These general terms and conditions of language services (such as but not limited to translation, interpretation and layout) shall apply to all contractual relations between you (whether you are an individual, corporation, public law legal entities or other entity) (hereinafter: You or Customer) and ECOTEXTERAE SRL (hereinafter: Supplier/ETE meaning a company commissioned by you to perform services (as will be defined below) and where that company is ECOTEXTERAE SRL).
1.
DEFINITIONS
1.1 Services apply to any professional language services including but not limited to localization and/or translation and/or, in connection with such services, desktop publishing, project management and/or engineering of software files, text and other computer media, and/or reading from a prepared script, where such is commissioned by You to be performed by ETE.
1.2 Contract/ Service Agreement apply to a contract between You and ETE for the provision of services, incorporating these general terms and conditions.
1.3 Order apply to (i) the Customer’s indication to ETE or signature of the acceptance of a quotation from ETE for services; or (ii) a purchase order from You or other instruction reasonably understood by the parties to authorize the inception of Services, but excluding any terms and conditions proposed by You and not expressly accepted by ETE.
1.4 Disclosure/ Confidential information apply to information (given in any form) which is confidential either to You or to ETE, is identified by You or ETE as confidential, and which either You disclose to ETE or we disclose to You in relation to our services.
1.5 Intellectual property rights apply to any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or confidential information and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
1.6 Translated Materials apply to documents, files, materials and works translated and produced from any original material in accordance with your instructions and provided to you by ETE.
2.
SCOPE
2.1 These General Terms and Conditions (“T&C”) apply to all contracts to the exclusion of all others (including any term which you purport to apply under any Order, specification or other document). No terms endorsed on, delivered with or contained in your Order, specification or other document shall form part of the Contract simply as a result of being referred to in the Contract. These Terms and Conditions apply to all our sales or provision of Services, and any variation thereto shall have no effect unless expressly agreed in writing by ETE. You acknowledge that you have not relied upon any statement, promise or representation given by ETE other than is set out in the Contract/service agreement.
2.2
ETE reserves the right to change these T&C at any time.
3.
GENERAL AGREEMENT
3.1 The general agreement given herein, in conjunction with the relevant service agreement/relevant order constitute the entire agreement and understanding between the parties relating to the subject matter hereof.
3.2 Variations of the provisions of these general T&C’s will be invalid unless confirmed in writing by the authorized signatories of both parties.
3.3 Should any provision of these T&C’s be declared invalid or illegal for any reason, the remaining provisions of these T&C’s shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.
4.
QUOTATIONS, PURCHASE ORDERS AND ORDER CONFIRMATION
4.1 All quotations /offers made by ETE are open for acceptance within ten (10) calendar days from the date of issue, unless otherwise specifically stated in the offer.
4.2 No order shall be binding on ETE unless and until confirmed by ETE in writing.
4.3 In order for the agreement to be binding, an order shall be confirmed in writing by ETE, and only our Terms and Conditions (“T&C”) shall apply to the execution of the order, unless otherwise agreed in an individual service agreement.
4.4 In case of objections to the contents of the order confirmation, such objections shall be made in writing and shall be received by ETE not later than five (5) business days after the date of the order confirmation.
5.
CUSTOMER OBLIGATIONS
5.1 The customer is responsible for verifying that the Services are suitable for its specific needs.
5.2 The Customer warrants, represents and undertakes that the materials submitted to ETE shall not contain anything of an obscene or blasphemous nature and shall not (directly or indirectly) infringe the intellectual property rights of any third parties.
5.3 The Customer must supply all materials, information and components necessary to enable ETE to provide the agreed Services.
5.4 The Customer must confirm that it owns or is legally entitled to possess and use any such material, components and information and hereby grants ETE a license to use the same for the purposes of providing the language services.
5.5 If You fail to supply the foregoing when reasonably required by ETE, ETE shall be relieved of any obligation to perform the agreed Services to a previously agreed schedule.
5.6 The Customer must indemnify and continuously keep ETE and our affiliates (which for the purposes of this clause includes our and our affiliates’ employees, officers, directors, agents and sub-contractors) indemnified from and against any liability, losses, damages, costs and expenses arising from the use or possession by ETE of any materials, information and/or components supplied by You to ETE.
6.
RATES AND TERMS OF PAYMENT
6.1 The prices for services shall be those set forth in our order confirmation/service agreement. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, excise, value added, and similar taxes or charges imposed by any government authority.
6.2 Unless expressly stated otherwise in the order confirmation/service agreement, payment for services are due within thirty (30) calendar days of the date of the applicable invoice. This without any offset or deduction.
6.3 Payment for services must be received on the date specified on the invoice as the final due date for payment.
6.4 If you fail to pay any invoice within five (5) business days of the due date of payment, we may suspend delivery of any order or any remaining balance thereof until payment is made or terminate delivery of any order or any remaining balance thereof by providing written notice of termination to you within seven (7) calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 20 % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
7.
TERMINATION
7.1 These T&C’s shall expire when all the obligations of the parties under all Orders are complete
7.2 An Order may be terminated by either party: (i) with immediate effect if the other party fails to perform any of its material obligations under these general T&C’s and such failure continues for 14 days after written notice; or (ii) upon 30 days written notice. Upon such expiration or termination all fees including fees for work-in-progress shall fall due and each party shall deliver to the other any property belonging to that other party. Termination shall not affect any accrued rights and liabilities of either party.
7.3 During the precontractual negotiations, the supplier shall immediately be informed, as soon as circumstances arise within the environment of the customer that may lead to a break-off of the precontractual relationship (e.g. cancellation of budget, short-term change or suspension of the project).
7.4 The customer must within ten (10) business days of receipt of any finished deliverable of the Services, notify ETE in writing of any suspected defects or errors.
7.5 In the absence of such notification, You shall be deemed to have accepted the deliverable of the Services.
7.6 The Customer shall not withhold acceptance due to any discrepancy which does not significantly compromise the accuracy of any deliverable.
8.
TERMS OF DELIVERY
8.1 All deliveries of translations/ Services shall be delivered in accordance with the individual service agreement.
8.2 The delivery dates of services shall be those set forth in our order confirmation and/or service agreement. The time of delivery has been fixed by ETE at our best estimate with the reservations made when the quotation was given/the agreement was confirmed.
8.3 If the Supplier waits for the collaboration or the information of the Customer, or if he is otherwise prohibited from the implementation without negligence or intention, the time for delivery and time for the provision of services is considered as extended during the period of prevention plus during an adequate period after the prevention has ended.
8.4 If a delay in delivery is due to ETE being in an unforeseen situation, the time of delivery shall be postponed by the time of duration of the obstacle. However, both parties shall, without any liability, be entitled to cancel the agreement if the obstacle has lasted for more than 1 month. The present provision shall apply whether the cause of delay occurs or not, before or after the expiry of the agreed delivery time. In the above case, we shall notify the Customer of the change in delivery time without undue delay.
8.5 Mailing or delivery to a carrier (including mail, facsimile, e-mail) for the purpose of transmission to You shall, for the purposes of the Contract, constitute delivery to you.
8.6 We reserve the right to make delivery in installments.
9.
CONFIDENTIALITY
9.1 Each party shall keep confidential all information disclosed by the other relating to the disclosing party’s business (“Confidential Information”);
9.2 Any use of such information shall only be made in connection with these T&C’s.
9.3 This provision shall not apply to information which: (i) becomes generally available to the public through no fault of the receiving party; (ii) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from transferring the information to the receiving party by any contractual, legal or fiduciary obligation; or (iv) is disclosed by ETE to its subcontractors for use only in connection with these T&C’s and under a duty of confidentiality no less onerous than that of the parties hereunder.
9.4 All parties agree that all confidentiality obligations shall survive for a period of five (5) years from the date of disclosure and that each party shall, upon request, return or delete all documents and electronic media containing the other party’s Confidential Information, including all copies thereof.
9.5 The customer shall notify ETE SRL if the received material consists of GDPR sensitive information.
10.
CANCELLATION OF ACCEPTED SERVICES
10.1 In case of cancellation of the accepted Services, the Customer shall be under the obligation to pay full compensation, including for loss of profit, and generally to indemnify ETE for all costs incurred in connection with the cancellation.
11.
LIABILITY
11.1 The language services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
11.2 We adhere to use reasonable skill and care in selecting translators, interpreters and other personnel used to produce any translations and/or perform any services.
11.3 No terms, conditions or warranties, whether expressed or implied, about the quality of the services performed or any translated materials shall be incorporated unless expressly set out in the Contract.
11.4 ETE does not warrant that any Translation or Service will meet your specific requirements and, unless otherwise agreed in writing, ETE does not warrant that the operation of any translated material sent to you or Services performed by ETE will be uninterrupted or error free. Furthermore, ETE does not warrant or make any representation regarding the use of the translated material or the Services provided in terms of their accuracy, correctness, and reliability or otherwise.
11.5 You acknowledge that any original material and Translated material submitted by and to you over the Internet or via the ETE platform cannot be guaranteed to be free from the risk of interception or corruption even if transmitted in encrypted form and that we have no liability for the loss, corruption or interception of any original material or translated material.
11.6 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, procurement costs, loss of data, injury to reputation or loss of customers.
11.7 If a third party makes a claim against one of the parties for liability for damages in accordance with the present Clause, the party in question shall immediately notify the other party.
11.8 If you fail to notify ETE of any Claim within 30 calendar days, we shall not be liable to you.
12.
FORCE MAJEURE
12.1 Either party shall not be liable in case of any delay or failure in performance where such delay or failure is caused by any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the parties shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the obligations of the parties shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, giving thirty calendar days’ prior written notice to the other party.
13.
MISCELLANEOUS