TRADUCTA ITALY S.R.L.
GENERAL TERMS OF SALE

17 February 2022

ARTICLE 1: DEFINITION

Under these General Terms of Sale (GTS or General Terms), the following definitions apply:

TRADUCTA S.R.L.: limited liability company with share capital of 20,000 Euro, tax code and VAT number IT12199220968, REA number MI-2646813, domiciled in VIA COLONNELLO APROSIO 71 CAP, I - 18019 VALLECROSIA (IM) and with digital domicile at traducta.italy@flexipec.it. (“TRADUCTA” or the “Supplier”).

Customer: The legal person acting in the context of a profession or an enterprise or the natural person who meets the legal qualification of consumer, by virtue of [Italian] Legislative Decree No. 206 of 6 September 2005 (the “Consumer Code”), with which TRADUCTA ITALY SRL stipulates a contract that has as its object the provision of translation, interpretation, telephone or videoconference interpreting, dubbing, subtitling and transcription of audio files.

Services: Services such as Translation, Interpreting, Telephone or Videoconference Interpreting, Dubbing (voice-over and speaking), Subtitling and Transcription of audio files proposed by TRADUCTA S.R.L. to the Customer in the context of an offer or a contract entered into between the Supplier and the Customer.

Contract: The contract entered between TRADUCTA SRL and the Customer, with the object of the Supplier’s provision of translation, interpreting, telephone or videoconference interpreting services, dubbing, subtitling and transcription of audio files against payment of a price by the Customer.

ARTICLE 2: SCOPE

These GTS govern all contracts to be entered into between the Supplier and the Customer and constitute the only document of the relationship between the Parties.

They can be consulted at any time on the TRADUCTA website at: https://www.traducta.it. and, as applicable, prevail over any other version or document in contradiction thereto.

The purpose of these General Terms is to define the conditions under which the Supplier provides the Customer, who requests it, through the website https://www.traducta.it, by e-mail or through a paper medium addressed directly to TRADUCTA S.R.L., services such as translation, interpreting, telephone or videoconference interpreting, dubbing, subtitling and transcription of audio files.

The Customer declares that they have read and understood these GTS and have accepted them before the inception of the order procedure. The Customer also declares to have the required capacity to sign the Contracts and purchase the Services proposed by TRADUCTA S.R.L.

These GTS apply, without restrictions or reservations, to all Services TRADUCTA S.R.L. renders to Customers. Therefore, any provision the Customer introduces conflicting with or in addition to these GTS (e.g., the General Terms of Purchase used by the Customer), will be considered null and void unless the Supplier expressly accepts this in writing.

These GTS may be subject to further changes. In this case, TRADUCTA S.R.L. will inform the Customer in writing, at least one month before the change becomes effective. Unless the Customer raises an objection within two weeks of the date the written notice is sent, the Customer is deemed to have tacitly accepted the change introduced.

ARTICLE 3: ORDERS AND CONCLUSION OF THE CONTRACT

The offers made by TRADUCTA S.R.L., both verbally and in writing, are not binding. The term ‘Offer’ specifically includes attachments, such as price lists, brochures and other information regarding the Services proposed by the Supplier and brought to the Customer’s attention in writing or verbally.

The Customer chooses the Services they wish to order. Please note that the choice and purchase of a Service is the Customer’s sole responsibility. Therefore, it is the Customer’s responsibility to verify the correctness of the order before sending it in writing to TRADUCTA S.R.L. by e-mail.

The Contract will be considered concluded only after:

sending the Customer written confirmation of acceptance of the order by e-mail or equivalent means;
and, if TRADUCTA S.R.L requests a deposit payment, following its full, effective collection, as better specified below, in Art. 6.

For Services that require the submission of a quote, the Contract will be considered concluded only after:

the Supplier compiles a quote, sent to the Customer;
the Customer’s express written confirmation of the quote and any other Services provision methods, by e-mail or equivalent means.

The quote is valid for thirty (30) calendar days, except as otherwise specified in the same quote. In accordance with the terms specified in Art. 6 of these GTS, the quote will detail: (i) the deposit amount to be paid by the Customer; (ii) the time required for the service performances; and (iii) the methods of service performances.

It is expressly specified that a Customer who has not confirmed their order under the conditions set out in TRADUCTA S.R.L.’s quote cannot demand the execution of the Services subject to the quote from the latter.

No changes or additions introduced by the Customer with respect to the quote will bind the Supplier unless it expressly accepts them in writing.

ARTICLE 4: CONDITIONS FOR REFUNDING THE DEPOSIT PAID AT THE TIME OF ORDER CONFIRMATION

Any order the Customer confirms in the forms and under the conditions expressly provided for in Article 3 of these GTS, obliges the Customer to fully pay the price for the Services offered, in the manner referred to in Article 5 below, without the Customer having the right to revoke their order or cancel it and to demand the refund of the deposit paid at the time of order confirmation, without prejudice to the provisions of Art. 19 below.

If, at the time the Customer confirms the order in the forms and under the conditions expressly provided for in Article 3, TRADUCTA S.R.L. is no longer able, for any reason, to ensure the Services in accordance with that indicated in the quote sent to the Customer and accepted by the latter:

TRADUCTA S.R.L. will submit a new quote to the Customer that the latter remains free to accept or reject within 3 (three) days after receiving it;
only If the proposed new quote is not accepted by the Customer will the Supplier proceed with the immediate reimbursement of any deposit the Customer paid, without the latter having the right to demand payment of any additional amounts or compensation.

ARTICLE 5: PRICES

5.1 The Services are provided according to the TRADUCTA S.R.L. price list in force on the date of placing the order, in accordance with the quote it drafts and the Customer accepts, by under the conditions provided for in Article 3 of these GTS. All prices are in euro and are inclusive of VAT for individual customers, exclusive of VAT for business customers. At the same time as providing the Services ordered, TRADUCTA S.R.L. will issue an invoice and deliver it to the Customer. The Supplier reserves the right to change the agreed prices at any time, prior to the conclusion of the Contract. In this case, the Supplier must previously inform the Customer, who may or may not accept this change.

ARTICLE 6: TERMS OF PAYMENT OF SERVICES

6.1 In accordance with Articles 3 and 5 of these GTS, the price of the Services is defined based on a quote and payable in advance, unless otherwise agreed.

6.2 The payment of a deposit on the total price of Services will be required at the time of order confirmation and the balance due must be paid before the Service provision. Unless otherwise agreed, the Customer must have paid the price for the Services in full before the start of their provision and, at the latest, on the date scheduled for provision of the aforementioned Services.

6.3 In the event of non-payment, of the consideration, entirely or in part, by one of the established deadlines, TRADUCTA S.R.L. reserves the right to charge the Customer, without the need for default, interest pursuant to art. 4 of [Italian] Legislative Decree No. 231 of 9 October 2002 until the date of actual payment.

6.4 Notwithstanding the foregoing, failure to pay, even partially, for the Services, within 30 (thirty) days of the established deadline, gives the Supplier the right to immediately terminate the contract to which the payment refers pursuant to art. 1456 of the [Italian] Civil Code, by registered letter with return receipt, certified email or equivalent.

ARTICLE 7: CONTRACT PERFORMANCE

All orders are accepted and performed at the Supplier’s sole discretion also in the presence of an express or implicit request by the Customer that an order be executed by a specific provider within TRADUCTA SRL. After the conclusion of the Contract, TRADUCTA S.R.L. will provide the Services in accordance with the specifications agreed with the Customer by virtue of that agreed in the Contract.

The Customer is obliged to do, or cause to be done, all that is reasonably necessary and desirable to allow timely and correct Contract performance. This also includes the satisfaction of the requests of TRADUCTA S.R.L. regarding the transmission of further information to allow correct Contract performance.

TRADUCTA S.R.L. is authorised to outsource the services to third parties to meet the needs related to correct Contract performance.

ARTICLE 8: CHANGES TO CONTRACT AND ADDITIONAL SERVICES REQUESTED BY THE CUSTOMER

8.1 The Customer has the right to request that changes be made to the Services requested.

TRADUCTA S.R.L. will compile a new quote and adjust the price if it agrees to the Customer’s requested changes to the agreements. In such a situation, the Customer will be bound by the price as adjusted by the Supplier.

8.2 It is expressly specified that TRADUCTA S.R.L. will not be obliged to follow up on the Customer’s requests if the progress of the Services or the performance itself does not allow this. In this case, no liability can be charged to the Supplier.

8.3 If TRADUCTA S.R.L. fails to satisfy the request for changes made by the Customer, the former will be authorised to terminate the Contract, without having to pay any kind of compensation to the Customer, retaining the amounts received until then. Therefore, in such an event, the advance paid by the Customer will remain acquired by the Supplier, who may invoice the Customer for an additional amount proportional to the number of words already translated or services already provided.

8.4 TRADUCTA S.R.L. will not introduce changes or additions to the Services with respect to the contractual provisions, without the written authorization of the Customer. However, if the Customer does not consent to changes or additions deemed essential for the Supplier for the service performance in a workmanlike manner, the Supplier will be exempt from any and all liability and will not provide any guarantee for the Service in question, without prejudice to the rights referred to in art. 1660 of the [Italian] Civil Code.

ARTICLE 9 – CANCELLATION OF THE ORDER

9.1 In the event the Customer cancels the order after acceptance by TRADUCTA S.R.L., for any reason that does not fall within the scope of Article 17.A of these General Terms of Sale, or in the cases provided for by law, the deposit paid at the time of the order cannot be refunded and will be considered as acquired by right by TRADUCTA S.R.L.

9.2 Similarly, in case the Customer cancels the order following the Supplier’s acceptance and if the service performance has already been started, an amount proportional to the Services performed will be paid to TRADUCTA S.R.L. and invoiced to the Customer based on the official prices in the manner to be agreed jointly.

ARTICLE 10: SERVICE PROVISION MODES

a. Communication of the technical and specific glossary regarding the interpreter’s area of performance

The Customer is informed that the interpreters made available to them in the context of Service provision are not technicians in possession of a perfect mastery of the specific terminology in use in the sector(s) of activity for which the interpretation service is required.

It follows that, in the context of Service provision, TRADUCTA SRL does not guarantee the use of the technical and specific terminology of the Customer’s sector of activity and that commonly used within its organisation.

In such a context, the Customer must transmit to TRADUCTA S.R.L., without the latter’s request, at least eight (8) days before the start of Service provision, all the documentation necessary for effective Service provision. This necessary documentation includes, in particular, the technical glossary and a list of terms specifically used in the area of specialisation concerned by Service provision.

If the Customer does not provide the aforementioned glossary at least eight (8) days before the start of Service provision, normal practice is for the interpreter to resort to established technical terms without this being questioned.

b. Invoicing for Remote Interpreting Services

Telephone interpreting services are invoiced at 15-minute intervals.

Videoconference interpreting services are invoiced at one-hour intervals.

Any time interval that has started is invoiced in its entirety.

Remote interpreting services are by appointment. Service invoicing starts from the precise appointment time. However, an appointment cancelled at least forty-eight (48) hours in advance will not be invoiced.

The first time interval will be invoiced as follows:

any appointment that has not been cancelled twenty-four (24) hours in advance
any appointment the Customer does not attend

c. Expenses related to in-presence execution of the Interpreting Services:

Unless the parties agree otherwise, all expenses incurred to travel to the place where the service is to be provided (plane, train, taxi, board, accommodation, and so on) remain the responsibility of the Customer and are re-invoiced at their cost.

The Customer undertakes to pay them upon receipt of the invoice accompanied by the relevant supporting documents.

d. Schedules for provision of in-person interpreting services

If the Services are performed during lunch (12-14:30) or dinner (19:15/21:30), the Service duration will be considered when calculating the actual hours of Service provision.

More precisely, when an interpreter is brought to lunch or dinner by the Customer in the context of Service provision, the duration of this lunch or dinner will be considered part of the actual time of Service provision. If required, the Customer will sign the interpreter’s attendance sheet.

e. Customer’s insurance for risks related to the performance of in-person interpreting services

The Customer declares being insured for the risks related to Service provision.

This insurance must specifically cover, for the interpreter’s benefit, the risks of accidents at the place of the assignment for its duration, in addition to all damage to their physical integrity, civil liability, etc.

f. Damage or loss of hardware equipment necessary for provision of the interpreting service and made available to the Customer

If the hardware necessary for provision of the interpreting service (such as booths, microphones, headphones, etc.) are made available to the Customer, he or she is entirely responsible from the moment of delivery until the moment of collection or return. Any damage or loss will be invoiced at the cost established by TRADUCTA S.R.L., which has rented the equipment.

g. Extension of the term of Service provision to be assigned to the Customer

If the term of Service provision is extended due to circumstances attributable to the Customer, he or she must bear the additional costs and the following items, specifically:

payment of the additional hours necessary for Service provision at the price indicated in the quote accepted by the latter;
reimbursement, upon first presentation of supporting documents, of the interpreter’s travel expenses (air or rail tickets) resulting from the extension of the term of Service provision;
reimbursement, on the first presentation of supporting documents, of the interpreter’s accommodation expenses and fees in case they are forced to provide for living expenses in the place in which they carry out their assignment due to the extension of the term of Service provision.

h. Conversation Recording

As part of the Interpreting Service provision, if the Customer requests recording of conversations, they must first inform the participants in the conversation and obtain their authorisation. TRADUCTA S.R.L. will record the aforementioned conversations only for any transcription needs and after having received the Customer’s confirmation that it has received each of the participants’ authorisation. TRADUCTA S.R.L. declines any responsibility regarding the authorisations granted by the participants and the correctness and adequacy of the form in which they are granted. To comply with the provisions of the regulations on the protection of personal data, TRADUCTA S.R.L. will not transmit the records to the Customer and will destroy them after delivering the translation to the Customer.

ARTICLE 11: INTELLECTUAL PROPERTY

TRADUCTA S.R.L.’s intellectual property rights concerning the services performed and the Services rendered in favour of the Customer (including but not limited to the information material, databases, glossaries and translation memories) are the Supplier’s exclusive property.

TRADUCTA S.R.L. remains the owner of the rights of use until receipt of the complete balance of the invoice and the Customer will not benefit from the service before the complete payment of the invoice. After having fully paid the agreed fee, the Customer may use and/or exploit these intellectual property rights under the conditions provided for in the quote, whether it is a free use right, on any medium and without duration limits, or a restricted use right.

In no case is Customer authorised for distribution nor any form of commercial exploitation of the materials the Supplier produces and provides to the Customer in the service performance, nor to create derivative works thereof.

ARTICLE 12: SPECIAL CONDITIONS REGARDING THE NATURE OF CERTAIN SERVICES

A. INTERPRETATION SERVICES

Depending on the Services, various forms of interpretation can be made available to the Customer:

LIAISON OR CONSECUTIVE INTERPRETING: in a liaison or consecutive interpreting session, the interpreter’s role is to act as a link between two parties who do not express themselves in the same language. The speaker(s) must pause to allow the interpreter time to translate the meaning of the conversation. This technique is used in business meetings, training meetings, for assistance services, in person, on the phone or remotely.

SIMULTANEOUS INTERPRETING (IN BOOTH): in a simultaneous interpreting session, the interpreter works in a soundproof booth with at least one second interpreter, as the uninterrupted working time interval is limited to twenty (20) minutes and the interpreters must alternate.

The speaker speaks using a microphone connected to the interpreter’s workstation, which has a headset. The interpreter instantly reports the meaning of the speech by speaking into a microphone. The contents of the speech reach the audience, which listens to them through headphones, translated into the relevant language.

B. DUBBING SERVICES

With regard to dubbing, the quoted prices are based on the information provided by the Customer, namely the duration of the original file, the number of characters in the text, type of voice, languages, and the processing of the audio file. The Services of TRADUCTA ITALY S.R.L. are free to use on any medium, without duration limits, unless otherwise indicated in the quote.

The Supplier reserves the right to revise the quote if certain operations have not been foreseen or if the Customer, as the author, makes changes.

For each order, the Customer confirms the choice of a voice. If after delivery of the file this voice no longer satisfies them, the invoice amount will still remain due.

A new quote must therefore be made for a new recording. If the Customer requests the integration of sound media such as music or other, they must ensure that the rights of the relevant owners, authors, publishers or composers are respected, especially those protected by SIAE [Società Italiana degli Autori ed Editori - Italian Society of Authors and Publishers]. TRADUCTA S.R.L. can never be involved in matters involving this agency.

The order will be accepted only after receiving the signed quote, with the order attached, if indicated as necessary in its wording, and possibly accompanied by the deposit payment.

The delivery method is mainly VIA E-MAIL, with MP3 or MP4 file attachments, unless otherwise indicated in the quote.

Complaints concerning the service must be submitted within five (5) days of provision.

ARTICLE 13: LIABILITY OF TRADUCTA SRL – GUARANTEE

TRADUCTA S.R.L. undertakes to provide Services that meet an adequate quality level with explicit reservation of fulfilment of the obligation towards the Customer, as provided for in Article 9. a) of these GTS.

The Customer is not entitled to refuse an interpreter on account of his or her accent when they have a correct command of the languages for which knowledge is required for Service provision.

If the service provided by an interpreter does not satisfy the Customer, he or she must inform TRADUCTA S.R.L. within four (4) hours after the start of Service provision, specifying by e-mail, in a detailed, clear and categorical manner, the reasons that led him or her not to accept the interpreter’s performance.

In such a situation, the Supplier undertakes to do everything possible to replace the aforementioned interpreter, to the extent that there are substitutes available. The impossibility of replacing an interpreter whose service has been refused by the Customer due to the absence of available substitutes is considered a cause of force majeure. For this reason, the Supplier cannot be required to remedy the problems caused by this explicit cause of force majeure.

Any dispute regarding the quality of the Services must be made by registered letter with return receipt or certified e-mail within eight (8) days, starting from the date of occurrence of the disputed events.

The letter of complaint must be substantiated by concrete and verifiable elements. No claim may constitute a reason for refusing to pay for the Services and TRADUCTA S.R.L. cannot be asked for any compensation. The liability of TRADUCTA S.R.L. is limited exclusively to the Services provided.

Therefore, the amount by which the Supplier’s liability can be quantified is limited to the invoice amount or the amount estimated by the insurance company covering the latter’s liability.

ARTICLE 14: EXPRESS TERMINATION CLAUSE

TRADUCTA S.R.L. will have the right to terminate the Service provision Contract, pursuant to and for the purposes of art. 1456 of the [Italian] Civil Code in the event the Customer violates one of the following articles 6 and 10 of these GTS as well as in the cases expressly provided for by law and if the Customer is, for example, in the winding up process, is subject to bankruptcy or other insolvency proceedings, or in any case is in a state of insolvency.

In this case, the termination occurs automatically when the Supplier declares to the Customer the intent to use the termination clause.

ARTICLE 15: WITHDRAWAL

The Customer has the right to withdraw from the Service Provision Contract even if its performance has already begun. In this case, the Customer will be required to pay the entire fee agreed for the Service, which must be paid to the Supplier within 30 (thirty) days from the date of the relevant request by the Supplier. The provision does not affect the Supplier’s right to request compensation for any greater damage.

ARTICLE 16 – RIGHT OF WITHDRAWAL FOR REMOTE CONTRACTS

Customer Rights, if they meet the legal qualification of “consumer,” are protected under [Italian] Legislative Decree 206/2005 as amended.

Therefore, the Customer has the right to withdraw from the contract, even partially, without explanation and without additional costs, provided that the withdrawal is communicated by registered letter with return receipt to the address of TRADUCTA S.R.L.: Via Leone XIII, 14 20145 MILANO or by certified email (PEC) to the address traducta.italy@flexipec.it within 14 working days from the day of the conclusion of the Contract. The communication can be anticipated, within the same period, by e-mail to the address info@traducta.it, provided that it is confirmed by registered letter with return receipt or certified e-mail within the following 48 hours. Such communication must specify the intention to withdraw from the purchase of the Service(s) for which the right of withdrawal is intended to be exercised. In case of exercise of the right of withdrawal within the period indicated above, only the price of the requested Services will be refunded.

However, the Customer who requests that the provision of Services be immediately performed by TRADUCTA S.R.L. without waiting for the end of the withdrawal period, is informed of the fact that by reason of this express request and in accordance with the provisions of art. 59, paragraph 1, letter A) of the [Italian] Consumer Code, they expressly waive their right of withdrawal for the provision in question.

The reimbursement of the amounts actually paid by the Customer will take place within a maximum period of 14 days from receipt by TRADUCTA of the Customer’s withdrawal notification.

ARTICLE 17: FORCE MAJEURE - CONFIDENTIALITY

a. Force majeure

In any case, the Supplier will not be liable to the Customer if fulfilment of the Service provision contract is delayed, made impossible or excessively burdensome due to unforeseeable events not attributable to the former. Such events include but are not limited to the following: pandemics, natural events (such as fires, floods, storms, earthquakes), acts of any public authority, explosions, accidents, wars, insurrections, sabotage, terrorist acts, epidemics, national strikes, interruptions of supplies (such as electricity, telephone lines or other means of communication, as well as other essential elements for Service provision), computer viruses.

If, for reasons not attributable to the Supplier or the Customer, the service performance and/or the delivery of the related materials to the Customer and/or the execution of any other obligation of TRADUCTA SRL remains suspended for a period exceeding three (3) consecutive months, either party has the right to terminate the contract without any liability whatsoever to the other party. The provisions of Art. 1672 of the [Italian] Civil Code remain unaffected.

In case of absence for the entire duration of the event of an interpreter already travelling to the destination of the assignment due to force majeure, 50% of the fees and expenses will be borne by the Customer

With regard to telephone or videoconference interpreting services performed through a telephone or online operator (Zoom, Microsoft Teams or equivalent platform), the Supplier cannot be held responsible for the poor quality of the telephone connections or the videoconference system. Consequently, interruptions of connections or other types of interruptions cannot be attributed to them.

In the event of an unexpected illness justified by a sick certificate drawn up by a doctor before or during Service provision, the Supplier will make every effort to replace the interpreter.

The impossibility of replacing an interpreter absent due to illness and the unavailability of available substitutes is considered a cause of force majeure. In this regard, TRADUCTA S.R.L. will not be required to repair the inconvenience caused by this force majeure.

However, Service provision will not result in invoicing the part of the Services not performed. On the other hand, the Customer will be invoiced for the cost of any rental of hardware and transport costs incurred.

b. Confidentiality

The Supplier and the Customer mutually undertake to keep strictly confidential, and to use exclusively for the purpose of executing the Service provision contract, all the information and documentation exchanged between them regarding the Service or in any case to their activity, whether said information is of a technical, technological, productive, commercial, corporate, administrative, financial or business nature in general. Exceptions to the confidentiality obligation includes information that is in the public domain at the time it is communicated, or subsequently becomes available due to a fact not attributable to the party that received it, as well as information, the disclosure of which is necessary for regulatory provision or is requested by the Judicial Authority or other Public Authority.

TRADUCTA S.R.L. ensures that the internal and external personnel used for Service provision (translators, interpreters and collaborators and of any person who has performed a Service or participated in the Service provision) are subject to the aforementioned confidentiality obligation.

The Supplier will endeavour to obtain the same commitment from the

ARTICLE 18: PRIVACY POLICY (ART. 13, GENERAL DATA PROTECTION REGULATION - REG. EU 2016 / 679)

Pursuant to Articles 13, 15, 16, 17, 18 of the General Data Protection Regulation, REG EU 2016 / 679 (hereinafter, the “GDPR”), the Data Controller [for] the Supplier provides the following information:

The Customer’s personal data will be processed, by virtue of contractual and/or pre-contractual relationships, for administrative/accounting and management purposes; data may be communicated to the providers involved in the provision of the contractual service in particular: suppliers of operational/management programmes, translators in foreign countries, professionals for administrative/tax consultancy, credit institutions, financial administration and other entities, when provided for, in the forms and in the ways provided for by law. Personal data are stored in the premises of the Service Provider that hosts the servers of the Optilingua group, to which it belongs, which also includes Traducta Italy. The address where the servers are located is as follows: IDC9, 27 rue Gilbert Rousset, 92600 ASNIÈRES SUR SEINE (France). The backup of these servers can be found at: IDC11, 210 Chemin de la Plaine, 06250 Mouginse (France). It is specified the Data Controller may have to send the data contained in the document to be translated to countries outside the EU, to pursue the contractual purposes listed above.

The processing duration takes into account the specific regulations on the management of administrative relationships (point a) art. 13, par. 2 GDPR); the interested party has the right to request access, deletion or modification of their personal data, by contacting the address info@traducta.it
The Supplier also specifies that the communication of the data covered by this information derives from obligations to which the Data Controller is subject and from procedures provided for the management of the contractual relationship, and that failure to provide them would not allow their establishment and/or continuation.

In light of the above, with the acknowledgement of these Terms, and by entering the contract, the Customer consents to the processing of their personal data for the performance of the activity, for promotional, commercial, marketing and communication purposes and to the transfer of the same to foreign countries potentially not within the European Union.

15. Proprietary rights of the Supplier 15.1 The Supplier owns the property rights on what is achieved in the process in the Service provision, including, for example, the informative material, the databases, glossaries and translation memories. 15.2 In no case is the Customer authorised to distribute or perform any form of commercial exploitation of the materials the Supplier produces and provides to the Customer in the service performances, nor to create derivative works thereof. 15.3 If the Supplier and/or its collaborators hold the copyright on the work carried out in the service performances, they are deemed to be transferred to the Customer, and included in the consideration for the assignment, exclusively the property rights strictly related to the purpose and nature of the assignment itself, without prejudice in any case to the provisions of the previous articles 15.1 and 15.2. The transfer to the Customer of any right on glossaries and translation memories is excluded. This shall be without prejudice to any express agreement to the contrary, to be formalized in writing and with the right of the Supplier to apply in this case a specific fee for the transfer.

ARTICLE 19 – PROVISION OF SERVICES AND COMPLAINTS

19.1 The Services the Customer requests will be provided to the address it indicates at the time of their order, according to the terms indicated in the quote or on the receipt of the order.

19.2 This term starts from the date TRADUCTA S.R.L. receives the corresponding order, duly signed by the Customer and accompanied by the down payment.

19.3 If the requested services are not provided within 30 days after expiry of the above deadline, for any reason other than force majeure or any action by the Customer, the Contract may be terminated at the Customer’s written request in the manner provided for in Article 61 of the [Italian] Consumer Code.

19.4 The sums paid by the Customer will therefore be returned in accordance with the provisions of Article 61, par. 6 of the Consumer Code.

19.5 In the event of a special request from the Customer regarding the delivery terms of the Services, duly accepted in writing by TRADUCTA S.R.L., the related costs will be subject to additional specific supplemental invoicing.

19.6 In the absence of reservations or complaints expressly communicated by the Customer upon receipt of the Services, or within the deadline indicated below, these will be considered compliant with the order, both from the point of view of quantity and quality.

19.7 The Customer has a period of fifteen (15) days from the day of Service provision to send the Supplier his or her reservations or complaints, with supporting documents. Complaints can only be accepted if validly sent by the Customer according to the aforementioned methods. The Supplier must (as far as possible) within a short period and at its own expense, in the manner agreed by the Customer, rectify the Services, the defects of which will be duly proven by the Customer.

ARTICLE 20 – PRE-CONTRACTUAL INFORMATION – CUSTOMER ACCEPTANCE

The Customer acknowledges having received the communication of these General Terms of Sale before sending the order, as well as all the information referred to in Article 48 of the [Italian] Consumer Code, and in particular:

the Services’ main features, to the extent appropriate to Service communication support;
the price of the Products and the related costs (delivery, for example);
in the absence of immediate execution of the contract, the date or deadline on which the Supplier undertakes to deliver the Service provision;
information regarding the identity of TRADUCTA S.R.L., its postal, telephone and electronic data and its activities, if these cannot be inferred from the context;
information on the legal and contractual guarantees and their methods of performance;
functionality of the digital content and, where applicable, its interoperability;
the option to use arbitration in the event of a dispute;
information regarding the right of withdrawal (existence, conditions, term, methods of exercising the right and type of waiver), the methods of withdrawal and other important contractual conditions.

ARTICLE 21 – DISPUTES

All disputes arising from purchase and sale transactions concluded in application of these General Terms of Sale, regarding their validity, interpretation, performance, resolution, consequences and which cannot be resolved by TRADUCTA ITALY and the Customer, are within the exclusive competence of the Court of Milan.

ARTICLE 22 – FINAL CLAUSES

The individual Service provision contracts are governed by the agreements entered into from time to time and transposed into the Supplier’s offer accepted by the Customer as well as by these General Terms.

Any previous verbal or written agreements between the Supplier and the Customer will thus be deemed replaced and repealed. No subsequent contractual changes are effective unless expressly agreed in writing.

Should any clause of these General Terms be considered invalid or ineffective, such invalidity or ineffectiveness will not affect the validity of the remaining clauses that will continue to be fully effective.

Communications between the parties concerning their contractual relationships must be in writing and, except when a particular form is expressly provided for, may be made by ordinary or registered mail, fax or e-mail, to the addresses that each party will be responsible for providing to the other in writing in a complete and timely manner, even in the event of any subsequent changes.

For any issue that is not explicitly regulated by these General Terms of Sale, please refer to the content of [Italian] Legislative Decree No. 206 of 6 September 2005 (the “Consumer Code”).

ARTICLE 23: ABSENCE OF OFFSETTING OF NON-RECIPROCAL RECEIVABLES OR PAYABLES

Unless there is explicit, prior and written authorization by TRADUCTA ITALY S.R.L., and unless the mutual credits and debts are certain, liquid and payable, the Customer Company cannot validly compensate any penalties for delays in the Service provision ordered or non-compliance with an order, on one hand, and the sums the Customer Company owes to TRADUCTA ITALY S.R.L. for the purchase of the aforementioned Services, on the other hand.

General Conditions of Sales