General Terms and Conditions for translation services

A  General

1    About Semantix

For the purpose of these General Terms and Conditions, ‘Semantix’ hereinafter refers to Semantix Group Holding AB and/or any other company in the Semantix Group with which a Customer enters into an assignment agreement.

2    Application

These General Terms and Conditions are applicable to all assignments for translation and/or related services, accepted by Semantix and the Customer unless otherwise agreed in writing or required by law.

B  Assignment

1    Acceptance of assignment

An assignment agreement is entered into when the Customer accepts the price estimate proposed by Semantix in respect of an assignment or the parties come to a specific agreement. To the extent that an assignment is initiated or implemented without a written contract or acknowledgement of order, the relevant parts of these General Terms and Conditions shall apply.

Semantix reserves the right to decline an assignment if Semantix considers the assignment to contain a criminal element or if the nature of the assignment in general is in breach of Semantix’ Ethical Policy or Code of Conduct. Semantix also reserves the right to decline an assignment if the Customer fails to satisfy Semantix’ credit policy.

2    Implementation and basis of assignment

The work of Semantix is carried out with accuracy and care by competent personnel and in accordance with the assignment agreement entered into by both parties. Semantix abides by the Code of Good Practice appropriate to its line of work. Unless otherwise agreed by Semantix and the Customer, Semantix will employ the methods and standards pertinent to its work.

The Customer shall provide Semantix with the material required in order for Semantix to carry out the assignment in accordance with the assignment agreement whereupon Semantix shall notify the Customer if it is not in receipt of the full material required. If the necessary material is not received from the Customer, Semantix is entitled to an extension of delivery in addition to compensation for any expenditure incurred. If the absence of the material required renders it significantly more difficult for Semantix to carry out the assignment, Semantix has the right to terminate the assignment with immediate effect whereupon Semantix shall be entitled to compensation from the Customer for work carried out until the date of termination in addition to the cost of terminating the assignment and loss of revenue.

3    Terms of delivery

Terms of delivery are agreed in association with each individual assignment contract.

4    Delay in delivery

Should a delay in delivery from Semantix occur for reasons that do not involve the Customer and such delay is not accepted by the Customer, the Customer will be compensated for the delayed part of the delivery with up to 3 % per week or a maximum of 15 % of the total order value. If a delay in delivery entitles the Customer to the maximum amount of compensation, the Customer has the right to terminate the delayed part of the assignment. If the Customer decides to terminate the delayed part of an assignment, no additional compensation other than the compensation specified herein is payable.

If a delay in delivery from Semantix is considered significant given the volume and frequency of the assignment, the Customer is entitled to terminate the assignment with immediate effect and, if relevant, is liable to pay for the completed parts of the assignment with a deduction for the compensation specified herein. No other sanctions shall apply owing to a delay in delivery from Semantix. 

5    Liability for fault or defect

Semantix is liable for any fault or defect arising from the implementation of an assignment that is not of insignificant importance to the Customer unless the fault or defect is caused by a fault or defect in the original material submitted by the Customer or any other circumstances of the Customer. In the event of a fault or defect arising from the performance of Semantix, such fault or defect shall be corrected at the expense of Semantix.

If making a complaint about a delivery of material, the Customer shall file its complaint within fourteen (14) days from the date of delivery. Semantix reserves the right to request payment as per applicable pricelist for any amendment made as a result of a complaint filed subsequent to this period. An amendment made as a result of a complaint filed over sixty (60) days after a delivery of material is always considered to be a new assignment and dealt with accordingly. 

6    Confidentiality

Confidential documents and files made available to Semantix in connection with an assignment are treated as strictly confidential and will not be disclosed to a third party without the approval of the Customer with the exception of Semantix’ members of staff or authorised advisers or consultants. Semantix shall ensure that all relevant members of staff, advisers and consultants have signed a Confidentiality Agreement vis-à-vis Semantix to the same effect. Confidential information does not include information that is or will be known to the general public or that in any other way (unrelated to the assignment) is received by Semantix.

Unless the Customer has requested in writing that Semantix use a specific alternative delivery mode, Semantix is not in breach of the confidentiality clause above if delivering the assignment to the Customer via the same delivery mode used by the Customer to supply the original and related material to Semantix.

7    Ownership and right of use of end product

The end product of the assignment submitted to the Customer is the property of the Customer for unconditional use subject to Semantix having received full payment. However, Semantix is entitled to have free disposal and use of glossaries and translation memories created in conjunction with the assignment.

C  Price etc.

1    Price of assignment

The price is agreed on an individual assignment basis.

2    Amendments and supplements

a) If the Customer asks for an amendment to be made to the agreed schedule, Semantix is entitled to charge the Customer for the extra work involved with such amendment as per applicable pricelist.

b) If the Customer wishes to make any other amendment to the assignment, Semantix is entitled to deduct a surcharge in addition to the agreed price. Such amendment includes the addition of supplementary conditions. The surcharge deduction is made in line with the applicable pricelist whereupon Semantix is required to update the relevant terms of delivery and price in line with the amendment made.

3    Termination

The Customer is entitled to terminate an assignment prior to delivery conditional on the Customer compensating Semantix for the work carried out prior to notice of termination in addition to the cost of terminating the assignment and loss of revenue.

4    Travel time etc.

Any relevant compensation for travel time is specified in the price estimate or acknowledgement of order. A surcharge applies to travel time outside ordinary working hours unless such travel time is included in the agreed price.

In the event that compensation for travel time and subsistence allowance has not been agreed, Semantix will charge the actual cost of travel time and subsistence allowance in compliance with the Travel and Subsistence Code or applicable collective agreement.

5    Value Added Tax

The price listed in the assignment contract or price estimate proposed by Semantix does not include value added tax except when intended for private individuals.

6    Terms of payment

Semantix will invoice the Customer upon completion of the assignment and following a credit rating. All invoices are payable within ten (10) days from the date of invoice. Interest on overdue payments is charged in accordance with  respective countrys Interest Act (for example the Swedish Interest Act (1975:635)).

Due to the nature of the assignment or the customership, Semantix is entitled, if it so deems necessary, to request the issue of a monthly or advance invoice. In case of monthly invoicing, Semantix will charge for the work carried out throughout the month adding up to the total price of the assignment.

In case of advance invoicing, 30 % of the agreed or estimated total price is invoiced at the time of accepting the order. When an assignment incorporates a number of part deliveries, Semantix will only issue an advance invoice if the value of one or more of the part deliveries exceeds EUR  10,000 and the estimated delivery period is over thirty (30) days. The invoice amount is then calculated on the basis of the agreed or estimated price of the part delivery.

7    Overdue payments

Semantix is entitled to terminate the assignment in the event of the Customer being in arrears with payments of significance importance to Semantix. Semantix is also entitled to claim compensation from the Customer for work carried out until the date of termination in addition to the cost of terminating the assignment and loss of revenue.

D  Other terms and conditions

1    Legal infringement

Semantix is liable to ensure that the services offered by Semantix do not infringe on the rights of another entity such as a patent, brand name or copyright subject to and in so far as the material submitted to Semantix forming the basis of the services offered by Semantix, do not infringe on the rights of another entity such as a patent, brand name or copyright. The Customer is liable to ensure that the material submitted to Semantix and subsequent handling of such material does not infringe on the intellectual property rights of another entity. The Customer shall indemnify Semantix for any claims made by a third party in connection with an assignment carried out by Semantix on behalf of the Customer.

2    Limited liability

Aside from these General Terms and Conditions, the Customer cannot make a claim against Semantix in connection with an assignment. The Customer is not entitled to any compensation for loss of production, loss of revenue or any other indirect damage and on no account is Semantix liable for damage in connection with the payment of compensation to a third party. As regards delivery of an assignment by electronic means or data media (e.g. CD), Semantix shall not be held liable for any damage caused by a so-called computer virus or any other problem beyond the control of Semantix. Moreover, Semantix disclaims all liability in connection with a problem that occurs as a result of the Customer using the end product of the assignment or that is pertaining to the technical equipment or software used by the Customer or another entity. The liability of Semantix and its subcontractors is limited to an amount equal to the agreed total value of the assignment.

In order to be able to provide entitlement to compensation, any claim for damages shall be submitted to Semantix in writing as soon as possible after the damage has been discovered, and no later than six (6) months after completion of the assignment.
3    Force majeure

Semantix shall not be held responsible for any loss caused if Semantix or its subcontractors are late in delivering an assignment due to unforeseen circumstances beyond the control of Semantix or its subcontractors, including but not limited to illness, fire, stroke of lightning, natural disaster, strike, boycott, industrial conflict, war, mobilisation or unexpected call-up for military service, exchange currency restrictions, insufficient or deficient power supply, telecommunications including network communications, insurrection and riots or any other comparable circumstance or unanticipated Government action.

4    Personal Data

4.1  Processing of personal data

Documents sent to Semantix for processing may contain personal data. To the extent Semantix process any personal data on behalf of the Customer the terms of the Data Processing Agreement and Model clauses, attached hereto as Appendix 1A and 1B, shall apply.

As the Data Controller, it is the Customer’s responsibility to obtain consent from data subjects mentioned in documents sent to Semantix for processing or to make sure that another legal basis for the processing is in place.

4.2     De-identification

When processing documents, Semantix may use CAT tools that store the content of the documents (including the personal data) in a translation memory specific to the Customer. If Semantix may not store the personal data from Customer documents in translation memories or other databases as part of the processing, the Customer must de-identify documents before sending them to Semantix for processing.

4.3     Storage

Semantix stores customer project files on our file servers for 2 years, after which they are deleted. Translation projects handled in Memsource are deleted from Memsource after one year. The content of translation memories will be stored for as long as the Customer wishes us to store it. The content of Machine Translation engines is relations between uses of words in phrases used for algorithmic purposes. As such linguistic assets can never be retrieved from a trained machine translation engine.

4.4     Ownership

The data stored in translation memories and other databases used for processing Customer documents are the Customer’s data, and Semantix processes the data according to the Customer’s instructions.

4.5     Deletion

If personal data needs to be deleted from translation memories and other databases, Semantix would either delete the entire translation memory and/or database, or charge a fee for filtering out the data, where possible.

5    Governing law and court

The interpretation and application of these General Terms and Conditions shall be governed by Swedish law.

Any disputes relating to the validity, interpretation or application of these general terms and conditions shall be decided at a public court, with Stockholm District Court as the court of first instance, or by a Finnish, Danish or a Norwegian court of law if requested by a Semantix company based in Finland, Denmark or in Norway.