In this agreement :-

1.1 clause headings are for convenience and shall not be used in its interpretation;

1.2 unless the context clearly indicates a contrary intention, an expression which denotes any gender includes the other genders, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa and the following expressions bear the meanings assigned to them below and cognate expressions bear corresponding meanings:-
1.2.1 "certificate of completion" means a certificate issued by Vita Brevis Language to a translator certifying that the translator has completed the commission satisfactorily, which shall be issued within 14 (fourteen) days of the date of delivery;
1.2.2 "client" means a client of Vita Brevis Language that engages the services of Vita Brevis Language to procure translation services on its behalf;
1.2.3 "commission" means a mandate issued from time to time by Vita Brevis Language to a translator to attend to the translation of a source text to the target language which shall include editing and proof-reading of the translated text to the satisfaction of Vita Brevis Language and/or the client, as the case may be;
1.2.4 "date of delivery" means the date agreed upon between the parties as the date on which the translator will deliver the translated text to Vita Brevis Language (or such other date as the parties may agree to in writing);
1.2.5 "target language" means the language into which the source text will be translated in terms of instructions received by the translator from Vita Brevis Language;
1.2.6 "effective date" means the date on which a translator is appointed by Vita Brevis Language to its panel of translators;
1.2.7 "intellectual property rights" means existing and future rights of copyright to all works relating to the translated text including, without limitation, the notes, memoranda, sketches, drawings and previous drafts thereof;
1.2.8 "source text" means the text to be translated from its original language to the target language;
1.2.9 "parties" means Vita Brevis Language and the translator;
1.2.10 "this agreement" means, subject to the provisions of clause 17.4 below, the terms and conditions including annexures and schedules incorporated hereto by consent of the parties, irrespective of whether they were incorporated into this agreement before or after the effective date;
1.2.11 "translator" means the person, company, close corporation or other entity appointed by Vita Brevis Language to its panel of translators in writing;
1.2.12 "translated text" means the complete and final translation of the source text into the target language;
1.2.13 "Vita Brevis Language" means the firm/partnership trading as "Vita Brevis Language";
1.2.14 "Vita Brevis Language website" means the website operated by Vita Brevis Language at the effective date or such other website as Vita Brevis Language may, from time to time, set up.

1.3 when any number of days is prescribed in this agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.

1.4 where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

1.5 where any term is defined within the context of any particular clause in this agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this agreement, notwithstanding that that term has not been defined in this interpretation clause.

1.6 expressions defined in this agreement shall bear the same meanings in schedules or annexures to this agreement which do not themselves contain their own definitions.

2. PREAMBLE

2.1 Vita Brevis Language is a South African-based language translation, proofreading and editing firm that provides, inter alia, language translation to its clients around the world.

2.2 The translator carries on business of translating source texts into target languages.

2.3 Vita Brevis Language wishes to appoint the translator, who has agreed, to carry out commissions that Vita Brevis Language will issue, from time to time, on the terms and conditions set out in this agreement.

2.4 The parties wish to record the terms and conditions of their agreement, as they hereby do.

3. APPOINTMENT AND DURATION

3.1 With effect from the effective date and on the terms and conditions contained herein, Vita Brevis Language hereby appoints the translator:-
3.1.1 to carry out the commissions as and when mandated by Vita Brevis Language; and
3.1.2 to complete and deliver the translated text to Vita Brevis Language on or before the date of delivery.

3.2 The translator shall be an independent contractor and nothing in this agreement shall constitute or be deemed to constitute an employer/employee, principal/agent, joint venture or partnership relationship between the parties.

4. CARE, SKILL AND DILIGENCE

4.1 The translator:-
4.1.1 hereby undertakes to carry out commissions according to the best of its abilities and to observe the highest professional standards having regard to a client's purposes and requirements;
4.1.2 shall, as regularly as Vita Brevis Language requires in relation to a specific commission, furnish Vita Brevis Language with progress reports on the commissions, setting out, inter alia, the work already done, outstanding work and any matters requiring clarification by Vita Brevis Language and/or the client.

5. NON-COMPETITION AND NON-SOLICITATION

5.1 The translator:-
5.1.1 undertakes not to communicate with clients directly unless such communication is strictly necessary to carry out the commission and Vita Brevis Language, in writing, consents to such communication;
5.1.2 undertakes, during the existence of this agreement, not to solicit future translation mandates or commissions from clients.

6. WARRANTIES BY TRANSLATORS

6.1 The translator hereby warrants that:-
6.1.1 it possesses the skills, resources, expertise and professional requirements to carry out commissions as contemplated in clause 3 above;
6.1.2 all documents, information and representations made or furnished by the translator to Vita Brevis Language in relation to the warranty set forth in clause 6.1.1 above are true and correct;
6.1.3 it shall deliver the translated text on the date of delivery and, to that extent, understands that time is of the essence in any commission;
6.1.4 it will be the sole author of the translated text;
6.1.5 it will be the sole owner of all intellectual property rights which shall be assigned to Vita Brevis Language in terms of this agreement and that it will not assign, pledge or otherwise encumber the intellectual property rights, save as contemplated in clause 8.1 below;
6.1.6 it has the full power to enter into this agreement;
6.1.7 the translation will be original and will not have been published before and will not be in the public domain;
6.1.8 the translated text does not violate any right of privacy or any property rights of any person;
6.1.9 the translated text is not defamatory or obscene;
6.1.10 all files, documents or e-mails transmitted to Vita Brevis Language by the translator in terms of this agreement do not contain viruses or any other destructive features;
6.1.11 all messages, data, images or programmes transmitted to Vita Brevis Language or posted (if any) to the Vita Brevis Language website are not defamatory, illegal, offensive, hateful and they do not violate any intellectual property, personality and privacy rights of any person,

6.2 The translator hereby agrees to hold Vita Brevis Language, its licensees, clients or any other seller of the translated text, harmless from any liability, loss or damage (including all attorneys fees) arising out of any claim, action or proceedings inconsistent with the translator's warranties or representations or in breach thereof.

7. LIABILITY OF THE TRANSLATOR

7.1 The translator hereby acknowledges that it is aware of the terms and conditions governing the relationship between Vita Brevis Language and its clients.

7.2 In the event that the translator defaults in the performance of its commission in any way whatsoever, the translator shall be responsible to Vita Brevis Language and/or its clients for any damages or loss suffered by Vita Brevis Language or its clients arising out of such default.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 The translator hereby acknowledges that it has been appointed to carry out commissions on the basis that it shall assign and transfer all intellectual property rights to Vita Brevis Language and/or its clients including the right to print, publish and sell the translated text throughout the world, in whole or in part in any manner or medium and to authorise others to do same.

8.2 The translator hereby undertakes to assign and, for all intents and purposes, to transfer to Vita Brevis Language and/or its clients the intellectual property rights with effect from the date of delivery or at the termination of its mandate (for any reason whatsoever) whichever occurs first.

8.3 The translator shall not print, publish, or sell, or cause to be printed, published or sold, in any manner or form, any portions of or the entire translated text without the prior written consent of Vita Brevis Language.

8.4 The translator shall have no copyright on any material delivered to it by Vita Brevis Language or its client in order to carry out the commission.

8.5 All intellectual property rights arising out of any materials supplied by Vita Brevis Language and/or its clients to the translator for the purposes of the commission shall remain the property of Vita Brevis Language and/or the clients, as the case may be.

8.6 The translator shall take all such actions as shall be necessary to protect (the violation of) the intellectual property rights of Vita Brevis Language and/or its clients.

9. CONFIDENTIALITY

9.1 The translator hereby undertakes that, save to the extent necessary to enable performance of its obligations under this agreement, it shall not divulge at any time after the conclusion of this agreement any confidential information in relation to original documents of clients (including translated text) and any information, technical data or know-how relating to the business, services or products of the Vita Brevis Language or its clients ("the confidential information") which is disclosed directly or indirectly to the translator or its employees, sub-contractors or agents in writing, orally or otherwise for purposes of carrying out the commission.

9.2 The translator undertakes:-
9.2.1 not to use the confidential information for any purpose other than the performance of the commission in terms of this agreement;
9.2.2 not to disclose to any third party and to use all reasonable endeavours to prevent disclosure to a third party, of the confidential information;
9.2.3 to keep safe all materials constituting the confidential information including, without limitation, all notes, drafts, records, sketches, drawings, records, copies or reproductions (in electronic medium or otherwise) of the source and translated text;
9.2.4 at the discretion of Vita Brevis Language, to return the information and documents referred to in clause 9.2.3 above to Vita Brevis Language on the earlier to occur of the following events:
9.2.4.1 on the date of delivery;
9.2.4.2 on the termination of this agreement for any reason whatsoever;
9.2.4.3 upon a written request by Vita Brevis Language.
9.2.5 not to retain (whether in electronic medium or otherwise) any of the information or documentation referred to in 9.2.3 above, except where Vita Brevis Language has permitted otherwise.

10. ASSIGNMENT

10.1 The translator shall not assign, delegate or otherwise transfer or encumber all or any of its rights or obligations under this agreement to any other person without the prior written consent of Vita Brevis Language.

10.2 Vita Brevis Language shall be entitled to cede, assign and/or transfer all its rights and obligations to any third party on notice to the translator.

11. PAYMENT

11.1 In consideration for the translator's services in performing the commission, Vita Brevis Language shall pay the translator the agreed fee (plus VAT, if any) within a period of 60 (sixty) days from the date of issue of the certificate of completion.

11.2 In the event that Vita Brevis Language is not satisfied with the services of the translator, Vita Brevis Language shall not be obliged to issue a certificate of completion and shall, subject to clause 13 below, not be obliged to pay the translator the agreed fee.

12. TERMINATION

12.1 In the event that:
12.1.1 the client terminates its instruction to Vita Brevis Language in relation to a commission that the translator is already executing to; or
12.1.2 Vita Brevis Language, for any reasonable cause (including default by the translator), terminates this agreement, the translator shall immediately return all the documentation and information referred to in clause 9.2.3 above to Vita Brevis Language.

12.2 In the event that the agreement shall have been terminated in terms of clause 12.1.1 above, the parties shall, upon the return of the information and the documents referred to in clause 12.1 above agree on the amount ("the fee") to be paid to the translator for work already done. If the parties cannot agree on the fee, then the matter shall be referred to an official to be appointed by the South African Translators' Institute, who shall act as an expert and not as an arbitrator and whose decision shall be final and binding on the parties.

13. BREACH

13.1 In the event that the translator commits a breach of this agreement and/or fails to comply with any provisions hereof, Vita Brevis Language shall be entitled to give the translator 14 (fourteen) days to remedy such breach and/or failure, and if the translator fails to comply with such notice, Vita Brevis Language shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies which Vita Brevis Language may have in law, including the right to claim damages:-
13.1.1 to cancel this agreement; or
13.1.2 to claim immediate performance by the translator of all its obligations in terms hereof.

14. DISPUTE SETTLEMENT

14.1 In the event that a dispute arises between the parties regarding the execution of the commission in particular, but without limiting the generality of the aforegoing, the quality of the translated text, the matter shall be referred for final determination to an arbitrator appointed by the South African Translators' Institute.

14.2 The arbitration in terms of clause 14.1 above shall be held as quickly as possible after it is requested, with a view to its being completed within 30 (thirty) days after it has been requested.

14.3 The provisions of this clause 14 constitute an irrevocable consent by the parties to any proceedings in terms of clause 14.1 and no party shall be entitled to withdraw therefrom or to claim at any such proceedings that it is not bound by such provisions.

15. GOVERNING LAW

15.1 This agreement shall be governed by and shall be construed in accordance with the laws of the Republic of South Africa.

15.2 The translator hereby consents to the jurisdiction of the Magistrate's Court in terms of Section 45 of the Magistrate's Court Act of 1944, as amended, in respect of any proceedings which may be instituted by Vita Brevis Language against the translator in terms hereof. Notwithstanding the aforegoing, Vita Brevis Language shall be entitled, in its discretion, to institute any proceedings against the translator in any division of the High Court, which has jurisdiction.

15.3 The translator agrees that in the event of any legal action being taken by Vita Brevis Language in terms of this agreement, the translator shall be liable for all legal costs, including collection charges on the scale as between attorney and client. All payment made shall be allocated firstly towards search fees and charges and thereafter to interest and finally to capital.

16. FORCE MAJEURE

Vita Brevis Language may cancel or vary this agreement by reason of force majeure from any and every cause whatsoever beyond Vita Brevis Language's control including, without limiting the generality of the aforegoing, inability to secure labour, materials, power supply or by reason of an act of nature, war, civil disturbances, riot, state of emergency, strike, lock-out or other labour dispute, fire, flood, drought, legislation, burglary or theft. If any such event occurs, the translator shall have no claim against Vita Brevis Language for damages howsoever arising.

17. GENERAL

17.1 Subject to the provisions of clause 1.2.10 above, this document constitutes the sole record of the agreement between the parties.

17.2 No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.

17.3 Subject to clause 17.4 below, no addition to, variation or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of the parties.

17.4 Vita Brevis Language reserves the right to alter these terms and conditions at any time by posting notification that the terms and conditions have been changed on its website. The translator will be responsible for reviewing any such changes each time the translator accesses the Vita Brevis Language website and the continued use by the translator of the Vita Brevis Language website after changes have been posted on-line, constitutes acceptance of this agreement as modified by the posted changes.

17.5 No extension of time or indulgence which either party ("the grantor") may grant to the other ("the grantee") shall constitute a waiver of any of the rights of the grantor, who shall not thereby be precluded from exercising any rights against the grantee which may have arisen in the past or which might arise in the future.

17.6 In the event that any term or provision of this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unforceability shall not affect any other terms or provisions hereof and this agreement shall be interpreted and construed as if such term or provision, to the extent that the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.

18. APPLICATION OF THE TERMS AND CONDITIONS

18.1 The translator hereby acknowledges that unless otherwise specified in writing by Vita Brevis Language, the terms and conditions outlined in this agreement shall apply to all commissions that the translator agrees to undertake on the instructions of Vita Brevis Language.

18.2 By clicking on this "agree" button, the translator hereby irrevocably offers to be a translator for Vita Brevis Language on the terms and conditions set out above, which agreement shall become binding agreement only when Vita Brevis Language accepts the translator's offer herein whether electronically or by ordinary mail or facsimile.