General Terms & Conditions of Purchase - T&Cs

1. SCOPE OF APPLICATION - PURPOSE

  1. PURPOSE

The purpose of these terms and conditions of purchase (hereinafter “T&Cs”) is to define the terms of purchase by EuropaTrad of language services, translation and interpreting services, formatting (DTP), graphic adaptation, subtitling and dubbing, (hereinafter the “Services”) from specialised service providers (hereinafter the “Service Providers”).

These T&Cs apply to all orders placed by EuropaTrad with its Service Providers for the performance of the Services.
By accepting an order from EuropaTrad, the Service Provider accepts these T&Cs.
The Service Provider shall not avail itself of any contractual document whatsoever, which has not been expressly accepted by the parties, and which contradicts any clauses of these T&Cs.

2. ORDERS

2.1 Any performance of a Service by the Service Provider, requested by EuropaTrad, shall be the subject of an order.

Orders are placed in writing with the Service Provider by sending either a EuropaTrad purchase order or an order transferred by the online management system (vendor portal), or failing this, via an email equivalent to an order.
Each order contains a reference number as well as all the specifications relating to the Service requested by EuropaTrad, and constitutes the reference document for the performance of the Services.
All orders are final after receipt by EuropaTrad of an order acknowledgement of receipt from the Service Provider, with no modifications or reservations, no later than 12 (twelve) hours after the order has been sent by EuropaTrad to the Service Provider.
Beyond this deadline, if EuropaTrad has not received an acknowledgement of receipt, the order shall be cancelled.

2.2 . Any modification to the order whatsoever, particularly related to the purpose, specifications, quantity or deadline for the Services may only be binding on the parties if they both expressly agree in writing.

2.3. All orders may, at any time, be cancelled by EuropaTrad by any means, including by email in particular, before receipt of the order acknowledgement of receipt from the Service Provider without the latter being able to claim any compensation, damages or interest of any kind whatsoever.

III. 3. PERFORMANCE OF THE SERVICES

Translation and post-editing services

This Includes post-editing or translation and delivery of the finalised translation document(s) to EuropaTrad by the Service Provider in accordance with the terms outlined in the order.

The Service Provider, having accepted an order from EuropaTrad, undertakes to:

  • respect the performance deadlines of the order agreed with EuropaTrad,
  • ensure impeccable quality and the guarantees outlined below,
  • have the necessary technical skills and resources to provide high-quality Services (as defined in the ISO 18587 standard for post-editing and the ISO 17100 standard for translation services)
  • request from EuropaTrad any additional information required for the proper performance of the Service,
  • respect the prices agreed with EuropaTrad.
  • respect the strictest confidentiality of the information sent to it.

In the event the Service Provider is late in performing the Services, it is fully liable for all direct or indirect damages that EuropaTrad may claim due to this delay, such as damage incurred by EuropaTrad clients.
Furthermore, EuropaTrad reserves the right to apply late penalties equal to 15% of the amount of the order per day of delay, to cancel said order or to require the Service Provider to pay compensation for the loss incurred.
Penalties shall apply without prior formal notice as soon as a discrepancy has been identified between the contractual deadlines and the actual submission dates.

For translation services, which are explicitly different from post-editing services, the Service Provider undertakes not to use any automatic translation engine, including engines available in CAT software programs (such as Trados, MemoQ, etc.), unless expressly agreed in writing by EuropaTrad.

For post-editing services, the Service Provider undertakes to use only the pre-translations provided by the automatic translation engines selected and used by EuropaTrad.
The use of other automatic translation engines, directly or indirectly through CAT software extensions, is prohibited, except with the express written consent of EuropaTrad.

The Services may be performed either by using the Service Provider’s computer-assisted translation (CAT) software or by accessing the online systems provided by EuropaTrad, with secure, named access.
The Service Provider agrees to use the method selected by EuropaTrad, excluding any other translation tool.

Page layout (DTP), graphic adaptation, editing, subtitling and dubbing services

This includes page layout (DTP), graphic adaptation, adaptation and creation of texts written in any language, subtitling and dubbing, submitted to EuropaTrad by the Service Provider under the terms and conditions set out in the order.

The Service Provider, having accepted an order from EuropaTrad, undertakes to:

  • respect the performance deadlines of the order agreed with EuropaTrad,
  • ensure impeccable quality and the guarantees outlined below,
  • request from EuropaTrad any additional information required for the proper performance of the Service,
  • respect the prices agreed with EuropaTrad.
  • respect the strictest confidentiality of the information sent to it,
  • use only tools (including online SaaS services) that guarantee the confidentiality of the data processed.

  • In the event the Service Provider is late in performing the Services, it is fully liable for all direct or indirect damages that EuropaTrad may claim due to this delay, such as damage incurred by EuropaTrad clients.
    Furthermore, EuropaTrad reserves the right to apply late penalties equal to 15% of the amount of the order per day of delay, to cancel said order or to require the Service Provider to pay compensation for the loss incurred.
    Penalties shall apply without prior formal notice as soon as a discrepancy has been identified between the contractual deadlines and the actual submission dates.

    Interpreting services

    These services include the complete performance of the interpreting assignment by the Service Provider at EuropaTrad client’s premises or remotely, in accordance with the terms and conditions set out in the order.

    The specific details regarding transport, accommodation, meals and access costs must be defined before the assignment.
    They will either be reimbursed based on the actual costs incurred or on a fixed-rate basis (depending on the purchase order) upon presentation of supporting documents.
    No costs will be reimbursed without supporting documents.
    The Interpreter’s invoice, as well as the supporting documents for the reimbursement of costs must be sent to EuropaTrad within 10 days following the assignment (digital copy by email sent to EuropaTrad).

    The date, time and the terms for providing the Services are indicated in the order issued by EuropaTrad and are deemed to be essential information.
    The Service Provider undertakes to inform EuropaTrad immediately of any event likely to cause a delay in performing the Services, and shall make every effort to remedy the delay, without this precaution absolving the Service Provider of its responsibility and its undertaking to perform the services within the agreed time frame.

IV. ACCEPTANCE - COMPLIANCE

The Services must comply with the specifications indicated in the order (instructions) issued by EuropaTrad and the usual quality criteria.
The Service Provider is bound by a performance obligation with regard to the submission of the deliverables for translation, formatting (DTP), graphic adaptation, subtitling and dubbing services, and must comply with the schedule.

Services that do not meet the aforementioned requirements shall be considered as non-compliant and may be the subject of complaints from EuropaTrad to the Service Provider for a period of six (6) months following the performance of the Services.

Orders must be delivered via the EuropaTrad partner portal or to the email address: realisation@europatrad.eu

V. PRICE AND PAYMENT TERMS

The prices of the Services outlined in the order issued by EuropaTrad are firm, final and cannot be revised and are inclusive of all taxes.
If the Service Provider has signed a framework agreement with EuropaTrad, the prices indicated in the order are calculated pursuant to the provisions agreed in said framework agreement.

Invoices are issued once the Services have been completed and shall be paid 30 (thirty) days end of month by bank transfer.
Summary invoices (one per month) must state all the information required to identify the Service(s) ordered, such as the order reference number and the price.
Invoices must be sent to EuropaTrad’s invoicing address invoice@europatrad.eu. Any incomplete invoice will be returned. Invoices can also be saved and edited in the Service Provider’s personal space via the Partner Portal. In this case, you will not need to send the invoice by email.

VI. GUARANTEES

The Translation Service Provider shall guarantee EuropaTrad the quality of its language Service by carrying out verifications, such as proofreading the translation or post-editing service by comparing it to its source text, checking for errors involving numbers, proper nouns and omissions, as well as spell checking the translated document.
The Service Provider shall verify that the Services performed comply with the specifications set out in the order.
The formatting must match that of the source document.

It also guarantees the absence of mistranslations, grammar or punctuation errors that render the Services unfit for use or their intended use.

In the event of non-compliance with the aforementioned guarantees, the Service Provider undertakes, at EuropaTrad’s discretion, to perform the Service again, without any additional cost to EuropaTrad, or to reimburse the price of the Service deemed to be non-compliant.
These remedies may be cumulated and their application does not preclude any possible claims for damages and interest that EuropaTrad may be entitled to, to compensate for the loss incurred.

VII. LIABILITY

The Service Provider undertakes to assume liability for all the consequences of any direct material or immaterial damage that the Service Provider or one of its subcontractors may have caused EuropaTrad as well as any third party such as EuropaTrad clients. This also applies to damage caused to their property when performing the Service, or due to an omission, inadequacy or error by the Service Provider when performing the Service.

VII. TRANSFER OF OWNERSHIP - INTELLECTUAL PROPERTY

The transfer of ownership of the documents covered by the Services performed by the Service Provider shall take place once said documents have been delivered, and after the compliance of these documents with the specifications indicated in the order and with normal quality criteria has been checked by EuropaTrad.

The Service Provider grants EuropaTrad, along with all of the guarantees, the copyrights related to the finished Services performed, and grants exclusively to EuropaTrad, all usage, depiction, reproduction on any media, and marketing rights for these completed Services.

The rights are granted in accordance with the provisions of the French Intellectual Property Code, for the whole world, and for the term of copyright protection.

The Service Provider guarantees EuropaTrad full use of the elements submitted to the Service Provider in accordance with an order and thereby holds it harmless, in advance, against any complaint, of any nature whatsoever, issued by a third-party.

In the event the Services are recorded, the Service Provider authorises the use of its voice, throughout the world, for a period of 10 years.

IX. SUBCONTRACTING

Under no circumstances may the Service Provider subcontract the performance of the Services without the prior, written agreement of EuropaTrad.
Before performing any Service, the Service Provider shall submit its subcontractor to the prior and written approval of EuropaTrad, failing which the order may be cancelled.
In the event EuropaTrad authorises the Service Provider to subcontract all or part of the order, the Service Provider shall remain fully liable towards EuropaTrad for any consequences such as claims from EuropaTrad clients.

X. CONFIDENTIALITY

All information, whatever its nature or medium, communicated by EuropaTrad to the Service Provider, or to which the latter may have access when fulfilling an order, such as the specifications indicated in the order or the translation projects related to the performance of the Services, in addition to all sales documents or elements related to the operation of the business activity of EuropaTrad or its clients, must be considered by the Service Provider as strictly confidential (hereinafter referred to as “Confidential Information”).

Confidential information includes, but is not limited to the following:

  • all information concerning EuropaTrad or its clients such as all technical, sales, financial, administrative and organisational information related to expertise, methods, clients and/or markets,
  • all information that EuropaTrad may exchange, by any means, for the performance of the Services, or any subsequent or ancillary agreement such as files, technical specifications and/or projects.

The Service Provider personally undertakes, and for all persons for whom it is liable, such as its staff, not to disclose to any third party the Confidential Information that it may receive or collect when performing the

Services, for the entire duration of performance of the Services and for 10 (ten) years following their expiry.

The use of online and offline machine translation services, software programs, platforms or applications that do not guarantee the confidentiality of data and the destruction of data, is strictly prohibited, with the exception of services provided by EuropaTrad and unless expressly authorised by EuropaTrad.

The Confidential Information is and shall remain the exclusive property of EuropaTrad and/or its clients.
The Service Provider shall refrain from retaining a copy or communicating the Confidential Information to third parties without the prior express consent of EuropaTrad and is required to take all necessary measures to protect access to this information so that third parties do not have access to the Confidential Information, as if it were confidential information belonging to its own company.

Once the relation comes to an end, for any reason whatsoever, the Service Provider must return, at EuropaTrad’s first request, any document, supply, sales listing, work, IT files and material belonging to EuropaTrad or its clients containing Confidential Information.

Furthermore, it must not retain a copy of the Confidential Information of which it was made aware under these T&Cs, or communicate it to a third party, by any means whatsoever (paper, electronic, etc.) without the prior express consent of EuropaTrad.

Any breach by the Service Provider of this confidentiality obligation will be severely detrimental to EuropaTrad.
The Service Provider shall be liable, ipso jure, towards EuropaTrad and its clients for any breach of this confidentiality undertaking and undertakes to compensate them for any consequences of such a breach.

The secrecy and confidentiality obligation is an essential obligation of these T&Cs.
Any breach thereof shall result in the termination of this Contract due to serious misconduct.

Furthermore, any breach of the secrecy and confidentiality obligation shall result in the Contract Holder, automatically and without formality, paying a fixed, non-definitive penalty of EUR 10,000.

These sanctions may be cumulated and their application does not preclude any possible claims for damages and interest that EuropaTrad may be entitled to, to compensate for the loss incurred.

It is recalled that intentionally disclosing confidential information by a person who is the professional depository is punishable by criminal prosecutions, in accordance with Article 226-13 of the French Penal Code.

XI. NON-COMPETITION

The Service Provider shall formally refrain, for the entire duration of performance of each order and for one (1) year following the end of performance of the Services subject to each order, for any reason whatsoever, from carrying out translation and/or interpreting Services, as a principle or secondary activity, directly or indirectly with clients of EuropaTrad.

XII. NON-SOLICITATION CLAUSE

The Service Provider shall expressly refrain from soliciting, with a view to hiring, or from directly or indirectly hiring any member of EuropaTrad’s staff.
This restriction applies for the entire duration of commercial relations between the parties and for 6 (six) months following their expiry, for any reason whatsoever.
Any breach of this obligation shall result in the Service Provider paying EuropaTrad immediately, a sum equal to 12 (twelve) times the latest gross monthly salary of the employee in question.

XIII. FORCE MAJEURE

In the event the Service Provider invokes force majeure to justify the non-performance or late performance of a Service, the latter undertakes to inform EuropaTrad, by registered letter with acknowledgement of receipt or email with read receipt, as soon as the force majeure event and the impediment to its obligations have been identified.
This clause does not, under any circumstances, prevent EuropaTrad from exercising its rights and obligations as well as requesting compensation for the losses incurred, whatever they may be.

XIV. INSURANCE

The Service Provider is strongly encouraged to take out and maintain, for the entire term of the agreement, a professional civil liability insurance policy or the insurance policies required to cover the risks and liabilities incurred under the agreement.
In the event the service is defective, and if no insurance policy has been taken out, the Service Provider shall bear all the financial costs of this breach.

The insured Service Provider undertakes to provide EuropaTrad, at its first written request, with a copy of its insurance policies and/or a certificate issued by its insurers and to obtain, at its own expense, any supplementary insurance cover that EuropaTrad may deem reasonably necessary given the risks related to the performance of the Services.

XV. CANCELLATION OF THE ORDER

EuropaTrad may cancel the order without prejudice to exercising its other rights, and without incurring any liability towards the Service Provider in the event that:

  • the Service Provider breaches any one of its obligations and does not remedy this breach within 30 (thirty) days following the sending of a registered letter with acknowledgement of receipt by EuropaTrad providing notification of the relevant breach;
  • a EuropaTrad client itself cancels an order placed with EuropaTrad, that involves all or part of the Service ordered from the Service Provider.
    In this case, EuropaTrad shall compensate the Service Provider, provided the latter has complied with its contractual obligations, for all costs legitimately incurred in performing the Services up until the order is cancelled.
    The Service Provider undertakes to take all measures required to minimise its losses and must justify this in an appropriate manner.
    In any case, the compensation shall not exceed the amount of the Service covered by the order placed by EuropaTrad with the Service Provider.

In the event that an interpreting assignment is cancelled, EuropaTrad undertakes to compensate the interpreters in accordance with the conditions set out below:

  • 25% of the price indicated in the quote if the interpreting Service is cancelled between 2 months and 2 weeks before the planned date of the interpreting Service.
  • 50% of the price indicated in the quote if the interpreting Service is cancelled between 2 weeks and 48 (forty-eight) hours before the planned date of the interpreting Service.
  • 100% of the price indicated in the quote if the interpreting Service is cancelled less than 48 (forty-eight) hours before the planned date of the interpreting Service.

Both parties, reciprocally, may also cancel the order if a force majeure event takes place in such a way as to delay the performance of the Services by more than 30 (thirty) days after the date indicated on the order.

XVI. FIGHT AGAINST UNDECLARED WORK

Within the framework of the fight against undeclared work, pursuant to Articles L.8222-1 et seq. and L.8254-1 et seq. of the French Labour Code, the Service Provider who is based in France for tax purposes, is subject to the obligations set out below.

The Service Provider shall provide EuropaTrad, each time an order is placed and every 6 months, if the business relationship between EuropaTrad and the Service Provider remains in place, pursuant to Article D.8222-5 of the French Labour Code:

  • a certificate issued by URSSAF less than six months ago demonstrating compliance with social security declaration obligations and payment of social security contributions and premiums.
    This certificate must also state the number of employees and the basis of the remuneration declared on the latest summary statement of contributions (BRC),
  • a sworn statement that all tax declarations have been submitted to the tax authority,
  • and either the receipt for the declaration submission with the business registration centre if the Service Provider does not have to register on the Trade and Companies Register or the Directory of Trades, or conversely, either an extract of the registration on the Trade and Companies Register (K or K bis), or an identification card justifying registration on the Directory of Trades.

In the event that the Service Provider employs staff, it must provide EuropaTrad with a sworn certificate of employment of staff in compliance with labour legislation, and in particular, Articles L.1221-10, L.3243-2 and R 3243-1 of the French Labour Code.

Furthermore, if there are any foreign employees, the Service Provider must provide EuropaTrad, when an order is placed or every 6 months, in accordance with Article D.8254-2 of the French Labour Code, a list naming the foreign members of staff that it employs and who are subject to work permits, pursuant to Article L.5221-2 of the French Labour Code.
This list must mention, for each employee in question, the date they were hired, their nationality, and the type and number of their work permit.

XVII. INTUITU PERSONAE

The Service Provider may not assign or transfer an order placed by EuropaTrad, by any means whatsoever, for any reason and in any form whatsoever, including in the event of a change of control of the Service Provider, without the written consent of EuropaTrad.

XVIII. DISPUTES - APPLICABLE LAW

These T&Cs are governed by French Law.
In the event these T&Cs are translated into another language, only the French version shall prevail.

Any dispute arising from these T&Cs, including as a result of their application, interpretation, execution or payment of costs shall be submitted to the jurisdiction of the Commercial Court of Lyon, regardless of the terms and conditions of purchase and payment method accepted, even in the event of the introduction of third parties or multiple defendants.