General Terms and Conditions

This is a courtesy English translation of Scripts Manent's General Terms and Conditions. The Italian version of such terms and conditions is the sole authentic and binding one.

The present General Terms and Conditions apply to any Work assigned to the Supplier.

By confirming an assignment, the Customer declares to be informed about the entire contents of the present General Terms and Conditions and to accept them. Therefore, they are to be considered an integral part of the Contract binding the Customer and the Supplier.

Any variation of the Contract is effective only if confirmed in writing by the Supplier.

The present General Terms and Conditions are valid until they have been expressly revoked by the Supplier or replaced by new conditions that will become effective upon their subscription.

Any general conditions of the Customer do not apply, unless they have been accepted in writing by the Supplier.

Definitions

In the present General Terms and Conditions and in the Contract between the Parties, unless the context otherwise requires, the following expressions shall be given the following meanings:

Customer shall mean the party commissioning a Work to the Supplier in writing against payment in the normal course of business.

Supplier shall mean the party providing localization, subtitling and script adaptation services in the normal course of business. These Services may also include the translation process, i.e. the transposition of the text from the source language into the target language. In this process, the Supplier undertakes to maintain the original meaning of the text as unaltered as possible, resorting, where necessary, to adaptation processes.

The Parties shall mean the Customer and the Supplier.

Source language shall mean the original language of the text to be translated.

Target language shall mean the language that the original text will be translated into.

Source word shall mean one of the words belonging to the text to be translated.

Script adaptation for voice over shall mean a script that does not require further editing, but that is ready to be sent to the dubbing studio to start the recording phase. The adaptation phase is preceded by the translation of the dialogues from a source language into a target language, which can be performed by the adaptor him-/herself or by a third translator. The subsequent adaptation consists in making the isochrony of the translated lines match the length (duration) of the original ones and in indicating the exact moment when a line starts (timecode) and the name of the narrator/character who delivers it. Please note that the voice over service offered by the Supplier consists only in the translation and adaptation of dialogues for voice over dubbing, while voice recording services are NOT provided.

Script adaptation for simil-sync shall mean a script that does not require further editing, but that is ready to be sent to the dubbing studio to start the recording phase. The adaptation phase is preceded by the translation of the dialogues from a source language into a target language, which can be performed by the adaptor him-/herself or by a third translator. The subsequent adaptation consists in making the isochrony of the translated lines match the length (duration) of the original ones, in indicating pauses, laughs, mouth sounds etc. and in indicating the exact moment when a line starts (timecode) and the name of the narrator/character who delivers it. Please note that the simil-sync service offered by the Supplier consists only in the translation and adaptation of dialogues for simil-sync dubbing, while voice recording services are NOT provided.

Script adaptation for lip-sync shall mean a script that does not require further editing, but that is ready to be sent to the dubbing studio to start the recording phase. The adaptation phase is preceded by the translation of the dialogues from a source language into a target language, which can be performed by the adaptor him-/herself or by a third translator. The subsequent adaptation consists in making the isochrony of the translated lines match the length (duration) of the original ones and the speaker's mouth movements, in indicating pauses, laughs, mouth sounds etc. and in indicating the exact moment when a line starts (timecode) and the name of the narrator/character who delivers it. Please note that the lip-sync service offered by the Supplier consists only in the translation and adaptation of dialogues for lip-sync dubbing, while voice recording services are NOT provided.

Subtitling shall mean the addition of text cards that are superimposed over the program video – and usually placed in the lower part of the screen – and timed to be synchronized with programme content. They are used to transcribe the dialogues of a video word for word or in a concise form. If subtitles appear in the same language of the video, we talk about intralinguistic subtitling. Otherwise, if subtitles have been translated into another language, we speak of interlinguistic subtitling. Besides, subtitles can be used to translate texts in a foreign language that are visible on-screen for audiences not fluent in that specific language. These writings may consist of road signs, newspaper headlines, location-card graphics etc. According to the requests, the subtitling service may consist only in the timing (synchronization) of the Italian, English or German subtitles with the original video, or only in the translation of the English or German subtitles into Italian, or in the timing and subsequent translation of the subtitles from English or German into Italian.

Subtitling for the deaf/hard-of-hearing (SDH) shall mean a particular kind of subtitling that takes into account specific reading times and additional or different protocols with respect to the usual subtitling, such as speaker IDs and sound effect descriptions.

Timecode (TC) shall mean a time or code assigned to a specific frame or a specific point in a video. As far as subtitles are concerned, the timecode indicates the onset (time-in) and disappearance (time-out) of each subtitle on screen. As far as scripts are concerned, one indicates the moment when a line starts and, if needed, when it ends and/or the TC of the sentences in the middle of a monologue.

Template shall mean a subtitle file in the source language that has specific settings regarding the max. number of characters per second (CPS) and per subtitle line, and in which each subtitle has already been given an entrance and exit time.

Contract shall mean an agreement between the Customer and the Supplier whereby the latter provides a Service to the former against a fee. The Contract includes: the present General Terms and Conditions; an appointment letter or an individual contract to be signed by the Parties, or a quote drawn up by the Supplier and accepted in writing by the Customer.

Services or Work or Assignment shall refer to translation, classic or SDH subtitling and script adaptation for dubbing.

Fees

2.   

3.   

3.1. As regards translation assignments, the Supplier will determine the rates to be charged according to the source word count. As regards subtitling assignments, the fee to be charged shall be determined by the Supplier on the basis of the duration of the video in minutes. As regards script adaptation assignments, the fee to be charged shall be determined by the Supplier on the basis of the duration of the video in reels (one reel = ten minutes). Portions of minutes and reels are not cumulative and are rounded up respectively to the next half minute and the next half reel.

3.2. The fees are at the discretion of the Supplier and will be clearly indicated in the Contract.

Quotation and confirmation of the assignment

4.   

4.1. The Supplier will draw up a quotation for each project only after having seen and analysed the material, which the Supplier will have to work on (video and script if available), and having received any specific instructions from the Customer. The quotation is free and non-binding and will include project details, fees and approximate delivery times.

4.2. The assignment of the Work must be made in writing together with the approval of the quotation by the Customer and/or the drafting and subscription of an individual contract or an appointment letter.

4.3. Should an individual contract or an appointment letter be essential, the Supplier reserves the right not to start the Work until the aforementioned document has been filled out in all its parts and signed by the Customer.

4.4. The expected delivery times are based on the moment the quotation is sent. If the Customer does not confirm the assignment within 24 hours from the receipt of the quotation, or does not supply the material, or puts off providing the Supplier with the contract or appointment letter duly filled in and signed, delivery times may be changed according to the Supplier's work commitments.

Copyright and privacy

5.   

5.1. The Supplier agrees to provide a Service to the Customer on the assumption that there is no copyright infringement. If the text is subject to copyright, the Customer must hold the translation rights or employ the translation exclusively for personal use.

5.2. The Supplier shall assume no responsibility for any claims for breach of copyright. The Client undertakes to keep the Supplier harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases and to indemnify him/her accordingly.

5.3. The Supplier retains copyright to the Work until the relevant invoice has been paid in full.

5.4. All information and data the Supplier receives from the Customer will be considered confidential and used only for the purpose of the Work.

5.5. Unless otherwise stated by the Customer, after the end of the assignment the documentation provided to the Supplier will be kept for the sole purpose of archiving for at least 12 months.

Payment

6.   

6.1. Unless otherwise agreed in writing by the Parties, payment in full to the Supplier shall be effected not later than 30 days from note of fees date or receipt date by bank transfer to the Supplier's bank account.

6.2. In case of big projects the Supplier may request a down payment and/or the payment of the fee in installments according to conditions to be agreed by the Parties.

6.3. The late receipt of the down payment could entail a postponement of the deadline for the handover of the Work.

6.4. If the Customer fails to pay the fees on the due date or within set deadlines, the Supplier, after notifying the Customer, reserves the right to interrupt the continuation of the Work related to all the Customer’s ongoing projects, with reasonable variation to their deadline, without prejudice to any other rights the Supplier may have.

6.5. If the client is employed by an end client or third party, the translator’s business agreement is with the client only and the Contract remains valid and binding. The Client must pay the Supplier as agreed between the Parties, regardless of the end client or third party’s payment policies.

Changes or termination

7.   

7.1. If the project and/or the Customer's requests are modified during the performance of the Work, the fees and delivery date will be rediscussed accordingly.

7.2. If the Customer terminates the contract or cancels a project after the Work has been assigned, the Supplier will be paid for all Work completed up to the time of termination or cancellation, which therefore will remain at the Customer's disposal.

7.3. The Supplier may apply a surcharge for the termination of the contract or the cancellation of the project, if the time reserved for the completion of the relevant Work cannot be dedicated to other assignments.

Delivery

8.   

8.1. The Supplier undertakes to deliver the completed Work by e-mail in the agreed format and within the agreed deadlines. However, the Customer accepts that the indicated deadlines shall not be binding. Any delays will not give the Customer the right to refuse the Services, terminate the Contract or suspend payments.

8.2. The Supplier accepts no liability for any damage or loss that the Customer or third parties may suffer, resulting from failure to meet the deadline.

8.3. If the Customer requests a hard copy of the file or a copy on a CD or other media, the Supplier will charge the additional costs and the shipping costs.

8.4. The Supplier will not be liable for any loss, damage or delay in the delivery of the Work in case of problems with malfunctioning of the postal services or the telecommunications, or in the event of force majeure.

Complaints

9.   

9.1. Any complaint relating to the quality of the Work is taken into account only if forwarded to the Supplier by email no later than 30 days after the delivery of the Work. After this deadline the Supplier reserves the right to reject any complaint and the text will be considered as accepted.

9.2. Each complaint must be accompanied by the original documents, the disputed file, a detailed description of the nature of the complaint and a list of any perceived inaccuracies or flaws.

9.3. In case of justified complaints, made within the period specified above, the Supplier will undertake to make the necessary corrections within three working days, it being accepted that the fee will remain due in its entirety.

9.4. The Supplier is responsible only for the Services provided by him/her and cannot be held responsible for the content of the original text and liable for any disputes arising therefrom.

9.5. Within the limits of the law, all claims will be limited to the amount of the note of fees or of the receipt for the Service at issue, as indicated in the relevant Contract.

Events of force majeure

10.  

10.1. If the Supplier cannot complete the Work due to causes beyond his/her reasonable control and/or an event of force majeure, including interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, uprisings, acts of war or terrorism, invasions, government restrictions, natural disasters, floods, fires etc., the Supplier will immediately notify the Customer, indicating the circumstances.

10.2. An event reasonably beyond the control of the Supplier and/or an event of force majeure will give the Supplier and the Customer the right to terminate the contract, without prejudice to the rights that both Parties may have. The Customer will pay the Supplier all the Work completed up to the date of termination.

10.3. The Supplier shall not be considered in violation of any of his/her contractual obligations, if the Supplier cannot complete a Work within the expected deadline due to circumstances that are considered beyond the Supplier's reasonable control and/or due to events of force majeure. 

Jurisdiction

11.  

11.1. All relations between the Customer and the Supplier are regulated exclusively by the Italian law.

11.2. For all disputes inherent to the Contract between the Customer and the Supplier and to its content, to faults, defects, payments, validity, termination and/or whatever may arise between the Parties and that cannot be resolved amicably, the Parties shall be subject to the exclusive jurisdiction of the Court of Pordenone (Italy).

11.3. The present General Terms and Conditions have been written in Italian and English. In case of discrepancy between the Italian and the English version, the Italian version shall prevail.