Terms & Conditions
General terms and conditions of service provision.
PREAMBLE
These General Terms and Conditions of Service Provision (hereinafter referred to as the “General Conditions”) are the sole terms governing all contracts and/or orders negotiated between Espresso Translations S.r.l., headquartered in Milan, at Via Foro Buonaparte no. 59, Tax Code and VAT no. 10186210968 (hereinafter referred to as the “Translator”), and the entity purchasing the services provided by the Translator (hereinafter referred to as the “Client”) and covered by such contracts and/or orders. The Client accepts these General Conditions even if they differ from its own general or specific purchase conditions. Any modification or addition, as well as any purchase condition of the Client that differs, in whole or in part, from these General Conditions, will only be valid if specifically accepted in writing by the Translator.
1. DEFINITIONS
Under these General Terms and Conditions:
1.1. “Original Material” refers, individually and collectively, to all documents and materials provided to the Translator in relation to the services purchased by the Client;
1.2. “Source Text” refers to the text that is to be translated/revised/transcribed, as resulting from the Original Material;
1.3. “Final Text” refers to the final version of the Source Text;
1.4. “Collaborator” refers to any employee, independent collaborator, subcontractor or freelancer engaged by the Translator to perform part or all of the services provided in relation to the contract.
2. CONCLUSION OF THE CONTRACT
2.1. Upon receiving a quote request from the Client via email, through the completion of a form on the Translator’s website, or via a project management platform with the required information, the Translator will send the Client a quote electronically (hereinafter the “Offer”) containing the following information: a) word or minute count; b) type of service; c) language combination; d) delivery date of the Final Text; e) total cost; f) payment terms. The Translator has no obligation to provide the requested services and may, at its discretion, refuse to accept any order for any reason.
2.2. The contract is considered concluded when the Offer is accepted by the Client. Acceptance will be deemed formally valid if the Client sends the Translator a confirmation email with the Offer attached or gives express acceptance through the use of approved project management tools, such as online platforms or project management software. The Offer will not be considered binding for the Translator until receipt of the aforementioned acceptance.
2.3. The Client accepts that the Offer is formulated by the Translator based on the preliminary information provided by the Client and that, therefore, the Translator reserves the right to modify costs and/or delivery times upon receipt and evaluation of the final Original Material.
3. SUBMISSION, MODIFICATIONS AND INTEGRATIONS OF THE ORIGINAL MATERIAL
3.1. Following the Client’s acceptance of the Offer, the Client will send the Translator the Original Material that is easily legible in all its parts, in the formats and within the timeframes agreed with the Translator. The Translator is not responsible for delays caused by the late, incorrect, or non-delivery of the Original Material.
3.2. Any modification and/or addition to the Original Material and/or the Source Text must be submitted by the Client to the Translator with clear instructions regarding the change and its position relative to the previously delivered material.
3.3. The Client is solely responsible for ensuring that all provided material is legible, accurate, and complete. The Translator will not be held liable for errors, omissions, or delays resulting from defective source material.
4. SERVICE QUALITY
4.1. The Translator guarantees that the purchased service will be carried out according to standard procedures, using all necessary technologies and tools to achieve a result that meets the quality offered and typically applied by the Translator, i.e., free from translation errors, omissions, typographical or grammatical errors.
4.2. The Translator agrees to provide revisions of the Final Text at no additional cost if the Client identifies errors or omissions that deviate from the agreed scope of work, provided such a request is made in writing within fourteen (14) days of the delivery of the Final Text. Revisions will be carried out within a reasonable time frame, as mutually agreed between the parties.
4.2.1. If the Client remains dissatisfied after two rounds of revisions, the Client may request a partial refund. Any refund request must be submitted in writing and will be subject to a good-faith review by the Translator. A refund will only be granted in cases where the Translator determines that the service provided failed to meet reasonable industry standards or the terms of the contract. The amount of any refund will be proportional to the level of unsatisfactory work and will not exceed the total amount paid by the Client for the specific service in question.
4.2.2. No refunds will be issued in cases where the Client fails to provide the necessary feedback, fails to submit a timely revision request, or requests changes that go beyond the scope of the original service or agreed terms.
5. USE OF COLLABORATORS
5.1. The Client acknowledges that the Translator may engage independent contractors, including freelancers and subcontractors (hereinafter referred to as “Collaborators”), to perform part or all of the services under this Agreement. The Translator ensures that all Collaborators are carefully selected based on their qualifications, experience, and expertise relevant to the services required.
5.2. The Translator remains fully responsible for the quality of services provided by its Collaborators and guarantees that the Final Text will meet the agreed quality standards, irrespective of whether the work is performed in-house or by Collaborators. The Translator will apply the same rigorous quality control and confidentiality procedures to work carried out by Collaborators as those used for internal employees.
5.3. In the event that any deficiencies in the services provided by Collaborators are identified, the Translator will take immediate corrective action at no additional cost to the Client, including, where necessary, revision of the Final Text to ensure compliance with the terms of this Agreement.
6. NON-SOLICITATION OF COLLABORATORS
The Client agrees not to solicit, employ, or hire directly or indirectly, the services of any employee, collaborator, or subcontractor of the Translator, either during the term of this contract or for a period of twelve (12) months following its termination, without the prior written consent of the Translator.
7. PAYMENT TERMS AND CONDITIONS
7.1. The fee due to the Translator and the related payment methods are established in the Offer.
7.2. In case of non-payment or late payment within the terms agreed and accepted by the Client, the Translator will have the right to terminate the contract.
7.3. Any payment made after the agreed terms will be subject to default interest pursuant to Legislative Decree 231/2002, equal to the European Central Bank reference rate increased by 8 percentage points. The Client will also be responsible for any additional costs, including legal fees, incurred for the recovery of late payments.
7.4. For any project where the total cost exceeds 5,000 euros, the Client agrees to make an advance payment of 30% before work begins. The final document will be delivered only after full payment is received.
8. INTELLECTUAL PROPERTY
8.1. 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.
8.2. The Translator will in no way be held liable if the Client has not obtained the necessary permissions or licenses for the publication of the translation. The Client agrees to indemnify and hold the Translator harmless from any claims, damages, or expenses arising from the publication without the required rights or licenses.
8.3. 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.
9. LIMITATION OF TRANSLATOR LIABILITY AND CLIENT INDEMNITY
9.1. The Translator shall not be liable for any indirect, incidental, punitive, or consequential damages, including but not limited to, loss of profits, business interruption, or loss of data arising from the performance of services under this contract, even if the Translator has been informed of the possibility of such damages. In any case, the Translator’s total liability for unintentional errors or omissions in the translated text shall not exceed the total amount paid by the Client for the translation service.
9.2. The Translator will in no way be held liable if the Client has not obtained the necessary permissions or licenses for the publication of the translation. The Client agrees to indemnify and hold the Translator harmless from any claims, damages, or expenses arising from the publication without the required rights or licenses.
9.3. The Client agrees to indemnify and hold the Translator harmless from any claims, damages, or expenses (including reasonable legal fees) arising from the use of the translated material, particularly in cases where the material provided by the Client was inaccurate or incomplete.
9.4. In the event that a project is deemed by the Client to be of particular importance or high value, or where the nature of the work involves significant financial, legal, or reputational risks, the Client agrees to obtain and maintain an appropriate indemnity insurance policy covering potential losses or damages arising from the services provided by the Translator under this Agreement.
10. DATA PROTECTION AND GDPR COMPLIANCE
10.1. The Translator undertakes, both personally and, pursuant to article 1381 of the Italian Civil Code, on behalf of any Collaborators engaged in the fulfillment of this Agreement, to process all personal data contained in the Original Material, Source Text, and Final Text in strict compliance with the General Data Protection Regulation (GDPR) (EU) 2016/679. The Translator commits to handling and maintaining the confidentiality of all such data, ensuring it is used solely for the purpose of fulfilling this Agreement and not disclosed, shared, or relinquished to any third parties except for Collaborators, who are also bound by the same confidentiality obligations.
10.2. The Translator shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, preventing unauthorised access, loss, or disclosure of personal data in line with GDPR requirements.
10.3. The obligations set forth in article 10.1 shall not apply in the event that the Translator is required by law to disclose such information, is compelled to do so by a directive from a legal or regulatory authority, or if the information enters the public domain independently of the Translator’s actions.
10.4. The Client acknowledges their responsibilities under GDPR and confirms that any personal data provided to the Translator has been collected and shared in compliance with applicable data protection laws, with all necessary consents and legal bases in place.
10.5. The Translator guarantees that any third-party collaborator involved in the project adheres to the same confidentiality obligations. However, the Translator will not be held liable for any breach of confidentiality by such third parties, provided that reasonable efforts have been made to ensure their compliance.
11. FORCE MAJEURE
Neither party shall be held responsible for any delays or failures in the performance of their contractual obligations if such delays or failures are caused by events beyond their reasonable control. Furthermore, force majeure events include natural disasters, pandemics, severe disruptions in digital communication networks or cyberattacks, provided that such events prevent the Translator from fulfilling its contractual obligations.
12. TERMINATION OF THE CONTRACT
12.1. Either party may terminate this Agreement with immediate effect by giving written notice to the other party if: a) The other party commits a material breach of any of its obligations under this Agreement, and, if such breach is capable of remedy, fails to remedy the breach within five (5) business days of receiving written notice specifying the breach and requiring its remedy; b) The other party becomes insolvent, files for bankruptcy, or enters into any arrangement with its creditors that affects its ability to perform its obligations under this Agreement; or c) The Client violates the provisions governing intellectual property rights or any other proprietary rights as set out in this Agreement.
12.2. The Translator reserves the right to terminate the Agreement immediately in the event of non-payment or late payment by the Client as set out in clause 6.2. In such cases, any work completed by the Translator up to the date of termination will be provided to the Client, subject to full payment of the outstanding amounts.
12.3. In the event of termination for any reason: a) The Client shall pay the Translator for all services rendered up to the effective date of termination, including any applicable interest or fees for late payments as set out in this Agreement. b) The Translator shall return any Original Material provided by the Client that has not yet been translated, unless the Client requests otherwise. c) The obligations related to confidentiality (Clause 10), non-solicitation (Clause 5), and indemnification (Clause 9) shall survive termination of this Agreement.
12.4. This Agreement shall automatically terminate upon the Translator’s delivery of the Final Text and the Client’s full payment, unless otherwise agreed in writing.
13. DISPUTE RESOLUTION AND APPLICABLE LAW
13.1. These General Conditions are subject to Italian law. In the event of a dispute arising from or relating to this contract, including its interpretation, application, or execution, the parties agree to attempt to resolve the matter through amicable negotiations.
13.2. If the dispute cannot be resolved through negotiation within a reasonable timeframe, the parties agree to submit the dispute to mediation or arbitration in accordance with the rules of the Milan Arbitration Chamber.
13.3. Only if mediation or arbitration does not lead to a resolution of the dispute, the Court of Milan shall have exclusive jurisdiction for the judicial resolution of the dispute.
Last updated: 19 September 2024