1. GENERAL CONDITIONS
1.1 Scope of application
These terms and conditions shall apply to all AlfaBeta’s bids and assignments entrusted to it, and shall prevail over any terms and conditions provided unilaterally by the customer, unless expressly accepted in writing by AlfaBeta.
1.2 Implied acceptance of the conditions
All bids and quotations communicated in any form are to be considered non-binding unless explicitly stated otherwise. It is presumed that the customer, when making down payments, cash payments or issuing letters of order, has taken cognizance of these conditions of supply explicitly referred to in the signed quotation and has accepted them.
1.3 Additions and changes
Any additions and/or changes to these conditions of supply will be effective only after written confirmation by AlfaBeta.
2. ACCEPTANCE OF ASSIGNMENTS AND METHODS OF PERFORMANCE
2.1 Duration of offers and quotations
All offers and quotations communicated in any form are to be considered non-binding for AlfaBeta, unless explicitly stated otherwise, and will have a maximum duration of one (1) month, after which, without explicit acceptance, they will automatically lapse and AlfaBeta may apply the current rate upon the late acceptance by the customer. Bids submitted as part of a tender process are also to be considered non-binding.
2.2 Order changes and revisions
Any revisions or changes to the original order are not included in the bid price and will be invoiced separately. In the event that the customer, for any reason, decides to change, postpone or cancel the order, AlfaBeta will have the right to charge the customer for the work performed up to the time of the change, postponement or cancellation, requiring an indemnity for the portion of the order not performed. In the case of translation work, and at the explicit request of the customer, AlfaBeta will deliver the translated text even in a non-final form, for the sole purpose of verifying the amount to be invoiced.
AlfaBeta reserves the right to opt out of any assignment after reviewing the text to be translated. In this case, it will inform the customer of its decision within 24 hours of receiving the text to be translated and will not be required to pay any compensation or provide any explanation for its decision.
2.4 Quality of service
AlfaBeta is committed to performing the service with diligence, respecting the provisions proposed by the customer (for example, with respect to the use of terms or glossaries specifically requested or provided) or in any case the internationally recognized quality standards. In the event of any doubt as to the applicability of these provisions, AlfaBeta will inform the customer immediately, prior to commencing the work, reserving the right not to accept the assignment.
2.5 Assigning the work
AlfaBeta reserves the right to have third parties perform all or part of the assignment.
AlfaBeta has a database of approximately 100 professional translators and interpreters selected according to criteria that comply with the ISO 17100:2015 standard. AlfaBeta continuously verifies that all employees involved meet these quality standards.
AlfaBeta is committed to maintaining complete confidentiality regarding both the content of the texts to be translated and any information that comes to its attention while the work is being performed. This commitment to confidentiality will continue beyond the end of the assignment. AlfaBeta will not attempt to profit or take advantage of any information that comes into its possession during the performance of the assignment. In any case, if the work entrusted by the Customer should involve the processing of personal data protected by the GDPR in force, AlfaBeta is authorized to process such data as the processing is functional to the performance of the task received under Article 6 GDPR.
2.7 Description of the assignment
AlfaBeta’s bid and customer engagement letter will contain a brief description of the engagement and the following information will be specified:
- the purpose of the assignment, the use of the text or service, the customer’s requirements, and the volume of work;
- the extent to which the customer’s cooperation will be required, and/or the contribution to be made by the customer, and the person, if any, responsible for maintaining contact with AlfaBeta;
- the materials and data provided to perform the assignment and the time-frame within which they will be provided;
- the person(s) responsible for approving the final text and the terms of approval;
- the customer commissioning the work and the person with signing authority; the manner in which the text or service will be provided (hard copy, email, fax, mail, courier, etc.);
- the latest delivery terms, time-frames for standard review of the final text or service.
Ancillary work and services and related costs will also be briefly mentioned such as:
- final drafting;
- curating the illustrations, photographs or other graphic elements;
- handling the printing and binding phase;
- any shipping costs, etc.
3. RESPONSIBILITIES FOR THE SUPPLIED SERVICES AND PRODUCTS
3.1 Responsibilities towards the customer
The assignment by AlfaBeta of the work, in whole or in part, to third parties will not in any way limit its responsibilities towards the customer.
3.2 Limitation of liability
AlfaBeta will be liable for any damages caused by its actions only in cases of gross negligence ascertained in court. AlfaBeta cannot be held responsible for loss of turnover or lost earnings claimed by the customer as a result of services deemed inadequate.
3.3 Third party compensation
The customer, in connection with AlfaBeta’s professional work, will hold AlfaBeta harmless from any third party claim.
3.4 Ambiguities or errors in customer texts
The presence of ambiguities in the texts to be translated exempts AlfaBeta from any liability towards the customer. AlfaBeta shall not be liable for damages incurred by the customer due to the translation of errors, omissions, use of incorrect terminology or other errors in the original text.
4.1 Delivery times
AlfaBeta is committed to respecting the delivery times agreed with the customer, except in cases of force majeure referred to in paragraph 5. In case of delays compared to the delivery times explicitly confirmed in writing by AlfaBeta in its offer, AlfaBeta, having consulted the customer, may pay the latter compensation not exceeding the maximum amounts provided for in paragraph 4.2 upon payment of the amount due for the work to be delivered. In the case of work involving split deliveries, the percentage of compensation referred to in paragraph 4.2 will be calculated on the fraction subject to delay. In the event of changes to the assignment decided by the customer after the start of the work and concerning the volume and/or degree of difficulty, the deadlines for delivery of the work will be postponed in agreement with the Customer. In any case, AlfaBeta shall have the right to modify delivery times as necessary to manage the change requested, without being obliged to further notify the Customer of this.
4.2 Compensation for late delivery
The maximum indemnities provided for delayed delivery compared to the time agreed in writing are as follows: 5% of the total amount due for the fraction of work subject to a delay exceeding 24 hours from the agreed delivery date; 10% of the total amount due for the fraction of work subject to a delay exceeding 48 hours from the agreed delivery date; 15% of the total amount due for the fraction of work subject to a delay exceeding 72 hours from the agreed delivery date. In the event of a delay of more than 15 (fifteen) working days compared to the agreed delivery time, the customer shall have the right to withdraw from the agreement and, in this case, AlfaBeta shall not be entitled to payment of the amount due for the portion of work subject to the delay.
4.3 Cancellation by the customer
In the event of cancellation of the assignment after it has been conferred, the customer will be obliged to pay AlfaBeta for the part of the assignment already performed in accordance with the provisions of point 2.2.
Cancellation of interpreter services is allowed with notice up to 72 hours before the event. Otherwise the customer must pay the full fee.
4.4.1 Communication by the customer
Any complaints by the customer regarding omissions and defects in the work delivered as well as regarding the invoiced amounts must be communicated in writing by email within eight days from the date of delivery (art. 2226 Italian Civil Code). Notification of any complaints shall in no event relieve the customer of its payment obligations. AlfaBeta’s obligations regarding delivery, correction of defects, refunds or reductions in the purchase price and payment of damages will lapse if the omissions, defects and delays are not reported in writing by email within eight days of delivery.
4.4.2 Obligations of the customer
In case of timely complaints, the material delivered shall be carefully stored and made available, following the first request made to this end by AlfaBeta, for in-depth investigations and verifications that AlfaBeta itself or third parties, specified by the same, may want to perform. Any complaints made after the deadline referred to in paragraph 4.4.1 above will not be considered.
4.4.3 Substantiation of complaints
In the event that AlfaBeta accepts a complaint, it may, at its option, replace the material acquired or grant the customer a price reduction. The customer shall have no further rights, except in cases of intentional or gross negligence by AlfaBeta regarding the quality of the supply.
5. FORCE MAJEURE
5.1 Suspension and cancellation of contractual obligations
In the event of force majeure, the duties between the two parties will be mutually suspended. If the duration of the force majeure situation should make it reasonably impossible to honour the contract, each party shall have the right to cancel the agreement for the future by written statement, without either party being liable to indemnify the other. If for reasons of force majeure AlfaBeta will be forced to stop any further work, AlfaBeta will retain the right of remuneration for the work performed and delivered up to that time.
6.1 Forwarding methods
Unless otherwise agreed in writing, deliveries will be at the customer’s risk. Delivery will be considered made at the time of forwarding by email, modem, fax, courier, regular post, etc..
6.2 Forwarding confirmation (email)
The delivery of data by electronic mail is considered to have taken place at the moment of computer confirmation of the forwarding.
7.1 Copyright law
Subject to explicit, written agreements, AlfaBeta will retain the copyrights on the translations and other written text until the assignment is paid in full. In case of supply of texts and other works under Copyright Law, AlfaBeta will grant at the time of supply the right to a single publication and only for the agreed use. Any other use will require further agreement. In the event of significant changes to the delivered text without AlfaBeta’s approval, AlfaBeta may prohibit the use of its text under the Copyright Act. In that case, the customer will be required to pay for the work performed up to that point. If this situation causes the premature termination of the agreement, the customer will be obliged to pay compensation for the part of the order not yet performed.
7.2 Third party compensation
The customer shall hold AlfaBeta harmless from third-party claims resulting from any copyright infringement and the like caused by the customer and relating to translations, corrections, drafting, drawings, etc. performed by AlfaBeta on behalf of the customer.
8.1 Payment terms
Deliveries shall be paid to AlfaBeta by bank transfer at agreed upon due dates. Invoices shall be paid no later than 30 days from the date of the invoice, unless otherwise agreed. Payment terms are essential.
If a customer has not paid an invoice by the due date, the customer will be required, as from the expiry of that due date, to pay not only the amount due but also default interest pursuant to Italian Legislative Decree No. 231/2002. AlfaBeta will also have the right to terminate all or part of the agreement with a simple notification without judicial intervention, to resume deliveries made and/or to claim damages. All court and out-of-court costs will be borne by the customer. The same applies in the event of bankruptcy or suspension of payments.
Offsetting of mutual receivables and payables with the customer is not permitted.
In order to obtain greater guarantees, AlfaBeta shall have the right to require down payments, bank guarantees and the like, at its sole discretion, prior to commencing the assignment. AlfaBeta also reserves the right to send partial invoices while performing the work. If the customer fails to provide the required guarantees within five days of the request, AlfaBeta shall have the right to suspend its duties and/or withdraw from the contract. In the event of suspension and/or termination of the contract, AlfaBeta shall retain the right to remuneration for the work performed and delivered up to the time of suspension and/or termination.
8.5 Disputes over invoiced amounts
In the event of a dispute over invoiced amounts, the customer must file the complaint within the time limit cited in Article 4.4.1. Failure to do so will automatically void any right to complaint against the invoiced amount.
8.6 Ownership of the supplies
AlfaBeta remains the owner of the work performed until all payables owed by the customer to AlfaBeta are paid in full. The customer has the right of resale and processing of the supplies, limited to its normal business operations and taking into account any copyrights. The customer grants AlfaBeta irrevocable permission to exercise its right of withdrawal of unpaid supplies (after the expiry of the payment deadline and after the payment reminder), and more specifically the access to the spaces and/or land where the supplies in question are located.
8.7 Copies of the supplies
The customer grants AlfaBeta irrevocable authorization to demand the immediate interruption of any copies of the original supplies, in any form, until the debt is paid in full.
8.8 Extension of payments
Any payment extension granted by AlfaBeta to the customer shall not be considered as a tolerance of delay and shall be valid only and to the extent that it has been granted in writing.
8.9 Late payments
Payments by the customer that are late compared to the agreed due dates shall be considered a breach of contract. From that time, AlfaBeta shall have the right to consider all of its duties under the agreement and any other agreements with the customer as suspended.
In the event of two or more customers for the same supply, each of them will be jointly and severally responsible for full compliance with the contracts signed between AlfaBeta and said customers.
9.1 Dispute resolution
Should any disagreements arise regarding the translation work performed by AlfaBeta, the parties may engage a mutually agreed upon language consultant to resolve the disagreement.
10. RESPONSIBILITY FOR PROPERTY
10.1 Materials entrusted by the customer
AlfaBeta will take the utmost care of the materials entrusted to it (written documents, etc.). Under no circumstances will AlfaBeta be liable for loss, destruction or damage, except in cases of intent or gross negligence.
In case of problems related to the interpretation or execution of this contract, the parties elect the court of Rome as exclusively competent.
12. VALIDITY OF THE CLAUSES
In the event that one or more of the clauses of these terms and conditions of supply should prove to be legally invalid, or partially valid, the remaining clauses shall retain their validity. Legally invalid clauses will be replaced by clauses that come as close as possible to the parties’ intentions.