GENERAL TERMS AND CONDITIONS OF BUSINESS

1. Definitions and Interpretation

In these Terms and Conditions, unless expressly stated otherwise:

1.1 "Confidential Information" means any information in any form which you disclose to Hunnect and which is understood by Hunnect to be of a confidential or sensitive nature.

1.2 "the Estimate" means an estimate given to you by Hunnect at your request in respect of the Services to be provided under the Order;

1.3 "the Fee" means the fee charged by Hunnect in respect of the Services, determined by Hunnect on the basis of the Quotation;

1.4 "Intellectual Property Rights" means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, know-how or Confidential Information and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights;

1.5 "the Order" means an order for the Services provided by you from time to time, whether in writing or electronically, including any Special Terms;

1.6 "Hunnect" means Hunnect Limited whose registered office is 5 Sepsi Street, Szeged, Hungary, H-6726;

1.7 "the Quotation" means a quotation given to you by Hunnect in respect of the Services to be provided under the Order;

1.8 "the Services" means the preparation, revising and editing, in electronic form or otherwise, of a translation, undertaken on your behalf by Hunnect;

1.9 "the Source Material" means any text or medium containing a communication, whether in a written or an electronic form, provided by you to Hunnect for the provision of the Services;

1.10 "the Special Terms" means the additional terms and conditions (if any) agreed by Hunnect and you in relation to the provision of the Services and particularized in the Order;

1.11 "the Translated Material" means any text or medium containing a communication, whether in a written or electronic form, translated from the Source Material and supplied to you by Hunnect;

1.12 "you, your" means the person, corporation or other body to whom Hunnect is supplying the Services in the ordinary course of business subject to these Terms and Conditions;

1.13 the clause headings do not form part of these Terms and Conditions and shall not be taken into account in their construction or interpretation;

1.14 words importing one gender shall include all genders and words importing the singular shall include the plural and vice versa;

1.15 any reference to a statutory provision shall be deemed to include a reference to any statutory modification or re-enactment of it;

1.16 the obligations and restrictions imposed by these Terms and Conditions are in addition to and not in substitution for the obligations and restrictions imposed or implied by law and by the Code of Professional Conduct of the Institute of Translation and Interpreting.

2. Estimates and Quotations

2.1 The Estimate is given for guidance and information only, and shall at all times be non-binding on Hunnect.

2.2 The Quotation is based upon the information which you provide in relation to the following ("the Quotation Factors"):

2.2.1 a sample of the Source Material;

2.2.2 the volume of the Source Material;

2.2.3 the time frame within which you require the Translated Material;

2.2.4 the format in which the Translated Material is required.

2.3 The Quotation will be binding on Hunnect for a period of 30 days from the date of quoting.

2.4 Estimates and Quotations in a currency other than sterling are based on the rate of exchange as determined by the National bank of Hungary ("the Exchange Rate") at the time of estimating or quoting and, unless otherwise stated, the Fee may be subject to revision as a result of any variation to the Exchange Rate at the date of invoice.

3. Confirmation and Acceptance of Orders

3.1 Confirmation of Orders shall take place in accordance with the following procedure:

3.1.1 Upon first hearing from you, Hunnect will send to you, either by post or by e-mail:

3.1.1.1 a copy of these Terms and Conditions;

3.1.1.2 the Estimate (if requested by you).

3.1.2 Upon receiving the documents listed in clause 2.1.1, you must:

3.1.2.1 sign and date your copy of these Terms and Conditions (subject to your agreement with the contents therein) and return it by post, e-mail or fax to Hunnect;

3.1.2.2 provide the Quotation Factors.

3.1.3 Upon receiving the return of your copy of these Terms and Conditions signed by you and hearing from you in relation to the Quotation Factors, Hunnect will send to you the Quotation.

3.1.4 Hunnect will then wait to receive from you the Order and your confirmation of the Quotation Factors.

3.1.5 Upon receiving from you the Order together with your confirmation of the Quotation Factors, Hunnect will send to you by post, by e-mail or by fax an acknowledgement of the Order ("the Acknowledgement"), and the Acknowledgement shall at all times (subject to the provisions for termination under these Terms and Conditions) be considered to represent a binding agreement between Hunnect and you.

3.2 The Acknowledgement shall be deemed to have been received by you:

3.2.1 if sent by post, the second day following the date of posting of the Acknowledgement;

3.2.2 if sent by fax or e-mail, on the day the Acknowledgement is transmitted if transmitted before 5:00 pm GMT or, in any other case, the day immediately following the day the Acknowledgement is transmitted.

3.3 Hunnect will accept the Order from you on the understanding that by providing the Services under the Order Hunnect will not thereby infringe any third party rights.

4. Price and Payment

4.1 Unless otherwise stated, all Fees are in sterling and are exclusive of VAT.

4.2 Other supplementary charges may be charged to you in addition to the Fee, for reasons including but not limited to the following:

4.2.1 (in relation to the Source Material) discontinuous text, complicated layout or other forms of layout or presentation, poorly drafted documentation or inaudible sound media, requiring Hunnect’s additional time or resources;

4.2.2 problems with terminology and/or certification;

4.2.3 emergency or priority work or work outside Hunnect’s ordinary office hours which you instruct Hunnect to undertake in order to meet your specified deadlines or other requirements.

4.3 The Fee is payable in full within 30 days from the date of invoice.

4.4 If after the expiry of 30 days from the date of invoice the Fee remains unpaid, Hunnect, in addition and without prejudice to its other rights, reserves the right to:

4.4.1 withhold from you the Source Material together with any other works or materials, which Hunnect has produced on your behalf under the Order;

4.4.2 charge interest on the unpaid account at a daily rate 8 per cent above the base rate of the National Bank of Hungary from time to time in force.

4.5 You shall be liable to pay any penalties or interest due in respect of Hunnect’s tax liabilities which become payable as a result of your delay in paying the Fee.

5. Delivery

5.1 The date for delivery of the Translated Material or the dates for carrying out the Services are approximate only and, unless otherwise expressly agreed by Hunnect, time is not of the essence in respect of delivery nor performance.

5.2 Hunnect shall not be liable in any circumstances for the consequences of:

5.2.1 any delay in delivery or performance where the duration of the delay is not substantial;

5.2.2 any failure to deliver or to perform where such failure is due to:

5.2.2.1 non-delivery or non-performance by any of Hunnect’s subcontractors;

5.2.2.2 shortage of labour;

5.2.2.3 an Act of God;

5.2.2.4 industrial action;

5.2.2.5 inclement or exceptional weather conditions;

5.2.2.6 any other cause whatsoever which is beyond Hunnect’s control or of an unexpected or exceptional nature.

5.3 Delivery shall be taken to have occurred by Hunnect sending to you by post and by fax or delivering to a carrier the Translated Material.

5.4 Risk in the Translated Material shall pass to you on delivery.

6. Warranties and Indemnities

6.1 You warrant, represent and undertake that the Source Material together with any other materials or information supplied therewith shall not contain anything of an obscene or libellous nature and shall not, whether directly or indirectly, infringe the Intellectual Property Rights of any third parties.

6.2 You agree to indemnify and keep indemnified Hunnect (which for the purposes of this clause includes all employees, agents and sub-contractors of Hunnect), against all losses, damages, injury, costs and expenses of whatever nature suffered by Hunnect to the extent that the same are caused by or incidental to:

6.2.1 the use of the Source Material by Hunnect, including the breach of any copyright or Intellectual Property Rights of any third party or any claim for defamation by any third party in relation to the Source Material;

6.2.2 the processing of any data by Hunnect in accordance with the provisions of the Data Protection Act in force.

7. Copyright

7.1 Unless expressly agreed otherwise, copyright in the Translated Material remains the property of Hunnect.

7.2 Hunnect may use and sell or resell any Translated Material or any part or record thereof not covered by copyright, the Official Secrets Act, legal professional privilege or public interest immunity, or which does not constitute or contain Confidential Information.

8. Limitation of Liability

8.1 Hunnect does not hereby give any warranty, representation or undertaking that the Translated Material will meet your specific requirements or that the operation of the Translated Material will be uninterrupted or error-free.

8.2 Hunnect shall not be liable to you to any extent whatsoever in respect of any indirect or consequential loss or damage of any kind incurred by you in relation to the provision of the Services, including but not limited to:

8.2.1 loss of profit;

8.2.2 loss of business;

8.2.3 loss of revenue;

8.2.4 damage to goodwill.

8.3 In all circumstances Hunnect’s liability to you under these Terms and Conditions shall be limited to the Fee.

9. Confidentiality

Unless required by law, and save as is necessary for the provision of the Services, Hunnect shall not use Confidential Information nor disclose Confidential Information to any third party.

10. Termination

10.1 If the Order is subsequently cancelled, reduced in scope or frustrated by an act or omission on your part then Hunnect shall be entitled to claim from you the Fee without deduction or set-off.

10.2 Hunnect shall be entitled to terminate the Services, without incurring any liability to you, if:

10.2.1 you commit a material breach of these Terms and Conditions, or the Order;

10.2.2 you commit a material breach of these Terms and Conditions, or the Order, which is capable of remedy, and which you fail to remedy within 21 days of receipt of a notice from Hunnect specifying the breach and requiring it to be remedied;

10.2.3 you enter into liquidation whether compulsory or voluntary or a receiver is appointed in respect of any part of your undertaking;

10.2.4 you become bankrupt or make any assignment for the benefit of your creditors or make any arrangement with your creditors for the liquidation of your debts by composition or otherwise.

11. Complaints and dispute resolution

11.1 Any complaint in connection with the Translated Material must be notified to Hunnect within 30 days of delivery.

11.2 If a dispute arises between Hunnect and you in respect of the Translated Material or the Services which cannot be resolved within 21 days of complaint then the matter shall be referred at the joint expense of Hunnect and you to an independent expert appointed by the Association of Hungarian Translation Companies, whose decision shall be final and binding.

12. Notices

12.1 All notices required to be given under these Terms and Conditions shall be in writing, and shall be sent by pre-paid first class post or delivered by hand to the address of the relevant party specified at the date of the Order, or any alternative address subsequently notified to the other party for this purpose.

12.2 Every notice served in accordance with clause 12.1 shall be deemed to have been received by you:

12.2.1 in the case of service by post, the second day following the date of posting;

12.2.2 in the case of service delivered by hand, at the time of delivery.

13. General

Each of the provisions of these Terms and Conditions is and shall be construed as separate and separable and if any one or more of the provisions is held unlawful or unenforceable in whole or in part for any reason, the remaining provisions or parts of them shall continue in full force and effect.

14. Relevant Law

These Terms and Conditions shall be governed by and construed in accordance with the law of Hungary, and you together with Hunnect submit to the non-exclusive jurisdiction of the High Court of Hungary.