarding any disputed part of The Work or to cooperate with The Client in resolving the dispute under The Dispute Procedure (see Section 5.0 below).

3.7 The Company agrees to await the resolution of any dispute under The Dispute Procedure (see Section 5.0 below) before pursuing payment for any parts of The Work being disputed by The Client.

3.8 The Client agrees to provide The Company with The Source by The Agreed Start Date.

3.9 The Client agrees to enter punctually into correspondence with The Company as required in The Company's estimation to clarify any part of The Source.

3.10 Following receipt of The Work, The Client agrees to inform The Company within one calendar week if The Client finds a problem with The Work.

3.11 The Client agrees to enter into reasonable negotiations with The Company regarding any disputed part of The Work or to cooperate with The Company in resolving the dispute under The Dispute Procedure (see Section 5.0 below).

4.0 Payment

4.1 The Client agrees to pay The Agreed Fee to The Company in full, for all parts of The Work not subject to dispute, within one calendar month of receipt of The Work.

4.2 The Client agrees to pay any Disbursements accrued by The Company through the acquisition of resources or services required to complete The Work provided that The Company has obtained permission from The Client to proceed with the procurement of these.

4.3 Upon the successful resolution of any dispute, whether resolved under The Dispute Procedure or through some other means, The Client agrees to pay any part of The Agreed Fee and Disbursements left outstanding due to such a dispute, within one calendar month of the successful resolution of the dispute and the subsequent delivery of the remaining part of The Work to The Client by The Company provided that all or part of this is no longer subject to renewed dispute.

4.4 Unless otherwise stated in Fields H and I in Table 1, all payments are to be made in British Pounds Sterling.

4.5 Any special provisions set out in Field J in Table 1 shall apply in full for all parts of The Work not subject to dispute.

5.0 Disputes

5.1 Disputes shall be addressed to the Chartered Institute of Linguists with a request for arbitration whereby The Code and The Framework shall form the basis of the dispute arbitration.

6.0 Intellectual Property and Copyright

6.1 The Company shall retain all intellectual property rights as well as the copyright in The Work until such times as The Client has made full payment of The Agreed Fee and any outstanding Disbursements to The Company after which both shall revert to The Client.

7.0 Governance

7.1 This contract is subject to the laws of England.

7.2 All legal correspondence in relation to this contract shall be carried out in English.