1. Preamble
1.1 These General Terms and Conditions (“GTC”) apply to contracts concerning professional services provided by “Alessandra Zaia” or “Zaia Translations” and are binding for the entire duration of the commercial relationship.
1.2 Any deviations from these General Terms and Conditions must be agreed upon in writing.
2. Definitions
2.1 “Operator” refers to “Alessandra Zaia” or “Zaia Translations”.
2.2 “Client” refers to either a natural person or a legal entity.
2.3 “Original Material” refers to documents and materials provided to the Operator for the agreed services.
2.4 “Additional Material” refers to any supplementary documentation that the Client must provide, even without a specific request, to ensure the proper execution of the agreed service.
2.5 “Final Material” refers to the final version of the agreed service, which may be delivered to the Client in multiple instalments, depending on the agreement.
2.6 “Service” or “Performance” refers to the activities requested by the Client from the Operator under the contractual agreement.
3. Conclusion of the Contract
3.1 The contract is concluded upon receipt by the Operator of the Client’s written acceptance of the contract proposal sent by the Operator for the requested service.
3.2 Oral requests, modifications to the concluded contract, and changes to the content of orders are valid only if confirmed in writing by the Operator.
4. Obligations and Responsibilities of the Client for the Proper Execution of the Service
4.1 The Client must provide the Operator, together with the service request, all materials necessary for the execution of the requested service; the Client must also provide, if requested by the Operator, any Additional Material, data, and information necessary for the proper completion of the assignment.
The materials the Client must provide include information and documents useful to the Operator, such as terminology and technical terms known to the Client in the form of glossaries, illustrations, drawings, tables, abbreviations, target country, etc.
4.2 At the time of requesting the service, the Client must communicate to the Operator the desired specifications of the work (intended use, delivery format, number of copies, layout, etc.). If the Final Material is intended for print, the Client must provide the Operator with a proof copy for review and/or approval prior to printing. It is the Client’s responsibility to verify names, non-translatable technical terms, and numbers.
4.3 The Operator shall not be liable for delays, errors, or inaccuracies in the services provided that result from an unclear, incorrect, incomplete order, or from misleading or incorrect content in the Original Material or Additional Material, or materials provided late by the Client.
4.4 With regard to the requested service, the Client assumes responsibility for compliance with applicable laws, particularly with respect to copyright, reproducibility, disclosure, and copying in relation to the Original Material and Additional Material provided.
The Client indemnifies the Operator against any detrimental consequences (including compensation, expenses, defense costs, and legal actions) arising from claims, rights, demands, or actions by third parties.
5. Execution of the Service
5.1 The Operator undertakes to perform the services requested by the Client in accordance with the principles of professional due diligence and best practice.
5.2 In the absence of specific written instructions or the provision of Additional Material by the Client, the Operator will provide the requested service with the diligence due according to the Operator’s standard quality procedures. In particular, for translation services, the Operator shall translate specialized terms according to their customary and conventional meaning.
6. Additional Services
6.1 Any services additional to the main scope of the requested service, in particular those related to print preparation, regardless of the duplication method used, so-called “reproducible texts”, etc., must be agreed upon in writing by the Parties.
The Client’s request must be clearly expressed, specifying the intended use of the product and the desired quality.
6.2 The Operator’s liability for such additional services (in particular, those intended for print-ready or repeated use) is excluded if the Client fails to inform the Operator in writing of the intended purpose of the service as described above, or fails to provide a draft to the Operator for correction or approval prior to printing.
7. Execution of the Service by Third Parties
7.1 The Operator reserves the right to delegate the performance of services to third parties, to the extent necessary or appropriate for the proper fulfilment of the Client’s request.
7.2 The contractual relationship remains exclusively between the Operator and the Client, unless otherwise agreed. Any commercial contact between the Client and the commissioned third party requires the explicit consent of the Operator.
7.3 If, in violation of this agreement, any form of commercial contact is initiated between the Client and the commissioned third party, the Operator shall be entitled to an intermediary fee equal to 50% of the gross invoiced amount of any contract concluded between the two parties.
The Operator shall receive such fee from the commencement of the business relationship between the Client and the relevant third party, and for a period of one (1) year from the completion of the last service provided by the Operator to the Client.
8. Fees, Rates, and Quotes
8.1 Unless otherwise indicated, all prices are expressed in EURO (€) and are exclusive of value-added tax (VAT), which shall be added separately.
8.2 Fees, rates, costs, and quotes provided in any form are non-binding until the conclusion of the contract.
8.3 The Operator reserves the right to adjust prices, rates, and/or delivery terms at any time if the requested service requires a greater amount of work than originally anticipated based on the order and the Original Material received. In such cases, the Operator shall inform the Client of the additional fee related to the extra work and the revised delivery date. If the Client does not communicate any objection within three (3) days of the Operator’s notification, the supplementary proposal shall be deemed accepted.
8.4 For services with a value exceeding €500, excluding VAT, the Operator reserves the right to request an advance payment and/or partial payments based on the amount of work completed.
8.5 The minimum billable amount is €30, excluding VAT, and shall be charged if the value of the requested service is equal to or less than €30, excluding VAT.
8.6 For services to be executed on an “urgent” basis (e.g., within 24 hours of the order, requiring evening/night work, on Saturdays and/or Sundays, or on public holidays recognized by the Italian state), a surcharge of 50% to 100% of the base fee shall apply, as communicated to the Client during the estimate phase.
8.7 If urgency is indicated by the Client during the execution of the contract, the Operator shall inform the Client of the additional fee, and in the absence of objection within three (3) days, the proposal shall be deemed accepted.
9. Delivery Terms of Materials
9.1 The delivery dates indicated in the Operator’s estimate shall be considered non-binding, unless a specific justified request is made by the Client at the time of ordering. If the agreed deadline falls on a Saturday or public holiday, it shall be automatically extended to the next business day.
All times are indicated as UTC +1 (daylight saving time) and UTC +2 (standard time).
9.2 Delivery shall be considered completed when the Final Material is sent to the Client’s address in accordance with the delivery method agreed by the parties.
The Operator shall not be liable for delays, disruptions, or defective delivery of the material to the Client.
9.3 The Operator undertakes to inform the Client promptly if a delivery date cannot be met. The Client must accept partial deliveries within the agreed time frame.
9.4 Liability for damages resulting from delays for which the Operator is responsible is limited to the value of the agreed service, unless it can be demonstrated that the Operator acted with gross negligence or intentional misconduct.
10. Delivery and Transfer
10.1 Postal shipment or electronic transmission occurs at the Client’s risk and expense. Any defective transmission of the Final Material, its loss (including non-electronic shipment), or damage shall not be the responsibility of the Operator.
10.2 Acceptance of delivery of the Final Material, including partial delivery, is the Client’s obligation. In case of refusal or delay in accepting the material by the Client, all consequences shall be borne by the Client, without prejudice to the obligation to pay the agreed fee within the agreed terms.
11. Force Majeure, Operational Closures or Restrictions, Computer Viruses
11.1 The Operator shall not be liable for damages caused by interruption of its activities, in particular due to force majeure (e.g., natural events, traffic accidents, network or server errors, interruptions or interferences in internet connections or data transmission, or other events beyond its control). In such cases, the Operator may terminate the contract, in whole or in part, without liability to the Client.
11.2 If, for a justified reason, the Operator must temporarily suspend or limit its activities, in particular online services, the Operator may terminate the contract, in whole or in part, without liability to the Client, without prejudice to the obligation to pay for services already provided.
11.3 The Operator shall not be liable for damages caused by computer viruses. To mitigate this risk, the Operator uses anti-virus software and recommends that Clients do the same.
11.4 The Client is responsible for checking the files.
12. Acceptance of Services – Deadline for Complaints
12.1 In the absence of specific agreements regarding the quality requirements of the requested service, the Operator shall provide the service with due diligence, to the best of its knowledge and judgement, in accordance with the principles of professional best practice.
12.2 The Client must promptly check the services and/or materials provided by the Operator. If the Client does not submit complaints or report errors in the material clearly within five (5) days from the shipment of the material or the completion of the service by the Operator, the services and/or materials shall be considered accepted.
12.3 If the Operator considers the Client’s complaint to be well-founded, the Operator shall have the right to correct or amend the provided material/service within a reasonable time.
12.4 All the above provisions shall also apply to urgent orders, orders with short delivery times, and/or partial deliveries.
12.5 Any further claims, including requests for full reimbursement of the service, are excluded, unless it can be demonstrated that the Operator acted with intentional gross negligence. In any case, liability shall always be limited to the value of the service in question.
12.6 The Operator shall not be liable for style issues or errors caused by the Client, including incomplete, incorrect, or untimely information, erroneous, incomplete, illegible/incomprehensible (even partially), or missing Original Material and/or Additional Material, or failure to indicate the textual/contextual background.
12.7 If the Client does not specify the purpose of the requested service, or if the material is to be published or used for advertising purposes, the Operator shall not be liable if the text is unsuitable for its intended purpose, requires repetition for printing, or could cause damage to the Client’s image.
12.8 The Client is obliged to inform the Operator if the service is intended for print and to provide a proof of the printed material for review, correction, and approval prior to printing.
If the Client fails to do so, the Operator shall not be held liable for any errors, deficiencies, or inaccuracies in the text.
13. Termination of the Contract
13.1 The Client shall not have the right to terminate the contract once the Operator has begun performing the requested work, except as provided in the following clauses.
13.2 The Client may terminate the contract in case of impossibility to perform the service by the Operator or in case of serious delay compared to the agreed deadline, after having provided in writing a reasonable extension period for the completion of the agreed service.
13.3 In the presence of a legal right of termination, the Client is obliged to pay the agreed fee in proportion to the work already performed by the Operator, with a minimum charge of 50% of the net fee agreed based on the accepted estimate.
14. Assignment of Rights
14.1 The assignment of rights under the contract by the Client always requires written confirmation from the Operator.
15. Payment Terms and Methods
15.1 The Operator, according to the agreement with the Client, shall issue an invoice for advance payments, partial payments, or the total agreed fee, plus value-added tax (VAT), stamp duty, and a maximum 4% surcharge for Italian social security contributions (INPS contribution) in accordance with applicable law.
15.2 Payment of the invoice must be made in full within thirty (30) days from the date of issue, exclusively via bank transfer using the details provided on the invoice.
15.3 In the event of late or non-payment of the invoice within the agreed terms, the Client shall be in default without any further notice from the Operator. The defaulting Client shall pay Alessandra Zaia, without prejudice to any further claims, the full fee for services provided by the Operator, plus late payment interest at the rate set by the European Central Bank plus 3.5%, and any costs for debt recovery.
15.4 In case of default or delay in payment, frivolous disputes, or if the Operator becomes aware of circumstances that may reduce the Client’s creditworthiness, the Operator may condition the provision of services upon advance payment by the Client.
In case of late or non-payment of the agreed fees, the Operator shall also have the right to suspend the provision of services until full payment is made.
15.5 In case of non-payment by the Client within the assigned term, the Operator shall have the right to terminate the contract due to the Client’s fault and to claim payment of outstanding amounts, including late payment interest and debt recovery costs, without prejudice to any further damages caused by the non-performance.
16. Copyright
16.1 The Final Material, as well as all rights thereto, shall remain the property of Alessandra Zaia until full payment of the agreed fee has been made. Until such payment is completed, the Client shall have no right to use the Final Material in any manner.
16.2 In the event that the Final Material is transmitted to third parties, the Operator shall retain all rights thereto and reserves the right to notify such third parties of the illegitimacy of its use until full payment of the agreed fee by the Client has been received.
17. Confidentiality
17.1 All materials, files, and information received from the Client shall be treated as confidential, and Alessandra Zaia undertakes to maintain secrecy regarding all facts known in connection with the work for the Client.
17.2 The Operator shall not disclose or make known such information to third parties without the prior written consent of the Client, except to authorized collaborators of the Operator (see section 7), whose operational or advisory involvement requires knowledge of such information.
18. Consent to Communication/Publication of Logo, Brand, or Name
18.1 The Client (and potential Client) consents to Alessandra Zaia communicating/publishing their logo, name, trade name, or trademark as a reference on social media, the website, brochures, and for self-promotion purposes, without any time limitation.
References and written reviews for Alessandra Zaia may be translated, modified, and used by the Operator on social media, the website, brochures, and for self-promotion purposes.
Revocation of consent must be in writing, via email or postal mail.
18.2 Revocation of consent shall not affect the legality of prior reference use until the revocation. The Client shall guarantee that the trademark, logo, and/or company name are free from legal claims by third parties, including copyright or similar rights. In case of violation, Alessandra Zaia shall be released from any claims for compensation.
19. Applicable Law and Jurisdiction
19.1 The contractual relationship and any additional commercial dealings between Alessandra Zaia and the Client shall be governed by Italian law.
19.2 All disputes shall be subject to Italian law, and the competent court shall be the court of residence of the Operator, Alessandra Zaia.
19.3 For the interpretation of the General Terms and Conditions, Privacy Policy, Cookie Policy, and Data Processing, reference shall be made to the Italian-language version, which prevails over translations into other languages. Any translations are provided for informational purposes only. Estimates, contracts, and rates may be drafted in a language other than Italian, provided it is understandable by both parties, having the same legal value, without prejudice to the prevalence of the Italian version in the event of conflicting interpretations.
20. Personal Data Processing
20.1 In accordance with current data protection legislation, the Operator is responsible for, and authorized to collect, use, process, and store the Client’s data in compliance with the law, for purposes related to the execution of the contractual relationship.
21. Final Provisions
21.1 The invalidity or ineffectiveness of one or more of these General Terms and Conditions shall not affect the validity of the remaining provisions. The invalid or ineffective provision shall be replaced by mutual agreement in a manner that approximates as closely as possible the intended economic result or purpose in a legally permissible way.
21.2 These General Terms and Conditions shall apply to all legal relationships between the Operator and the Client, and shall prevail over the Client’s general terms and conditions, unless the Operator has previously and explicitly accepted them in writing.
Alessandra Zaia
alessandra.zaia@zaiatranslations.com
via Leonardo Da Vinci 37
31015 Conegliano (TV)
Italy
Last change: 30/06/2025
