General conditions


Translation experts

Foreword
These General conditions constitute a legally binding contract to all intents and purposes between the Client and the translation agency E-motive with respect to the supply of services of translation asked by the first and provided by the agency. The forwarding of the Original Document (defined in the following paragraph) implies the acceptance by the Client of all the General conditions which, in the event of a contrast or a disagreement between the parties, will be overriding.

Definitions
With "Translator" we will indicate E-motive.
With "Client" we will indicate the natural or juridical person stipulating this contract.
With "Original Document" we will indicate the document supplied to the Translator for the agreed services of translation.
With "Final Document" we will indicate the final translated version of the Original Document including possible modifications communicated during the work.
With "Estimate" we will refer to the document indicating the rough cost of the translation of the Original Document.
With "Complaint Form" we will indicate the document in which the Client has to specify in detail the parts of the Final Document to be modified.

Tariffs
Prices vary depending on the languages from and to we translate, on the length and format of the text to be translated, on its difficulty and on the required delivery terms. These costs will be communicated in detail in the Estimate. The maximum validity of every Estimate is 30 days.

Terms and methods of payment
Every request of estimate must be accompanied by the Original Document. This must be sent to the Translator via e-mail or fax. After receiving the Original Document, the Translator submits its Estimate to the Client. It is absolutely necessary that the acceptance of the Estimate by the Client is in writing. The forms of payment are various. The Client and the Translator will establish them by mutual consent before the beginning of the work.

Modifications to the Original Document
The typology and position of all modifications to the Original Document presented by the Client after the beginning of the translation must be clearly communicated to the Translator. The evaluation of the additional costs and time to carry out the modifications will be calculated based on their quantity and nature and the percentage of work which has already been completed. In case of any additional costs with respect to the Estimate, the Translator, before going on with the translation, will inform the Client of these costs and changes to the delivery date previously agreed.

Quality of the service and Original Document
The Translator will carry out the service established in the Estimate following procedures based on quality standards, translating special terms according to their common and conventional meaning. If the Client has some preferences concerning a specific vocabulary to be used in the translation, he/she must communicate this to the Translator before the beginning of the work. In absence of such communications, the Translator will use a general terminology which could obviously be different from the language habitually used by the Client. The Translator will not be held liable for this difference under any circumstances.

Corrections
Errors or inexactitudes present in one or more parts of the translation shall not be reasons for invalidating the whole translation. In such cases the Translator reserves the right to make corrections free of charge of the following errors: incorrect translation of single words, spelling errors, grammatical errors, omissions, typing errors, failure to follow any glossaries approved before the beginning of the work. The Translator will not be held liable for translations that are stylistically satisfactory under any circumstances. Only written complaints shall be taken into consideration. The Client will have to fill in the proper Complaint Form and send it via e-mail or fax within seven days of the delivery of the Final Document. The Complaint Form must be accompanied by the Original Document, the Final Document (only if the Translator does not have them anymore) and clear written indications on the parts of it to be corrected. Once the seven day period has elapsed, the translation shall be considered correct and no more changes free of charge are possible. In the event of a complaint made by the Client within the fixed deadline, the Translator, after receiving the documentation, will deliver an edited version of the disputed translation at its own expense within a timeframe equal to half of that indicated in the Estimate.

Limits of responsibility
The Client or any related third parties shall not hold the Translator liable for any damages, direct or indirect, resulting from the services carried out by the Translator. This principle is valid regardless of the object, the manner of the action, the contractual or non-contractual nature of the damages nor of its predictability by the Translator. In any case, the Translator's liability shall be limited to the amount of the invoice due for the agreed translation services. The Translator shall not be held liable for the return, loss or any possible damage to the Original Document. Should unique or valuable documents be entrusted to the Translator, it will be the Client's responsibility to stipulate at its own discretion an adequate insurance policy to cover any damages resulting from the loss or partial or total destruction of the Original Document.

Declarations and warranties
The Translator declares and guarantees that the service will be provided as established in the Estimate, using all the technology, instruments and qualified personnel available, such that the quality of the service satisfies the standards generally applied and accepted. The Client declares and guarantees that a) the Original Document is owned by him/her and is free for his/her use and that b) the translation, distribution, publication, sale or other use of the Original Document does not violate any trade secrets, copyrights, patents, trademarks or other third party rights.

Limits of guarantee
The Translator's guarantees listed above replace any other guarantees, implied or expressed, of the Final Document's saleability or suitability for a particular purpose. The Translator does not guarantee in any way that the use of the Final Document or of the information contained in it does not violate any trade secrets, copyrights, patents, trademarks or other third party rights.

Cancellation of the contract
The Translator shall not be held liable for any delays caused by malfunctioning faxes, modems, e-mail and/or mail or carriers or by any other events beyond his control (cases of force majeure). In the event of late delivery in which the delayed time is more than one third of the delivery time established in the Estimate, and if the delay is directly and only the fault of the Translator, the Client will have the right to cancel the contract and the right to be reimbursed of the sum corresponding to the part of translation delivered late. In the event that the Client cancels an order before the deadline indicated in the Estimate, all work already effected shall be billed at 100%, while work which is suspended shall be billed at 50%. If the Client has paid the whole estimated price or a part of it in advance, he/she will have the right to be reimbursed 50% of the sum corresponding to the suspended work.

Title and ownership
Any trade secrets, copyrights, patents, trademarks and all rights relative to the Original and Final Documents, are and remain solely and exclusively with the Client. Under no circumstances shall the Translator withhold the Original Document against the Client's will. In the event that the Client reclaims the Original Document before the deadline indicated in the Estimate so as to stop the Translator's work, the Client, despite that, shall have the right to obtain back the Original Document and all translated material existing at that time. In this case the Client will have the right to be reimbursed 50% of the sum corresponding to suspended work. The forwarding of the material will be at Client's expense.

Confidentiality
The Translator guarantees the utmost confidentiality about the nature of the work already achieved or in progress and any other information given to him by the Client. Unless the Client authorizes the Translator in writing, the Translator cannot publicly divulgate or communicate any information to third parties, with the exception of authorized collaborators whose operational or consultative roles require them to have access to this information. The guarantees above do not apply in the event that the Translator is required by law to communicate such information, or in case such information is in or comes into the public domain independently from any divulgation by the Translator.

Privacy
In conformity with the regulations in force on privacy (in particular the D.lgs n.196/2003, of the 30th June), Client's personal details shall be saved in the Translator's file for the maintenance of the established contractual relationship. Those details might also be used to inform the Client about new services provided by the Translator. The Client has the right to access his/her personal details, asking for their rectification, supplement, suspension or elimination. To exercise his/her rights, he/she will have to send the Translator a written request.

Indemnity
The Client shall indemnify the Translator, his employees, agents, representatives and assignees against any loss, damage, expense or cost, including legal costs, arising from or connected with any claim or legal action regarding: (a) the execution of this contract; (b) the use, production, publication, promotion, sale, licensing or distribution of any material on the part of the Client; (c) the Client's violation of contractual declarations and guarantees; (d) any taxes, levies, duties, tariffs or similar charges provided by law or by the authorities on the use, production, publication, promotion, sale, licensing or distribution of any material on the part of the Client; (e) any claim for damages through the violation of any trade secrets, copyrights, patents, trademarks or other rights that can be caused by the Final Document.

Place of jurisdiction
These General Conditions are governed by the Italian laws and only written agreements between the parties shall be taken into consideration. In the event of a contrast or a disagreement that should lead to resort to the law, the parties elect by mutual consent to submit to the jurisdiction of the Court of Modena (Italy).




General conditions