All legal relations between the translator and the Client shall be subject to these terms and conditions. In these General Terms and Conditions “Translator” shall mean the party providing a translation in the normal course of business. “Translation task” shall mean the preparation of a translation or any other translation-related task such as revising, editing, etc., which calls upon the translation skills of a translator, but not copywriting or adaptation. “Client” shall mean the party commissioning a translation in the normal course of business.
2. Quotations, formation of contract
In the absence of any specific agreement, the fee to be charged shall be determined by the translator on the basis of the Client’s description of the source material, the purpose of the translation and any instructions given by the Client.
Any fee agreed for a translation which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, always provided that the circumstances are made known to the other party as soon as reasonably practical after they become apparent. The contract is formed by the Client’s written acceptance of the translator’s quotation or, if no quotation was given, by the translator’s written confirmation of the assignment.
3. Fee and payment
Translation fees are normally based on a rate per word. Proofreading and interpreting fees are normally based on a rate per hour. Client and translator can however agree on different calculation procedures. Any rate changes will be expressly communicated to the Client at a minimum of two months in advance.
Payment in full to the translator shall be effected no later than 30 days from the date of invoice, in accordance with European Directive 2000/35/EC. Exceeding of the agreed payment period may result in additional costs and/or a monthly interest rate.
For long assignments or texts, the translator may request an initial payment and periodic partial payments on terms to be agreed.
4. Changing/cancelling assignments
If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the translator’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
If a Client cancels an assignment, he is liable to pay for that part of the assignment that has already been completed. The translator will place the work already completed at the Client’s disposal.
The translator shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the translator’s ability to comply with the terms of the Client’s order, and assist the Client as far as reasonably practical to identify an alternative solution.
5. Performance of assignments, confidentiality
The translation task shall be carried out by the translator using reasonable skill and care. A translation shall be fit for its stated purpose and target readership, and the level of quality specified. The translator will treat all information supplied by the Client as strictly confidential and she shall be responsible for the safe-keeping of the Client’s documents and copies of the translations, and shall ensure their secure disposal.
Nevertheless a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.
Upon request and where possible, the Client will supply relevant information about the text to be translated, and also documentation and terminology, if available.
6. Deadlines and delivery dates
The date of delivery shall not be of the essence unless specifically agreed in writing. The translator is required to notify the Client without delay if it has become clear to her that it will be impossible to deliver the translation on time.
Data delivered by electronic mail are deemed to have been delivered at the time the medium confirms transmission.
7. Complaints and liability
The Client must notify the translator of any complaints concerning the work delivered within 8 days from delivery date, according to article no. 2226 of the Italian Civil Law. If the complaint is founded, the liability of the translator shall be limited to the invoiced value of the work.
The Client’s right to complain shall lapse if the Client has modified the work delivered, or had it modified, and then delivered it to a third party.
The assessment of whether the text to be translated or the translation entails any risk of bodily injury is entirely at the Client’s expense and risk; the Client will indemnify the translator and hold her harmless against any claims from third parties in connection with bodily injury arising out of the use of the work delivered.
If the Client fails to discharge his obligations, or if his business goes into bankruptcy, or is liquidated, or if a court orders that payments to creditors be suspended, the translator shall be authorized to terminate the contract or suspend its performance in whole or in part without this giving rise to any obligation to pay compensation. In that case she can require immediate payment of the amount due.
If the translator is no longer able to discharge her obligations as a result of circumstances beyond her control, she may terminate the contract without being under any obligation to pay compensation. Such circumstances shall in any event include fire, accident, illness, strikes, riots, war, obstacles to transportation, government measures, or other circumstances over which she has no control.
The translator accepts an order from the Client on the understanding that performance of the translation task will not infringe any third party rights. The Client undertakes to keep the translator harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases. The Client likewise undertakes to keep the translator harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
10. Applicable law
The contract between the Client and the translator shall be governed by Italian law.
All disputes and claims that cannot be settled amicably will be subject to the exclusive jurisdiction of the competent Italian court.