SUPPLIER TERMS & CONDITIONS

SUPPLIER TERMS & CONDITIONS

1. GENERAL CONDITIONS

1.1 The clauses of this agreement represent the general conditions which shall govern the working relationship between the Company and the Supplier for the provision of language services.

1.2 When the Company grants individual assignments to the Supplier, the Supplier agrees to the terms and conditions outlined in this agreement.

2. DEFINITIONS

For the purposes of the contract herein the following definitions apply:

2.1 “TRANSLATION” is the written conversion of a source language into one or more target languages;

2.2 “PROOFREADING” is the correction of a target language from one or more source languages;

2.3 “TRANSCRIBING” is the conversion of speech into a written form;

2.4 “RELATED SERVICES” are, by way of example, the compilation and management of glossaries; the creation and updating of translation memories; legalization of translations and sworn translations; page setting of translated texts and in any case all activities related to the rendering of a complete translation, proofreading or transcribing service.

2.5 “TRANSLATOR” is the person who renders the translation service;

2.6 “PROOFREADER” is the person who renders the proofreading service;

2.7 “TRANSCRIPTIONIST” is the person who renders the transcription service.

2.8 “PURCHASE ORDER” is the document with which the Company assigns individual jobs to the Supplier and formalises the specific job conditions. The purchase order may take the following forms:
• e-mail message
• assignment proposal posted in a protected and reserved area on the Company’s portal/website

2.9 “GLOSSARY” is a list of specific and/or recurrent terms with their relative translation.

2.10 “REFERENCE MATERIAL” is any document, in any format, provided by the Company as reference for use during the assignment.

2.11  “TRANSLATION MEMORIES” are files created using special software (CAT tools) which enable parts of past translations to be retrieved and re-used.

3. METHODS FOR CARRYING OUT THE FREELANCE WORK

3.1  In providing freelance work, the Supplier shall carry out the activities requested by the Company, as indicated in the specific purchase order, with full organisational and operative autonomy, without being employed by the Company, without any exclusivity restrictions, and without the obligation to observe specific hours of work.

3.2 The technical equipment required to carry out the assignments and all other expenses pertinent to and/or connected with the same shall be borne by the Supplier.

3.3   The Supplier shall carry out the assignments granted personally and under his/her exclusive responsibility. The Supplier may in no case sub-contract the activities requested.

3.4   In carrying out the assignment, the Supplier is prohibited from using machine translation software. The use of such software, in addition to constituting a cause for termination of the individual assignment by law, also constitutes express breach of the confidentiality clause, which makes the Company eligible to request compensation for any damages incurred.

4. FORMALISATION OF THE ASSIGNMENT AND RELATED SERVICES

The Purchase order shall include:
4.1 For translation and/or proofreading services: full information about the type of translation and/or proofreading required (name to be given to the file, language, page setting and any other instructions); the deadline for delivery of the assignment; the unitary remuneration (by standard page, word or hour) or any other lump-sum envisaged for the specific assignment; any other information, including payment terms and conditions.

4.2 For transcription services: full information about the type of transcription required (name to be given to the file, language, page setting and any other instructions); the deadline for delivery of the transcription; the unitary remuneration (by page, word, minute or hour) or any other lump-sum envisaged for the specific assignment; any other information, including payment terms and conditions.

4.3 Contracts for the above services, as described in detail in the aforementioned Purchase order, will be considered implemented in the following cases:
- receipt of acceptance by e-mail from the Supplier
- receipt of automatic confirmation e-mail
- acceptance of the assignment as described in the protected and reserved area of the Company’s website/portal.

5. MINIMUM REQUIREMENTS FOR TRANSLATION, PROOFREADING, TRANSCRIPTION AND RELATED SERVICES

The services rendered by the Supplier must comply with the following minimum quality requirements:

5.1  For TRANSLATION and PROOFREADING services, the translator/supplier shall carry out the assignment with utmost diligence and professionalism and will provide the Company with the translated/proofread file containing the complete and final translation of the original/source text. Final translation means:
- free of computer viruses, in particular, the translation must be checked for viruses using one of the main software programmes available on the market;
- with correct page setting: the page setting must comply with the Company’s requests as agreed;
- the version of the program in which the translation is saved must comply with the Company’s requests;
- the translation must be complete: no part of the text must be omitted;
- the translation must be correct: it must include all the data, numbers and names present in the original/source text;
- the translation must be syntactically and grammatically correct and must have been spell checked;
- the translation must contain appropriate terminology. In particular, if no specific instructions are given in the purchase order, the translator shall use terminology found in specialist dictionaries and used habitually in the specific sector; alternatively, if the Company provides a “glossary” or “reference material”, the translator shall use the terminology found therein; the translator shall indicate terms not present in the glossary or in the reference material, proposing a relative translation;
- the translation must be terminologically and stylistically consistent. For example, recurrent terms in the text must always be translated in the same way;
- the translation must correctly interpret the concepts expressed in the original text;
- the translation must be stylistically suited to its final use, as specified in the purchase order.

5.2  For TRANSCRIPTION services, the transcriptionist/supplier shall carry out the assignment with utmost diligence and professionalism and will provide the Company with the transcribed file containing the complete and final transcription of the original/source text. Final transcription means:
- free of computer viruses, in particular, the transcription must be checked for viruses using one of the main software programmes available on the market;
- with correct page setting: the page setting must comply with the Company’s requests as agreed;
- the version of the program in which the transcription is saved must comply with the Company’s requests;
- the transcription must be complete: no part of the speech must be omitted;
- the transcription must be correct: it must include all the data, numbers and names present in the original/source file;
- the transcription must be syntactically and grammatically correct and must have been spell checked;
- the transcription must correctly interpret the concepts expressed in the original speech;
- the transcription must be stylistically suited to its final use, as specified in the purchase order.

6. DEVIATIONS AND DEFECTS

6.1. For translation, proofreading and transcription services

6.1.a If the assignment completed by the Supplier contains deviations and/or defaults that invalidate the quality of the assignment, or the service provided is not compliant with the minimum requirements pursuant to clause 5 hereto, the Supplier, on simple request by the Company, shall eliminate the errors and/or omissions found, with the utmost urgency, without being eligible for additional remuneration.

6.1.b  If the Supplier refuses to carry out the corrections required by the Company, or, if, due to urgency, it is impossible for the Company to ask the Supplier to eliminate the defects reported, or if the Supplier cannot be contacted, the Company shall carry out the corrections or have them carried out by another party.

6.1.c All expenses incurred by the Company to eliminate the errors in the contested assignments shall be borne by the Supplier, and possibly offset with any amounts due by the Company to the Supplier, also relating to other jobs.

6.1.d If the Supplier fails to meet the final term agreed for the delivery of an individual assignment, the assignment shall be understood as terminated by law, with the resulting right of the Company to refuse the work as well as to request compensation for any damages caused by the non-compliant conduct of the Supplier.

6.1.e If the assignment contains deviations and defects which render it completely unsuitable for use, or if the Supplier performs a partial service, or withdraws from the assignment, without justification, after accepting it, the Company shall have the right to terminate the individual assignment, pursuant to Article 1453 of the Italian Civil Code, with the resulting right to compensation for all damages incurred by the Company due to and as a result of the non-compliant conduct of the Supplier.

6.1.f Receipt of the assignment by the Company does not constitute acceptance of the work, nor does it release the Supplier from his/her guarantee to the Company for any defects or faults reported within the timeframes established by law.

7. COMPUTER SECURITY

The Supplier must have authentication credentials comprising a user name and related password and shall guarantee to the Company that the computer in his/her possession is used solely by himself/herself.

The Supplier shall also take all the necessary steps to ensure the secrecy of the reserved element of the credentials as well as the safe custody of the equipment in his/her possession which shall be used in an exclusive and professional way.

Furthermore, he/she shall not leave the computer unattended and accessible, shall take all preventive measures to conserve the data during processing and shall ensure that all measures are taken to minimize the risk of the data being destroyed or lost, even accidentally, or being accessed without authorization or processed without approval or for purposes not in compliance with the purposes of processing.
At the end of the processing stage the Supplier shall ensure that the data is destroyed.

8. TERMINATION BY LAW

8.1 This contract for freelance work shall be terminated by law, pursuant to art. 1456 of the Italian Civil Code, in the following cases:

a)  failure to notify, or late notification by the Supplier (Interpreter) of his/her impossibility, due to a serious, unforeseen impediment, to provide the services commissioned by the Company (art. 6.2.a);

b)  Breach of professional secrecy and the confidentiality clause (art. 9);

c)  Breach of the non-competition clause (art. 10);

d)  Publication or dissemination over the internet of texts, documents or information – even partial – that are the subject of individual assignments; uploading of texts and documents – even partial – which are the subject of individual assignments into machine translation systems on the internet; use of machine translation software; indexing of said files by search engines (9.11).

8.2  In these cases the contract shall be terminated at the time the Company, in a written notification to the Supplier, declares its application of this express termination clause.

9. CONFIDENTIALITY AND PROFESSIONAL SECRECY CLAUSE

9.1 “Confidential information” is all data, information and news, which the Supplier may become aware of directly and/or indirectly, provided in writing, orally or electronically, during the freelance work relationship, pertinent to the execution of an individual assignment, the working processes, IT systems and programs used by the Company, as well as information of any type regarding the Company itself, its employees and/or freelance workers and its clients.

9.2 The Supplier undertakes to consider the confidential information pursuant to art. 9.1. as strictly private and confidential and undertakes to adopt all necessary measures in order to protect the confidentiality of said information.

9.3 The Supplier undertakes to use the confidential information solely for the purpose of executing the assignment granted and not to use said information in any way which may cause damage to the Company or for any other purpose of any nature.

9.4. The Supplier undertakes not to disclose or reveal any confidential information to third parties. The confidentiality and secrecy obligation shall be binding on the Supplier throughout the duration of this contract and for the period of three years after its termination.

9.5. In the event that, due to legal or regulatory constraints or upon request by the Authorities, it is necessary to disclose or reveal confidential information, the Supplier shall be required to immediately consult with the Company in order to reach an agreement regarding the timing and content of any announcement or disclosure.

9.6. On conclusion of each assignment, as on termination of the freelance working relationship, the Supplier is obliged to return to the Company all material (both hard copy and electronic) and/or all documentation provided by the Company (both hard copy and electronic), also undertaking not to keep copies of said material and/or documentation, in any form, also undertaking to delete and/or destroy any information recorded on the computer and/or other tools owned, held or controlled by the Supplier. The Supplier also undertakes to destroy the source files sent by the Company and the files he/she translated or viewed as reference materials.

9.7. The Supplier is prohibited from using the name of the Company or its end clients as references and/or disclosing their names to third parties.

9.8. In the event that the Company is required to sign specific confidentiality agreements with its clients, specific confidentiality clauses with identical content shall be signed by the Supplier assigned to carry out the work to which said clause refers.

9.9. The confidentiality and secrecy clauses shall remain valid also subsequent to termination of the freelance work relationship.

9.10 Without prejudice to the provisions of art. 8, the Supplier shall be liable, and therefore, shall be required to compensate all damages, including pecuniary, image and non-pecuniary damage which may be caused to the Company due to and as a result of the breach of the confidentiality obligation.

9.11 It is expressly forbidden for the Supplier to publish or disseminate all or in part of the texts, documents or information forming the subject matter of the individual assignments on the Internet; upload all or part of the texts and documents – even partial – forming the subject matter of individual assignments into machine translation systems on the internet; use machine translation software; index said files using search engines.

9.12 In the event that lawsuits are brought against the Company, holding it liable for any breaches of the secrecy and confidentiality clause attributable to the conduct of the Supplier, the Supplier shall be required to indemnify and hold the company harmless from all actions and damages which it may be ordered to compensate to third parties.

10. NON-COMPETITION CLAUSE

10.1 Both during the freelance work relationship, and subsequent to its termination, for a period of three years, the Supplier undertakes, pursuant to article 2596 of the Italian Civil Code, not to perform translation or interpreting services for clients of the Company, on own behalf, either personally or through third parties.

10.2 During the relationship, the Supplier may not entertain any direct relationship with the Company’s end client, with the exclusion of only those relationships (technical or language-related) specifically requested and authorised by the Company.

11. REMUNERATION

11.1 Pursuant to articles 2225 and 2233 of the Italian Civil Code, remuneration for services rendered shall be agreed on by the parties and indicated in the Purchase order.
The agreed fees will be considered as inclusive of all the Supplier’s expenses and costs, without prejudice to any legal obligations and/or other agreements made by the parties for specific assignments.

11.2 Remuneration for satisfactory services will be paid to the Supplier within 45 days of the receipt of a valid invoice.

12. INTELLECTUAL PROPERTY AND GLOSSARIES

12.1 The contents of Glossaries and Translation Memories provided to the Supplier by the Company remain the property of the latter. Any glossaries and/or translation memories and relative updates created by the Supplier for the performance of the services requested by the Company remain the exclusive property of the latter and are subject to and governed by copyright and intellectual property laws. The Supplier shall not create derivative works, distribute, exhibit or in any other way exploit the materials produced and/or supplied by the Company.

12.2 Upon completion of the services the Supplier shall transfer all ownership rights to the Company in writing and may therefore not claim any right to economic benefits or any other profit from the work delivered.

13. WITHDRAWAL OF THE COMPANY

The Company is entitled to freely withdraw from this contract for freelance work, without any notice, by way of simple written communication to the Supplier.

14. DISPUTES AND COMPETENT COURT

For any dispute which may arise in relation to the construal and fulfilment of this agreement, the Court of Milan shall have exclusive jurisdiction.

15. APPLICABLE LAW AND JURISDICTION

This agreement is governed by Italian law and is subject to Italian jurisdiction.

16. REFERENCE

For all that is not expressly governed by this agreement and by the letters of assignment, the regulations of the Italian Civil Code shall apply.

 

Last updated: 10th November 2017

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