Terms and Conditions

SEI USER AGREEMENT

The following terms and conditions constitute a legally binding agreement between

SIMPLY ENGLISH INTERNATIONAL LTD, incorporation number 07898584, registered office at
16 Weydon Hill Close, Farnham, Surrey, GU9 8PA, England (‘SEI’)

And

YOU (‘the Client’) as a user of our Services.

By using any of our Services, you agree to be bound by these terms and conditions.

1.     DEFINITION AND INTERPRETATION

1.1.     In this Agreement the following expressions shall have the meanings assigned to them unless the context otherwise requires:-

Agreement shall mean this agreement (as accepted).

Client or Clients means any company or individual who receives Services (as defined below). 

Editing means the preparation for publication, or for other purposes, by SEI of Text; and includes, but is not limited to, correcting, shortening, restructuring, rewriting, reformatting, and otherwise improving the Text.

Party or Parties means a party or the parties to this Agreement. 

Proofreading means the checking and correction by SEI of errors of grammar, punctuation and style (and other aspects of writing as may be specifically agreed between SEI and the Client) in Text. It specifically does not include, unless agreed otherwise between SEI and the Client, Editing functions (as defined above). 

SEI Team Member means an individual working for SEI either as an employee or as an independent contractor. 

Services means Proofreading, Editing and/or Translation (as defined in this Agreement) provided by SEI to the Client on a commercial basis for financial gain.  

Text means all textual material written or prepared by SEI or the Client, or by a third party acting on SEI or the Client’s instructions, in printed or electronic format, that is submitted to an SEI Team Member for Proofreading, Editing or Translation. 

Translation means the expression by SEI of concepts written in Text in one (source) language equally clearly in a second (target) language.  

1.2.     The headings in this document are inserted for convenience only and shall not affect the construction of the Agreement.

1.3.     Words importing the masculine gender shall include the feminine gender.

1.4.     Words importing the singular shall include the plural.

2.     PAYMENT

2.1.     All prices will be given by SEI to the Client upon request in UK Pounds by default, or in US dollars or Euros if requested by the Client. Credit and debit cards and PayPal accounts will be charged in the currency requested by the Client at the time of ordering.

2.2.     SEI reserves the right to vary their prices at any time. However, once an order has been placed and payment has been received, Clients will not incur any additional costs unless they change the specifications of the agreed order.

2.3.     In general, payment should be made by direct bank transfer (preferred) or through PayPal. It may be possible to accept cash or cheque payments, but this will be agreed between the Client and SEI on a case by case basis.

2.4.     Orders will be executed only upon receipt of full payment, according to the value of the order, unless other payment terms have been agreed in writing by SEI to the Client.

2.5.     Cancelled projects will be charged according to the amount of work that has taken place at the time of cancellation.

3.     PROJECT SUBMISSION

3.1.     Projects must be submitted by email to SEI unless otherwise mutually agreed between the Parties.

3.2.     SEI will assign the Client’s work to an SEI Team Member with equivalent or higher experience and expertise to suit the Client’s assignment/s.

3.3.     Files processed by SEI will be retained and remain available to the Client for a period of six (6) months after completion unless otherwise mutually agreed between the Parties.

3.4.     It is the Client’s responsibility to determine the suitability of SEI’s Services for the Client's requirements. SEI will not accept any responsibility for loss or inconvenience of any kind if their Services do not meet the specific requirements of the Client.

3.5.     SEI reserves the right to refuse to process any source material that is of an offensive nature, defamatory, obscene, in breach of any statutory or regulatory obligation, or is otherwise considered inappropriate by SEI, whose decision shall be binding and conclusive.

4.     DELIVERY

4.1.     Work will be returned to the Client in the format specified at the time of order, according to the type of service requested.

4.2.     Delivery times may be varied by the mutual agreement of the Parties in circumstances including, but not limited to, the following:

4.2.1.         the scope of the Project is enlarged by agreement between the Parties following commencement;

4.2.2.         the Project is delayed through the fault of the Client;

4.2.3.         the Project is suspended at the request of the Client.

4.3.     SEI always applies its best efforts to deliver work at the required time specified by the Client at the point of ordering. However, there may be rare occasions that this cannot be accomplished due to circumstances beyond SEI’s control. SEI do not accept liability for any claims resulting from a delay in delivery. SEI reserves the right to amend the delivery time if circumstances dictate, but will in such cases make all reasonable efforts to contact and inform the Client.

4.4.     SEI’s Services will meet the highest standards at all times. All processed documents are rigorously checked and rechecked for accuracy, but it is not possible to offer a guarantee that every document will be 100% free of errors. Such errors shall not be held as detrimental to the performance of SEI’s contractual obligations with the Client.

4.5.     SEI will make every effort to resolve ambiguities and suspected errors or omissions in the source material, in consultation with the Client if necessary, but they will not be liable for any loss or inconvenience to the Client or any third parties arising from any errors or omissions that do not fall within SEI’s stated remit of Services to be provided.

4.6.     Source material will be virus checked upon receipt by SEI.

4.7.     The Client has ten (10) days from receipt of the processed order to inform SEI of any errors or omissions. Any errors or omissions accepted by SEI as clear and unambiguous will be corrected free of charge and within a reasonable timeframe. In the case of disagreement over style, emphasis or the like, SEI reserves the right to make a further charge for any additional work performed. If the Client does not inform SEI of any errors or omissions within the aforesaid timeframe, it will be understood that the Client has provided their approval of the Text.

4.8.     SEI will make as many rounds of corrections to their work as necessary in response to clear and unambiguous errors or problems reported by the Client to ensure the Client is satisfied with the final document.

4.9.     Although SEI shall take every care in the provision of Services to the Client, the content and accuracy of Text remains at all times the responsibility of the Client. Approval by the Client of Text that has been worked upon by SEI, or publication of such Text, implies the Client’s acceptance of legal responsibility for the accuracy and content of the Text. The Client shall have sole liability for any costs incurred in rectifying errors in the Text discovered after the Client’s approval of the Text has been communicated to SEI.

5.     COPYRIGHT

5.1.     The Client warrants that processing of the source material and publication, distribution, sales or other use of the processed order shall not infringe upon any copyright, trademark or patent, or other right of any third party.

5.2.     All right, title and interest of any kind whatsoever in the source material and processed documents shall remain the sole and exclusive property of the Client.

6.     CONFIDENTIALITY

6.1.     The nature of the work performed and any information transmitted to SEI by the Client shall be confidential and shall not without the prior consent of the Client be disclosed to any person other than authorised employees or subcontractors of SEI whose job performance requires such disclosure, except to the extent that SEI is required by law to disclose such information or that it has become a matter of public knowledge other than by disclosure by SEI.

7.     TERM AND TERMINATION

7.1.     The term of this Agreement will begin on the date that SEI received payment from the Client to provide Proofreading, Editing or Translation and will continue until one (1) year after the date that all such Services are completed and the associated Text has been approved by the Client, unless this Agreement is terminated earlier in accordance with any of the Clauses of this Agreement.

7.2.     In the event that the Client breaches this Agreement, SEI shall have the right to terminate it immediately, whereupon the Client shall pay the full purchase price agreed for the Services completed up to the date of termination.

7.3.     In the event that SEI breaches this Agreement, the Client shall have the right to terminate, whereupon SEI shall return to the Client all source material and data supplied by the Client together with all processed documents that exist at the date of termination. In such event, the Client shall pay SEI for all work performed up to the date of termination.

8.     LIABILITY

8.1.     SEI shall not be liable for any damages or loss of any nature whatsoever, nor for any claim against the Client by any other person or entity, arising from or relating to Services performed by SEI.

8.2.     SEI shall not be responsible for any loss or damage to any source material.

8.3.     The maximum liability to the Client by SEI shall in all cases be limited to the value of the order.

9.     INDEMINTY 

9.1.     The Client shall indemnify, defend, and hold harmless SEI, its partners, employees, representatives, agents, successors and assignees from and against any losses, damages, costs and expenses, including reasonable legal fees, arising out of or incidental to any suit, claim or demand based on:

9.1.1.         the performance of this Agreement by either Party;

9.1.2.         the Client's breach of the warranties and undertakings made by it herein;

9.1.3.         the manufacture, advertisement, promotion, sale or distribution of any items by the Client;

9.1.4.         any taxes and duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by the Client;

9.1.5.         any claim that any element of any processed order infringes any copyright, trademark, patent, or other proprietary right.

9.2.     All disclaimers, indemnities and exclusions in the Agreement shall survive termination for any reason.

10.  RESTRICTIONS ON ACTIVITIES

10.1.   The Client is encouraged although not obliged to acknowledge SEI’s Services in print within any documents that SEI has worked upon. However, the Client may not refer to SEI in any way as having been associated with Text that has been amended since it was provided by SEI to the Client, without SEI’s express written consent.

10.2.   The Client shall not without the prior written consent of SEI, alone or with others, whether directly or indirectly, and whether for the benefit of the Client or any other legal person during the term of this Agreement and for a period of twelve (12) months immediately following the date on which this Agreement terminates (howsoever that termination occurs) offer employment to, or solicit or entice away or seek to be enticed away from SEI, any person who, during the term of this Agreement, was employed or engaged by SEI.

11.  ENTIRE AGREEMENT

11.1.   SEI may modify the terms of this Agreement at any time. However, the Client will not be subject to the new terms on any orders submitted and paid for prior to the date the terms were adjusted unless the Client changes the specifications of the agreed order.

12. LAW AND VALIDITY

12.1.   The provisions of this Agreement and any rights of SEI hereunder shall be without prejudice to and in addition to its rights arising at law or otherwise.

12.2.   If one or more of the provisions of this Agreement is illegal or unenforceable in any respect, this shall not affect or impair the validity, legality or enforceability of the remaining provisions.

12.3.   Failure either by SEI or the Client to exercise any right or remedy under or in accordance with these terms and conditions does not constitute a waiver of that right or remedy.

13.  JURISDICTION

13.1.   This Agreement shall be governed by and construed in accordance with the Law of England. SEI and the Client each agree that any dispute arising under this Agreement shall be decided in the English Courts, which shall have the sole jurisdiction in any such matter.