1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

“Assignment” means the period during which the Translator performs services or carries out work for or on behalf of the Client or as otherwise agreed between the Client and the Translator, commencing at the time the Translator first starts such work and services and ending upon the cessation by the Translator of all such works and service;

“Business Day” means any weekday (Monday to Friday) other than a bank or public holiday in Italy;

“Business Hours” means the hours from 09:00 to 18:00 GMT+1/GMT+2 on a Business Day;

“Client” means the person or entity commissioning the services and identified as such in the Purchase Order;

“Client Confidential Information” means:

1. any information disclosed by or on behalf of the Client to the Translator at any time before the termination of the Contract (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

   1. was marked or described as “confidential”; or

   2. should have been reasonably understood by the Translator to be confidential;

2. the terms of the Contract; and

3. the Deliverables;

“Client Materials” means all works and materials supplied by or on behalf of the Client to the Translator for incorporation into the Deliverables or for some other use in connection with the Services;

“Client Personal Data” means any Personal Data that is processed by the Translator on behalf of the Client in relation to the Contract;

“Contract” means a particular contract made under these Terms and Conditions between the Translator and the Client;

“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Client Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

“Deliverables” means those deliverables specified in the Purchase Order that the Translator has agreed to deliver to the Client under these Terms and Conditions;

“Effective Date” means the date of execution of a Purchase Order incorporating these Terms and Conditions;

“Fees” means the following amounts:

1. the amounts specified in the Purchase Order;

2. such amounts as may be agreed in writing by the parties from time to time.

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);

“Personal Data” has the meaning given to it in the applicable Data Protection Laws (General Data Protection Regulation – Regulation (EU) 2016/679);

“Purchase Order” means a written statement of work agreed by or on behalf of each of the parties;

“Services” or “Translation Task” mean the services identified in the Purchase Order and, in general, the execution of a translation or any other translation-related task (such as revising, editing, etc.) which calls upon the translation skills of the Translator, except any copywriting or adaptation work;

“Term” means the term of the Contract, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

“Terms and Conditions” means all the documentation containing the provisions of the Contract, namely the main body of these Terms and Conditions and the Purchase Order, including any amendments to that documentation from time to time;

“Third Party Materials” means the works and/or materials comprised in the Deliverables (excluding the Client Materials), the Intellectual Property Rights in which are owned by a third party, and which are specified in the Purchase Order or which the parties agree in writing shall be incorporated into the Deliverables;

“Translator” means Marina Montalbano, having her registered office in Via Segesta 6, 90141 Palermo, Italy; VAT number  IT06775050823; certified email address: marinamontalbano@pec.it.

2. Term

2.1 The Contract shall come into force upon the Effective Date.

2.2 The Contract shall continue in force until acceptance of the Deliverables or until termination in accordance with Clause 18.

2.3 Unless the parties expressly agree otherwise in writing, each Purchase Order shall create a distinct contract under these Terms and Conditions.

3. Client Materials

3.1 The Client must supply to the Translator the Client Materials specified in the Purchase Order, in accordance with the timetable therein specified.

3.2 The Client hereby grants to the Translator a non-exclusive license to copy, reproduce, store, export, adapt, edit and translate the Client Materials to the extent reasonably required solely for the performance of the Translator’s obligations and the exercise of the Translator’s rights under these Terms and Conditions, together with the right to sub-license these rights to the extent reasonably required for the performance of the Translator’s obligations and the exercise of the Translator’s rights under these Terms and Conditions.

3.3    The Client warrants to the Translator that the Client Materials, when used by the Translator in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute, or regulation, in any jurisdiction and under any applicable law.

4. Copyright in Client Materials, and Translation Rights

4.1 The Translator accepts a Translation Task from the Client on the understanding that the performance of the Translation Task will not infringe any third-party rights. Accordingly, the Client warrants the Translator that:

1. the Client has full right and authority to enter into this Contract, having acquired the right and license to translate and publish the Client Material; and
2. the Client Material does not infringe the copyright or any other right of any person.

4.2 The Client shall indemnify the Translator against any loss, injury, or damage (including legal costs and expenses and compensation paid by the Translator to compromise or settle any claim) which the Translator suffers as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Client Material contains anything objectionable, libelous, blasphemous or obscene or which constitutes an infringement of copyright or any other rights of any third party.

5. Fees: (Non -binding) Estimates and (Binding) Quotes

5.1 The Client shall pay the Fees to the Translator in accordance with these Terms and Conditions.

5.2 In the absence of any specific agreement, the Fees shall be determined by the Translator on the basis of the Client’s description of the Client Material, the purpose of the Translation, and any other instructions given by the Client.

5.3 No fixed quote shall be given by the Translator until the Translator has seen all the Client Material and has received clear and complete instructions in writing from the Client.

5.4 Where VAT is chargeable, it will be charged in addition to the quoted Fees if the Translator is VAT registered.

5.5 Any Fees quoted, estimated or agreed by the Translator on the basis of the Client’s description of the Translation Task may be subject to amendment by written notice and agreement between the parties if, in the Translator’s opinion on having seen the Client Material, that description is materially inadequate or inaccurate.

5.6 Any Fees agreed for a Translation which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, always provided that the circumstances are made known to the other party as soon as reasonably practical after they become apparent.

5.7 An estimate shall not be considered contractually binding but given for guidance and information only.

5.8 Subject to Clause 5.3 above, a binding quote once given after the Translator has seen all the Client Material shall remain valid for a period of thirty (30) days from the date on which it was given, after which time it may be subject to revision.

5.9 If the Fees are based in whole or part upon the time spent by the Translator performing the Services, the Translator must obtain the Client’s written consent before performing Services that result in any estimate of time-based Fees given to the Client being exceeded or any budget for time-based Fees agreed by the parties being exceeded; and unless the Client agrees otherwise in writing, the Client shall not be liable to pay to the Translator any Fees in respect of Services performed in breach of this Clause 5.9.

5.10 Other supplementary Fees may arise from:

1. discontinuous text, complicated layout or other forms of layout presentation requiring additional time or resources, and/or
2. poorly legible copy, and/or
3. terminological research, and/or
4. certification, sworn translation, and/or
5. priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements.

In any of the above cases, the Translator shall give prior written notice to the Client specifying the nature and amount of any additional Fees.

5.11 If any changes are made in the text or the Client’s requirements at any time while the Translation Task is in progress, the Translator’s Fees, any supplementary Fees, and the terms of delivery shall be adjusted in respect to the additional work.

6. Services

6.1 The Translator shall provide the Services to the Client in accordance with these Terms and Conditions.

6.2 The Translator shall provide the Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Translator’s industry.

6.3 The Translator shall devote such of its time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

6.4 The Translator shall keep the Client informed about the progress of the Services and, in particular, shall promptly provide information about such progress following receipt of a written request from the Client to do so.

6.5 The Translator shall comply with all reasonable requests and directions of the Client in relation to the Services.

6.6 The Client acknowledges that the Translator will not provide any legal, financial, accountancy, or tax advice under these Terms and Conditions or in relation to the Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Translator does not warrant or represent that the Services will not give rise to any legal liability on the part of the Client or any other person.

7. Deliverables & Delivery

7.1 The Translator shall deliver the Deliverables to the Client as specified in the Purchase Order.

7.2 The Translator shall use its best endeavors to ensure that the Deliverables are delivered to the Client in accordance with the timetable agreed and set out in the Purchase Order. However, some external factors may occur, especially when sworn translations are involved, upon which the Translator has no control (such as the availability of court appointments or delays incurred by postal services) and for which the Translator shall not be liable.

7.3 The Client acknowledges that aspects of the translation process are subjective and that different translators will produce different translations of a text; the Client shall therefore have no right to require changes to the Deliverables on the grounds of subjective preference.

7.4 Any delivery date or dates agreed between the Translator and the Client shall become binding only after the Translator has seen the Client Material and has received complete instructions in writing from the Client.

7.5 The date of delivery shall not be of the essence unless specifically agreed in writing.

7.6 Unless otherwise agreed, the Translator shall dispatch the Deliverables in such a way that the Client can reasonably expect to receive them no later than the agreed date of delivery. It remains understood that the Translator shall not be liable for any unforeseen circumstances upon which the Translator has no control (such as delays in postal services, etc.).

7.7 Costs of delivery of the Translation shall normally be borne by the Client.

8. Acceptance

8.1 Within 7 Business Days following the delivery of Deliverables to the Client, the Client shall:

1. review the Deliverables to determine whether they comply with the specifications set out in the Purchase Order; and
2. notify the Translator in writing of the results of such review, providing full details of any non-compliance.

8.2 If the Client does not give to the Translator a notice under Clause 8.1, within the period referred to in Clause 8.1, then the Deliverables shall be deemed to meet the agreed specifications.

8.3 If the Deliverables do not comply with the agreed specifications and the Client notifies the Translator of the non-compliance in accordance with this Clause 8, the Translator will have a further reasonable period agreed by the parties to remedy the non-compliance, following which the Client will repeat the review.

8.4 If the Client accepts or is deemed to accept the Deliverables under this Clause 8, then the Client will have no right to make any claim.

9. Payments

9.1 The Translator shall issue invoices for the Fees to the Client.

9.2 Payment in full shall be made by the Client to the Translator no later than 15 days from the date of invoice.

9.3 The Client must pay the Fees by the method of payment specified by or agreed with the Translator.

9.4 For long Assignments or texts, the Translator may request an initial payment and periodic partial payments on terms to be agreed upon.

9.5 Settlement of any invoice, part-invoice, or other payment shall be made by the due date agreed between the parties or, in the absence of such agreement, within the period stipulated in Clause 9.2.

9.6 Where delivery is in installments and notice has been given that an interim payment is overdue, the Translator shall have the right to stop working on the Translation Task at hand until the outstanding payment is made or other terms are agreed.

9.7 Any payments for fees or costs not received by the Translator within the due date will be deemed late and shall be subject to a 20% per month late charge.

9.8 Client agrees to be responsible for the Translator’s costs in collecting late payments due from Client, including reasonable legal fees.

10. Copyright in Translations

10.1 Upon Client’s completion of all payments provided in the Purchase Order and/or in the invoices, the Translator assigns to the Client all of its Intellectual Property Rights in the Deliverables.

11. Translator’s Confidentiality Obligations and Safekeeping

11.1 The Translator shall:

1. exercise due discretion to keep the Client Confidential Information strictly confidential;

2. use the same degree of care to protect the confidentiality of the Client Confidential Information as the Translator uses to protect the Translator’s own confidential information of a similar nature, being at least a reasonable degree of care;

3. act in good faith at all times in relation to the Client Confidential Information.

11.2 Notwithstanding Clause 11.1, the parties agree that the Translator may disclose the Client Confidential Information to the Translator’s collaborators who need to access the Client Confidential Information for the performance of their work with respect to the Contract and who are bound by a written non-disclosure agreement (NDA) to protect the confidentiality of the Client Confidential Information.

11.3 This Clause 11 imposes no obligations upon the Translator with respect to Client Confidential Information that:

1. is known to the Translator before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

2. is or becomes publicly known through no act or default of the Translator; or

3. is obtained by the Translator from a third party in circumstances where the Translator has no reason to believe that there has been a breach of an obligation of confidentiality.

11.4 The restrictions in this Clause 11 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request.

11.5 Upon the termination of the Contract, the Translator must immediately cease to use the Client Confidential Information.

11.6 Upon specific request made by the Client, the Translator must destroy or return to the Client (at the Client’s option) all media containing Client Confidential Information.

11.7 The Translator shall be responsible for the safekeeping of the Client Material and copies of the Translations, and shall, where necessary, ensure their secure disposal.

12. Translator’s Publicity Obligations

12.1 The Translator must not make any public disclosures relating to the Contract or the subject matter of the Contract (including disclosures in press releases, public announcements, and marketing materials) without the prior written consent of the Client.

13. Data Protection

13.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Client Personal Data.

13.2 The Client warrants to the Translator that it has the legal right to disclose all Personal Data that it does in fact disclose to the Translator under or in connection with the Contract.

13.3 The Translator shall only process the Client Personal Data on the documented instructions of the Client, as set out in these Terms and Conditions or any other document agreed by the parties in writing.

13.4 The Translator shall promptly inform the Client if, in the opinion of the Translator, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws.

13.5 Notwithstanding any other provision of these Terms and Conditions, the Translator may process the Client Personal Data if and to the extent that the Translator is required to do so by the applicable law.

13.6 The Translator shall ensure that persons authorized to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

13.7 The Translator and the Client shall each implement appropriate technical and organizational measures to ensure an appropriate level of security for the Client Personal Data.

13.8 The Translator shall ensure that any third-party processor is subject to the same legal obligations as those imposed on the Translator by this Clause 13.

13.9 The Translator shall report any Personal Data breach relating to the Client Personal Data to the Client within 24 hours following the Translator becoming aware of the breach.

13.10 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to the processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavors promptly to agree on such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

14. Warranties

14.1 The Translator warrants to the Client that:

1. the Translator has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions;

2. the Translator will comply with all applicable legal and regulatory requirements applying to the exercise of the Translator’s rights and the fulfillment of the Translator’s obligations under these Terms and Conditions; and

3. the Translator has or has access to all necessary know-how, expertise, and experience to perform its obligations under these Terms and Conditions.

14.2 The Client warrants to the Translator that it has the legal right and authority to enter into the Contract and to perform its obligations under these Terms and Conditions.

14.3 All of the parties’ warranties and representations in respect of the subject matter of the Contract are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.

15. Limitations and Exclusions of Liability

15.1 Nothing in these Terms and Conditions will:

1. limit or exclude any liability for death or personal injury resulting from negligence;
2. limit or exclude any liability for fraud or fraudulent misrepresentation;
3. limit any liabilities in any way that is not permitted under applicable law; or
4. exclude any liabilities that may not be excluded under applicable law.

15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:

1. are subject to Clause 15.1; and
2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence), and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

15.3 The Translator will not be liable to the Client in respect of any losses arising out of a Force Majeure Event.

15.4 The Translator will not be liable to the Client in respect of any loss of profits or anticipated savings.

15.5 The Translator will not be liable to the Client in respect of any loss of revenue or income.

15.6 The Translator will not be liable to the Client in respect of any loss of use or production.

15.7 The Translator will not be liable to the Client in respect of any loss of business, contracts, or opportunities.

15.8 The Translator will not be liable to the Client in respect of any loss or corruption of any data, database, or software.

15.9 The Translator will not be liable to the Client in respect of any special, indirect, or consequential loss or damage.

15.10 In case the Client is required to provide physical copies of documents to the Translator (especially when the Client needs a sworn translation), the Translator will not be liable for any delayed, lost, held, or damaged packages, for misdelivery errors via carrier or incorrect shipping info.

15.11 Subject to Clause 15.1, the liability of the Translator under or in respect of this Contract shall be limited to the cost of the Translation Task being undertaken when the liability arises.

16. Cancellation or Frustration

16.1 If a Translation Task is commissioned and subsequently canceled, reduced in scope, or frustrated by an act or omission on the part of the Client or any third party, the Client shall ─ except in the circumstances described in Clause 16.4 ─ pay the Translator the full Fees unless otherwise agreed in advance.

16.2 The work that has already been completed shall be made available to the Client.

16.3 If the Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction) or has a receiver appointed or becomes insolvent, bankrupt, or enters into any arrangement with creditors, the Translator shall have the right to terminate a contract.

16.4 Neither the Translator nor the Client shall be liable to the other or any third party for consequences that are the result of circumstances wholly beyond the control of either party. [See “Force majeure events”].

16.5 The Translator shall notify the Client, as soon as is reasonably practical, of any circumstances likely to prejudice the Translator’s ability to comply with the terms of the Client’s order, and assist the Client ─ as far as reasonably practical ─ to identify an alternative solution.

17. Force Majeure Events

17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract other than any obligation to make a payment, that obligation will be suspended for the duration of the Force Majeure Event.

17.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Contract, must:

1. promptly notify the other; and
2. inform the other of the period for which it is estimated that such failure or delay will continue.

17.3 A party whose performance of its obligations under the Contract is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

18. Termination, Complaints, and Disputes

18.1 Failure by the Translator to meet agreed order requirements or to provide a Translation which is fit for its stated purpose shall entitle the Client to:

1. reduce, with the Translator’s consent, the Fees payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or
2. cancel any further installments of work being undertaken by the Translator. Such entitlement shall only apply after the Translator has been given the opportunity to bring the work up to the required standard.

18.2 The entitlement referred to in Clause 18.1 shall not apply unless the Translator has been notified in writing of all alleged defects, for which a detailed explanation is required.

18.3 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

1. the other party commits any breach of the Contract, and such breach is not remediable;
2. the other party commits a breach of the Contract, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or
3. the other party persistently breaches the Contract irrespective of whether such breaches collectively constitute a material breach.

18.4 Either party may terminate the Contract immediately by giving written notice of termination to the other party if:

1. the other party:
   1. is dissolved;
   2. ceases to conduct all (or substantially all) of its business;
   3. is or becomes unable to pay its debts as they fall due;
   4. is or becomes insolvent or is declared insolvent; or
   5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
2. an administrator, administrative receiver, liquidator, receiver, trustee, manager, or similar is appointed over any of the assets of the other party;
3. in case the other party is an individual:
   1. that other party dies;
   2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
   3. that other party is the subject of a bankruptcy petition or order.

18.5 The Translator may terminate the Contract immediately by giving written notice to the Client if:

1. any amount due to be paid by the Client to the Translator under the Contract is unpaid by the due date and remains unpaid upon the date that the written notice of termination is given; and
2. the Translator has given to the Client written notice, following the failure to pay, of its intention to terminate the Contract in accordance with this Clause 18.5.

18.6 Any complaint in connection with a Translation Task shall be notified to the Translator by the Client (or vice-versa) within thirty (30) days from the date of delivery of the Translation. If the parties are unable to resolve the complaint, the matter may be referred to INMEDIAR, the Italian Institute for mediation and arbitration. Such referral shall be made no later than two months from the date on which the original complaint was made.

18.7 If a dispute cannot be resolved amicably between the parties, or if either party refuses to accept arbitration, the parties shall be subject to the exclusive jurisdiction of the Italian Courts. In any event, this Contract shall be construed in accordance with Italian law.

19. Effects of Termination

19.1 Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have an effect, save that the following provisions of these Terms and Conditions shall survive and continue to have an effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 9, 10, 11, 12, 13, 15, 19, 20.2, 23 and 24.

19.2 Except to the extent that these Terms and Conditions expressly provide otherwise, the termination of the Contract shall not affect the accrued rights of either party.

20. Status of Translator

20.1 The Translator is not an employee of the Client, but an independent contractor. The following statements accurately reflect the relationship between the Translator and the Client:

1. The Translator will use its own equipment, tools, and material to do the work.

2. The Client will not control how the job is performed on a day-to-day basis. Rather, the Translator is responsible for determining when, where, and how it will carry out the work.

3. The Client will not provide the Translator with any training unless the Client is a translation company and specific training is required to carry out Translation Tasks for a specific client of the said translation company.

4. The Client and the Translator do not have a partnership or employer-employee relationship.

5. The Translator cannot enter into contracts, make promises, or act on behalf of the Client.

6. The Translator is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

7. The Translator is responsible for its own taxes.

8. The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Translator or any of the Translator’s employees or subcontractors.

20.2 The termination of the Contract will not constitute unfair dismissal; nor will the Translator be entitled to any compensation payments, redundancy payments, or similar payments upon the termination of the Contract.

21. Notices

21.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

21.2 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in the Purchase Order):

1. certified or regular email address, in which case the notice shall be deemed to be received upon confirmation of receipt; or

2. recorded signed-for post, in which case the notice shall be deemed to be received as soon as the sender receives confirmation of delivery.

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

21.3 The addressee and contact details set out in the Purchase Order may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 21.

22. Unfair Competition

22.1 Subject to Clause 22.2, where in the course of business the Translator’s Client is an intermediary and introduces the Translator to a third party work-provider, the Translator shall not knowingly, for a period of 3 months from return of the last Translation Task arising from the introduction, approach the said third party for the purpose of soliciting work, nor work for the third party in any capacity involving translation, without the Client’s written consent.

22.2 The restrictions in Clause 22.1 shall not apply where:

1. the third party work-provider has had previous dealings with the Translator, or

2. the Translator acts on the basis of information in the public domain, or

3. the approach from the third party is independent of the relationship with the intermediary, or

4. the approach to the third party arises as the result of broad-band advertising, or

5. the third party is seeking suppliers on the open market, or

6. the intermediary only makes isolated use of the Translator’s services.

23. General

23.1 No breach of any provision of the Contract shall be waived except with the express written consent of the party not in breach.

23.2 If any provision of the Contract is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Contract will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

23.3 The Contract may not be varied except by a written document signed by or on behalf of each of the parties.

23.4 The Contract is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to the Contract are not subject to the consent of any third party.

23.5 Subject to Clause 15.1, these Terms and Conditions shall constitute the entire agreement between the parties in relation to the subject matter of these Terms and Conditions, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

23.6 The Contract shall be governed by and construed in accordance with Italian law.

23.7 The Italian Courts shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Contract.

24. Interpretation

24.1 The Clause headings do not affect the interpretation of these Terms and Conditions.

24.2 No part of any numbered clause shall be read separately from any other part.

24.3 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.

24.4 References to a “party” or “parties” means the parties to this Contract. Such parties may be natural or legal persons, including for example private individuals, associations, partnerships, economic interest groupings, or corporate entities.

24.5 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

24.6 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters, or things.