General Terms and Conditions of Brazicious
1.1 Your Portuguese Translation is a trademark of “Brazicious di Federico Morato”, hereinafter Brazicious, with legal headquarter in Milan, Italy.
1.2 These General Terms and Conditions shall govern the legal relationship between Brazicious and the Client, and shall supersede any (general) terms and conditions of the Client, unless Brazicious approves the applicability of such terms and conditions in writing.
1.3 Client shall mean any person or entity who commissions Brazicious to perform any work of translation or interpreting
- Quotations, Conclusion of Contracts
2.1 General quotations and estimates provided by Brazicious shall not entail any commitment.
2.2 Brazicious may at any time revoke or change prices and dates of delivery quoted if it has not had the opportunity – prior to quoting such details – to view the entire text to be translated or edited. The Client’s oral or written or digital acceptance of the quotation submitted by Brazicious or, if no quotation is submitted, confirmation by Brazicious in writing of an order placed by the Client shall constitute a contract.
2.3 Brazicious may consider as a Client any person or entity that has placed an order with Brazicious, unless said person or entity explicitly states that they are acting on the instructions, on behalf and at the expense of a third party, whose name and address shall be disclosed to Brazicious at the same time.
2.4 Agreements made and assurances given by representatives or personnel of Brazicious shall not be binding upon Brazicious unless explicitly confirmed by Brazicious in writing.
2.5 Any reasonable doubt on the part of Brazicious about the Client’s ability to pay shall entitle Brazicious to require the Client to provide sufficient security before Brazicious commences or continues to execute an order.
- Agreed Date and Time of Delivery
3.1 The agreed date of delivery shall be provisional, unless an explicit written agreement stipulates otherwise. Brazicious shall notify the Client immediately if it perceives that it will be unable to meet an agreed deadline.
3.2 If a fixed delivery date is specifically agreed in writing and if Brazicious fails to meet it for reasons other than circumstances beyond its control, and if the Client cannot reasonably be expected to accept any further delay, the Client shall be entitled to cancel the contract unilaterally. In such cases, however, Brazicious shall not be required to pay any compensation whatsoever. Such cancellation shall not affect the obligation on the part of the Client to pay for the work already performed.
3.3 Delivery shall be deemed to have taken place at the moment when the text is dispatched. The moment when the text is posted, handed to a courier or – if the text is transmitted electronically (by fax, e-mail, modem, FTP etc) – the moment when the medium completes the transmission shall count as the time of dispatch.
3.4 The Client shall do whatever may reasonably be necessary for or conducive to prompt delivery by Brazicious of work performed under the contract.
3.5 The Client shall do everything in its power to facilitate delivery of the product by Brazicious under the contract. Any refusal to accept Brazicious’ product shall constitute default on the part of the Client, and the provisions of clauses 6.4 and 6.5 shall apply accordingly, even if no explicit request for acceptance has been made.
- Changes to or Cancellation of Orders
4.1 Any major changes made by the Client to an order after a contract has been concluded shall entitle Brazicious either to modify the price and/or the date of delivery agreed or to refuse to execute the order. In the latter case, the Client shall be required to pay for the work already performed, and the provisions stipulated in clause 4.3 shall apply by analogy.
4.2 Any changes made to the conditions agreed for an order shall be effective only after acceptance and confirmation in writing by Brazicious.
4.3 Cancellation of an order by the Client shall require the Client to pay in full for the work already performed with respect to that order. Brazicious will charge the Client 50% of the agreed price for that part of the work not performed.
- Execution of Orders and Non-Disclosure Clause
5.1 Brazicious undertakes to carry out orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose specified by the Client for the text(s) to be translated or edited by Brazicious.
5.2 Brazicious shall keep any information provided by the Client confidential in so far as this is possible in connection with the performance of the contract. Brazicious shall require its employees to observe this code of confidentiality. However, the Brazicious shall not be liable for any breach of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.
5.3 Unless explicitly agreed otherwise, Brazicious shall be entitled to hire third parties to carry out the order (in full or in part), without prejudice to Brazicious’ responsibility for the confidential treatment and proper execution of the order. Brazicious shall require any such third party to observe this code of confidentiality. However, Brazicious shall not be liable for any breach of confidentiality by such third parties if it can sufficiently demonstrate that it was unable to prevent the same.
5.4 As far as possible, the Client shall honor any request for information by Brazicious about the content of the text to be translated, as well as requests for relevant documentation and lists of terms if such are available. Such information and documentation shall be dispatched at the Client’s expense and risk.
- Prices and Payment
6.1 Prices shall generally be based on Brazicious’ current rate (per hour or per word), unless agreed otherwise. In addition, Brazicious may charge the Client for any out-of-pocket expenses incurred in the execution of the order. Brazicious shall be free to charge a minimum rate for each combination of source and target language. All prices are quoted without VAT. VAT is not due to the particular tax regime Brazicious.
6.2 Brazicious 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 on conclusion of the contract as a result of having to work with laborious, time-consuming or unclear texts. For example, faulty files, defective files, files with deficient, incomplete or of poor formatting, scanned files with handwritten text difficult to read, audio file with bad quality. This list of examples is not exhaustive.
6.3 Payment for products supplied or services rendered under the contract shall be due 30 calendar days after the invoice date (or within such other term as Brazicious shall set in writing). Payment shall be net and in full – without any discount, set-off or deferral – in the currency invoiced and shall be made through the modalities agreed in the contract.
6.4 If payment is not made by the due date, the Client shall be in default – immediately and without notice of default being required. Pending orders will be suspended, and all representation or reproduction, partial or complete, of the work will be considered illegal. Brazicious reserves the right to demand immediate payment to a client who uses unpaid material and, where applicable, the fees derived by copyright. Brazicious shall have the right to withhold the material provided by the Client and the final work to guarantee the payment of the entire amount due. In any case, the Client shall pay or reimburse Brazicious of: statutory interest due on the invoice amount, plus five percentage points, from the due date until settlement in full; the costs incurred by Brazicious for the collection of due amounts, including the costs for sending written communications; any greater damage caused to Brazicious from failure or delay in payment.
6.5 If the payment modality includes the payment of an advance, the deposit must be paid by the Client as agreed in the contract, and no later than 10 working days from the date of agreement signature. If this does not happen, the Client shall be in default and Brazicious reserves the right to cancel the order and shall require the Client to pay in full for the work already performed with respect to that order. Brazicious will charge the Client 50% of the agreed price for that part of the work not performed.
- Complaints and Disputes
7.1 The Client shall be required to notify Brazicious in writing of any complaints about the product supplied or service rendered by Brazicious as soon as possible, yet no later than five calendar days after the said product is supplied or the said service is rendered. Lodging a complaint shall not release the Client from its payment obligations.
7.2 Should the Client query the accuracy of specific passages of the translation supplied by Brazicious and ask Brazicious for its comments, and should Brazicious subsequently be able to demonstrate that the passages in question are not incorrect, Brazicious shall be entitled to charge the Client in full for the additional time spent on dealing with the query and for any other expenses incurred in this connection.
7.3 If the Client does not lodge a complaint within the period specified in clause 7.1 above, the Client shall be deemed to have fully accepted the product supplied or the services rendered by Brazicious, and complaints shall only be considered if Brazicious at its sole discretion deems such to be expedient. Any changes made by Brazicious, at the Client’s request, to any part of the translated or edited text shall in no way constitute an acknowledgement on the part of Brazicious of supplying an inferior product or rendering an inferior service.
7.4 In the case of a valid complaint, Brazicious shall be allowed a reasonable period of time to improve or substitute the product or service. Valid complaints must be limited to the following items: errors of syntax, grammar, spelling, punctuation; translations completely wrong; omissions.
7.5 The Client’s right to complain shall lapse if the Client has itself edited or has instructed others to edit the part or parts of the product forming the subject of the complaint, regardless of whether the Client has subsequently supplied the product to a third party or not.
7.6 The Client agrees to provide all reference material relevant to the execution of the service (drawings, diagrams, maps, cards, tables, technical glossaries, lists of abbreviations, terminology etc.) that allows a better understanding of the texts. In the absence of such material Brazicious may use generic terminology and style that may differ from those normally used by the Client’s documents, without causing any negligence in terms of quality.
- Liability and Indemnity
8.1 Brazicious shall exclusively be liable to the Client for any loss or damage directly and demonstrably deriving from shortcomings attributable to Brazicious. Brazicious shall under no circumstances be liable for any other forms of loss or damage, such as indirect loss, consequential loss, trading loss, loss caused by delay in performance or loss of profit.
8.2 Brazicious’ liability shall never exceed the invoice value of the part of the product or service in question, which part has already been invoiced and/or supplied or rendered. Brazicious’ liability shall never exceed EUR 500 per event or per sequence of related events.
8.3 Ambiguities in the text to be translated shall release Brazicious from any liability whatsoever.
8.4 The question of whether (the use of) a text to be translated or edited or the translation or edited version of such text, produced by Brazicious, entails any risk of bodily injury shall be entirely at the Client’s expense and risk.
8.5 No liability whatsoever shall be incurred by Brazicious in respect of damage to or loss of documents, data or data carriers made available to facilitate performance of the contract. Nor shall any liability be incurred by Brazicious in respect of any costs incurred and/or any loss or damage sustained as a result of (i) the use of information technology and telecommunications media, (ii) the transport or dispatch of data or data carriers, or (iii) the presence of computer viruses in any files or data carriers supplied by Brazicious.
8.6 The Client undertakes to indemnify Brazicious against any claims by third parties deriving from the use of the product supplied or the services rendered.
8.7 The Client similarly undertakes to indemnify Brazicious against any claims by third parties on account of alleged violation or infringement of property rights, proprietary rights, patent rights, copyrights or any other intellectual property rights in connection with the performance of the contract.
- Dissolution and Force Majeure
9.1 If the Client fails to meet its obligations, if the Client is declared insolvent or bankrupt or if a petition is filed for the Client’s compulsory liquidation or bankruptcy, if the Client applies for or obtains a moratorium, if the Client is subject to an arrangement under the debt rescheduling regulations for natural persons or if the Client’s company or business is liquidated, Brazicious shall have the right, without being required to pay any compensation, to dissolve the contract in whole or in part or to suspend performance of the contract. Brazicious shall in that case be entitled to demand immediate payment of any outstanding amounts.
9.2 Should Brazicious prove unable to meet its obligations due to circumstances beyond its control and risk, it shall be entitled to dissolve the contract without being liable to pay any compensation whatsoever. Such circumstances (force majeure) include, but are not limited to: fire, accidents, illness, strikes, riots, war, terrorist attacks, transport restrictions and delays, government measures, disruption of the services of Internet providers, negligence on the part of suppliers or any other circumstances beyond the Brazicious’ control.
9.3 If Brazicious is compelled by force majeure to discontinue further performance of the contract, it shall retain the right to payment for any work performed up to that moment as well as reimbursement for any costs and out-of-pocket expenses incurred.
10.1 Barring explicit agreement in writing to the contrary, the copyright on translations produced by Brazicious shall devolve upon the Client at such time as the Client meets all its financial and other obligations to Brazicious in full with respect to the work in question.
- Final arrangements
11.1 This agreement is governed by Italian law and the competent court is in Milan.
11.2 Only written agreements between the parties will be taken into consideration. The invalidity or unenforceability of any provision of the agreement shall not affect the validity or invalidity of the whole contract. The invalid or ineffective provisions will be replaced by valid and enforceable provisions that are as similar as possible to the original intention.