SUPPLIER TERMS & CONDITIONS
General terms and conditions for the
purchase of services.
These General Terms and Conditions for the Purchase of Services (hereafter, ‘General Terms and Conditions’) are the only ones that govern all the contracts and/or orders negotiated between Espresso Translations S.r.l., with legal offices in Milan, street address Foro Buonaparte no. 59, Tax Code ID and VAT ID 10186210968 (hereafter, the ‘Company’) and the party that provides the services (hereafter, the ‘Supplier’) subject to such contracts and/or orders. The Supplier accepts these General Terms and Conditions even if they diverge from his general or specific delivery conditions. Any modification or addition to, as well as any of the Supplier’s delivery conditions that differ, in whole or in part, from these General Terms and Conditions will be valid only with specific written acceptance from the Company.
Under these General Terms and Conditions:
1.1. ‘Translation’ means the service of written conversion from a source language into one or more target languages;
1.2. ‘Revision’ means the service of correction from a source language into one or more target languages;
1.3. ‘Transcription’ means the service of conversion of speech into written form;
1.4. ‘Related Services’ means, individually and collectively, services accessory to those of Translation, Revision or Transcription, such as, for example, the processing and management of glossaries, the creation and updating of translation memories, the certification of translations and sworn translations, the layout of the page of translated text, as well as all activities included in the final rendering of the Translation, the Revision and the Transcription;
1.5. ‘Services’ means, individually and collectively, the Translation and/or Revision and/or Transcription and/or Related Services in question in an Assignment Letter;
1.6. ‘Assignment Letter’ means the document in which the Company asks the Supplier to perform the Services, by email or by individual proposals published in a protected and reserved area on the Company’s website/portal;
1.7. ‘Glossary’ means a list of recurring and/or specific terms with their respective translations;
1.8. ‘Reference Material’ means, individually and collectively, any document, or any format, provided by the Company as reference in connection with the service in question in the Assignment Letter;
1.9. ‘Translation Memory’ means, individually and collectively, the files created using a software programme (known as ‘CAT tools’) that allow retrieval and reuse of parts of previous translations.
2. CONCLUSION OF THE CONTRACT
2.1. The Company sends the Supplier an Assignment Letter containing the following information: a) information about the Services requested (e.g., name to give the file, language, page layout and any other instructions deemed necessary); b) the delivery date; c) the fee; d) other conditions, including the payment method.
2.2. The contract is understood to be concluded at the time the Assignment Letter is accepted by the Supplier. Either the Supplier sending the Company a confirming email with the Assignment Letter attached or the Supplier’s express acceptance in the protected and reserved area of the Company’s website/portal will be considered formally valid acceptance. The Assignment Letter will not be considered binding for the Company until the receipt of the aforementioned acceptance from the Supplier.
2.3. If the Supplier does not accept the Assignment Letter within 2 (two) calendar days of its receipt, the Company will have the right to revoke it.
3. METHODS FOR PERFORMING THE SERVICE
3.1. The Supplier is obligated to provide the Services:
3.1.a. with the maximum professionalism, diligence and care, and in observance of these General Terms and Conditions and the applicable Assignment Letter from time to time;
3.1.b. in compliance with the delivery dates for the output of Services, to be considered mandatory;
3.1.c. with his own organisation of resources, with personal management and at his own risk, at his own expense (including, without limitation, those related to the technical tools required for the provision of the Services) and with the assumption of the related liability, without any interference by the Company, which will not in any way exercise any management, monitoring or disciplinary power over the Supplier;
3.1.d. in strict collaboration with the Company, allowing the Company to verify the exact fulfilment of the obligations assumed by the Supplier and the execution status of the Services in question in the assignment;
3.1.e. communicating to the Company any reason that could limit, prevent or otherwise affect the proper performance of the Services.
3.2. The Supplier is expressly prohibited from:
3.2.a. assigning or subcontracting the Services, in whole or in part;
3.2.b. using automatic translation software to perform one or more Services.
4. ERRORS AND MINIMUM QUALITY REQUIREMENTS
4.1. The Services rendered by the Supplier must adhere to the following minimum quality requirements:
4.1.a. all output files must be free of viruses, malware or other harmful code, and saved with the software version and page layout requested by the Company;
4.1.b. the Translation/Revision/Transcription in question in the Services:
¬ must be complete with all text, data, numbers and names present in the original text and/or in the source material, without any kind of omission;
¬ must be correct in terms of grammar, syntax and spelling;
¬ must contain the appropriate terminology present in speciality dictionaries and habitually used in the specific field or, alternatively, terminology consistent with any Glossary and/or Reference Material provided by the Company;
¬ must be consistent in terms of terminology and style (for example, recurring terms in the text must always be translated in the same way);
¬ must properly interpret the ideas expressed in the original text and/or in the source material;
¬ must be stylistically consistent with the final purpose as specified in the Assignment Letter.
4.2. If the Services should not be rendered in compliance with the Assignment Letter and/or with the fulfilment methods and/or the minimum quality requirements indicated in article 4.1 above, or if the Services should contain omissions and/or errors adversely affecting the quality of the related output, the Supplier, upon simple request by the Company, will be obligated to eliminate the defects in compliance, the errors or the omissions found, with the greatest urgency, without the Company owing any extra fee for such activity.
4.3. Failing this – if the Supplier should refuse to do the aforementioned activity or if it should be impossible to contact him or if, due to urgency, it should be impossible for the Company to ask the Supplier to eliminate the defects – the Company will directly or indirectly take care of performing the Services in compliance with the contract, charging the Supplier for all related costs incurred, with the right to compensation of such amounts through any receivables claimed from the Company by the Supplier.
4.4. The payment of any fee to the Supplier does not constitute acceptance of the Services, nor does it release the Supplier from the guarantees that the Supplier made to the Company under these General Terms and Conditions and the applicable Assignment Letter.
5. FEES AND PAYMENT TERMS
5.1. The fees owed to the Supplier and the related payment methods are established in the Assignment Letter. With the payment of such fees, the Company concludes any financial obligation to the Supplier, who cannot demand anything else – neither during the course of the relationship nor following its termination – on any grounds.
5.2. The fees will be paid to the Supplier by the Company after the issuance of a regular invoice with a due date of 45 (forty-five) days from its issuance.
6. INTELLECTUAL PROPERTY
6.1. The Glossaries, the Reference Material, the Translation Memories and the related updates made by the Supplier in the scope of the services, as well as all related intellectual property rights (including, by way of example and not exhaustively, patents, inventions, designs, brands, logos, business secrets, studies, know-how, industrial secrets, etc.) are and remain the exclusive property of the Company and/or its licensors. Similarly, all the outputs of the Services, even if delivered to the Company by the Supplier and not used by the Company, and all the related intellectual or industrial property rights will be the exclusive property of the Company, it being therefore understood that the Company will be free to use them or cause them to be used, without limitations. In particular, the Supplier recognizes and accepts that such outputs will be considered ‘work made-for-hire’ for the Company, so he will concede and assign to the Company all rights, securities and interests in such outputs, perpetually and throughout the world.
6.2. The Supplier is expressly prohibited from using any material or document provided by the Company for other jobs and/or from distributing, exhibiting or exploiting in any other way such materials or documents.
7.1. The Supplier is obligated to handle and keep as strictly confidential any of the Company’s Confidential Information it will learn of during the performance of his assignment, as well as to use it only for the fulfilment of these General Terms and Conditions and the applicable Assignment Letter, and not to disclose, disseminate or reveal it to third parties. For the purposes of this clause, ‘Confidential Information’ means, collectively and without distinction, any information, data, knowledge, patented or patentable discovery, know-how, manual, method, software and any information related to the Company’s business services technology and its related provision, processing and application as well as any information or data related to the Company’s production and management methods, any data related to the Company’s clients and, in general, any news of a technical, financial, legal, business or administrative nature, as well as any plan, document, magnetic medium or material or product sample – in any form it is presented in and communicated, regardless of the indication that the information provided is of a private or confidential nature – as well as all reports, analyses, studies or other documents or materials that contain or reflect or have been developed on the basis of such information. Reference Materials and all documents related to each assignment awarded to the Supplier, as well as the very existence of the assignment, are also considered Confidential Information.
7.2. In the event that, due to regulatory or legal obligations or upon request of the Authorities, it becomes necessary to reveal or exhibit the Confidential Information, the Supplier will be required to consult immediately with the Company to reach an agreement regarding the time and content of all statements or revelations.
7.3. The confidentiality and non-use obligations prescribed in article 7.1 above will remain in force for 3 (three) years following the cessation, for any cause or reason whatsoever, of the Services indicated in the related Assignment Letter.
7.4. In any case, at the end of each assignment, for any cause or reason whatsoever, the Supplier must immediately return the Confidential Information to the Company (including, without limitation, all materials and documents related to the assignment) in his possession, likewise agreeing not to keep copies of such information and to delete and/or destroy it from all computers and/or devices possessed, held or managed by the Supplier.
7.5. The Supplier is prohibited from using the Company’s name or its clients’ names as a reference.
8. NON-COMPETITION AGREEMENT
8.1. For the entire duration of the assignment indicated in the applicable Assignment Letter and for a period of 3 (three) years following its completion, the Supplier agrees, pursuant to article 2596 of the Italian Civil Code, not to perform, directly or indirectly, any type of translation or interpretation service for the Company’s clients, without the Company’s specific written authorisation.
9.1. Pursuant to and for the purposes of article 1456 of the Italian Civil Code and without prejudice to compensation for damage, the Company has the right to declare to the Supplier, by means of registered letter or certified electronic mail, that it intends to use this termination clause, thereby effecting the immediate termination of the contract, in the following cases of non-performance by the Supplier: a) failure to deliver or late delivery of, by the times expected, the output of the Services (article 3.1.b); b) violation of the prohibition on assigning or subcontracting (article 3.2.a); c) use of automatic translation systems (article 3.2.b); d) the presence of serious non-performance and/or defects in the Services such as to render the related output unusable (article 4); e) violation of the confidentiality clause (article 7); f) violation of the non-competition agreement (article 8); g) violation of the security measures for the protection of data (article 11.2).
10.1. The Supplier is required to indemnify and hold harmless the Company and its successors for any loss, damage, cost or expenses (including, without limitation, legal expenses) deriving from or connected to any request for indemnity or legal action related to: (a) the execution of this contract; (b) the violation by the Supplier of the obligations, statements or guarantees indicated in these General Terms and Conditions.
11. INFORMATION ON PRIVACY
11.1. With reference to the personal data processed in the scope of the relations between the Supplier and the Company, each party is obligated to process the personal data received from the other exclusively for purposes strictly connected and instrumental to the execution of the obligations undertaken with the contracts stipulated between them, in compliance with the provisions indicated in Legislative Decree 196/2003.
11.2. In particular, the Supplier guarantees that the computer tools used to perform the Services will be used exclusively by the Supplier and will be equipped with effective authentication credentials and all necessary precautionary measures to protect the data and to minimise the risk that the data could be destroyed or lost, even accidentally, or become accessible without authorisation or be processed without authorisation or for purposes not consistent with the goals of the Services.
11.3. The Supplier states that he has read and understood the Company’s informational statement under article 13 of Legislative Decree 196/2003 available at https://www.espressotranslations.com/privacy-policy/.
12. APPLICABLE LAW AND COURT WITH JURISDICTION
12.1. These General Terms and Conditions and the Assignment Letter applicable from time to time are subject to Italian law, and for any disputes arising between the parties in regard to them, including those related to the interpretation, application or execution of them, the exclusive jurisdiction will be that of the Court of Milan.
13.1. For all matters not expressly governed by these General Terms and Conditions and by the applicable Assignment Letter, the laws of the Italian Civil Code will apply.
Last updated: 20 April 2018