TERMS & CONDITIONS

GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES

PREAMBLE

These General Terms and Conditions for the Provision of Services (hereafter, ‘General Terms and Conditions’) are the only ones that govern all the contracts and/or orders negotiated between Espresso Translations S.r.l.s., with legal offices in Milan, street address Foro Buonaparte no. 59, Tax Code ID and VAT ID 10186210968 (hereafter, the ‘Translator’) and the party that acquires the services provided by the Translator (hereafter, the ‘Client’) and subject to such contracts and/or orders. The Client accepts these General Terms and Conditions even if they diverge from his general or particular purchasing conditions. Any modification or addition, as well as any of the Client’s purchasing condition that differ, in whole or in part, from these General Terms and Conditions, will be valid only with specific written acceptance from the Translator.

1. DEFINITIONS

Under these General Terms and Conditions:

1.1. ‘Original Material’ means, individually and collectively, the set of documents and materials provided to the Translator in relation to the services acquired by the Client;

1.2. ‘Source Text’ means the text that needs to be translated/revised/transcribed, as per the Original Material;

1.3. ‘Final Text’ means the final version of the Source Text.

2. CONCLUSION OF THE CONTRACT

2.1. Upon receipt of a request for a quote from the Client through an e-mail or through the filling out of a form on the Translator’s website with the requested information, the Translator sends the Client a quote (hereafter, ‘Bid’) by email containing the following information: a) number of documents; b) type of service; c) combination of languages; d) delivery date for the Final Text; e) total cost; f) payment terms. The Translator has no obligation to perform the services requested by the Client and may, at his discretion, refuse to accept any order for any reason.

2.2. The contract is understood to be concluded at the time the Bid is accepted by the Client. The Client sending the Translator a confirming email with the Bid attached will also be considered formal acceptance. The Bid will not be considered binding for the Translator until the receipt of the aforementioned acceptance.

2.3. The Client accepts that the Bid will be formulated by the Translator according to the preliminary information made available by the Client and that, therefore, the Translator reserves the right to modify the costs and/or the delivery times at the time of receipt and assessment of the Original Material. To this end, the Translator will communicate to the Client an estimate of the additional cost and/or the changes to the delivery date before beginning the service. These changes must be accepted by the Client with the methods indicated in article 2.2. above.

3. SENDING, CHANGING AND ADDING TO THE ORIGINAL MATERIAL

3.1. Following the acceptance of the Bid by the Client, the Client will send the Translator the Original Material, with all parts of it easily legible, in the format and by the time agreed upon with the Translator. The Translator is not responsible for any delays due to late or incorrect delivery of the Original Material or due to a failure to deliver it.

3.2. All changes and/or additions to the Original Material and/or to the Source Text must be submitted to the Translator by the Client with clear instructions as to the change and the place it is to be made in the material previously delivered.

3.3. Any redetermination of the cost and time necessary following the request for modifications of or additions to the Original Material and/or the Source Text by the Client must also take into consideration the percentage of work already completed by the Translator.

3.4. Before making modifications or additions, the Translator will provide the Client with a quote as to the related costs and times, which must be accepted by the Client using the methods indicated in article 2.2 above.

4. SERVICE QUALITY

4.1. The Translator guarantees that the purchased services will be performed according to standard procedures, using all technologies and tools necessary to obtain a result consistent with the quality offered and normally applied by the Translator and, that is, without errors in translation, omissions or typographical or grammatical errors. Furthermore, the Translator will translate special terms with the normal and habitual meaning ascribed to them, or using any glossaries that may be provided by the Client.

4.2. If there is a failure to fulfil the provisions of article 4.1 above, the Client can make a request of the Translator in writing, within and not beyond 14 (fourteen) days of the delivery of the Final Text, for corrections to the work without any extra charges. If the request should reach us beyond the aforementioned deadline, the corrections will be made by the Translator following payment of the fees to be agreed upon with the Client.

4.3. The Client is aware and accepts that the Translator may make use of associates for the fulfilment of the assigned task.

5. PAYMENT TERMS AND CONDITIONS

5.1. The fees owed to the Translator and the related payment methods are established in the Bid.

5.2. In the event of non-payment or late payment under the terms agreed upon and accepted by the Client, the Translator will have the right to terminate the contract, without the need for an official letter from the Translator and without prejudice to the Client’s obligation to pay the Translator interest at a rate established by article 5 of Legislative Decree 231/2002. Notwithstanding the above, the Translator will have the right to hold the Original Material and the Final Material as collateral for the payment of the entire amount due from the Client.

6. INTELLECTUAL PROPERTY

6.1. All rights related to the Original Material, the Source Text and the Final Text, as well as all related intellectual property rights (including, by way of example and not exhaustively, patents, inventions, designs, brands, logos, business secrets, studies, know-how, industrial secrets, etc.) are and remain the exclusive property of the Client. Specifically and without any limitation upon the above, the Client guarantees that: (a) the Original Material is his property or is freely and lawfully available to him; and (b) the translation/revision/transcription of the Original Material and the publication, distribution, sale or any other use of the Final Text will not violate the rights of third parties of any nature whatsoever.

6.2. The Client recognizes that the Translator is the sole and exclusive owner of the rights related to: (a) inventions, procedures, innovations, information, technologies, software and databases used for the translation/revision/transcription of the Original Material; and (b) inventions, procedures, innovations, technologies, software and databases developed by the Translator during the translation/revision/transcription of the Original Material, including all related industrial property rights.

7. CONFIDENTIALITY

7.1. The Translator undertakes on his own behalf and, pursuant to article 1381 of the Italian Civil Code, on behalf of any associates he may use in the fulfilment of the contract, to handle and keep as strictly confidential the information contained in the Original Material, in the Source Text and in the Final Text, as well as to use it only in the fulfilment of that agreement and not to disclose, disseminate or relinquish it to third parties.

7.2. As provided for in article 7.1 above, this does not apply in the event that the Translator is required by law to reveal it, or is required to do so by a directive from an authority, or in the event that this information is or becomes in the public domain independently of the Translator’s disclosure of it.

8. TERMINATION OF THE CONTRACT

8.1. The Translator reserves the right under the law to terminate the Bid and/or the contract with the Client, pursuant to and for the purposes of article 1456 of the Italian Civil Code, through written communication by registered letter or certified e-mail, in the event of the following: a) non-payment or late payment under the terms agreed to for the amounts owed to the Translator as a fee; b) violation by the Client of the provisions governing property rights (article 6). In this case, the Client will regardless be required to pay the Translator, as a penalty, the entire amount agreed upon for the service indicated in the related Bid, independently of its fulfilment; without prejudice to any compensation owed to the Translator for further damages.

9. INDEMNITY

9.1. The Client is required to indemnify and hold harmless the Translator and his successors for any loss, damage, cost or expenses (including, without limitation, legal expenses) deriving from or connected to any request for indemnity or legal action related to: (a) the execution of this contract; (b) the violation by the Client of the statements and guarantees indicated in these General Terms and Conditions; (c) the production, advertisement, promotion, sale or distribution of the material by the Client; (d) all taxes, contributions or similar expenses imposed by law or by the authorities on the production, advertisement, promotion, use, import or distribution of material by the Client; (e) all requests for compensation related to the violation of the Final Text or of any intellectual property right (for example, copyright, trademark, industrial patent, etc.).

10. LIMITATION OF LIABILITY

10.1. The Translator will not be responsible for delays, non-performance or malfunctions and/or interruptions in the provision of services caused by: a) force majeure; b) breaches by the Client; c) any fact or circumstance not ascribable to the Translator’s malice or serious misconduct. In no case can the Translator be held responsible for consequences due to special, consequential, indirect or similar damages, including the loss of profits.

10.2. In any case, excepting mandatory legal obligations, if the Translator should be held responsible for the total or partial non-performance of his obligations deriving from contracted business relations, the total compensation due to the Client cannot in any way exceed 100% (one hundred percent) of the fee indicated in the related Bid.

11. INFORMATION ON PRIVACY AND THE STORAGE OF THE DOCUMENTS IN QUESTION IN THE ASSIGNMENT

11.1. With reference to the personal data processed in the scope of the relations between Translator and Client, each party is obligated to process the personal data received from the other exclusively for purposes strictly connected and instrumental to the execution of the obligations undertaken with the contracts stipulated between them, in compliance with the provisions indicated in Legislative Decree 196/2003.

11.2. The Client states that he has read and understood the Translator’s informational statement under art. 13 of Legislative Decree 196/2003 at the address https://www.espressotranslations.com/privacy-policy/.

11.3. The Translator will keep the documents in question in the assignment (including, by way of example and not exhaustively, the Original Material, the Final Text, etc.) for the maximum time allowed by the Italian law protecting his interests, pursuant to articles 2946 et seq. of the Italian Civil Code.

12. APPLICABLE LAW AND COURT OF JURISDICTION

12.1. These General Terms and Conditions are subject to Italian law and for any disputes arising between the parties in regard to them, including those related to the interpretation, application or execution of them, the exclusive jurisdiction will be that of the Court of Milan.

Last updated: 20 April 2018

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