1. Definitions

1.1‘Semente’, ‘our’, ‘us’ and ‘we’ means and refers to Semente Translations and Copywriting Limited, a company incorporated in Macau SAR, with registered office at Room E, 24/F., Tower ;1, La Cité, 97 Rua da Pérola Oriental, Macau SAR.

1.2. ‘You’, ‘your’ and ‘the client’ means and refers to the person (whether an individual, firm, company or other body) who orders Output from and enters into contractual obligations with Semente.

1.3 ‘Conditions’ means these standard terms and conditions as set out below and any special terms and conditions agreed in writing by Semente.

1.4 ‘Confidential Information' means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Output.

1.5 'Intellectual Property Rights' means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information, Translation Memory and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.

1.6 'Order' means a purchase order for the Output provided by you from time to time.

1.7 ‘Contract’ means the contract between the client and us, and consisting of the order from the client and the Conditions.

1.8 ‘Delivery Date’ means the date specified by Semente when the Output is to be delivered.

1.9. ‘Relevant Date of Acceptance’ means the date we issue a confirmation of your Order or when we deliver the Output to you.

1.10 ‘Price’ means the price for the Output.

1.11 ‘Output’ means and refers to the physical result of the services of Semente or any agents or affiliates thereof, including (but not necessarily limited to) translations of the Source Material, text in the form of sales copy, information based copy, technical writing, consultancy or results of any other form for which time and effort have been invested by Semente including but not necessarily limited to that as a result of direct, indirect or implied instruction from the client.

1.12 ‘Source Material’ means and refers to the document or documents, briefs, specifications, requirements and/or any other data or materials provided to Semente by You for the purpose of providing the Output agreed to in writing or email by Semente, including but not limited to information contained in computer programs, disks, records or any other machine readable form or records kept other than in a legible form, but capable of being produced into a legible form.

2. Conditions Applicable

2.1 These Conditions shall apply to all contracts for the provision of Output by Semente to You to the exclusion of all other terms and conditions, including any terms or conditions referred to by the Client or which You may purport to apply. Any variation of these Conditions must be confirmed in writing or email by a director of Semente.

2.2 Information provided on our website, or in any other published material, is intended to be a general description only and does not imply any terms or conditions into any contract between You and Semente.

2.3 All orders for Output shall be deemed to be pursuant to these Conditions.

2.4 Acceptance of delivery of the Output shall be deemed conclusive evidence of Your acceptance of these Conditions.

3. Price and Payment

3.1 Semente’s quotations are given on the basis that the terms quoted will remain open until we issue a confirmation of your Order or when we deliver the Output to you.

3.2. Unless otherwise stated, prices are in Hong Kong Dollars.

3.3. Discounts included on quoted prices are only applicable if invoices are paid within 30 days of receipt.

3.4. Quotations in a currency other than Hong Kong Dollars are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.

3.5. Payment shall be made within 30 days from the date of invoice. All payments shall be made without deduction or set-off of bank charges.

3.6. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle us to suspend further work both on the same order, and on any other order from you, without prejudice to any other right we may have.

3.7. We reserve the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the Hong Kong Dollar prime rate.

4. Delivery

4.1 Any dates given by Semente for the delivery of the Output are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate Your contract with Semente, or to claim any damages in relation to the same.

4.2 Semente will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-performance by suppliers or sub-contractors, shortage of labour, an act of God, fire, inclement weather conditions, industrial action, hostilities, government order or intervention (whether or not having the force of law) or any other cause whatever beyond Semente’s control or of an unexpected or exceptional nature.

4.3. Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the Output shall pass to you on delivery.

5. Your Responsibility and Liability

5.1 You accept liability for payment of the specified balance, based on the work defined in labour hours against our standard pricing structure where pricing is not separately defined, as at the relevant date of acceptance.

5.2 You accept to act in good faith prior to, during and throughout the lifespan of this agreement, and ensure prompt payment of all balances outstanding upon request. You also accept responsibility of ensuring payment of interest charged at the Hong Kong Dollar prime rate on balances outstanding past any specified credit terms.

5.3 You accept to provide all requested information including but not limited to briefs, specifications, requirements and/or any other data which may be relevant to the project.

5.4 All Source Material must be suitable for the purpose of the Output, and must be delivered to Semente in such format and at such time as Semente shall specify.

5.5 All amendments or additions to the Source Material must be delivered to Semente clearly indicating how such amendments or additions relate to the previously submitted Source Material.

5.6 The prices for incorporating such amendments or additions into the Output will be determined by Semente in its sole discretion, taking into account such factors as the extent or such amendments and/or additions and the amount of work already completed by Semente, and without the need for further consultation with You. By submitting any such amendments or additions to the Source Material You agree to pay such price for their incorporation.

6. Your Warranties in Relation to the Source Material

You represent and warrant that you own or are licensee of the Source Material insofar as is required by law, and that translation, modification or adaptation of the Source Materials shall not infringe any copyright, trademark, patent, or other right of any third party.

7. Our Responsibility and Liability

7.1 The Output shall be carried out using all reasonable care and skill in accordance with the standards of the industry.

7.2 We shall use all reasonable skill and care in selecting copywriters, translators, interpreters, linguists and other personnel used in producing the Output.

7.3 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Output shall be incorporated unless expressly set out in the Contract.

7.4 You acknowledge that any Source Material and Output submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Source Material or Output.

7.5 You must notify Semente of any error or fault in relation to the Output within 10 days of delivery or provision of the same. After such time Semente will not be liable to You in relation to any such error or fault.

7.6 Semente will correct the following errors without further charge to You, should they be notified in accordance with clause 7.5 above: outright mistranslation, omission, typographical error, grammatical mistake, or non-adherence to any approved glossary or reference work.

7.7 Semente takes no responsibility for stylistic error where no style guides have been accepted or specified by Semente in advance as applying. Both parties understand that translation is not an exact science and no two translators will translate any text in the same way as each other.

7.8 Our entire liability to you under any Contract, including but not limited to in respect of the Output, shall not exceed the price payable to us by you under the Contract to which any claim relates.

8. Rights of Semente

8.1 Semente retain the right to terminate this agreement at any time with retrospective effect, if the client has acted in a means so unreasonable as to materially jeopardize, or otherwise render this agreement incapable of completion. Semente additionally retain the right to utilize full discretion in determining breach of the above clause, whilst endeavouring to ensure good faith and reasonableness in all proceedings towards the furtherance or completion of the contract.

8.2 In the event of termination of this agreement, Semente may be entitled to request payment in part or in full, to represent the value of our work, considering planning, researching, writing and all other processes which may or may not apply in the specific circumstances.

8.3 Semente reserve all rights as to Output and expressly prohibit the reproduction in part or in whole of any Output or any identifiable concepts contained therein until finalised payment of the balance payable by the client.

8.4 Semente reserve the right to re-structure payment in a manner deviating from the standard pricing structure (which is available on request) where deemed appropriate.

8.5 Semente also reserve the right to receive a payment in deposit up to or in excess of 50% of total estimated job cost prior to commencing input.

9. Intellectual Property Rights

9.1 The Output, together with all associated intellectual property rights, shall remain the property of Semente until You have paid Semente in full for the Output, following which they shall vest in you, whilst Semente retain the specific right to utilise the Output in whole or in part as a contribution towards portfolio, writing samples, or any other reasonable promotional tool, with the exception of Output expressly defined as ‘ghost-writing’.

9.2. All intellectual property rights in the Source Materials shall vest in You at all times. Notwithstanding, You acknowledge that Semente is the sole and exclusive owner of all right, title and interest in and to (i) all methodology, information, software, and databases used in translating, modifying and/or adapting the Source Materials, and (ii) any inventions, methodology, innovations, know-how and databases developed by Semente in the course of producing and/or providing the Output.

10. Confidentiality

Semente will not disclose any of Your confidential information to any person other than ;authorised employees or authorised subcontractors, save insofar as is necessary for the ;performance of any contract between Semente and You, or insofar as such information is already ;a matter of public knowledge, or if we are required to do so by law.

11. Indemnity

You shall indemnify, defend and hold harmless Semente, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses,damages, costs and expenses, including all legal fees resulting from, arising out of, or incident to, any suit, claim or demand based on: (i) Your breach of the covenants, representations and warranties made by You in these Conditions; (ii) the manufacture, advertisement, promotion, sale or distribution or any items by You; (iv) any taxes, duties, levies, tariffs, or like fees that may be imposed by any government or collection authority upon the manufacture, advertisement, promotion, use, import, licensing or distribution of the Source Material, Works or product of the Services; and/or (v) any claim that any element of the Output infringes any copyright, trademark, patent or other proprietary rights.

12. Termination

In the event that You cancel, delay or reduce the scope of any contract between You and Semente, for any reason at any time after such a contract has been made, the full price of the Output shall remain payable unless otherwise agreed in writing in advance. Following such payment any Source Materials, and completed Output, will be made available to You.

13. Data Protection

Each party shall ensure in that in the performance of its obligations under these Conditions it will at all times comply with the relevant provisions of Law No. 8/2005 (Personal Data Protection Law).

14. Interpretation

If for any reason any part of these Conditions is or becomes invalid or unenforceable it will be severed from the Conditions so that it is ineffective to the extent that it is invalid or unenforceable, but no other provisions of the Conditions shall be rendered invalid, unenforceable or be otherwise affected.

15. Applicable Law and Jurisdiction

15.1 These Conditions and any contract between You and Semente shall be governed by and construed in accordance with the law of the Macau Special Administrative Region of the People's Republic of China (‘MSAR’).

15.2 The parties hereby submit to the exclusive jurisdiction of the courts of MSAR.

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