All our Customers are subject to these terms and conditions, which form the Agreement between CONSULTORES Y TRADUCTORES EUROPEOS S.L., (hereinafter referred to as "CyTE") and you (hereinafter referred to as "the Customer") for the supply by CyTE to the Customer of the corresponding Services.

1. APPLICATION
CyTE agrees to provide the corresponding Services to the Customer in accordance with these Terms.
CyTE'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
CyTE guarantees the security and confidentiality of all translation and interpreting projects. A specific confidentiality contract can be signed if required by the Customer.

3. PROJECTS QUOTATION
Project quotations given by CyTE to the Customer shall generally be sent by written notice. All quotations are subject to receipt of acceptance confirmation by the Customer. The Customer shall send the acceptance confirmation to CyTE by fax or email, but it shall not be considered to be valid until CyTE confirms its reception to the Customer.
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 CyTE 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 Customer 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 Customer must clearly and expressly state the intended use of the translation. In case it is not indicated, CyTE shall assume that the translation is for the exclusive use of the Customer.
The Customer 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 Customer shall not use the translation for any other purpose without CyTE's permission. In case the translation is finally used for a different purpose to that described by the Customer, CyTE's confirmation of validity shall be required. Otherwise CyTE 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 Customer.
CyTE shall not accept any liability for translations aimed at publication in case the Customer has not previously sent the final version of the source documents to CyTE.
CyTE does not transfer the copyright of the translated text to the Customer. Copyright in all work provided by CyTE remains with CyTE unless specifically agreed otherwise in writing. The Customer is obliged to inform CyTE if he/she intends to publish the translation or the interpreted speech. In this case, CyTE may negotiate the copyright of the work. The Customer shall inform CyTE beforehand if a recording including the interpretation is required as this kind of recording is subject to copyright and copyright property has to be agreed between the parties before the day of the interpreting services.

6. DELIVERY
The complete source documents shall be submitted by the Customer in person at the offices of CyTE or sent by fax, email or registered ordinary post to CyTE, and shall be subject to written confirmation receipt by CyTE. When the Customer requires a sworn translation, source documents shall be submitted to CyTE by the Customer 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 CyTE's offices at the agreed delivery date. If required by the Customer 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 CyTE, this shall be disclosed by the Customer in advance. In case delivery date is not considered to be a material part of a Commission, late delivery shall not entitle the Customer to withhold payment for work done, but subject to special provisions previously agreed between the Customer and CyTE.
La documentación traducida se entregará en las oficinas de CyTE en la fecha convenida. The Customer must specify the delivery procedure previously to CyTE's quotation of the translation project. The way of delivery can involve additional demonstrable costs for the Customer.

7. CANCELLATION
In the event of cancellation of the commission by the Customer after it has been placed, the Customer shall inform CyTE 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. CyTE shall deliver to the Customer all the work already done if required by the Customer.
In the case of interpreting services, CyTE 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 Customer 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 Customer 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 Customer and CyTE at the moment of cancellation, the Customer shall not be liable for the payment of any cancellation fees.
CyTE may terminate this Agreement at any time without prior notice and without affecting any accrued rights or claims of CyTE for breach of these Terms and Conditions by the Customer or in the event of the insolvency of the Customer.

8. INTERPRETING SERVICES
Interpreting services are rated per half day or per day.
Conference documentation and relevant reference materials should be forwarded to CyTE 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 Customer warrants that all documentation and information supplied by it to CyTE shall not cause CyTE to breach the laws of the countries participating in the event.
The Customer 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 Customer and CyTE.
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 Customer 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. CyTE shall be entitled to charge the Customer 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 Customer. Other payment procedures can be agreed for usual customers and customers subject to master agreements.
In some cases, CyTE shall be entitled to demand a deposit or payment in advance at its sole discretion.
CyTE shall be entitled to charge interest on any amounts due by the Customer to CyTE 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 CyTE is liable for any errors or omissions in the services performed, CyTE shall have the right to do the work again or compensate the Customer 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 Customer and CyTE.
CyTE has no responsibility for the content of the documents submitted by the Customer or the corresponding translation, nor does CyTE has any responsibility for the legal implications of any of the translations done. The Customer shall indemnify CyTE against all liabilities, losses, or costs that CyTE may incur in consequence of any claim that may be made against CyTE in consequence of the content of any translation order placed by the Customer.
CyTE accepts no responsibility for any errors that may exist in the source texts submitted by the Customer.
CyTE 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 Customer may present which arise out of or in connection with the provision of the services commanded by the Customer, unless caused by the negligence of CyTE, in accordance with these Terms and Conditions.
Any claim or complaint in connection with work performed shall be made by the Customer to CyTE within one month of date of delivery of the services. CyTE shall be given the opportunity to make good any defects in the services provided to the Customer.
CyTE shall use its best endeavours to deliver the Services within any agreed time, but shall not be liable to the Customer 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 CyTE's reasonable control. For the purposes of this clause, the occurrences that shall constitute circumstances which are beyond CyTE's reasonable control are: delay in source documents delivery by the Customer; 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 CyTE's ability to deal with the Commission as agreed. In the event of a reason of force majeure, CyTE shall notify the Customer without delay, indicating the circumstances. Force majeure shall entitle both the Customer and CyTE to withdraw from the Commission, but in any event, the Customer undertakes to pay CyTE for work already completed. CyTE shall assist the Customer 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, CyTE guarantees it shall use its best endeavours to supply a replacement interpreter but shall accept no liability for failing to do so.
The Customer shall be entitled to present any claim against CyTE in accordance with the provisions of these Terms. Notwithstanding this clause, the entire liability of CyTE under or in connection with the provision of the Services agreed between CyTE and the Customer shall not exceed the amount of CyTE's charges for the provision of the Services agreed.
CyTE contracts under these Terms solely with the Customer and expressly has no contractual relationship or liability of whatever nature under these Terms to any third party.
CyTE shall be entitled to assign its rights and obligations under the Agreement in whole or in part to a third party. The Customer 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 CyTE. The Customer shall be entitled to assign his/her rights and obligations under the Agreement in whole or in part with the written consent of CyTE provided that the Customer notifies CyTE and states in writing that his/her obligations under the Agreement shall be met in full by the person or persons to whom the Customer 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.
CyTE shall provide the Customer with its own translators and interpreters for the performance of the agreed services. Notwithstanding with this clause, CyTE 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 Customer and of CyTE.

11. LEGAL WARRANTIES
The Customer warrants that the requested translation does not infringe copyrights, royalties, patents or any other intellectual or industrial property rights. CyTE shall not be liable for infringement of those rights. CyTE shall not be liable for the content of translations required by the Customer.
CyTE shall not be liable to the Customer for any action, representation, warranty or condition implied in the performance of the services commanded by the Customer in the event that action, representation, warranty or condition breach any law or regulation or give rise to any legal claims of any sort.
CyTE shall keep confidential all information and documents delivered 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.

12. JURISDICTION
The contract between the Customer and CyTE shall be governed by and interpreted in accordance to the laws of Spain, and the parties submit to the exclusive jurisdiction of the Spanish Courts. Any controversies between the Customer and CyTE shall be held at Santander Courts (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 Customer and CyTE 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 Customer is subject to a master agreement. In the case of master agreements, both parties shall be entitled to establish any specific condition, provided that this condition is agreed between the parties in writing, that shall be effective for all work commissions until the end of the agreement.

The English version of this document shall be considered as a reference. It shall not be considered as legally binding. The Spanish version of this document shall be considered the only legally binding Agreement between the parties.