1. DEFINITION

1.1 "Supplier" means Lycon Translation Limited; "Project" means any translation or other lingual service supplied by the Supplier. "Client" means any person, firm or company to whom the Supplier shall supply or contract to supply Project.

2. APPLICATION

2.1 No conditions other than those set out herein shall be binding on the Supplier except with the Supplier's express consent. These conditions shall be part of any offer, acceptance and contract for Project by the Supplier and subject to the foregoing any conditions proposed by the Client are hereby excluded.

3. ACCEPTANCE

3.1 When the Client expresses its firm interest to use our lingual service, Lycon Translation will send a Purchase Order to the Client for its confirmation. No contract shall arise until such confirmation is given by the Client and received and accepted by Lycon Translation. Each order when accepted constitutes a separate contract. Any acknowledgement requesting confirmation of the order will remain open for 30 days and will thereafter lapse unless stated in writing.

4. TERMS OF PAYMENT

4.1 Rate is based on the size of source file (US$×× for each source word or each hour, for example). Rate, size of source file and total price are pre-determined in the acknowledgement, which shall be binding on the Client upon its confirmation or no objection within a reasonable time slot. Any change or revision to such rate, size or total price shall not become effective unless with a prior written express agreed by both parties.

Additional charges may be required for all expenses incurred by the Supplier at the request of or by agreement with the Client which are not included in the Client's confirmation of the order acknowledgement or which the Supplier considers reasonably necessary for the completion of the Project or any legitimate purpose associated with it.

4.2 As a practice here, a certain amount (say 30% of total price) may be required as a deposit upon the confirmation of the order or before any Project is started, 50% of total price is paid upon the delivery of the Project by the Supplier, the remaining 20% paid upon the confirmation by the Client that no revision or further improvement is necessary.

5. COMPLETION OF PROJECT

5.1 Dates or periods for completion of Project are only best estimates and the Supplier is not liable for any delay arisen from any reasons whatsoever beyond its reasonable control.

5.2 The Client must specify a completion date (if material) when commissioning the Project but while the Supplier will make every reasonable effort to meet the Client's requirements, late delivery will not entitle the Client to withhold payment for Project done. When such later delivery is inevitable due to any reasons beyond the Supplier's reasonable control, such completion date shall be extended to ensure a quality delivery. The expansion space shall be friendly negotiated on a case-by-case basis.

5.3 Completed Project will normally be dispatched to the Client by electronic mail as a Microsoft Word, rtf or pdf attachment. The Supplier shall make its every effort to meet the Client's any reasonable requirements in the format of dispatched file. In the event that the Client requires Project to be supplied in hard copy by post, the Supplier cannot be held responsible for delays in supply or for any failure in the fulfillment of supply caused by the postal system.

5.4 Should completion of Project be necessary sooner than the normal time required for its proper production, Lycon Translation reserves the right to charge supplementary urgency rates to cover its overtime work. Should any other additional costs occurred, Lycon Translation is entitled to charge for these as well. Such extra charge or additional cost shall be friendly determined on a case-by-case basis.

5.5 The Supplier accepts no liability for any late or inferior delivery of Project caused by the Client and in this event any agreed deadlines or delivery schedules will be automatically ceased to stay valid and new dates must be negotiated friendly.

6. CANCELLATION AND SUSPENSION

6.1 If the Client for any reason cancels Project which he or she has commissioned, charges will be payable for all completed Project up to the cancellation date and for all other costs and expenses which may occur as a result of such cancellation.

6.2 If the Client suspends or postpones Project he or she has commissioned, charges will be payable for all commissioned Project up to the date of suspension or postponement and for all other costs and expenses which may occur as a result of such suspension or postponement.

6.3 Any deposit paid by the Client before such cancellation or suspension will not be reimbursed to the Client for any reasons whatsoever.

7. COPYRIGHT

7.1 Under applicable laws and acts, copyright subsists in the translation of any text or any other material and where the Supplier holds the copyright in any Project which he has supplied to the Client he impliedly licenses the use or exploitation of the copyright in the Project to the Client until such time as he has received payment for the Project in full. On full payment the license is revoked and the Supplier impliedly transfers his full title in the Project to the Client. In the event that the Supplier does not receive payment for the Project by the due settlement date whether in full or in part he is entitled to assert his copyright in the Project.

8. LIABILITY

8.1 Any complaints by the Client in respect of any Project shall be notified to the Supplier in writing within five (5) days of the receipt of the Project by the Client. Any such complaints beyond a reasonable time slot will be ignored by the Supplier. The Client is deemed to accept the delivery in good condition and satisfaction when no complaint or objection is expressed within
reasonable time.

8.2 The Supplier will accept no liability for any damage whatsoever which exceeds the contract price for the Project supplied.

8.3 The Client shall indemnify the Supplier against all claims, proceedings, costs and expenses for which the Supplier may become liable in respect of Project completed under a contract except to the extent of the liability admitted in these Conditions.

9. ILLEGAL MATTERS

9.1 Notwithstanding any other form of any contract the Supplier shall not be required to translate any matter which in its opinion is or may be of any illegal or libelous nature. Where copyright subsists in texts to be translated it is presumed that the Client has obtained all consents necessary for such Project to be carried out.

9.2 The Supplier shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libelous matter translated for the Client, or any acknowledgement of copyright, patent or design or other third party right.

10. CLIENT'S PROPERTY

10.1 All documents or any other properties supplied to the Supplier will be held or dealt with by the Supplier at the Client's risk and the Supplier will not be responsible for any consequential loss or damage.

10.2 The Supplier reserves the right to destroy or otherwise dispose of any document or other property of the Client which has been in its custody for more than twelve (12) months following the completion of the Project to which it relates.

11. FORCE MAJEURE

11.1 In the event of Force Majeure (which shall be defined as strike, fire, industrial dispute, civil commotion, natural disaster, acts of war, acts of God and any other situation foreseen or unforeseen which can be shown to have materially affected the Supplier's ability to deal with the Project as agreed), the Supplier shall notify the Client as quick as possible to explain the circumstances. Force Majeure shall entitle both the Supplier and the Client to withdraw from the contract for the Project, but in any event the Client undertakes to pay the Supplier for the Project already completed.

12. JURISDICTION

12.1 These conditions shall be interpreted in accordance with Chinese law and the Supplier and Client irrevocably submit to the exclusive jurisdiction of Chinese Courts.

13. MISCELLEANEOUS

13.1 Others not mentioned herein shall be settled with friendly consultation.