Supplier Terms & Conditions
Vendor Terms and Conditions for Translation Services
BETWEEN
Espresso Translations S.r.l with registered office in Foro Buonaparte 59, 20121 Milan, Italy, share capital of Euro 10,000 fully paid-up, registered with the Register of Companies of Milan no. MI-2511923, VAT and Tax Code No. IT10186210968, hereinafter referred to as the “Company”;
AND
The Vendor, hereinafter referred to as the “Vendor”;
(The Company and Vendor shall hereinafter jointly be referred to as the “Parties”)
1. Definitions
1.1. Company: Refers to Espresso Translations S.r.l., the translation agency contracting the services.
1.2. Vendor: Refers to the translator or translation service provider engaged by the Company to perform translation services.
1.3. Services: Refers to the translation services provided by the Vendor.
1.4. Source Material: The original text, document, or content provided by the Company to the Vendor for translation.
1.5. Translated Material: The final translated text, document, or content provided by the Vendor to the Company.
1.6. Traqworx Platform: The platform through which the Vendor receives and accepts translation offers.
2. Scope of Services
2.1. The Vendor agrees to provide high-quality translation services from the source language to the target language as specified by the Company.
2.2. Services will be performed according to standard procedures, using all technologies and tools necessary to obtain a result consistent with the quality offered and normally applied by the Vendor, and that is, without errors in translation, omissions, or typographical or grammatical errors. Furthermore, the Vendor will translate special terms with the normal and habitual meaning ascribed to them or using any glossaries that may be provided by the Company.
2.3. The Vendor must accurately translate the Source Material and deliver the Translated Material in the agreed format and within the specified timeframe.
2.4. The Vendor is responsible for ensuring the translated content is free of errors, omissions, and inaccuracies.
2.5. The Vendor will receive offers through the Traqworx Platform. An offer is only binding if the Vendor accepts it and is awarded it. The offer will outline the number of documents, type of service, language combination, delivery date, and total cost. The Vendor has no obligation to perform the services requested by the Client and may, at their discretion, refuse to accept any order for any reason.
2.6. Any changes or additions to the original material must be communicated and agreed upon in writing by both the Vendor and the Company before the Vendor proceeds with the translation.
3. Confidentiality
3.1. The Vendor shall treat all Source Material and related documents as confidential and shall not disclose any such information to any third party without the prior written consent of the Company.
3.2. This confidentiality obligation extends beyond the termination of this agreement.
3.3. The Vendor agrees to store all documents safely and securely, using appropriate measures to protect them from unauthorized access, loss, or damage.
4. Delivery and Deadlines
4.1. The Vendor agrees to deliver the Translated Material by the agreed deadline.
4.2. In case of any delay or inability to meet the deadline, the Vendor must inform the Company immediately and provide a new delivery date.
4.3. The Company reserves the right to impose penalties for late deliveries, which will be communicated in advance.
5. Quality Assurance
5.1. The Vendor guarantees that the Translated Material will be of high quality, accurately reflecting the meaning of the Source Material, and will be free from spelling and grammatical errors.
5.2. The Company reserves the right to request revisions and corrections if the Translated Material does not meet the required quality standards.
5.3. The Vendor will translate special terms with the normal and habitual meaning ascribed to them or using any glossaries that may be provided by the Client.
6. Payment Terms
6.1. The Company will pay the Vendor for the Services as per the agreed rates and payment schedule.
6.2. The Vendor must submit invoices for all jobs completed within a month by the end of that month. For example, all jobs completed in June should be invoiced at the end of June.
6.3. Payments for the invoiced jobs will be made on the last working day of the following month. For example, payment for jobs completed in June will be made on the last working day of July.
6.4. The Vendor is responsible for all taxes, duties, and other governmental charges related to the Services.
7. Intellectual Property
7.1. The Vendor acknowledges that all intellectual property rights in the Source Material and the Translated Material are owned by the Company.
7.2. The Vendor shall not use, reproduce, or distribute the Source Material or the Translated Material for any purpose other than fulfilling their obligations under this agreement.
8. Termination
8.1. This agreement is signed before the Vendor begins working with the Company and remains in effect as long as the Vendor is engaged with the Company on an ad hoc basis.
8.2. Either party may terminate this agreement at any time with written notice. Given the freelance and ad hoc nature of the work, there is no requirement for a notice period, unless otherwise agreed upon for specific projects.
8.3. If the Vendor decides they no longer wish to work with the Company, they can ask the Company to delete their profile on the Traqworx Platform. Upon deletion of their profile, all of the Vendor’s information will be removed from the Company’s database, and this agreement will be considered terminated.
8.4. The Vendor may terminate this agreement if the Company fails to pay for the Services provided within the agreed payment terms.
8.5. Upon termination, the Vendor must return all Source Materials and any other property of the Company. The Vendor shall deliver any completed or partially completed Translated Material related to ongoing projects at the time of termination.
8.6. Termination of this agreement does not absolve the Vendor of their confidentiality obligations, which survive termination as outlined in Section 3.
9. Liability and Indemnity
9.1. The Vendor shall indemnify and hold harmless the Company from any claims, damages, or expenses arising out of or related to the Vendor’s breach of this agreement or negligent acts.
9.2. The Company’s liability to the Vendor for any breach of this agreement is limited to the total amount paid or payable for the Services.
10. Miscellaneous
10.1. This agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral.
10.2. Any amendments to this agreement must be in writing and signed by both parties.
10.3. This agreement shall be governed by and construed in accordance with the laws of Italy.
10.4. Any disputes arising out of or in connection with this agreement shall be resolved through mediation and, if necessary, litigation in the courts of Italy.
11. Acceptance
By accepting a translation assignment from the Company, the Vendor agrees to be bound by these Terms and Conditions.
Last updated 26 February 2025