Ownership - Copyright and General Contract Terms governing services Copyright

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Ellogos Linguistic Services owned by Giorgio Koutsantonis will in no way be held responsible for any damage incurred due to the incorrect, pernicious or unauthorised use of the contents of the domains. Similarly, Ellogos Linguistic Services owned by Giorgio Koutsantonis cannot in any way be held liable for the transmission of viruses that may infect the computer equipment used to explore said domains.

General Terms of Contract governing services

Preamble
The General Contract Terms herein are considered a legally binding contract between the Client and Ellogos Linguistic Services pertaining to the supply of translation, localization or globalisation consultancy services agreed by the Client and Ellogos Linguistic Services. In the event of a disagreement or controversy on any communication, proposal, contract, promotional material or agreements, the General Terms herein shall apply. The forwarding of Source Material (as defined below) entails the acceptance of all the General Contract Terms by the Client.

1. Definitions
1.1. "Translator" indicates Ellogos Linguistic Services.
1.2. "Client" indicates the natural person or legal entity stipulating this contract.
1.3. "Source Material" indicates the documents and other material provided to the Translator for translation, localization or globalisation consultancy services governed by the Terms herein.
1.4. "Target Material" indicates the final version of the Source Material, or any reports relating to the consultancy services for globalisation.

2. Rates
2.1. The agreed service shall be provided by the Translator and computed according to the terms and rates illustrated in the quote.
2.2. All quotes and quotations - whatever the format - must be considered not binding for both the Translator and the Client, barring any specific clause specifying otherwise, and will be valid for a maximum of thirty (30) days.
2.3. The Translator reserves the right to amend the prices and rates and/or delivery time frames stated in any previous quotes on receipt and evaluation of the complete Source Material for translation.
2.4. The Translator shall notify the Client of the estimated additional costs or changes in the delivery deadline before starting on the translation.

3. Quality of the service and of the Source Material
3.1. The Translator shall provide the service based on his own quality standards and procedures, translating any special terms according to their usual and conventional meanings, or based on glossaries previously approved by the Client.
3.2. All Source Material must be legible and delivered to the Translator in the format and time frames agreed upon by the Translator and the Client.
3.3. The Translator will not be held liable for any delivery delays due to incorrect, late or non provision of the Source Material.

4. Changes or additions to the Source Material
4.1. All changes or additions to the Source Material must be forwarded to the Translator with a clear indication of the amendments and the position of any such amendments in the document previously provided.
4.2. The costs and time frame required to make any changes or additions to the Source Material in the target translation in progress will be calculated according to the quantity and type of amendments and the percentage work already completed.
4.3. The Translator will give the Client an estimate of the time and additional costs required before making any such amendments or additions.

5. Corrections
5.1. The Translator will correct the following errors free of charge: completely wrong translation, omissions, typing errors, grammar mistakes, failure to keep to any approved glossaries.
5.2. The Client acknowledges that the Translator assumes no responsibility or obligations for any translation errors, unless he is notified of the same in writing within thirty (30) days of delivery of the Target Material to the Client.
5.3. The Translator's sole obligation regarding any errors notified within this time frame will be to correct the Target Material appropriately free of charge.

6. Limitations of liability
6.1. The Translator assumes no responsibility for any type of extraordinary damage, whether direct or indirect, or third party claims against the Client ensuing from the services provided by the Translator, irrespective of the subject matter or method of said claim or whether the damage is of a contractual or non-contractual nature or whether it was foreseeable by the Translator, irrespective of the provisions set forth in the related quotes and documentation.
6.2. The Translator will not be liable for the return, loss or any damage to the Source Material. Should the Translator be entrusted with unique or precious material, it is up to the Client to take out a suitable insurance policy to cover any damage ensuing from the loss or from the partial or total destruction of said material.

7. Statements and guarantees
7.1. The Translator declares and guarantees that he will provide the service in question based on his own quality standards and procedures, using all the technology, tools and qualified staff at his disposal to ensure the result complies with the quality standards set and applied by the Translator.
7.2. The Client declares and guarantees (a) that he is the owner of the Source Material or is free to use the same (b) that the translation of the Source Material and the publishing, distribution, sale or other usage of the Target Material shall not breach any copyrights, trademarks, patent rights or other third party exclusive rights.

8. Guarantee limitations
8.1. The above-mentioned Translator's guarantees replace any other guarantee, whether express or implicit, of the saleability or suitability of the Target Material for a specific purpose.
8.2. The Translator does not guarantee that the use of the Target Material or any information contained therein does not entail a breach of trade secrets, copyrights, trademarks, patent rights or any other third party exclusive rights.

9. Contract termination
9.1. Should the Client be in default of any provision of this Contract, the Translator shall have the right to terminate the contract and the Client will be liable to pay the sum agreed for the services completed at the time of contract termination and all activities in progress.
9.2. Should the Translator be in default of any provision of this Contract, the Client shall have the right to terminate the contract and will be liable to pay the sum agreed for the services completed at the time of contract termination and all activities in progress.
9.3. In the event of contract termination, the Translator will be liable to return to the Client all Source Material and data provided by the Client, together will any existing translated material at the time of said breach.
9.4. The Translator shall have the right to retain the Source Material and the Target Material as a guarantee of payment by the Client of the full amount due.
9.5. Neither party shall be liable for delays or breaches should these depend on events and/or reasons of Force Majeure which are not ascribable to the parties.

10. Title and ownership
10.1. All the rights relating to the Source and Target Material and any copyrights, patents, technology and relevant trade secrets are and shall remain vested exclusively in the Client.
10.2. Nonetheless, the Client acknowledges that the Translator is the only and exclusive owner of all rights to
(a) inventions, methods, innovations, information, technology, software and databases used to translate the Source Material and
(b) inventions, methods, innovations, technology, software and databases developed by the Translator while translating the Source Material, including any relating exclusive right or copyright.
10.3. The Translator shall have the right to detain the Target Material as a guarantee of payment by the Client of the full amount due.

11. Confidentiality
11.1. The nature of the work done and any information sent to the Translator by the Client shall be dealt with the utmost confidentiality.
11.2. The Translator cannot, without the prior written consent of the Client, publicly disclose or notify third parties of this information, barring any authorised collaborators or sub-suppliers authorised by the Translator, whose operating or consulting contribution makes this knowledge necessary.
11.3. The guarantees specified herein do not apply if the translator is obliged by law to communicate this information, or should this information be or become public domain irrespective of the disclosing of the same by the Translator.

12. Compensation
12.1. The Client shall have to compensate and indemnify the Translator, his shareholders, executives, senior officials, clerks, collaborators, representatives, agents and permitted assigns from any loss, damage, cost or expense, including any legal expenses ensuing from or connected to any request or legal action concerning (a) the performance of the contract herein; (b) the breach by the Client of the statements and contractual guarantees provided; (c) the production, advertising, promotion, sale or distribution of all material by the Client; (d) any tax, duty, fare or similar charge laid down by the law or by the authorities governing the production, advertising, promotion, use, importing, licensing or distribution of all material by the Client; (e) any compensation claims due to the breach on the part of the Target Material of any copyright, trademark, industrial patent or other exclusive right.

13. Terms and method of payment
13.1. Payment shall be made in one of the following ways.
(a) Where no credit arrangements have been made between Ellogos Linguistic Services and the Client, payment will have to be made on sending the purchase order signed by the Client, according to the methods agreed upon and specified in the purchase order.
(b) Where a credit arrangement has been reached between Ellogos Linguistic Services and the Client, the latter will have to pay Ellogos Linguistic Services the agreed sums accepted and specified in the purchase order signed by the Client, according to the methods and time frames agreed upon and specified therein.
13.2 In the event of delayed or non payment in accordance with the methods and time frames agreed upon and accepted by the Client as stated in the purchase order, Ellogos Linguistic Services may decide to terminate the contract due to the Client's breach.
13.3 Clients in arrears, with no deferment of payment and no need for placing in default will have to pay Ellogos Linguistic Services a penalty for the delayed or non payment corresponding to:
(a) the full amount due for the services provided by Ellogos Linguistic Services;
(b) the interest on arrears accrued on the amount due at the applicable rate in force, set by the Central European Bank increased by seven percentage points;
(c) the costs incurred by Ellogos Linguistic Services to recover the amounts not paid on time;
(d) any further damage incurred by Ellogos Linguistic Services due to the delayed or non payment.

14. Place of jurisdiction
The General Terms specified herein are governed by Italian Laws, and the parties mutually agree that the court with jurisdiction for any related controversy shall be the Court of Ancona (Italy).