We are very happy to see you have decided to become a member of the Pangeanic team of translators. We sincerely hope we will be partners for many years to come.
The Supplier Contract and our Non-Disclosure Agreement are written agreements to minimize disagreements about each party’s rights and responsibilities. By filling the registration form and clicking on the agreement box, you agree to the terms and conditions stated in the Supplier Contract that will rule our working relationship. Our work often involves following strict instructions and procedures. A full registration means a keen translator willing to work for Pangeanic.
You can download the Supplier contract from here. Below follows a text copy of the Supplier Contract and Non Disclosure Agreement.
All translation companies have Standard Terms of Engagement or Supplier Contracts with their providers. We follow standard procedures according to EN15038 and ISO9001 so all our dealings with our language specialist suppliers have to recorded in order to offer full traceability.
This is also a protection and guarantee to you, our vendor. Written agreements document all the specific details, such as what you want, what you’ll get, terms and conditions, financial details, expected levels of quality and service and professional behavior between us.
Just like any other supplier contract or agreement you may already have in place, Pangeanic’s Supplier contract and Non-Disclosure Agreement cover such issues as:
- supply conditions, including volume, price, discounts, ordering periods and delivery times
- payment terms
- specifications of goods or services supplied
- warranty periods for defective goods or services
- limited liability
- dispute resolution
- termination and exclusion clauses.
Pangeanic, hereinafter referred to as The Company
And: the linguist / translator, hereinafter referred to as the Supplier
Both parties agree that the Supplier will perform translation services in the language combination the translator is qualified to undertake, and related linguistic services for The Company.
The Supplier is aware that this framework agreement shall not, on its own, neither substantiate any special treatment by The Company nor shall be deemed to represent a promise of future business.
The Supplier will deliver first quality translation work and apply all quality procedures as stated by The Company, applying specific guidelines (spell-checking, proof-reading, using consistent terminology, using specific client terminology…) as laid out in each job and return the checklist form provided with each job. The Checklist form will be signed or initialled and delivered with the translated documents, whenever requested. All rights to the files and data, which are produced by the Supplier under the agreement, including intermediate files and data, shall pass to The Company’s client upon payment.
The Supplier will implement customer corrections cost-free, provided they are clear translation mistakes and not preferential changes.
The Supplier commits to deliver on the requested date. Before accepting a job, they will evaluate if they can meet the deadline and then assure timely delivery by any means. The Company shall be entitled to cancel an order free of charge if the Supplier is not able to deliver by the due date. Any payments already made for the item in question shall be reimbursed immediately.
The Supplier agrees to be a suitably qualified translator to undertake the job and to be available for the duration of the project. In case the Supplier is working as a team, prior notice will be given to The Company’s job manager. The Supplier will ensure the same translator (or team) is used for future updates, whenever possible.
The Supplier commits to do their best efforts to communicate and exchange project related experiences within their team and with The Company.
The Supplier commits to do their best efforts to accept technical improvements (e.g. translation tools) and participate in training sessions if required. The Supplier must notify us immediately by fax, e-mail or telephone call if he/she cannot meet this deadline. When the translation is to be sent to our desktop publishing operators, you must ensure to be sufficiently qualified to work in a competent manner in the package specified by the job manager.
The rate based on the source text word-count is as agreed. Any text re-sent by our desktop publishing department or by any of our language departments for subsequent checking by the translator where The Company believes there is an inconsistency, error or omission will be free of charge. In this respect, any work which has not spelt-checked or lacks the quality control procedures as stated in our Checklist will be returned for re-work. Where repetitive lack of compliance to our typing and translation rules or other quality rules leads to inadmissible time-wasting, the company keeps the right to deduct a reasonable percentage of the Supplier’s invoice.
The Company may provide assistance for the Supplier to complete the requested translation work on time. In some cases, The Company may help with project-related tools and training.
Remuneration for services under the terms of this framework agreement will be agreed in individual agreements. The Company’s standard payment terms are as stated in the GENERAL TERMS OF PAYMENT document and are standard in the industry (45 days following end of invoice month). From 1st August 2015, all invoices will be processed using Pangeanic’s Vendor portal https://pangeanic-online.com:8443/vendors/. Email invoices will not be accepted. Through our vendor portal, translators can check the status of their account, past and pending invoices, current jobs, etc.
Any error may result in delays. Do not forget to include your tax code if you live in the EU, or registration number, ID, etc if you are located outside the EU. Our Vat Number: CIF B97017461 for Spain ESB97017461 for all other countries.
4. Order Processing
Purchase Orders, indicating quantities, delivery dates and references to be used, shall be placed by e-mail, fax or post to the Supplier.
The Company shall be entitled to cancel an order at any time up to delivery. Part of works and services already completed and delivered at the time of cancellation shall be remunerated pro rata.
5. Non-competition and Non-Solicitation
Both parties agree that for a period of 24 months following the last project of a specific Company client, neither the Supplier as an individual or as a company, nor their members and contractors as individuals, will work directly for this specific Company’s client without The Company’s prior written consent. Any such action may involve legal action.
6. Confidentiality and non-disclosure agreement (NDA)
The Supplier agrees that all documents and information obtained from Company’s client and all company- client-, and project-related information shall be treated with strict confidentiality and that any such information will not be disclosed nor made available to any third party without a prior written consent from The Company. This obligation also covers all documents or information created in fulfilment of any orders under the Agreement. This obligation shall continue subsequent to termination of this framework agreement.
The Supplier agrees with the standard Confidentiality and Non-Disclosure Agreement below and any that The Company’s Client may specifically suggest upon request.
The Supplier shall take efficient measures to avoid any loss of data due to hardware failure or other events of any climatic, mechanic, electric or human origin, and protect their computers with state of the art anti-virus software.
7. Transfer of the obligations
The Supplier shall take all necessary measures in order to have all the terms and conditions of the present agreement enforced and opposable towards the employees, independent contractors, subcontractors, and consultants who are carrying out translation services for the benefit of Company.
8. Term and termination
This agreement shall be effective upon signature by both parties and shall remain in force for an indefinite period of time. Either party giving three months written notice to the other may terminate it at any time.
Termination of this agreement, for whatever reason, shall not affect the validity of individual orders placed before termination.
9. Individual agreements
Any provision of this agreement, including price list, can be amended by individual agreements made in writing.
10. Applicable law
This agreement is subject to Spanish Law. The place of jurisdiction is the Courts of the City of Valencia.
Confidentiality / Non-disclosure Agreement
This Confidentiality / Non-disclosure Agreement (“Agreement”) is entered into this______day of
(1) Pangeanic – B.I Europa, a company incorporated in Spain, whose registered office is located at Cortes Valencianas 26 Blq 5, Valencia 46015, Spain (hereinafter Pangeanic); and
(2) the translator, an independent contractor doing business as the translator in the country of registration, whose registered address is located at the registration address (hereinafter the translator).
In connection with the performance by the translator of certain services, such as translation, editorial work, data review, dossier preparation, and/or any documentation work related to Pangeanic’s business (hereinafter collectively the “Works”), for Pangeanic and/or its associated/affiliated companies and entities, the translator will receive from Pangeanic confidential information in oral, written, visual, and/or other tangible form; and
The translator and Pangeanic desire to set forth the terms and conditions with respect to the disclosure of such confidential information by Pangeanic to the translator.
THE PARTIES HEREBY AGREE AS FOLLOWS:
“Confidential Information” shall mean any and all oral, written, visual, and/or other tangible forms of information, material or know-how regarding any data, process, business plan, specifications, technique, program, invention, trade secrets, product development, business information or other proprietary information relating to Pangeanic and/or its associated/affiliated companies and entities, and disclosed, directly or indirectly, by Pangeanic during the Works or for the purpose of estimating the cost of the Works.
The translator shall use the Confidential Information only for the purposes of the Works or for the purpose of estimating the cost of the Works.
The translator shall hold in confidence the Confidential Information and shall not disclose such information to any third party, even under a respective secrecy agreement between the translator and such third party, and shall not use such information for its own benefit or the benefit of any third party without the prior written consent of Pangeanic provided, however, that this shall not apply to information which:
- is general public knowledge prior to disclosure by Pangeanic or after disclosure hereunder becomes general public knowledge through no fault or omission on the translator’s part; or
- is known to the translator before receipt thereof as evidenced by dated written or electronic records and for which the translator has no obligation of confidentiality; or
- is independently developed by the translator as evidenced by dated written or electronic records; or
- is disclosed to the translator by a third party having the lawful right to make such disclosure and such disclosure is made without any obligation of confidentiality.
The translator agrees to disclose the Confidential Information only to such of its officers and employees who need such Confidential Information for the purpose of the Works, and the translator shall ensure that all of such officers and employees safeguard and preserve the confidential status of the Confidential Information.
All written and other tangible forms of Confidential Information delivered by Pangeanic to the translator shall be and shall remain the property of Pangeanic, and all such Confidential Information, and copies hereof, shall be promptly returned upon Pangeanic’s request or destroyed at Pangeanic’s option.
Nothing in this Agreement shall be constructed as a grant of license to the translator by implication or otherwise, to the Confidential Information or any patent applications, patents or any claims of patent now or hereafter filed or issued with respect to the Confidential Information.
Nothing in this Agreement shall be constructed to bind or obligate Pangeanic to pursue any further relationships or commercial agreements with the translator.
This Agreement shall be binding upon and inure to the benefit of either party’s successors and assignees, but the translator shall not assign this Agreement without the prior written consent of Pangeanic; Pangeanic may assign this Agreement to any of its affiliates.
Except as required by law, the translator agrees not to disclose to any third party the existence of this Agreement or the fact that the translator is working/ works/ has worked on the Confidential Information without Pangeanic’s prior written approval.
The provisions above shall survive the completion of the Works for a period of ten years.
Any dispute, controversy or claim arising under, out of or relating to this contract and any subsequent amendments of this contract, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the European Translation Companies Association (EUATC), the Institute of Translators and Interpreters (ITI), the Spanish National Association of Translator s (APETI) or the Valencian Association of Translator s (Xarxa, www.xarxativ.org) Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Valencia, Spain. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law of Spain.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter. No variations of this Agreement shall be valid unless agreed to in writing.
The translator acknowledges that no remedy at law for damages is adequate to compensate Pangeanic for a breach of the provisions set forth in this Agreement and that Pangeanic as the party injured by such a breach may be entitled to temporary or permanent injunctive relief against any such breach, without the necessity of providing actual damages. The award of permanent or temporary injunctive relief shall in no way limit any other remedies to which Pangeanic may be entitled as a result of any such breach.