Concerning the legal relationship between LINGUIST LINK EUROPE - being a translation and interpreting secretariat - and the customer.

Registered with the CHAMBER OF COMMERCE AND FACTORIES for Noordwest Holland by LINGUIST LINK EUROPE on 17 August 2005.

GENERAL.
a. 'Translator' means the person who produces translations outside of an employment relationship for third parties, i.e. LINGUISTLINK EUROPE/ TOLKEN EN VERTALEN, hereafter called LINGUIST LINK EUROPE.
b. 'Interpreting secretariat' means the person who outside of an employment relationship provides interpreting services, in the broadest sense of the word, for third parties, including the total arrangement of these interpreting services such as, inter alia, the leasing of sound booths, audio carriers, transmission and receiving equipment, i.e. LINGUIST LINK EUROPE, TOLKEN EN VERTALEN hereafter called LINGUIST LINK EUROPE.

c. 'Customer' means the natural person or legal entity who/which has instructed LINGUIST LINK EUROPE to produce a translation or to provide interpreting services.

Article 1.
An instruction to produce a translation is always accepted subject to the reservation that LINGUIST LINK EUROPE, after inspection of the text to be translated, has the right to cancel the instruction within two working days, without being bound to pay any compensation.

Article 2.
2.1 These Conditions apply to every quote, offer and contract between LINGUIST LINK EUROPE and a customer in respect of which/whom LINGUIST LINK EUROPE has stated that these Conditions apply, insofar as the parties do not explicitly deviate from these Conditions in writing.

2.2 These Conditions also apply to all contracts with LINGUIST LINK EUROPE, for the performance of which third parties have to be engaged.

2.3 Any deviations from these General Conditions are only valid if they have been explicitly agreed in writing.

2.4 The applicability of any purchasing or other conditions of the customer is explicitly rejected.

2.5 If one or more of the provisions of these General Conditions are void or quashed, the other provisions of these General Conditions shall continue to apply in full. In such case LINGUIST LINK EUROPE and the customer shall consult in order to agree new provisions to replace the void or quashed provisions, whereby the purpose and scope of the original provisions shall be taken into account if and insofar as possible.

Article 3.
3.1 LINGUIST LINK EUROPE is only bound to execute an accepted assignment to the best of its knowledge and ability. LINGUIST LINK EUROPE shall take account of instructions of the customer, insofar as it deems such responsible.

3.2 The customer should make its own terminology lists available in digital or written form within 24 hours after the translation assignment has been granted. In the event of failure to do so LINGUIST LINK EUROPE shall determine the terminology itself, if possible in consultation with the customer.

3.3 In the event of a slow reply by the customer to questions regarding terminology, LINGUIST LINK EUROPE shall extend the delivery date if necessary.

3.4 The customer may have the terminology adjusted free of charge within 5 working days after delivery of the translation in consultation with LINGUIST LINK EUROPE. After this term LINGUIST LINK EUROPE is entitled to charge extra costs for adjustment work.

Article 4.
LINGUIST LINK EUROPE has the right to instruct a third party to execute a translation or interpreting assignment, unless the contrary has been explicitly agreed, without prejudice to its responsibility for the proper execution of the assignment.

Article 5.
If the customer has not explicitly stipulated a delivery date for translation work and nothing has been agreed in this respect, and it has not been unequivocally stated or it was not clear when the translation should be completed at latest, LINGUIST LINK EUROPE has the right to reasonably determine the time within which LINGUIST LINK EUROPE shall execute the assignment. In the event of interim changes in the text to be translated, LINGUIST LINK EUROPE has the right to reasonably extend the delivery term without further notice. If necessary LINGUIST LINK EUROPE shall keep the customer informed of the execution of the assignment, and if so requested shall furnish information insofar as such is reasonable in view of the nature of the assignment.

Article 6.
LINGUIST LINK EUROPE is entitled, unless the amount of the fee to which LINGUIST LINK EUROPE is entitled has been explicitly agreed with the customer, to charge the customer a fee for its translation and interpreting work which is based on custom in this respect. Furthermore, it can charge the customer for the expenses connected with the execution of the assignment. VAT shall be charged over the fee and the costs for translation and interpreting work. The fee for the execution of translation and interpreting work is based on the rates as set out in the most recent documentation of B+M.

Article 7.
If the customer is of the opinion that the fee charged by LINGUIST LINK EUROPE cannot reasonably be charged to the customer, the customer must give LINGUIST LINK EUROPE written notice thereof within two weeks after receipt of the invoice. If the customer fails to do so within the stipulated time, his right to contest the amount of the fee charged shall lapse.

Article 8.
LINGUIST LINK EUROPE may deem the person who granted it the assignment to produce the translation or to execute the interpreting work as its customer, unless such person has explicitly stated to be acting as an agent in the name of and at the expense of a third party and provided the name and the address of the third party is given to LINGUIST LINK EUROPE at the same time.

Article 9.
If LINGUIST LINK EUROPE is not able to execute the assignment it has accepted in time the customer has the right, if it would be unreasonable to wait for the execution any longer, to unilaterally revoke the assignment granted. If the customer terminates the assignment when LINGUIST LINK EUROPE has already carried out work, the customer shall owe an indemnity, the amount of which shall be determined on the basis of the circumstances, unless the customer revokes the assignment for reasons for which LINGUIST LINK EUROPE cannot be held responsible. In the latter case LINGUIST LINK EUROPE is entitled to the agreed fee or the fee that the customer would reasonably owe for the execution of the assignment. In no case can the customer shift or cancel an interpreting assignment free of charge once it has been granted. In the event of shifting or cancellation LINGUIST LINK EUROPE shall charge the fee as agreed when the assignment was granted. The customer undertakes to reimburse these expenses.

Article 10.
If the execution of a translation assignment is unacceptable for the customer because either the form and/or the translation is faulty, the customer must summon LINGUIST LINK EUROPE if possible to make the necessary improvements within a reasonable time.

Article 11.
Unless otherwise agreed, the fee and disbursements charged by LINGUIST LINK EUROPE shall be due as soon as the translation assignment has been executed and delivered or the interpreting assignment has been executed. The customer's right to lodge a complaint against LINGUIST LINK EUROPE's invoice shall lapse two weeks after he has received said invoice. Invoices of LINGUIST LINK EUROPE must be paid within 30 days after the invoice date.

Article 12.
Unless explicitly otherwise agreed LINGUIST LINK EUROPE holds the copyright in respect of a translation it has produced, until the customer has paid the corresponding invoice in full.

Article 13.
With reference to Article 2, LINGUIST LINK EUROPE is not liable for the damage that the customer suffers as a result of mistakes, omissions, incorrect word use or other errors, unless LINGUIST LINK EUROPE is seriously at fault. Ambiguity in a text to be translated releases LINGUIST LINK EUROPE from any liability. In the event of liability of LINGUIST LINK EUROPE, compensation is limited to the direct damage that the customer can demonstrate to have suffered, with an absolute maximum of one thousand euros. The customer indemnifies LINGUIST LINK EUROPE against claims of third parties.

Article 14.
If the customer suffers damage as a result of late or faulty delivery of a translation he is only entitled to compensation of the direct damage he can demonstrate to have suffered up to a maximum of one thousand euros. LINGUIST LINK EUROPE shall owe no compensation if the late delivery is the result of subjective force majeure, including in any event the illness of employees of LINGUIST LINK EUROPE, and technical malfunctions in the computer equipment used, including software defects and computer viruses. The customer's right to compensation shall lapse if the damage suffered by him related to printed matter and the customer has failed to have the proof (digitally in the form of a PDF file) checked by LINGUIST LINK EUROPE before proceeding with the printing.

Article 15.
LINGUIST LINK EUROPE is never liable for the damage arising due to loss or destruction of or damage to manuscripts, documents, papers and books entrusted to it. The sending of documents is always at the customer's expense and risk.

Article 16.
The right to demand compensation shall in any event lapse one year after delivery of a translation or the providing of interpreting work.

Article 17.
All disputes relating to translation work, including that which only one party deems such, which might arise with regard to the assignment and the execution thereof between the translator and the customer or the customer's legal successor, shall be presented by either party to three certified translators to be appointed in consultation, who shall present the parties with a binding advisory opinion, which advisory opinion shall have the force of a contract made between them, including with regard to costs. The provisions of Article 6 relating to the fee, disbursements and advance apply mutatis mutandis. Without prejudice to the provisions of the preceding paragraph, LINGUIST LINK EUROPE has the right to demand judicial enforcement of the execution of a translation assignment or assignment to execute an interpreting assignment granted by the customer and to demand payment of the fee, disbursements and costs charged.

Article 18.
In the event of late payment LINGUIST LINK EUROPE has the right to charge the customer the statutory interest as of the date of sending the translation or the termination of the training or course up to the date when the payment is received, as well as extrajudicial costs up to an amount of 15% of the unpaid invoice.

Article 19. Aansprakelijkheid; Vrijwaring
19.1 The liability of LINGUIST LINK EUROPE for compensation under the heading of the contract with the customer is limited to such amount as is reasonable and fair in proportion to the agreed price.

19.2 LINGUIST LINK EUROPE is not liable for consequential damage, including delay damage or lost profit, due to any cause whatsoever, and suffered by anyone whomsoever, unless LINGUIST LINK EUROPE should reasonably and fairly under the given circumstances be held liable. In such case the liability of LINGUIST LINK EUROPE is limited to the agreed price.

19.3 LINGUIST LINK EUROPE is not liable for personal injury, due to any cause whatsoever, suffered by any person whomsoever, unless LINGUIST LINK EUROPE should reasonably and fairly under the given circumstances be held liable. In such case the provisions of Article 19.2 do not apply and the liability of LINGUIST LINK EUROPE is limited to such amount as is reasonable and fair in proportion to the agreed price.

19.4 The liability of LINGUIST LINK EUROPE is limited to the amount paid out by its liability insurance in this case.

19.5 Nor is LINGUIST LINK EUROPE liable for information carriers of whatever nature, made available to it for the performance of the contract.

19.6 LINGUIST LINK EUROPE is not liable for costs or damage, of whatever nature and suffered by whomsoever, which are the result of the transport or the shipment of the information (carriers). This includes the completion of the performance under the contract.

19.7 If LINGUIST LINK EUROPE is held liable by a third party in respect of any damage for which it is not liable pursuant to the contract with the customer or these General Conditions, the customer shall fully indemnify LINGUIST LINK EUROPE in this respect and compensate LINGUIST LINK EUROPE for everything that it has to pay such third party.

Article 20. Deviation
20.1 Deviation from these Conditions is only possible in writing.

Article 21. Dispute resolution
21.1 All disputes which might arise in connection with the contract between the customer and LINGUIST LINK EUROPE or other agreements made between them which are the result thereof shall be adjudicated by the competent Dutch court.

Article 22. Applicable law
22.1 The contract between the customer and LINGUIST LINK EUROPE is governed by Dutch law.

Thus drawn up on 17 August 2005 and registered with the Chamber of Commerce and Factories for Noordwest Holland.

A.J.G. Houmes-Daudey