Terms and Conditions

TERMS AND CONDITIONS
This document contains the general conditions for the supply of linguistic services.
In case of dispued interpretation, the Italian version will prevail.

1. Subject
1.1  The  General  Conditions  set  forth  herein  govern  all  agreements  to  be drawn  up between  the  Supplier  and  the  client  receiving  the  proposal  from  the  Supplier (hereinafter  referred  to  as  the  “Client”)  concerning  the  supply  of  technical-linguistic services and products by the Supplier (hereinafter and for the sake of brevity referred to as the “Services”).
1.2 Deviations from or amendments to these General Conditions shall only be valid if expressly accepted in writing by the Supplier and  only for the supplies to which they refer. Therefore, any provision, introduced by the Client, which may be in contrast with or in addition to these General Conditions, shall be considered null and void unless it is expressly accepted in writing by the Supplier.

2. General
2.1. Quotations are not binding on the Supplier and a Contract will only come into being when the Supplier issues a written confirmation of your Order.
2.2. Quotations are given on the basis of description of the source material, the purpose of the translation and any other instructions provided by the client. Such quotations may be amended at any time if, in the opinion of the supplier, the description of the source materials is materially inadequate or inaccurate.
2.3. These Terms and Conditions apply to all Services provided to the client unless otherwise agreed between the parties in writing.

3 Payments
3.1. The considerations for the Services and the payment terms shall be agreed upon on each occasion and shall be indicated in the Supplier’s proposal for each individual agreement.  The  Supplier  shall  have  the  right  to  ask  for  advance  payments  at  the beginning  of  the  work  and  also  at  intermediate  stages should  the  Supplier  deem  it appropriate, on account of the volume or nature of the work.
3.2. Unless otherwise stated, prices are in Euros.
3.3. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle the supplier not to start any work, to suspend further work both on the same order, and on any other order from the client, or to immediately terminate the agreement to which the payment refers  with a written notice.
3.4. In case the client did not pay and the supplier was obliged to recover late payments, legal methods may be employed. In this case, the client will be liable for any costs incurred by these methods.
3.5. Objections relating to invoices must be communicated at the latest within 7 working days from the date of the invoice, by written notice; by default, the invoice will be deemed to have been accepted.

4. Delivery
4.1. The times for delivery and execution of the Services are indicative and not definite and, unless otherwise expressly agreed by the parties, time is not of the essence for delivery or performance, and no delay shall entitle the client to reject any delivery or performance or to repudiate the Contract.
4.2. The supplier will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the supplier’s control or of an unexpected or exceptional nature.
4.3. The Supplier may decide to carry out partial deliveries, at the time when and to the extent to which the single parts of the Service may be ready for delivery. In such a case, the Supplier reserves the right to invoice the various delivered lots before the final date envisaged for the delivery of the entire Service. Such lots shall be separate obligations and no breach in respect of one or more of them shall entitle the client to cancel any subsequent installments or repudiate this contract as a whole.

5. Supplier’s Responsibility and Liability
5.1. The Services shall be carried out using reasonable skill and care, to the best of the Supplier’s ability.
5.2. The Supplier shall incur no liability to the client for misrepresentation by virtue of any statement made prior to the Contract, whether orally or in writing, and the client shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.
5.3. The supplier does not warrant that the works will meet the client’s specific requirements and, unless otherwise agreed, the provider does not warrant that the operation of any works sent to the client will be uninterrupted or error free. Furthermore, the supplier does not warrant that or make any representation regarding the use of the works in terms of their accuracy, correctness, reliability or otherwise.
5.4. The client acknowledges that any Original Works and Translated/Edited Works submitted by and to him/her over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that the provider has no liability for the loss, corruption or interception of any Original Works or Translated/Edited Works.
5.5. The supplier shall not be liable for loss of profits, business, contracts, revenue, damage to the client’s reputation or goodwill, anticipated savings, and or any other direct, indirect, or consequential loss or damage whatsoever.
5.5.1. The supplier’s entire liability to the client under any Contract, for  any  reason  or  cause, contractual  or  non-contractual, cannot, in any case,  exceed  an  amount  equal  to  the  consideration agreed  upon  for  the  Service  to  which  the  Supplier’s  liability  refers.  As  the  only exception to the above, should the Supplier have an insurance policy for civil liability arising from the Services, the Supplier shall be liable, limited to the events covered by such  policy,  for  an  amount  not  exceeding  the  maximum limits  provided  for  therein, specifically excluding any and all liability for greater amounts.
5.5.2 The supplier will not be responsible for the return, loss or any possible damage to the Original Material. Should unique or valuable material be consigned to the supplier, it will be the Client’s responsibility to obtain an adequate insurance policy to cover any damages resulting from the loss or partial or total destruction of this material.
5.6. Any claims regarding the Services, as a result of defects, non-conformities or inaccuracies not noticeable  upon  delivery,  must  be  sent to the  Supplier  in  writing,  by  
e-mail,  within  and  no  later  than  60  (sixty)  days  from  the delivery of the materials in the Services to which the  claim refers, and the defects or non-conformities noticed  must  be  precisely  indicated.  Then, the liability of the Supplier will be no more than to rectify any such alleged defects, that the supplier feel to be justified, to his/her satisfaction. Failure  to  timely  notify  the Supplier  of  the  claim  shall  lead  to  the  Client’s  forfeiture  of  any  right  and  action concerning the quality of the Services.
At no time will such allegations delay payment.
5.7 The  Client  shall  not  have  the  right  to  obtain  full  or  partial  reductions  or reimbursements of the price, or reimbursement of expenses for any assignment to third parties,  including  external  ones,  for  any  corrections  or  for  the  purpose of  having the work  redone,  unless  a  prior  and  express  agreement  has  been  made  between  the Parties  in  that  regard.  In  any  case,  the  Supplier’s  liability,  for  any  reason  or  cause, contractual  or  non-contractual, cannot  exceed  an  amount  equal  to  the  consideration agreed  upon  for  the  Service  to  which  the  Supplier’s  liability  refers.  As  the  only exception to the above, should the Supplier have an insurance policy for civil liability arising from the Services, the Supplier shall be liable, limited to the events covered by such  policy,  for  an  amount  not  exceeding  the  maximum limits  provided  for  therein, specifically excluding any and all liability for greater amounts.

6. Limits of guarantee
6.1. The Supplier’s guarantees as above replace any other guarantees, express or implied, of  the Final Material’s saleability or its suitability for a particular purpose.  
6.2. The Supplier does not guarantee that the use of the Final Material or of material contained within it does not violate any trade secrets, author’s rights, trademarks, patents or other third party rights.
6.3 The Supplier declines any and all liability arising from the materials provided by the Client in order to supply the Services. The Client  shall remain the sole person in charge  of  the  contents  of  such  materials,  and  shall  indemnify  and  hold  the  Supplier harmless from any damage or negative consequence that the Supplier could suffer as a result of the above. In any case, the Supplier reserves the right to refuse assignments if  the  materials  provided  by  the  Client  are  deemed  illegal,  immoral,  improper  or prejudicial  to  the  rights  of  others.  The  Supplier  shall  also  not  supply  any  guarantee regarding the achievement of further results of any kind in consequence of the Services supplied, outside of the guarantees of these General Conditions and/or by means of any express individual agreements entered into with the Client.

7. Return policy
7.1. The Supplier guarantees refunds only for urgent editing/translation projects when the supplier fails to deliver them on time. A project is considered urgent only when the supplier charges a surcharge for it (usually within the range +30% – +100%). Projects that are charged regular prices are not eligible for a refund. The supplier can delay their delivery within a reasonable time.

8. Client’s Responsibility and Liability
8.1. The client warrants, represents and undertakes that the materials submitted by the client shall not contain anything of an obscene, blasphemous or libelous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.
8.2. The client agrees, upon demand, to indemnify the supplier (which for the purposes of this clause includes sub-contractors), and keep the supplier indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by the supplier to the extent that the same are caused by or related to:
8.2.1. The use or possession by the supplier of any of the Original Works or materials provided by the client in relation to the provision of the Services, including the breach of any Intellectual Property Rights of any third party in or to any such Original Works or materials.
8.2.2. The processing by the supplier of any data in the provision of the Services, where ‘processing’ means obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including:
(a) organization, adaptation or alteration of the information or data,
(b) retrieval, consultation or use of the information or data,
(c) disclosure of the information or data by transmission, dissemination or otherwise making available (except for legal purposes), or
(d) erasure or destruction of the information or data.
8.2.3. Any breach of warranty given by the client in this clause 8.1.
8.2.4. Any other breach by the client of these Terms and Conditions.
8.3. For all linguistic services, the terms and spelling stipulated in dictionaries shall be considered correct by the Supplier. Nevertheless, the client may communicate his/her preference in advance with regard to a more precise spelling or choice of words. In this case, the client shall:
8.3.1. Provide access to interpretation systems, dictionaries, documents or any other facilities which may be reasonably required by the supplier to carry out the service and ensure all such information is correct and accurate.
8.4 Technical texts are to be accompanied by reference documents provided by the client and/or illustrations or plans enabling better understanding of them.
If a text contains specific internal abbreviations, the client shall be asked to communicate their meaning. The Supplier accepts no responsibility regarding faults in the text sent by the client.

9. Intellectual Property
9.1. All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and the Translated/Edited Works shall vest in the client (or your licensors) but, for the avoidance of doubt, the client hereby grants to the supplier (and sub-contractors) a license to store and use the Original Works and the Translated/Edited Works for the duration of the Contract and for the purposes of providing the Services to the client.
9.2. The  rights  of  ownership  of  informational  material, data banks, glossaries and translation memories belong  to  the  Supplier.

10. Confidentiality
10.1. The Supplier and the Client mutually undertake to keep strictly confidential, and to use exclusively for the purpose of executing the Service Agreement, all information and documentation exchanged between them relating to the Service or in any case to their activity,  whether  such  information  is  of  a  technical, technological,  productive, commercial, corporate, administrative, financial or general business nature. Exception to the confidentiality obligation is made for any information which is public knowledge at the  time  when  such  information  is  communicated,  or  should  such  information subsequently become public knowledge due to an act  not attributable to the recipient party,  as  well  as  any  information  whose  disclosure  is  necessary  pursuant  to  legal provisions or is requested by the Judicial Authority or by another Public Authority. The supply  of  Services  which,  by  express  agreement  between  Client  and  Supplier, specifically  require  the  use  of  automatic  translations  provided  by  online services  are also  excepted:  in  these  cases,  the  Client  expressly  takes  note  of,  and  accepts,  that segments,  single  portions  or  words  of  the  original  texts,  and  of  texts  translated  in performing  the  Services,  may  be  stored  at  remote  locations and  therefore  become accessible to third parties.

11. Withdrawal
11.1. If the client subsequently cancels, reduces in scope or frustrate the Contract – concerning translation, editing or proofreading services – the Client shall be liable for payment of a Cancellation Fee, which shall be cumulative and consist of a) any part of the job already completed, b) additional 20% of the total contract price for the time invested in research and preparation.
11.2. If the client subsequently cancels, reduces in scope or frustrate the Contract – concerning online Italian lessons – s/he must promptly notify the Supplier by written notice at least 24 hours before the agreed day of the lesson. The Supplier shall propose to the client either a new date to recover the lesson free of charge, or shall refund the entire price of the lesson through Paypal, if the client is not interested in recovering the lesson. Failure to notify the cancellation or modification of the contract within the above mentioned terms, shall entitle the supplier not to refund the price of the lesson paid, or not to propose a new date to recover the lesson to the client free of charge.

12. Early Termination
12.1. The supplier shall be entitled to terminate the Contract immediately by written notice to the client if:
12.1.2. The client commits a material breach of the Contract and, in the case of such a breach which is capable of remedy, the client fails to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied;
12.1.3. Should any change to the economic conditions of the Client occur which could compromise its ability to fulfill its own obligations or in the event that the Client is placed, by way of example, in liquidation, subject to bankruptcy or other insolvency proceedings, or is in a state of insolvency. In such a case the Supplier shall have the right to request the full payment in one lump sum of any outstanding amounts due by the Client;
12.1.4. The client is more than 15 minutes late to a lesson. In this case the client shall not be entitled either to have any refund for the price paid for the service, or to recover the lesson free of charge.
12.2. Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.

13. Impossibility of Performance of the Service
13.1. In any case, the Supplier shall not be liable to the Client should the performance of the Service  Agreement  be  delayed,  made  impossible  or  unduly burdensome  due  to unforeseeable events not attributable to the Supplier. Such events include, but are not limited  to:  natural  events  (e.g.,  fire,  flood,  earthquakes),  acts  of  any  public  authority, explosions,  accidents,  war,  insurrection,  sabotage,  acts  of  terrorism,  epidemics, national  strikes,  interruptions  to  supplies  (e.g.,  interruptions  to  electrical  energy, telephone lines or other means of communication, as well as other elements essential for the supply of the Services) and computer viruses. In  the  event  that,  for  causes  not  attributable  to  the Supplier  or  the  Client,  the performance of the Services and/or the delivery to the Client of the related materials and/or the execution of any of the Supplier’s other obligations is suspended for a period of more than three (3) consecutive months, each of the  parties shall have the right to terminate  the  agreement  without  any  liability  whatsoever  to  the  other  party,  without prejudice to the provisions of article 1672 of the Italian Civil Code.

14 Final Provisions
14.1. The supplier may engage any person as sub-contractor to perform any or all of the his/her obligations, and the supplier may assign any or all of his/her rights and obligations under the Contract.
14.2. The single service agreements are governed by the  agreements entered into on each occasion and included in the Supplier’s proposal  accepted by the Client,  as  well  as  by  these  General  Conditions.  Any  previous  verbal  or  written agreements  entered  into  between  the  Supplier  and  Client  shall  be  superseded  and cancelled.  Any  subsequent  contractual  amendments  shall  not  be  effective  unless expressly agreed upon in writing.
14.3.  Should  any  provision  of  these  General  Conditions  be  deemed  invalid  or ineffective,  such  invalidity  or  ineffectiveness  shall  not  compromise  the  validity  of  the remaining provisions which shall continue in full force and effect.
14.4  Communications  between  the  parties  pertaining  to their  own  contractual relationships shall occur in writing.
14.5. The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with Italian law and the parties hereby submit to the exclusive jurisdiction of the Italian courts.
14.6. These terms and conditions are subject to change without prior written notice.

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In accordance with and for the purposes of Articles 1341 and 1342 of the Italian Civil
Code, when a Client makes an order, it automatically declares that it has specifically examined and approved the following provisions:  Art.  1  (Subject);  Art.  2  (General);  Art.  3  (Payments);  Art. 4 (Delivery); Art. 5 (Supplier’s responsibility and liability); Art. 6 (Limits of guarantee); Art.7 (Return/Cancellation policy); Art. 8 (Client’s responsibility and liability); Art.  9  (Intellectual Property);  Art.  10  (Confidentiality); Art. 11 (Withdrawal); Art. 12 (Early  Termination); Art.  13  (Impossibility of Performance of the Service);  Art. 14  (Final provisions).
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