GENERAL PARTNERSHIP TERMS AND CONDITIONS

PREAMBLE

These general partnership terms and conditions apply to any translator who accepts a purchase order from RIGHT INK SPRL, with registered offices at Rue des Archers 4, 7000 Mons (Belgium), RPM Mons, company number 0881.299.735, VAT BE0881.299.735.

By accepting the purchase order, the translator confirms that he/she is aware of these general terms and conditions, and accepts them without any reservations. The purchase order and these general terms and conditions form a whole and constitute the contract between the parties (hereinafter referred to as “the contract”).

RIGHT INK is a translation agency whose purpose is to help its clients (hereinafter referred to as “the clients”) to communicate in all the world’s languages and improve their international and intercultural communication by making their translation process easier.

The translator is an experienced translator who confirms that he/she is skilled:

In the language(s): %(languages)s
And in the subject areas: %(specializations)s

RIGHT INK is interested in entering into a framework partnership agreement with the translator for the languages and subject areas specified above with a view to carrying out translations for RIGHT INK’s clients

THE FOLLOWING HAS THEREFORE BEEN AGREED:

Article 1: Subject of the contract

This contract is intended to define the general terms and conditions governing the services accepted by the translator and the general obligations of both parties. This contract applies to the linguistic services defined in the table below.

Service	Description
Translation & proofreading	Carried out by 1 mother-tongue professional translator specialising in the subject matter in question Translation Translation involves establishing equivalence between the source text and language and the target text and language. In other words, making sure that the two texts mean the same thing whilst taking into consideration a number of restrictions such as context, grammar, syntax, terminology and style, to make sure it can be understood by people with no knowledge of the source language and who do not have the same cultural background and baggage. It is essential that the translation is not literal, in other words translated word for word or phrase by phrase. The end result of the translation carried out by the translator must be a coherent text, with the stylistic, terminological, grammatical and cultural uses of the target language, appropriate for the subject of the text. In terms of creating a glossary, translation memory and/or other terminological reference documents approved by the client, the translator will familiarise him/herself with, consult and use this information when doing the translation. Proofreading Proofreading involves checking the spelling and correcting typing errors (typos) and the grammar of the translated text. Proofreading also involves comparing the translation with the original text (the source text) to make sure that the meaning, style, syntax and layout (structure) match the original perfectly, as well as ensuring that the translation incorporates all of the text that was supposed to be translated as agreed. The author of the translation proofreads the translation and uses a spelling and grammar check programme to check the text.
Sworn translation	Carried out by 1 professional mother-tongue translator specialising in legal translations. Translations provided by Right Ink’s clients can be sworn and certified. Sworn translation: This is a translation provided by a professional translator specialising in legal translations who is registered with a court. This sworn translator will add his/her signature and stamp to each page of the translated document and certify that the translation matches the original text. Only some countries have “sworn” translators. For other countries, the translator can provide a certified translation. Certified translation: This is a translation provided by a professional translator specialising in legal translations. The translator simply certifies that the translated text matches the original text in an accompanying document.
Linguistic revision	Carried out by 1 professional mother-tongue translator specialising in the relevant subject. Linguistic revision is carried out by translator who cannot be the same one who did the original translation. As well as the spelling and grammar checks done by the original translator, linguistic revision involves comparing the translation with the original source text to make sure that the meaning, style, syntax and layout (structure) match the original perfectly, as well as ensuring that the translation incorporates all of the text that was supposed to be translated as agreed. When a glossary and/or translation memory or any other terminological reference material approved by the client has been provided, linguistic revision will also include confirmation that these have been respected.
Glossary: creation	Carried out by 1 professional mother-tongue translator specialising in the relevant subject. Creating a glossary involves: Carefully going through all the original approved (source) documents to extract the key words, expressions and abbreviations specific to a department, a set of departments or the whole company. This list is then submitted to the client so that entries can be corrected, removed, added or adjusted. Once this list has been approved, the translator then either has to find the corresponding translations in the existing, approved translations, or translate the entries in the source list if there are no existing approved translations. The multilingual terminology database is then submitted to the client for final approval. The glossary is used for every translation project.
Glossary: updates	Carried out by 1 professional mother-tongue translator specialising in the relevant subject. During the translation stage, the translator identifies and highlights the specific words and expressions that do not appear in the glossary for which they have had to carry out specific research or which they feel it would be useful to add. The translated files are then submitted for approval of the highlighted words and expressions from the client.
Transcription	Carried out by 1 professional mother-tongue translator specialising in the relevant subject. Transcription involves writing down the oral content of a video or soundtrack.
Checking layout before publication	Carried out by 1 professional mother-tongue translator specialising in the relevant subject. The layout is checked after “translation and proofreading”, “linguistic revision” and “desktop publishing” and before publication. This service involves checking: hyphenation, consistency of the fonts (size, type and style), numbering, the position of the content and the inclusion of all the translated content.

RIGHT INK may assign the linguistic services defined in the table above to the translator in any existing physical, electronic or virtual format, in the language(s) and subject area(s) defined in the preamble.

Every translation job will be defined in a purchase order sent by email.

Every translation job assigned to the translator will be covered by this contract, even if not referred to explicitly.

The contract does not constitute a commitment to assign linguistic services to the translator, but does define the framework that will govern the relationship between the parties.

The purpose of this contract is to establish a long-term relationship with the translator. The parties will therefore always act in good faith and the translator will only accept work that he/she feels fits in with his/her professional expertise.

Article 2. Nature of the contract

This contract is a service contract between two independent businesses.

The translator is therefore completely independent from RIGHT INK, and not its employee. There is no hierarchical relationship between the translator and RIGHT INK.

Article 3. Translation projects

3.1. The translator should never start a translation project without a clear purchase order sent by RIGHT INK.

The purchase order will be numbered and will define the terms of the partnership and the details of each project. The reference number will be unique and must be used in all communication between the parties.

. The purchase order will include:

Reference to the material to be translated
The deadlines
The price fixed for the translation
Any information deemed useful by RIGHT INK

3.3. If the translator feels that he/she is not able to complete the project, he/she must inform RIGHT INK immediately, by return, so that the latter can find another translator.

3.4. The translator must return the translated text within the agreed deadlines. A spellcheck must have been carried out on the text, in the target language, and the text must have been proofread.

3.5. The translation will respect all quality standards stipulated by RIGHT INK and communicated to the translator, and in particular, the European quality standard BS EN 15038 (http://www.normedequalite.nf.en-15038.com)

3.6. The file returned to RIGHT INK by the translator must keep the name of the source file, plus the ISO code for the target language (e.g.: source file: Right-Ink_FR.doc; target file: Right-Ink_EN.doc for a translation from French into English).

3.7. For projects carried out using SDL TRADOS, the translator must return the updated translation memory as a .TXT file, along with the clean and unclean files, but only as .doc or .rtf files. Under no circumstances will .bak files be accepted.

3.8. The translator will keep a back-up copy of all work done for RIGHT INK and will keep it for five years.

Article 4. Rejection / revision / reworking of the Translation

4.1. If, while the translation is underway or after the project has been completed, RIGHT INK asks the translator to rework the text for reasons unrelated to the quality of the translation (including, in particular, at the client’s request) and these changes were not detailed in the purchase order, the translator will be entitled to additional payment. This payment will be calculated on the basis of the number of extra words.

4.2. If RIGHT INK rejects the completed translation for quality reasons, the project will automatically be terminated. In this situation, the translator cannot demand payment and RIGHT INK cannot use the translation in any way, as this translation (and not the original text) remains the property of the translator.

4.3. The translator must pay all damages that the client might claim from RIGHT INK for mistakes made by the translator. The latter will assume all liability for his/her services.

4.4. If RIGHT INK cancels the order or rejects the project for reasons unrelated to the translator, RIGHT INK will pay the translator at the agreed unit price for the work carried out up until the order was cancelled.

Article 5. The translator’s obligations

The translator undertakes to:

respect the procedure and requirements described in article 3
include the purchase order number in all communication with RIGHT INK and in his/her invoices
respect the deadlines agreed or detailed in the purchase order>/li>
inform RIGHT INK immediately of any inaccuracies, ambiguities or illegible text in the material provided
send his/her invoices and any questions about invoicing exclusively to accountancy@right-ink.com.
fulfil all legal requirements, particularly in terms of tax and social security contributions associated with his/her status in the country in which he/she works, releasing RIGHT INK from any responsibility in these matters
inform RIGHT INK immediately, providing good reasons, of any obligation imposed on the latter in the translator’s country related to his/her translation work.
The translator will carry out all the work defined in article 1 of this contract to the best of his/her professional ability. With this in mind, he/she will make sure he/she uses the best team to complete the work entrusted by Right Ink and respect the best practices defined in the BS EN 15038 European standard.

If the translator fails to respect any of the obligations defined in this article, RIGHT INK may be entitled to withhold payment for the project in question.

Article 6. RIGHT INK’s obligations

RIGHT INK undertakes to:

pay any amount owed to the translator within 60 days of the end of the month after receipt of the latter’s invoice, as long as it respects the provisions of this contract
keep the translator informed of any event that might affect the project in question of which RIGHT INK is aware.

Article 7. Intellectual property

7.1. Original texts

The translator is aware of the fact that in general RIGHT INK has no intellectual property rights to the texts, documents and material sent to the translator that comes from RIGHT INK’s clients. These texts, documents and material are and will remain the property of third parties, generally clients of RIGHT INK.

Whether or not RIGHT INK is the owner of the material sent for translation, the translator is strictly prohibited from using this material for purposes other than translation. He/she cannot use this material for personal reasons or allow third parties to see or use it.

RIGHT INK has received every assurance of the client’s rights to the documents sent for translation. RIGHT INK therefore indemnifies its translators against any third party claim relating to the possession of these documents by the translator for the sole purposes of translation.

7.2. Translated texts

The Translator transfers all intellectual reproduction and performance rights relating to the translation to RIGHT INK. If applicable, the audio-visual adaptation rights will be transferred in accordance with the law in a separate contract.

This transfer of rights is exclusive and is valid for the duration of the term of literary copyright (and subsequent renewals) according to Belgian, European and foreign legal provisions, as well as current and future international agreements.
The rights transferred may be exercised in the translation language and in any country, in any format and using any existing or future process.
The Translator guarantees RIGHT INK the full and free enjoyment of the rights transferred, indemnifying the latter against any confusion, claims or suspensions.

RIGHT INK may transfer the rights described in this article to its clients.

7.3. Scope of the transfer

The Translator transfers the following rights to RIGHT INK and to RIGHT INK’s clients (the owners of the original untranslated documents:

7.3.1. Reproduction and adaptation rights:

the right to reproduce all or part of the translation in any existing or future formats, including books in any format.
the right to adapt all or part of the translation in a modified, abridged or extended form, and to reproduce these adaptations in any existing or future formats.
the right to reproduce all or part of the translation in any existing or future recording format, including sound files (audio book), digital, magnetic, optical and electronic formats, such as discs, magnetic tapes, floppy discs, memory cards, slides, microfilms and CD-ROMs, DVD-ROMs, digital books, and in general, any electronic or similar formats. This right includes any process involving storage, transmission, downloading and uploading.
the right to adapt all or part of the translation for all non-graphical and non-audio-visual uses, including in particular, for theatrical, sound, musical, visual, radio and electronic uses, and to reproduce these adaptations on any existing or future recording format, either in isolation or in any other work.
the right to adapt the work in the form of multimedia work or integrate it in a multimedia work.
the right to authorise the private or public copying of all or part of the translation, its adaptations and translations, and to receive the corresponding remuneration in return.
the right to loan or rent out the translation.

7.3.2. Performance and public communication rights:

The right to perform all or part of the translation and its adaptations, apart from audio-visual adaptations, using any existing or future process, including in particular public reading, public presentation and television broadcasting via any methods and telecommunication channels.
The right to communicate all or part of the work or its adaptations to the public, via any existing or future process, whether wired or wireless, and on all broadcasting networks including words, sounds, texts and images.

Article 8. Confidentiality

A. Confidential information – Definition

8.1. The words “confidential information” used in this contract encompass all information exchanged between the parties, or of which one party becomes aware about the other party or about the clients within the context of this contract,

whether it is: verbal, written, printed, visual or stored electronically
whether it is in a technical, financial, commercial, organisational or any other field
whatever its nature: text, image, design, sketch, technique, product, technology, scientific formula, R&D concept, studies, samples etc. (this list is not exhaustive).

8.2. Confidential information also includes any summary, extract and/or information derived from the original confidential information. The same goes for any confidential information belonging to a third party in one party’s possession, control or care that has specifically been described as confidential.

8.3. Any confidential information provided to one of the parties or its representatives by any director, employee, shareholder, subsidiary, advisor, agent or representative of the other party will be deemed to have been provided for the purposes of this agreement.

8.4. Confidential information also refers to information relating to the materials, equipment, organisation, arrangements, operating procedures, working methods or any other element belonging to one party, of which the other party becomes aware during a visit to the premises of the company concerned. The information described in this paragraph is confidential, whether or not it relates to the subject of the collaboration between the parties.

8.5. For the purposes of this contract, “confidential information” does not refer to any information that:

came into the public domain before it was disclosed, or after it was disclosed, but without the party who received the information being at fault, or
was received by a third party legally without any restrictions, and where this agreement has not been breached, or
has been published, without this publication constituting a breach of this agreement, or
is used or disclosed after written authorisation from the party from which the information comes, or
is already in the possession of the party who receives the information, in which case the latter must provide the other party with written proof within two working days following communication of the confidential information.
has been developed independently by the party who receives the information, where the latter has not used confidential information provided by the other party.

Insofar as the translator is RIGHT INK’s supplier, or potential supplier, the identity of RIGHT INK’s clients or prospective clients with whom RIGHT INK anticipates working, is deemed to be strictly confidential. Unless specifically authorised in writing by RIGHT INK, the translator can never refer to or use (or produce on his/her website) the work carried out, at RIGHT INK’s request, on behalf of one of the latter’s clients.

B. The parties’ obligations

Each party agrees to treat confidential information as strictly confidential and as the property of the other party. Each party undertakes not to use this information for personal use or for the benefit of third parties, for purposes other than the contracts to be fulfilled and the projects to carry out for the other party. Each party will only communicate the confidential information to its managers, employees and subcontractors, and only if necessary for these people to fulfil the party’s commitments to the other party.

No confidential information will be communicated by one party to third parties without the prior written authorisation of the other party.

Confidential information on tangible media will not be duplicated by one party for purposes other than the provision of services for the other party.

Each party will return to the other party any media containing confidential information promptly on request from the owner, after the contract is terminated. This request must be issued in writing by the party who would like this information back within thirty days of the end of the contract.

C. Duration

Without prejudice to intellectual property regulations (copyright, patents etc.), the confidential information will remain confidential for five years from the date on which it was communicated. This period will come to an end at the earliest three years after the end of any contractual relationship between the parties.

D. Exceptions to the commitment to confidentiality

Each party can only disclose the other party’s confidential information if and as long as it is required by a legal or other authority, with legal powers of injunction in the country where this party is based. In this case, and if possible, it will inform the party concerned as quickly as possible to allow the latter to exert its means of defence.

Article 9. Non-competition clause

For the duration of this contract and for two years after the end of any project carried out for RIGHT INK, the translator undertakes not to make contact with or offer services to a client of RIGHT INK with whom he/she comes into contact during the projects entrusted to him/her.

Article 10. Sanctions

The translator’s attention is drawn to the sensitive and fundamental nature of the provisions of articles 7.1, 8 and 9 of this contract, given the importance of the total confidentiality of certain documents that need to be translated.
For these reasons, it is specifically agreed that any breach by the translator of a provision stipulated in articles 7.1, 8 or 9 of this contract will be sanctioned by the fixed damages of twenty-five thousand Euros, to be paid to RIGHT INK, without prejudice to RIGHT INK’s rights to claim the actual amount of damages against it, if that is higher.

Article 11. Duration – termination

This contract is valid indefinitely.

Either party can terminate the contract by giving the other party 15 days’ notice.

Notwithstanding the end of the notice period, the translator will complete the projects entrusted to him/her, unless RIGHT INK decides to end the collaboration at the end of the notice period. In this case, only the services actually provided by the translator will be paid for.

Either party can also terminate the contract, without notice or compensation:

If the other party fails to respect any of the obligations defined in this contract
If the other party goes bankrupt, enters receivership or liquidation, or if anything happens that might imply that it is no longer able to fulfil its obligations, at short notice.

Article 12. Communication

The parties agree to communicate with each other mainly be email.

Apart from questions relating to accounts or invoices, which will be sent by the translator to accountancy@right-ink.com, all communication related to translation will be sent exclusively to:

(for RIGHT INK) to the project manager named in the purchase order details
(for the translator) to the chosen translator whose full details will have been provided in advance.

Article 13. Applicable law – Jurisdiction

This contract is subject to Belgian law.

If there is a dispute relating to its interpretation or fulfilment, the parties will try to come to an amicable solution.

If they do not manage to do this, any dispute will be referred to the exclusive jurisdiction of Mons (Belgium).