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 via 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 twelve (12) hours after the order has been sent by EuropaTrad to the Service Provider. After 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 with regard to the purpose, specifications, quantity or deadline for the Services, shall only be binding on the parties if they both expressly agree to such modifications in writing.

2.3. Any order may be cancelled by EuropaTrad at any time and by any means, including by email, before receipt of the order acknowledgement of receipt from the Service Provider, without the latter being able to claim any compensation or damages 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.

By accepting an order from EuropaTrad, Service Provider the undertakes to:

  • respect the order performance deadlines 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 the Service Provider.

In the event the Service Provider is late in performing the Services, the Service Provider shall be fully liable for all direct or indirect damage incurred by EuropaTrad due to this delay, including damage incurred by EuropaTrad’s clients. Furthermore, EuropaTrad reserves the right to apply late penalties equal to 15% of the order amount per day of delay, to cancel said order or to require the Service Provider to pay compensation for losses 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 AI or machine translation engines, 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 AI/machine translation engines selected and used by EuropaTrad. The use of other AI/machine translation engines, directly or indirectly through CAT software extensions, is prohibited, unless expressly agreed in writing by 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 via a secure named access. The Service Provider agrees to use the method selected by EuropaTrad, to the exclusion of 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.

By accepting an order from EuropaTrad, Service Provider the undertakes to:

  • respect the order performance deadlines 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 the Service Provider.
  • 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, the Service Provider shall be fully liable for all direct or indirect damage incurred by EuropaTrad due to this delay, including damage incurred by EuropaTrad’s clients. Furthermore, EuropaTrad reserves the right to apply late penalties equal to 15% of the order amount per day of delay, to cancel said order or to require the Service Provider to pay compensation for losses 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 the 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 prior to the commencement of the assignment. Such costs shall be reimbursed either on the basis of 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 ten (10) days following completion of the assignment (digital copy by email sent to EuropaTrad).

    The date, time and terms for providing the Services are indicated in the order issued by EuropaTrad and are deemed to be binding. 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 such delay, without this precaution absolving the Service Provider of their responsibility and undertaking to perform the Services within the agreed timeframe.

IV. ACCEPTANCE – COMPLIANCE

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

Services that do not meet the aforementioned requirements shall be considered as non-compliant, for which EuropaTrad may submit a complaint to the Service Provider during a period of six (6) months following completion 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, non-revisable and 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 within thirty (30) 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 the EuropaTrad invoicing address at: facture@europatrad.eu. Any incomplete invoice will be returned. Invoices can also be saved and edited in the Service Provider’s personal account 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 their language Service by carrying out checks, such as proofreading the translation or post-edited text with reference to the 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 of the target document must match that of the source document.

The Service Provider shall also guarantee the absence of mistranslations, grammatical errors and punctuation errors that render the Services unfit for use or for their intended purpose.

In the event of non-compliance with the aforementioned guarantees, the Service Provider undertakes, at EuropaTrad’s discretion, to perform the Service again, at no additional cost to EuropaTrad, or to reimburse the price of the Service deemed to be non-compliant. Said remedies may be combined and their application shall be without prejudice to any claims for damages that EuropaTrad may be entitled to raise in order to obtain compensation for losses 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 any of its subcontractors may have caused to EuropaTrad and/or to any third party, such as a EuropaTrad client. This also applies to damage caused to property when performing the Service and damage due to omissions, inadequacies or errors on the part of the Service Provider in 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 EuropaTrad has checked the compliance of these documents with the specifications indicated in the order and with customary quality criteria.

The Service Provider hereby assigns to EuropaTrad, together with all associated warranties, all economic rights in and to the results of the Services performed. The Service Provider further grants and assigns exclusively to EuropaTrad all rights to exploit, use, reproduce, publish, distribute, commercialise and otherwise make use of such results, in any form and on any medium.

The aforementioned rights are assigned in accordance with the provisions of the French Intellectual Property Code, for the whole world and throughout the duration 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 agrees in advance to hold EuropaTrad harmless 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 their voice, throughout the world, for a period of ten (10) years.

IX. SUBCONTRACTING

Under no circumstances may the Service Provider subcontract the performance of the Services without EuropaTrad’s prior written agreement. Before any Service is performed, the Service Provider shall obtain EuropaTrad’s prior written approval of its subcontractor, 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 to EuropaTrad for all consequences, including complaints filed by 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 commercial 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 and/or its clients, such as all technical, commercial, financial, administrative and organisational information related to expertise, methods, clients and/or markets,
  • all information that EuropaTrad may communicate, by any means, for the purposes of the performance of the Services or any subsequent or ancillary agreement, such as files, technical specifications and/or projects.

The Service Provider undertakes personally and on behalf of all persons for whom it is liable, such as its staff, not to disclose to any third party any Confidential Information it receives or collects when performing the

Services, during the performance of the Services and for a period of ten (10) years following their completion.

The use of online and offline AI or machine translation services, software programs, platforms or applications that do not guarantee the confidentiality and destruction of data is strictly prohibited, with the exception of such services etc. provided by EuropaTrad or 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 of or communicating Confidential Information to third parties without EuropaTrad’s prior express consent. The Service Provider shall take all necessary measures to prevent third parties from accessing such information, as if it were confidential information belonging to its own company.

Upon termination of the business relationship for any reason whatsoever, the Service Provider shall at EuropaTrad’s request return all documents, supplies, sales listings, works, computer files and materials belonging to EuropaTrad or its clients and containing Confidential Information.

Furthermore, the Service Provider shall not retain any copies of Confidential Information obtained in relation to these T&Cs and shall refrain from communicating it to a third party, by any means whatsoever (paper, electronic, etc.), without EuropaTrad’s prior express consent.

Any breach by the Service Provider of this confidentiality obligation will be severely detrimental to EuropaTrad. The Service Provider shall be liable, ipso jure, to EuropaTrad and its clients for any breach of this confidentiality undertaking and undertakes to compensate them for any consequences of such 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 the exercise of its other rights and without incurring any liability to the Service Provider, in the event that:

  • the Service Provider breaches any of its obligations and fails to remedy said breach within thirty (30) days after EuropaTrad has sent a registered letter with acknowledgement of receipt notifying the Service Provider of the breach;
  • a EuropaTrad client cancels an order placed with EuropaTrad involving all or part of the Service ordered from the Service Provider. In the latter case, provided the Service Provider has complied with their contractual obligations, EuropaTrad shall compensate the Service Provider 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 fee for 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 two (2) months and two (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 two (2) weeks and forty-eight (48) 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 forty-eight (48) hours before the planned date of the interpreting Service.

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

XVI. ILLEGAL EMPLOYMENT

For the purposes of the prevention of illegal employment, pursuant to Articles L.8222-1 et seq. and L.8254-1 et seq. of the French Labour Code, Service Providers based in France for tax purposes are subject to the obligations set out below.

In application of Article D.8222-5 of the French Labour Code, each time an order is placed, and every six (6) months if the business relationship between EuropaTrad and the Service Provider remains in place, the Service Provider shall provide EuropaTrad with:

  • a certificate issued by URSSAF less than six (6) months ago demonstrating compliance with social security declaration obligations and payment of social security contributions and charges. This certificate must also state the number of employees and the remuneration base reported on the latest summary statement of contributions (BRC),
  • a sworn statement that all tax returns have been submitted to the tax authority,
  • and, either, the receipt for submission of the declaration with the business registration centre (centre de formalités des entreprises) if the Service Provider is not required to register on the Trade and Companies Register (registre du commerce et des sociétés) or the Directory of Trades (répertoire des métiers), or, otherwise, either a certificate of registration on the Trade and Companies Register (“K” or “K bis”) or an identification card proving registration on the Directory of Trades.

In the event that the Service Provider employs staff, it must provide EuropaTrad with a sworn statement of employment of personnel in compliance with labour legislation, 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 six (6) months, in application of 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 under Article L.5221-2 of the French Labour Code. This list must mention, for each employee in question, the date of hiring, their nationality and the type and number of their work permit.

XVII. INTUITU PERSONAE

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

XVIII. DISPUTES – GOVERNING LAW

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

Any dispute arising from these T&Cs, including as a result of their application, interpretation, execution or payment of fees, shall be submitted to the jurisdiction of the Commercial Court of Lyon (tribunal de commerce de Lyon), regardless of the terms and conditions of purchase applicable and the payment method accepted, including in the event of the third-party proceedings or multiple defendants.