Termini e condizioni

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General Terms & Conditions of EVS Translations USA Inc. for Translation Services

1.     Scope.


1.1    These General Terms and Conditions (“GTC”) apply to all transactions between EVS Translations (USA), Inc. (“EVS”) and any Customer of EVS seeking certain services as defined below.

2.     Interpretation.

2.1    In the GTC, the following definitions apply:

2.1.1    Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in New York are open for business.

2.1.2    Commencement Date: the date upon which a Contract is formed between EVS and a Customer and which takes affect according to clause 3.8.

2.1.3    Contract: a contract between EVS and the Customer for the supply of Services subject to the GTC.

2.1.4    Customer: the person or firm who purchases Services from EVS.

2.1.5    Deliverables: specified within an Offer and which may be:

a)     a translation;
b)    an interpretation;
c)     language learning; or
d)    such other work as will be specified in detail within an Offer.

2.1.6    GTC: these general terms and conditions of business as amended from time to time by EVS.

2.1.7    Intellectual Property Rights: any and all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

2.1.8    Inquiry: an inquiry about or request for the Services submitted by the Customer to EVS whether by postal mail, email or fax and specifying (or such other format as EVS alone may permit or specify) and containing information according to clause 5.1.

2.1.9    Offer: a formal reply to an Inquiry whether by postal mail, email or fax, in which formal reply the Customer is invited (by EVS) to contract with EVS subject to the GTC and other items specified in such reply.

2.1.10    Services: the services, including the Deliverables, supplied by EVS to the Customer.

2.2  In the GTC:

2.2.1  a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

2.2.2   a reference to a party includes its personal representatives, successors or permitted assigns;

2.2.3   a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted.  A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

2.2.4   any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression, will be construed as illustrative and will not limit the sense of the words preceding those terms; and

2.2.5   a reference to ‘writing’ or ‘written’ includes faxes and e-mails.

3.  Basis of Contract.

3.1   An Inquiry will not constitute:

3.1.1   an Offer; or

3.1.2   a Contract between the parties.

3.2    In the event a Customer submits an Inquiry:

3.2.1  regarding a translation, the Customer will indicate in the Inquiry the subject matter and any terminology or background (or both) that is reasonably necessary for the translation to be completed;

3.2.2   regarding an interpretation, the Customer will indicate in the Inquiry the nature of the interpretation (whether it is to be simultaneous or consecutive interpretation) and any equipment required for the interpretation to be carried out; or

3.2.3   regarding language training, the Customer will indicate in the Inquiry the date and venue of the event and contact details of an individual to act on behalf of the Customer.

3.3  In the event a Customer submits an Inquiry, EVS may (but will not be obliged to) consider the Inquiry and if, in the absolute opinion of EVS, EVS decides to make an Offer such Offer will be made to the Customer within 14 (fourteen) days of the said Inquiry being received by EVS.

3.4   All Offers will be subject to the GTC and, where reasonable to do so, set out:

3.4.1    any replies to reasonable questions (regarding the Services) raised by the Customer in its Inquiry regarding any Deliverable sought by the Customer;

3.4.2    all charges for the Services;

3.4.3    the approximate date for completion of the Services; and

3.4.4    any other information consider by EVS to be relevant to the provision of the Services.

3.5   The Offer will remain valid and open for acceptance (or rejection) by the Customer for not more than 20 (twenty) days from the date upon which the Offer is delivered to the Customer, after which period of time the Offer will lapse.  In the event of a lapsed Offer, EVS may make a further Offer based upon the same or different terms and conditions but always subject to the GTC.

3.6    An Offer may only be:

3.6.1   accepted by the Customer to whom the Offer is addressed (and no other person); and

3.6.2   submitted to the Customer to whom it is addressed in writing whether by postal mail, email or fax

and in all cases sent by EVS.

3.7    The Offer will be deemed by EVS to be accepted by the Customer only when the Customer (to whom it is addressed) issues a written acceptance of the Offer, accepting each and every aspect of the Offer, at which point and on which date a Contract will come into existence; this will be the Commencement Date from which date all periods of time or deadlines will be calculated unless the parties may otherwise stipulate by agreement in writing..

3.8    The Contract constitutes the entire agreement between the parties.  The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of EVS which is not set out in the Contract.

3.9     Subject to clause 4.9, the parties may agree between themselves to alter or amend the Services (or any part of the Services) after the Commencement Date but any such alteration or amendment will be at the absolute discretion of EVS, expressed in writing and always subject to the GTC.

3.10   Any alteration or amendment made according to clause 3.9 will form a part of the Contract arising according to clause 3.7, subject to such alteration or amendment.

3.11   The GTC applies to the Contract to the exclusion of any other terms and conditions that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, regardless of whether any other such terms and conditions may be known to EVS.

3.12   For the avoidance of doubt, any differing or alternative terms and conditions of business belonging to the Customer will not apply unless expressly agreed to in advance and in writing by EVS.

4.  Supply of Services.

4.1   EVS will supply the Services, whether directly or indirectly, to the Customer in accordance with the Contract in all material respects.

4.2   EVS may if, in its absolute opinion, it deems necessary to do so engage a third party to execute any and all translations including, in particular translations involving a language or languages or fields of expertise (or both) in which EVS does not have a sufficient expertise.  In the event of any such engagement, the Contract including such engagement will remain between EVS and the Customer.

4.3   All periods of time or deadlines will be calculated from the Commencement Date or such other date as the parties may otherwise stipulate by agreement in writing.

4.4   EVS will use its reasonable endeavours to meet any performance dates specified as part of the Offer, but any such dates will be estimates only and time will not be of the essence for performance of the Services.

4.5   Any times specified in an Offer will be that of Eastern Standard Time (EST), unless the Customer resides or is based within the United Kingdom in which case any times specified within an Offer will be that of Greenwich Mean Time (GMT).

4.6   An interpretation or translation will be considered by the parties to be delivered when it has been demonstrably sent or transmitted to the Customer.  Technical problems with the transmission (e.g. server outage of the e-mail provider) will be borne by the Customer and will not be the fault of EVS.

4.7   In the event EVS is unable to meet any agreed deadline or date (as set out in an Offer) for reasons beyond the control of EVS, EVS will inform the Customer of such inability within a reasonable period indicating any anticipated new deadline or new date.

4.8   In the event EVS is unable to meet any agreed new deadline or date (as may be agreed in accordance with clause 4.6) for reasons beyond the control of EVS, the Customer will be entitled to (but not obliged to) rescind the Contract entirely or in part.  EVS will reimburse to the Customer any payment or part payment that has already been made.

4.9   In the event the performance of EVS is delayed or in any other way affected adversely by or as a result of anything done by the Customer, EVS will be entitled to demand reimbursement for any and all loss or damage suffered or incurred (or to be suffered or incurred) by EVS including but not limited to any additional costs or expenses.

4.10 Notwithstanding clause 3.9, EVS will have the right to unilaterally make any changes to the Services which:

4.10.1    are necessary to comply with any applicable law or safety requirements; or

4.10.2    which do not materially affect the nature or quality of the Services

and in either case EVS will notify the Customer in any such changes.

4.11    EVS warrants to the Customer that the Services will be provided using reasonable care and skill.

5.  Customer Obligations.

5.1  In the event of an Inquiry, the Customer will set out within the Inquiry:

5.1.1   general details including:   the name of the Customer;   the address of the Customer;   the source language; and    the target language;

5.1.2   provide full and accurate information of all other relevant matters in its Inquiry to EVS; and

5.1.3  make clear any and all specific requirements sought from the Services.

5.2   Further, the Customer will:

5.2.1   ensure the terms of any Offer and any information contained within any Offer provided by EVS are complete and accurate;

5.2.2   in the event an Offer is to be accepted, make clear in writing by postal mail, email or fax addressed and delivered to EVS;

5.2.3   co-operate with EVS in all matters relating to the Services;

5.2.4    provide EVS with such information and materials as EVS may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and

5.2.5    obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;

5.3   In the event the performance of EVS of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or by failure of the Customer to perform any relevant obligation (‘Customer Default’):

5.3.1   EVS will, without limiting any other rights or remedies of EVS, have the right to suspend performance of the Services until the Customer remedies the Customer Default. If the Customer fails to remedy the Customer Default within 14 (fourteen) days, EVS may rely upon the Customer Default to relieve EVS from the performance of any of its obligations to the extent the Customer Default prevents or delays the performance of such obligations; and

5.3.2   EVS will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from any act or omission by the Customer as envisaged by this clause 5.2.

5.4   The Customer will reimburse EVS on written demand from EVS to the Customer for any costs or losses sustained or incurred by EVS arising directly or indirectly from any Customer Default.

6.  Charges and Payment.

6.1    Charges for the Services will be:

6.1.1    the charges set out within the Offer and which have been accepted in writing by the Customer;

6.1.2    calculated in U.S. Dollars; and

6.1.3    exclusive of postage, fax and telephone costs, for any of which items additional charges may be added at the absolute discretion of EVS.

6.2    Charges for interpretations and language training services will be calculated on daily or hourly basis and hours that have been commenced will be treated as full hours and included at the full hourly rate.

6.3    Working days will be comprised of an eight-hour day starting from 08.00 hours to and ending at 17.00 hours.  Hours spent providing the Services outside of these times will be deemed overtime and clause 6.5 will apply.

6.4    The number of hours charged will include hours spent:

6.4.1   time spent making an interpretation or providing language training;

6.4.2   all other time spent while the interpreter or language trainer is otherwise present on site (including but not limited to waiting time); and

6.4.3   travelling time to and from the site at which an interpretation or language training is to be provided.

6.5    EVS will be entitled to charge an overtime rate of 20 (twenty) per cent of the standard daily fee rate on a pro-rata basis for each part day or for any time worked by individuals whom EVS engages on the Services, for whatever reason, outside the hours referred to in the Offer or clause 6.3 (or both).

6.6    Training materials and additional services in the case of translations, in the context of language training or interpreting are invoiced separately by time and materials or as otherwise agreed.

6.7    In the event the Customer cancels the contract, it must pay costs already incurred, at no less than15 (fifteen) percent of the agreed net price.  A cancellation is not permissible upon completion of the Services.

6.8   In the event a Customer cancels the Contract, the Customer will pay as a minimum:

6.8.1   4 (four) weeks before the first working day = 70 (seventy) percent of the order amount;

6.8.2   2 (two) weeks before the first working day = 80 (eighty) percent of the order amount; and

6.8.3   1 (one) week before the first working day = 100 (one hundred) percent of the order amount.

6.9    In the event of payments made by the Customer to EVS by way of cheque or bill of exchange contingent upon final settlement, EVS will be entitled, at the expense of the Customer, to carry on the realisation and enforcement of claims against third parties arising here from.

6.10  EVS will be entitled to charge the Customer and the Customer agrees to pay for any expenses reasonably incurred in connection with the Services including, but not limited to:

6.10.1   travelling expenses of any person engaged by EVS to provide the Services in question;

6.10.2   accommodation or other living expenses;

6.10.3   meals and any associated expenses;

6.10.4   the cost of services provided by third parties and required by EVS for the performance of the Services; and

6.10.5   the cost of any materials necessary or desirable, in the opinion of EVS, for the provision of the Services.

6.11   EVS will invoice the Customer on completion of the Services or [weekly/monthly] in arrears].

6.12   The Customer will pay each invoice submitted by EVS within 14 (fourteen) days of the date of the invoice and pay monies due under any invoice to:





6.13    All amounts payable by the Customer under the Contract are exclusive of any sale chargeable..  The Customer will pay to EVS such additional amounts in respect of sales taxes as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services themselves.

6.14    In the event the Customer fails to make any payment due to EVS under the Contract by the due date for payment , then the Customer will pay interest on the overdue amount at the rate of 4 (four) percent per annum above Bank of America's base rate from time to time.  Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.  The Customer will pay the interest together with the overdue amount.

6.15   The Customer will pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).  EVS may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by EVS to the Customer.

7.       Intellectual Property.

7.1     All Intellectual Property Rights in or arising out of or in connection with the Services or subsisting within Deliverables will be owned by EVS.  Full legal and beneficial ownership with all rights, title and interests of any and all Deliverables remains vested within EVS, with the exclusive rights of use residing with EVS, until full and complete satisfaction of any and all present and future claims EVS may have against the Customer.

7.2     Only upon the full and complete satisfaction of any and all present and future claims EVS may have against the Customer will EVS grant to the Customer an exclusive licence to use Deliverables anywhere in the world.

7.3    Any use of Deliverables until the full and complete satisfaction of any and all present and future claims EVS may have against the Customer have been satisfied will amount to and constitute an infringement of the Intellectual Property Rights of EVS.

7.4    The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on EVS obtaining a written licence from the relevant licensor on such terms as will entitle EVS to license such rights to the Customer.

8.      Confidentiality.

8.1   A party (‘receiving party’) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (‘disclosing party’), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain.

8.2   The receiving party will only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of providing the Services under the Contract, and will ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract.

8.3   The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 8.3 will survive termination of the Contract.

9.      Complaints.

9.1    Any complaints concerning mis-translations or defects in Deliverables must be reported by the Customer to EVS in writing.  Any such complaints must be made within 14 (fourteen) working days after the translation is conveyed or transmitted or after the performance is rendered.

9.2     Delivery of any Deliverable from EVS will be the time of its conveyance or transmission.  In the case of mailing, 2 (two) working days are added.

9.3     In the event a mis-translation or defect in a Deliverable has been properly and timely reported, EVS will be entitled, in its absolute discretion, to attempt to correct the mis-translation or defect on at least 2 (two) occasions.  In all cases, the Customer will allow EVS a reasonable period of time to affect a remedy of any mis-translation or defect.

9.4    In the event a complaint of a Customer proves to be unjustified, EVS may request reimbursement of any resulting costs incurred by EVS.

9.5    In all cases, EVS will be entitled to make it a condition of remedying any mis-translation or defect of a Deliverable only upon the Customer's payment of the purchase price.  The Customer will be, however, entitled to retain a portion of the purchase price that is reasonable, in the opinion of EVS, in relation to any mis-translation or defect of a Deliverable.

10.         Limitation of Liability.

10.1        Nothing in the GTC will limit or exclude the liability of EVS for:

10.1.1    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or

10.1.2    fraud or fraudulent misrepresentation.

10.2        Subject to clause 10.1:

10.2.1    EVS will under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

10.2.2    The total liability of EVS to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed  $100,000.00 (one hundred thousand dollar).

10.3   Further to clause 10.2, EVS expressly accept no liability for delays or deficiencies in performance that are a direct or indirect result of or that result from:

10.3.1    incorrect or incomplete transfer of any source text from the Customer to EVS;

10.3.2    ambiguous or incorrect wording in any source text from the Customer to EVS;

10.3.3    damaged, incomplete or lost texts and data through electronic transfer by the Customer;

10.3.4    text proven to be unsuitable for the intended use or the publication or advertisement must be repeated due to a defective adaptation or it results in damage to the Customer's reputation or image, unless the intended use was indicated when the order was placed;

10.3.5    damages that result from printing a deficient translation in the event the Customer did not indicate upon entry into the contract that the translation was intended for printing, did not provide EVS with galley proofs prior to going to press or was printed without clearance from EVS.

10.4  The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.5  This clause 10 will survive termination of the Contract

11.  Termination.

11.1   Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party not less than 28 (twenty-eight) days’ written notice.

11.2   Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

11.2.1    the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing to do so;

11.2.2    the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

11.2.3    the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

11.2.4   a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

11.2.5    the other party (being an individual) is the subject of a bankruptcy petition or order;

11.2.6    an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

11.2.7    the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver

11.2.8    a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

11.2.9    any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.2 to clause 11.2.8 (inclusive).

11.2.10  the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; and

11.2.11  the other party's financial position deteriorates to such an extent that in the opinion of EVS the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.3  Without limiting the other rights or remedies of EVS, EVS may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under any Contract for the Services on the due date for payment and fails to pay all outstanding amounts within 14 (fourteen) days after being notified in writing to do so.

11.4   Without limiting the other rights or remedies of EVS, EVS may suspend provision of the Services under any Contract or any other contract between the Customer and EVS in the event:

11.4.1    the Customer becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.8 (inclusive) or EVS reasonably believes that the Customer is about to become subject to any of them; or

11.4.2    the Customer fails to pay any amount due under any Contract for the Services on the due date for payment.

12.  Consequences of Termination.

12.1   On termination of the Contract for any reason:

12.1.1   the Customer will immediately pay to EVS all of EVS's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, EVS will submit an invoice, which will be payable by the Customer immediately on receipt;

12.1.2   upon delivery of an invoice from EVS to the Customer, the Customer will make any and all payments that may be due in accordance with clause 6.7 and clause 6.8;

12.1.3   the Customer will return any and all of EVS materials and any Deliverables which have not been fully paid for.  In the event the Customer fails to do so, then EVS may enter the Customer's premises and take possession of them. Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with any Contract;

12.1.4   the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination will be unaffected, including the right to claim damages in respect of any breach of any Contract which existed at or before the date of termination or expiry; and

12.1.5   clause 12 will survive termination will continue in full force and effect.

13.  General.

13.1   Neither party will have any liability or be deemed to be in breach of the GTC for any delays or failures in performance of their obligations under the GTC that result from circumstances beyond the reasonable control of that party (‘Force Majeure Event’). A "Force Majeure Event" means an act of war; domestic and/or international terrorism; civil riots or rebellions; quarantines, embargoes and other similar unusual governmental actions; or extraordinary elements of nature or acts of God (other than fire, hurricane, tornado or flood); provided that such Force Majeure Event is beyond the excused party's reasonable control, occurs without the excused party's fault or negligence, is not caused directly or indirectly by the excused party and could not have been prevented by the excused party's reasonable diligence.   The party affected by a Force Majeure Event will promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

13.2   EVS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

13.3   The Customer will not, without the prior written consent of EVS, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

13.4    No failure or delay on the part of either party to exercise any right or remedy under the GTC will be construed or operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy

13.5    In the event any court or competent authority finds that any provision (or part of any provision) of the GTC is invalid, illegal or unenforceable, that provision (or part-provision) will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions (or part-provisions) of the GTC will not be affected.

13.6    In the event any invalid, unenforceable or illegal provision (or part of any provision) of the GTC would be valid, enforceable and legal in the event some part of it were deleted or amended, the provision (or part-provision) will apply with the minimum modification necessary to make it legal, valid and enforceable.

13.7   No modification, amendment, extension or waiver of or under the GTC will be valid unless made in writing and signed by an authorized representative of the party sought to be charged therewith.  No written waiver will constitute, or be construed as, a waiver of any other obligation or condition of the GTC.

13.8   Neither party will act or describe itself as the agent of the other, nor will it make or represent that it has the authority to make any commitments on the other party’s behalf.

13.9   Neither party will make any press or other public announcement concerning any aspect of the Agreement, or make any use of the name of the other party in connection with or in consequence of the Agreement, without the prior written consent of the other party.

13.10  Any notice to be given under the GTC will be in writing and will be sent by email to the email address of the relevant party.  Notices sent according to this clause 13.9 will be deemed to have been received on the next Business Day after the day on which it was sent.

13.11  The validity, construction and performance of the Contract or the GTC (or both) shall be governed by Georgia law.

13.12   The GTC and the Contract will be governed by and construed in accordance with the laws of the State of Georgia, without reference to conflict of laws principles.

13.13   In the event of any controversy or claim arising out of or relating to this Agreement or its validity, or a breach thereof, the Parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution.

13.14   If the Parties do not reach settlement within a period of twenty (20) days, the parties hereto shall submit the dispute to mediation.  If by then the Parties do not reach a settlement within a period of thirty (30) days, then, upon notice by any Party to the other(s) any unresolved controversy or claim arising in connection with this contract or its validity shall be finally determined by arbitration administered in accordance with the Arbitration Rules of the American Arbitration Association (AAA) without recourse to the ordinary courts of law.

13.15   The number of arbitrators shall be one (1), except in the event of a controversy or claim that implicates or seeks the termination of this Agreement for any reason, in such cases, the number of arbitrators shall be three (3).

13.16   The place of arbitration shall be Atlanta, Georgia.  The language of the arbitration shall be English. The applicable substantive law is the law of Georgia.

13.17   Each party agrees to execute, acknowledge and deliver such further instruments, and do all further similar acts, as may be necessary or appropriate to carry out the purposes and intent of the Contract.

13.18  Clauses 1, 7, 8, 10, 11, 12 and13 will survive the termination of the Contract.