Terms and Conditions - For Suppliers
Translation Agreement between
- The Language Technology Centre Ltd. (LTC)
5-7 Kingston Hill
Kingston upon Thames
Surrey KT2 7PW
- The Language Technology Centre Ltd. (LTC)
- The Supplier (Translator, Reviser, Reviewer)
1. The Supplier accepts the following commission:
- Translation / Revision / Review of content in various formats.
- Signature of this Agreement imposes no obligation on LTC to purchase. Only implementation of the Agreement through order forms and specific contracts is binding on LTC.
Delivery and acceptance of delivery: Each delivery date will be agreed separately on the basis of the individual assignment. Every target text delivered under this Agreement must be accompanied by correctly completed copies of the statements on transfer of intellectual property rights provided with the order form. The delivery has been executed when the target test and any other deliverable specified in the order form together with relevant Annexes have been submitted to LTC, by uploading them through LTC’s Supplier portal, or as indicated in the order form. Before LTC accepts the delivery, it will verify it and evaluate the target text in accordance with LTC’s quality assurance procedures. A delivery is accepted when LTC notifies the Supplier of the acceptance via LTC’s Supplier Portal. If the deliverables are substandard, LTC retains the right to demand rework within a reasonable time frame.
Should the Supplier abandon his/her work during the course of a project any payments due to the Supplier can be withheld by LTC. In all cases the Supplier's liability will be limited to the previously agreed value of the assignment.
Delivery dates: Delivery shall take place by 9 a.m. of the day of the deadline stated on the order form issued for the assignment (unless otherwise stated on the order form). Acceptance of the assignment implies acceptance of the delivery date stated and an obligation to meet it. The burden of correct and timely delivery shall be borne by the Supplier. Possible delays in delivery due to force majeure will have to be duly reported to the project manager in charge at least 24 hours before the deadline for delivery
Except in cases of force majeure any delay in delivery will automatically incur liquidated damages calculated at the rate of 10% of the total amount due for the document concerned per day of delay.
Format for delivery: Same as source unless instructed otherwise
Web access granted to Supplier: all terminology, translation memory and other information relevant to the assignment
Fees: The prices of the services shall be listed in the Amendment to this Agreement. These prices also constitute any fees payable to the Supplier in relation to the vesting of intellectual property or industrial rights in the Client and, where applicable, the transfer of such rights and any use of the results by the Client. The Supplier shall have sole responsibility for complying with any legal obligations incumbent on him, notably those resulting from tax and social legislation.
Payment terms: Within 10 days of acceptance of delivery by LTC, the Supplier shall submit an invoice, indicating the reference number of the order form to which it refers. Payment shall be made within 45 days of the receipt of the correctly established invoice. The payment may be suspended in all the situations described below:
- If the assignment has not been delivered
- If the delivery has not been accepted
- If supporting documents are missing or have not been produced
- If the invoice is not correctly established
- If LTC needs to make further checks
Liquidated damages will be applied as specified above in the event of failure to meet the deadline for delivery or if the quality of the delivered target text is found not to correspond to requirements. The decision to impose liquidated damages is immediately enforceable.
If total payments made exceed the amount actually due or if recovery is justified in accordance with the terms of the Agreement, the Supplier shall reimburse the appropriate amount on receipt of the debit note, in the manner and within the time limits set by LTC. In the event of failure to pay by the deadline specified in the debit note, the sum due shall bear interest at 3% above the then current base rate. Interest shall be payable from the calendar day following the due date up to the calendar day on which the debt is repaid in full.
The LTC may, after informing the Supplier, recover amounts established as certain, of a fixed amount and due by offsetting, in cases where the Supplier also has a claim on LTC that is certain, of a fixed amount and due.
2. Quality requirements: The Supplier will exercise his/her professional skill and care in the task and perform each assignment to the highest professional standards. If a target text is returned for completion or if further checks are needed, the formal acceptance of the deliverable will be suspended. Information on the evaluation including comments to the Supplier on the translation, if deemed necessary, will be made available via LTC’s Supplier portal. Suppliers must take these comments into account in future assignments.
3. The Supplier will treat confidential all information contained in the source language materials provided and in any additional information made available by LTC.
4. The Supplier receives from LTC
- the source language materials
- web access to any relevant translation tools, such as translation memories and terminology databases
- an agreed glossary of terms and terminology for each assignment, if applicable
- instructions for translation / revision / review, if applicable
- any training in the use of the tools
- an agreed delivery date for each assignment
so that he/she is in a position to process the order in a professional, efficient and reliable manner.
5. Confidentiality: The Supplier agrees to use any software made accessible to him under this agreement only for the specific tasks to complete his order. The Supplier is not entitled to use the software for any other purposes or clients.
Due to confidentiality requirements agreed with LTC's customers, all files, databases and translation memories made available to the Supplier, and modified and updated during the course of the translation, must be returned to LTC on completion of the work, together with the translation.
Translation memories and databases created by the Supplier during the course of a project remain the property of LTC notwithstanding any proprietary rights of LTC's clients.
The Supplier undertakes to treat in the strictest confidence and not make use of or divulge to third parties any information or documents which are linked to the performance of the Agreement. The Supplier shall continue to be bound by this undertaking after completion of the tasks. If applicable, the Supplier shall obtain from each member of his staff, board and directors an undertaking that they will respect the confidentiality of any information which is linked, directly or indirectly, to execution of the tasks and that they will not divulge to third parties or use for their own benefit or that of any third party any document or information not available publicly, even after completion of the tasks.
6. The Supplier is not entitled to enter contractual agreements directly with any client of LTC and the client's subsidiaries. LTC remains fully responsible for the management of any assignment. LTC will enable the Supplier to work with a given LTC client directly, if the nature of the work requires this. The Supplier will inform LTC about the result of any oral communication and will provide copies to LTC about all written communication exchanged directly between Client and Supplier. LTC alone is entitled to negotiate fees and any other financial and technical arrangements with her Clients.
This clause is applicable for the duration of this agreement and remains in force for a period of 2 years after the termination of this agreement unless otherwise agreed in writing between LTC and the Supplier
7. Procedure: LTC sends a purchase order to the Supplier. The task and time scale is specified in the purchase order. The Supplier receives the source data, access to LTC’s web based tools and databases and specifications from LTC and returns the deliverables to LTC in the appropriate format within the time scale specified in the purchase order. All deliverables are always returned to LTC, never to the client.
Any databases or other information generated or modified during the course of the order remain the property of LTC or its Client and will be held by LTC after completion of the work. Any proprietary rights of LTC´s Client to such information are to be honored by the Supplier. Any information made available to the Supplier, such as glossaries, databases and other material, in order to ensure consistent and high quality results, remain part of LTC’s or her Client’s intellectual property. After completion of any translation/revision/review, all Client data will be held at LTC only, and will be made available at the beginning of each subsequent assignment.
8. LTC agrees not to use the Supplier´s name for materials not translated/revised/ reviewed by the Supplier.
9. Ownership of results – intellectual and industrial property: A result shall be any outcome of the implementation of the Agreement and provided as such by the Supplier. A creator shall be any person who contributed to production of the result. Pre-existing intellectual property rights, sometimes referred to as background technology, are any industrial and intellectual property rights which exist prior to the Agreement being entered into and include rights of ownership and use of the Supplier, LTC, the Client and any third parties ("pre-existing rights"). It shall be a material condition of the Agreement and of the essence of the Agreement that Suppliers shall be under a duty to provide a list of pre-existing rights on the date of delivery of the final result at the latest.
The ownership of all the results or rights, including copyright and other intellectual or industrial property rights, and all technological solutions and information embodied therein, obtained in performance of the Agreement, shall be irrevocably and fully vested in the Client, which may use them as described in this Agreement. All the rights shall be vested in the Client from the moment the results were delivered and accepted by the Client.
For the avoidance of doubt, and where applicable, any such vesting of rights is also deemed to constitute an effective transfer of the rights from the Supplier via LTC to the Client. The payment of the fee agreed in the Amendment is deemed to include all forms of use by the Client in the results. The above vesting of rights in the Client under this Agreement covers all territories worldwide and is valid for the whole duration of intellectual property rights protection.
Any intermediary sub-result, raw data or intermediate analysis made available to the Client by the Supplier via LTC cannot be used by the Client without the written consent of LTC and the Supplier.
The Supplier retains all right, title and interest in its pre-existing rights not fully vested in the Client, and hereby grants the Client, upon its request and for the requested period, a licence to use the pre-existing rights to the extent necessary to use the delivered results.
The Supplier shall ensure that delivered results are free of rights or claims from third parties, including in relation to pre-existing rights, for any use envisaged by the Client. The above does not concern the moral rights of natural persons and rights referred to above.
The Supplier shall clearly point out all quotations of existing textual works made by the Supplier. The complete reference should include as appropriate: name of the author, title of the work, date of publishing, date of creation, place of publication, address of publication on internet, number, volume and other information enabling the origin to be identified easily.
The Supplier shall clearly indicate all parts of the result originating from external sources: parts of other documents, images, graphs, tables, data, software, technical inventions, know-how etc. (delivered in paper, electronic or other form).
For non-textual results or results provided in electronic form only, the description, instruction or information document shall list all parts coming from external sources: IT development tools, routines, subroutines and/or other programs ("background technology"), concepts, designs, installations or pieces of art, data, source or background materials or any other parts of external origin.
If the Client so requires, the Supplier shall provide proof of ownership or rights to use all necessary rights to the materials referred to above.
By delivering the results the Supplier confirms that the creators undertake not to oppose their names being recalled when the results are presented to the public and confirms that the results can be divulged. The Supplier shall possess all relevant agreements of the creator and provide proof in the form of documentary evidence.
By delivering the results the Supplier warrants that the above transfer of rights does not violate any law or infringe any rights of others and that he has the relevant rights or powers to execute the transfer. He also warrantees that he has paid or verified being paid all fees and payments, including fees to collecting societies, related to the final results.
The Supplier shall indemnify the Client for all damages and costs incurred due to any claim brought by any third party including creators and intermediaries for any alleged breach of any intellectual, industrial or other property right based on the Client's use of the works and in relation to which the Supplier has granted or vested rights to the Client.
10. Data protection: Any personal data included in the Agreement shall be processed pursuant to the UK Data Protection Act. Where the Agreement requires the processing of of personal data by the Supplier, the Supplier may act only under the supervision of the data controller, in particular for the purposes of the processing, the categories of data which may be processed, the recipients of the data, and the means by which the data subject may exercise his/her rights. If applicable, the Supplier shall limit access to the data to the staff strictly necessary for the performance, management and monitoring of the Agreement. The Supplier undertakes to adopt appropriate technical and organisational security measures having regard to the risks inherent in the processing and to the nature of the personal data concerned in order to:
- prevent any unauthorised person from having access to computer systems processing personal data, and especially:
- unauthorised reading, copying, alteration or removal of storage media;
- unauthorised data input as well as any unauthorised disclosure, alteration or erasure of stored personal data;
- unauthorised use of data-processing systems by means of data transmission facilities;
- ensure that authorised users of a data-processing system can access only the personal data to which their access right refers;
- record which personal data have been communicated, when and to whom;
- ensure that personal data being processed on behalf of third parties can be processed only in the manner prescribed by the contracting institution or body;
- ensure that, during communication of personal data and transport of storage media, the data cannot be read, copied or erased without authorisation;
- design its organisational structure in such a way that it meets data protection requirements.
11. Subcontracting: the Supplier shall not subcontract without prior written authorisation from LTC nor cause the Agreement to be performed in fact by third parties. Even where LTC authorises the Supplier to subcontract to third parties, he shall nonetheless remain bound by his obligations to LTC under the Agreement and shall bear exclusive liability for proper performance of the Agreement. The Supplier shall make sure that the subcontract does not affect rights and guarantees to which LTC is entitled by virtue of this Agreement.
12. Modes of exploitation
All translations, revisions, reviews, amendments, elaborations, website layout or content, computations, documented data, translation memories, database format and data and any other deliverable or outcome for which the rights vest in the Client and thereby the Client has acquired the ownership may be used in the following way:
- publishing in paper copies or in electronic form as downloadable/non-downloadable file
- making available on internet
- public presentation or display
- communication through press information services,
- inclusion in widely accessible databases or indexes
- in any form and by any method existing at this date and in the future
- giving access on individual requests as provided for by Regulation 1049/2001 regarding public access to European Parliament, Council and Commission documents
- storage: in paper format, in electronic format or in original format (sculpture, maquette etc.)
- modifications: shortening, abbreviating, modification of the content
- revising, reviewing, amending, editing made directly by the Commission/by a third party (external contractor)
- technical changes to the content:
- necessary correction of technical errors
- adding new parts or functionalities
- changing functionalities made directly by the Commission / by a third party (external contractor)
- providing third parties with additional information concerning the result (e.g. source code)
- addition of new elements, paragraph titles, leads, bolds, legend, table of contents, summary, graphics, subtitles, sound, etc.,
- preparation in audio form, preparation as a presentation, animation, pictograms story, slide-show, public presentation etc.
- extracting a part or dividing into parts
- use of a concept or preparation of a derivative work
- digitisation or converting the format for storage or usage purposes
- translate, subtitle, dub into any language
- use for own purposes:
- making available to the staff of the Client
- making available to the persons and entities working for the Client or cooperating with it, including: contractors, subcontractors whether legal or natural persons, EU-institutions, agencies and bodies, Member States institutions
- installing, uploading, processing
- arranging, compiling, combining, retrieving
- making a copy, reproducing
- allow use of results by third parties:
- for commercial or non-commercial purposes,
- against payment, without payment or against fulfilment of other conditions
- assignment in full or in part
- giving a licence
- for a particular period or unlimited in time
This list may be further specified in a specific contract.
Where the Client becomes aware that the scope of the modifications exceeds the scope envisaged in the Agreement, the creator shall be consulted. The creator will be obliged to provide his response within two weeks. He shall provide his agreement, including any suggestions for modifications, free of charge. The creator may refuse the intended modification only when it may harm his honour or reputation.
If the Client decides not to distribute or publish the documents or information supplied, the Supplier may not have them distributed or published elsewhere without prior written authorisation from the Client. Any distribution or publication of information relating to the Agreement or use of outcome of the implementation of the Agreement and provided as such by the Supplier shall require prior written authorisation from the Client via LTC and, if so requested, shall mention that it was produced within an agreement with LTC. It shall state that the opinions expressed are those of LTC or the Supplier only and do not represent the Client's official position.
The use of information obtained by the Supplier in the course of the Agreement for purposes other than its performance shall be forbidden, unless LTC has specifically given prior written authorisation to the contrary.
13. Pre-existing rights, intermediaries, creators' rights
Where industrial and intellectual property rights, including rights of ownership and use of the Supplier and third parties, exist prior to the Contract being entered into ("pre-existing rights"), the Supplier shall draw up a list which shall specify all pre-existing rights and shall disclose it to the Client at the latest when delivering a final result.
All pre-existing rights to delivered results shall be vested in the Client and thereby under the terms of the Contract be effectively transferred to the Client.
The Supplier shall present relevant and exhaustive proof of acquisition of the necessary rights upon delivery of the requested translation service. The latter should be fulfilled by presentation of the Suppliers' intermediating in the transfer of right sand creators' statements prepared.
Where parts of the results were created by employees of the Supplier, documentary evidence shall be provided as to how the creators' or authors' rights were transferred to the Supplier, i.e. a copy of the relevant agreement or extract from the employment contract should be provided.
14. Partial vesting of rights (pre-existing or not pre-existing)
Where the partial vesting of particular rights to the results was envisaged in the technical specification and the offer, the Supplier shall list precisely at the moment of delivery of the final report at the latest all materials, information, IT tools, methodology and any other results or parts of the result to which third persons have rights, even if originally owned by the Supplier, or for which the right is not to be unconditionally given to the Client. For every listed item the Supplier shall describe precisely the scope of pre-existing rights and not pre-existing rights and the scope and the manner, direct or indirect, of the partial vesting and thereby the effective transfer of rights to the Client. The information obligation also refers to the intention of using materials for which the rights are already entirely or partially owned by the Client. This obligation is in addition to the duty to disclose pre-existing rights.
15. The Supplier shall neither represent LTC nor the Client or behave in any way that would give such an impression. LTC or the Client may not under any circumstances be considered to be the Supplier’s employer.
16. Should the Supplier fail to perform his/her obligations under this Agreement, LTC may reduce or recover payments in proportion to the scale of the failure. In addition, LTC may claim compensation or impose the liquidated damages provided for above.
17. LTC shall not be liable for damage sustained by the Supplier in performance of an order except in the event of wilful misconduct or gross negligence on the part of LTC.
18. In the event of any action brought by a third party against LTC in connection with the performance of one or more assignments under this Agreement, the Supplier will assist LTC. Expenditure incurred by the Supplier to this end may be borne by LTC.
19. The Supplier shall take out insurance against risks and damage relating to performance of the Agreement if required by the relevant applicable legislation. He/she shall take out supplementary insurance as reasonably required by standard practice in the industry.
20. Force majeure: Force majeure shall mean any unforeseeable and exceptional situation or event beyond the control of the contracting parties which prevents either of them from performing any of their obligations under the Agreement, was not due to error or negligence on their part or on the part of a subcontractor, and could not have been avoided by the exercise of due diligence. Defects in equipment or material or delays in making it available, labour disputes, strikes or financial problems cannot be invoked as force majeure unless they stem directly from a relevant case of force majeure.
If either contracting party is faced with force majeure, it shall notify the other party without delay by registered letter with acknowledgment of receipt or equivalent, stating the nature, likely duration and foreseeable effects.
Neither contracting party shall be held in breach of its contractual obligations if it has been prevented from performing them by force majeure. Where the Supplier is unable to perform his contractual obligations owing to force majeure, he shall have the right to remuneration only for tasks actually executed. The contracting parties shall take the necessary measures to reduce damage to a minimum.
21. This Agreement shall be governed by UK law, complemented, where necessary by the national substantive UK law.
22. Either party can terminate this agreement in writing. Such a termination shall have no adverse effect on any current assignment. A termination of this agreement will not incur any penalties for either party.
23. Should any of the above clauses be void the remaining clauses shall remain in force. Any amendment to the Agreement shall be the subject of a written additional agreement concluded by the contracting parties before fulfilment of all their contractual obligations. An oral agreement shall not be binding on the contracting parties. An order form or a specific contract may not be deemed to constitute an amendment to the Agreement.
The non disclosure and confidentiality clauses will remain in force for an unlimited period even after a termination of this agreement.