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Sales Terms
1 - GENERAL
These general terms and conditions apply to all legal
relationships between B2win Translations ("the Agency") and the
Client, and supersede any terms and conditions referred to,
offered or relied on by the Client, unless the Agency
specifically approves the application of such terms in writing.
2 - QUOTATIONS
2.1 Quotations and estimates issued by the Agency are
free of obligation.
2.2 The Agency may revoke quoted prices or terms of
delivery if it has not had the opportunity to view the entire
text to be translated prior to issuing the quotation. The
Client’s oral or written acceptance of the quotation submitted
by the Agency shall constitute a contract. Acceptance of the
quota submitted by e-mail shall constitute a contract too.
2.3 The Agency may consider as a Client any person or
entity that has placed an order with the Agency, unless said
person or entity has explicitly stated that they are acting on
behalf of a third party. In this case, the Client will provide
the Agency with the name and address of the third party, in
addition to the invoicing address, upon placing the order.
3 - CHANGES TO OR CANCELLATION OF ORDERS
3.1 Any major changes made by the Client to an order
after the contract has been concluded shall entitle the Agency
to either modify the quoted price and/or terms of delivery or to
refuse to execute the order. In the latter case, the Client
shall pay for the work already completed.
3.2 Cancellation of an order by the Client shall entitle
the Agency to claim payment of any translation work already
completed for that order. The Agency shall make the completed
work available to the Client at the latter’s request.
4 - EXECUTION OF ORDERS, CONFIDENTIALITY
4.1 The Agency shall carry out orders to the best of its
ability, utilizing the professional know-how necessary to meet
the needs of the Client.
4.2 The Agency shall keep any information provided by the
Client strictly confidential. However, the Agency shall not be
liable for breaches of confidentiality by its freelancers if it
can sufficiently demonstrate that it was unable to prevent the
same.
4.3 The Agency shall be entitled to hire freelance
translators to execute the order without prejudice to the
Agency’s responsibility for the confidential treatment and
proper execution of the same. The Agency shall require any third
party involved in the execution of an order to keep confidential
anything they may learn in the course of their duties.
4.4 The Client shall honour any request for information
by the Agency about the content of the text to be translated to
the best of his/her ability, as well as requests for
documentation and lists of terms if such are available. Such
information and documentation shall be dispatched at the
Client’s expense and risk.
5 - TERMS AND DATE OF DELIVERY
5.1 The Agency shall be entitled to deliver the final
translation to the Client by the date (and possibly the time)
agreed upon in the order confirmation. Delivery dates are
provisional, unless an explicit written agreement stipulates
otherwise.
5.2 If a fixed delivery date is specifically provided for
in writing and the Agency fails to meet it for reasons other
than matters beyond its control, and if the Client cannot
reasonably be expected to brook any delay, the Client shall be
entitled to cancel the contract. In such cases, however, the
Agency shall not be liable to pay any damages whatsoever.
5.3 Delivery shall be deemed to have taken place the
moment the text is sent by e-mail, post, fax, or courier.
5.4 Data sent by electronic mail shall be deemed to have
been delivered as soon as the medium has confirmed sending the
message.
5.5 The Client shall do everything in his/her power to
facilitate delivery of the product produced by the Agency under
the contract. Any refusal to accept the Agency’s product shall
constitute default on the part of the Client, even if no
explicit request for acceptance has been made.
6 - PRICES AND PAYMENT
6.1 Prices are based on the initial word count estimate,
unless agreed otherwise.
6.2 The Agency is entitled to charge a minimum fee of €
25,00 for orders under 100 words.
6.3 Quoted prices shall apply only to products conforming
to agreed specifications.
6.4 The Agency shall be entitled to raise the agreed
price if it is forced to perform more work or incur more costs
than might reasonably have been foreseen upon conclusion of the
contract. These additional costs could be the result of having
to work with very unclear texts, for example, or faulty files or
computer programs supplied by the Client. This list of examples
is not exhaustive.
6.5 All prices are exclusive of the 20% VAT, which will
be added to the net rate only in the event that the Client is a
resident of Italy.
6.6 The invoice will be sent via e-mail/fax to coincide
with delivery, and/or on request by post. Every invoice issued
by our Agency is automatically collect (according to invoice due
date) by our bank.
6.7 Payment for products supplied under the contract is
due according to the terms fixed by the Agency.
6.8 Payment must be made in full - without any discount,
set-off or suspension - in the currency invoiced.
6.9 If payment is not made by the due date, the Client
shall be in default - immediately and without notice of default
being required - as well as owing 5% statutory interest on the
invoice amount from the due date until full settlement.
6.10 All transfer fees will be paid by the Client.
6.11 As soon as an invoice become overdue, no further
work will be accepted from the client until the invoice is paid
and the funds have cleared. A reminder may be sent directly from
our bank or in case of foreign clients, a reminder may be sent
by our debt collection agent.
6.12 To avoid gurther problems, we ask clients with any
troube paying invoices to get in touch with us as soon as
possible and preferably before the due date.
7 - COMPLAINTS AND DISPUTES
7.1 If the Client has any complaints about the product
supplied by the Agency, it shall submit them in writing as soon
as possible, no later than 15 days after receiving the said
product. Lodging a complaint shall not release the Client from
its obligation to pay.
7.2 If no complaints are made within the term fixed in
sub-clause 7.1, the product shall be deemed to have been fully
accepted, and the Agency shall only act on complaints if it sees
fit to do so. The modification of the translated text by the
Agency at the Client’s request shall in no way constitute an
acknowledgement on the part of the Agency of having supplied an
inferior product.
7.3 In the case of a valid complaint, the Agency shall be
granted a reasonable period of time to improve or substitute the
product. If the Agency cannot reasonably be expected to perform
the required improvements or substitution, it may grant the
Client a discount.
7.4 The Client’s right to complain shall lapse if the
Client has itself edited or has hired others to edit the part or
parts of the product concerned in the complaint, and if the
Client has supplied the product to a third party either edited
or unedited.
8 - LIABILITY, INDEMNITY
8.1 The Agency shall exclusively be liable for damage
which derives directly and demonstrably from shortcomings
attributable to the same. The Agency shall under no circumstance
be liable for other forms of damage, such as consequential
damage, loss of profits or losses due to delays. The Agency’s
liability shall never exceed the invoice amount of the product
in question.
8.2 Ambiguity of the text to be translated shall release
the Agency from any liability whatsoever.
8.3 If the use of a text to be translated/edited or the
translation/edited version thereof produced by the Agency
entails any risk of losses, this risk and any incurring expenses
shall be entirely the responsibility of the Client.
8.4 No liability whatsoever shall be incurred by the
Agency with respect to the damage or loss of documents, data or
data carriers provided by the Client to facilitate the
contract’s execution. Nor shall any liability be incurred by the
Agency with respect to costs and/or damage incurred as a result
of the use of information technology and telecommunications
media, the transportation or dispatch of data or data carriers,
or the presence of computer viruses in any files or data
carriers supplied by the Agency.
9 - CANCELLATION
9.1 Any failure on the part of the Client to meet his/her
obligations, as well as bankruptcy, a moratorium or liquidation
of the Client’s company, shall entitle the Agency to either
cancel the contract (in part or in full) or postpone its
execution without any claim to damages on the part of the
Client. In such cases, the Agency shall also be entitled to
demand immediate payment.
9.2 If the Agency should prove unable to meet its
obligations due to circumstances beyond its reasonable control,
it shall be entitled to cancel the contract without any
liability for damages. Such circumstances include, but are not
limited to: fire, accidents, illness, riots, war, transportation
restrictions and delays, government measures, disruption of the
services of Internet providers, and other instances of force
majeure.
9.3 If the Agency is compelled by force majeure to
discontinue the execution of the contract, the Client shall
still pay for any work completed up until that moment.
10 -COPYRIGHT
10.1 Barring explicit, written agreement to the contrary,
the copyright to any translations or other texts produced by the
Agency shall rest with the same.
11 - LAW
11.1 The contract shall be deemed to have been made in
Italy and Italian law shall be the proper law of the contract.
12 – TRIBUNAL COMPÉTENT
12.1 Tout litige éventuel relèvera exclusivement du Tribunal de Rome, à l’exception des litiges dont B2win Translations serait à l’origine concernant le paiement du montant dû par le client, et au titre desquels le Tribunal du débiteur sera lui aussi compétent.
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