ACCEPTANCE OF TERMS AND CONDITIONS
The contracting of the services of Semos Language Services Limited (hereafter referred to as “Semos”), and, where necessary, the entering into negotiations by any individual or organization (hereafter referred to as “a prospective client” or “the prospective client”) with respect to the possible contracting of such services, implies acknowledgement and acceptance of the company’s terms and conditions as detailed below:
1. Copyright
Ownership of copyright relating to any materials submitted by the client to Semos is retained by the client throughout. This extends to any materials developed by Semos, its employees and contractors in pursuance of the contracting of the services of Semos by the client.
Semos will return to the client and/or destroy any copies in any format of any materials submitted to Semos by the client or prospective client, in accordance with the wishes of the client or prospective client.
The provisions of this clause also apply to any material submitted by a prospective client to Semos for assessment purposes.
All Semos consultants, including employees and contractors, sign a declaration acknowledging and agreeing to the provisions of this clause.
Semos and its linguists are bound by the provisions of this clause in perpetuity.
2. Confidentiality
All Semos consultants are bound by confidentiality agreements. Semos only gives its consultants as much information as they need to do the work. Semos will not divulge a client’s details, or the details of any work, to any third party, unless it believes that it has an obligation to do so by law. If a client wanted Semos to pass any information on to a designated individual or organization, the client would need to instruct us explicitly to do so.
The provisions of this clause also apply to any material submitted by a prospective client to Semos for assessment purposes.
All Semos consultants, including employees and contractors, sign a declaration acknowledging and agreeing to the provisions of this clause.
Semos and its consultants are bound by the provisions of this clause in perpetuity.
3. The Semos – client contractual relationship
Once a prospective client provides Semos with enough information, Semos will decide whether it can undertake the work. If so, Semos will then calculate a fee. Once the prospective client agrees to the fee and any supplementary terms and conditions, the prospective client and Semos enter into a contractual relationship. At this point the prospective client becomes a client. Neither Semos nor the client is committed in any manner whatsoever or at any time whatsoever to enter into a further contractual relationship with the other.
With respect to translations of less than 1000 words in length, texts may be submitted, payments processed and contractual relations entered into online. Semos reserves the right, nonetheless, the refuse to provide service without giving a reason. Under these circumstances, the payment would be returned in full to the client.
4. Semos’ obligations
Semos agrees to carry out work in accordance with the specifications of the client. These specifications include the nature of the work (e.g. type of work, length, languages, style) and when and how the work is to be delivered to the client. If Semos fails to adhere to the specifications, then, subject to any restrictions resulting from other clauses in this document, the client reserves the right to terminate contractual relations and refuse payment or demand a refund. In this event, any materials developed by Semos, not yet delivered to the client, would be destroyed.
5. Limitation of liability – effectiveness
Although Semos aims to provide language services of an exceptionally high standard, this does not constitute a guarantee that any work carried out by Semos for the client will have the effect intended or desired by the client. Semos thus limits its liability in this respect to the fullest extent possible in law.
6. Limitation of liability – delivery
Semos is not responsible for any delays to the delivery of its services caused by circumstances beyond its control, including, but not limited to, technical problems, such as server issues, and natural or public calamities such as flooding, fire, and acts of terrorism or state of war. Semos thus limits its liability in this respect to the fullest extent possible in law.
7. Limitation of liability - general
Semos is not responsible for any material, reputational or other losses suffered or believed to be suffered by the client as a result of any work carried out by Semos for the client. Furthermore, the client agrees to indemnify Semos, its officers, employees, and contractors against any material or other losses suffered or believed to be suffered by any third party as a result, wholly or partially, of the publication or distribution by the client of any work carried out for the client by Semos.
The client also indemnifies Semos against any losses whatsoever sustained as a result of damage to computer hardware or software as a result of the distribution of a computer virus. The client indemnifies Semos against any such damage sustained by third parties, where the client has been instrumental, however unwittingly, in the virus' spreading.
6. Indemnification – against violation of copyright by client
Where Semos believes that an infringement of the intellectual property of a third party has been committed by the client, or would be committed by the publication of any materials developed by Semos for the client as a result of information supplied to Semos by the client, Semos will refuse to undertake the work.
Furthermore, where the intellectual property of any third party is infringed by the publication of materials developed for the client by Semos using information supplied to Semos by the client, and where Semos has not been aware of any such infringement, the client agrees to indemnify Semos against any actions brought by any third party in any jurisdiction.
7. Indemnity - content and purpose of work
Semos will refuse to carry out any work which it believes will result in the publication and/or greater dissemination of any materials which incite violence, hatred or discrimination in contravention of national and international laws.
In the case of translation, editing and proofreading, Semos will never modify any sentiments or claims expressed in any text. In the case of writing, Semos will produce a piece of work in accordance with the client’s specifications. In either case, Semos does not endorse or identify itself with any materials it develops for clients. The client is the author of any material developed by Semos, which the client chooses to publish.
Semos is not to be held responsible for any legal action whatsoever, criminal or civil, brought by any individual, organization or government, in any jurisdiction, resulting from the publication of materials developed by Semos for the client. The client agrees to indemnify Semos against all such actions.
9. Payment
The method and schedule of payment(s) made to Semos by the client as consideration for services provided will be agreed at the outset.
10. Duration of contractual relations
The contractual relationship between Semos and the client begins at the point at which the prospective client accepts the fee proposed by Semos and any supplementary terms and conditions. The contractual relationship between Semos and the client ends when the work in question is completed and delivered to the client and when the client has paid Semos. Although Semos seeks to cultivate long-term relationships with individuals and organizations and welcomes and at times makes provision for repeat custom, neither Semos nor the client has any contractual obligation to the other in this regard.
11. Termination of Contractual relations and voiding of obligations
Where either Semos or the client has breached any of the terms and conditions set out in this document, or any terms and conditions alluded to therein but as yet undefined, the other party may terminate contractual relations.
12. All relations and transactions between the client and Semos are to be governed by the laws of