This document defines the contractual relationship between service provider and user. It is legally-binding and governs all interactions, unless superseded by pre-agreed terms.

PARTIES:

(1) Empower Translate (Global) Limited, a company incorporated in England and Wales under number 03391349 and/or Acuity Translations Limited incorporated in England and Wales under number 9314684, both having their registered office at Riverside Court Beaufort Park Way, Chepstow NP16 5UH. (Buyer).

(2) The individual or agency/business providing services to the Buyer being invited to review and accept this contract, as signed below (Supplier).

DEFINITIONS:

Buyer Materials
All data supplied by the Buyer to the Supplier, in any form.

Confidential information
All confidential information disclosed by the Buyer, its clients or representatives to the Supplier and its representatives, including:

(i) any information reasonably regarded as confidential relating to:
(a) the materials, business, affairs, clients, suppliers, plans, intentions, or market opportunities of the Buyer and the Buyer’s clients;
(b) the operations, processes, product information, know-how, designs, inventions, trade secrets or software of the Buyer and the Buyer’s clients; and
(c) the business relationship between the Buyer and the Supplier;

(ii) any information developed by the Supplier in the course of carrying out this Contract.

Deliverables
All materials developed by the Supplier in relation to the Services.

Intellectual Property Rights
Patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services
means any work commissioned by the Buyer, including, but not limited to, translation, verbatim coding, link checking, overlay work, adverse event reporting, interpreting/simtrans (hereinafter “interpreting”), recorded interpreting/simtrans, proof-reading, typesetting, printing, or any other similar service.

Terms
means the term of this contract, being the date of signature until termination in accordance with Clause XX.

1.1 The Supplier confirms it is not employed by the Buyer, is legally allowed to perform Services for the Buyer as an independent contractor and will ensure it obtains and maintains all necessary consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require to comply with its obligations under these Conditions.

1.2 These Conditions do not constitute any offer or guarantee of work by the Buyer to the Supplier.

2.1 The Buyer may order Services from the Supplier in accordance with the terms and conditions of this Contract and the Buyer’s Purchase Orders. Any order shall be considered binding on the Supplier upon issue of a Purchase Order by the Buyer.

2.2 The Buyer may amend or cancel a Purchase Order by written notice to the Supplier at any time.

2.3 If a Purchase Order is amended or cancelled, the Buyer shall be liable for any costs reasonably incurred by the Supplier in fulfilling the Purchase Order and to pay the Supplier for any work completed to the point of receipt of the notice of amendment or cancellation, unless such an amendment or cancellation results from any of breach of this Contract.

2.4 If a Purchase Order is amended or cancelled prior to any date specified for commencement of the Services, the Buyer accepts no liability to the Supplier, unless otherwise specified in the Purchase Order.

3.1 In supplying the Services, the Supplier shall:

3.1.1 undertake the performance of Services only for which they or their personnel are qualified, skilled and/ or sufficiently experienced to complete;

3.1.2 undertake the performance of Services in domains only for which they or their personnel are qualified, skilled and/ or sufficiently experienced to complete;

3.1.3 undertake the performance of the Services in accordance with industry best practice and the highest level of care;

3.1.4 meet any deadlines as specified in the Purchase Order;

3.1.5 ensure the Services are compliant with the Services definitions as indicated on the services page at https://www.empower-squared.com unless otherwise agreed;

3.1.6 follow any instructions of the Buyer related to the Services to ensure the Services conform to the Buyer’s requirement regarding to matters such as the format, level of accuracy and stylistic intention and shall conform in all respects with the Purchase Order and be fit for the purpose expressed by the Buyer as specified in the Purchase Order;

3.1.7 agree to have any Services reviewed by the Buyer and/or an independent third party;

3.1.8 agree to reasonably undertake training tasks set by the Buyer or the Buyer’s clients to ensure regulatory compliance and/ or best practice, and for which the Supplier may request to be remunerated;

3.1.9 provide all equipment, tools and other items required to provide the Services, unless explicitly provided by the Buyer;

3.1.10 comply with all applicable laws, statutes, regulations and codes relating to the provision of the Services;

3.1.11 observe all health and safety rules and regulations and any other reasonable security requirements that apply at any such premises at which the Buyer may require the Supplier to perform the Services;

3.1.12 hold all Buyer Materials in safe custody at its own risk and use them solely for the purpose of performing the Services;

3.1.13 not work outside the Buyer’s own online work environments unless pre-agreed;

3.1.14 not use machine translation or similar automated services unless agreed in writing with the Buyer;

3.1.15 ensure any information necessary for the supply of (and payment for) the Services is kept up to date with the Buyer at all times.

4.1 The Buyer shall provide any information necessary for the provision of the Services as the Supplier may reasonably request.

5.1 Title to any materials transferred to the Buyer as part of the Services shall pass to the Buyer (free from all liens, charges and encumbrances) upon their delivery to the Buyer or payment of the Fees, whichever earlier.

5.2 All Buyer Materials are the exclusive property of the Buyer.

6.1 The Buyer and its licensors shall retain ownership of all Intellectual Property Rights in the Buyer Materials.

6.2 The Supplier assigns to the Buyer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Deliverables.

6.3 The Supplier shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

6.4 The Supplier will do all acts necessary to confirm that all Intellectual Property Rights in the Deliverables have passed, or will pass, to the Buyer.

7.1 The Fee for Services shall be as outlined in the Purchase Order issued by the Buyer and accepted by the Supplier upon receipt. In the absence of any specific agreement on the Fee to be charged, this shall be determined by the Buyer in accordance with the Supplier’s latest specified rates.

7.2 The Supplier shall confirm acceptance of the proposed Fee upon receipt of the Purchase Order from the Buyer and shall be entitled to invoice for the Work once complete and / or in accordance therewith.

7.3 Any cancellation fees for onsite work will be agreed in advance and stated in the Purchase Order.

7.4 The Supplier shall be entitled to invoice the Buyer for the Services at the end of each month, with an invoice dated the last day of each month containing any work completed within that month listed.

7.5 All invoices issued by the Supplier must reference any Purchase Order numbers associated with the work.

7.6 The Buyer shall pay any valid invoice within 45 days from the end of the month of submission and the Services must be invoiced in the month they are completed.

7.7 The Buyer will process payments electronically via Bank Transfer (BACS) or PayPal, unless otherwise agreed in writing. Alternative payment methods may be subject to a fee.

7.8 The Buyer will be liable for any financial charges incurred at point of payment but will not be liable for any other charges incurred by the Supplier.

7.9 The Supplier will be solely responsible for any applicable taxes payable on any Fees.

7.10 The Buyer may at any time, without notice to the Supplier, and without affecting its other rights or remedies under this Contract or otherwise, offset any liability of the Supplier to the Buyer against any liability of the Buyer to the Supplier.

7.11 The Supplier will not discuss any fees or rates agreed with EMPOWER with any third party.

8.1 The Buyer reserves the right to reduce the Supplier’s fee in the event of receiving late, sub-standard or incomplete deliverables or for deliverables non-compliant with instructions specified in any Purchase Order or email regarding the Services, or in breach of this contract.

8.2 Any such reduction shall be calculated and applied in proportion to the extent of the quality defect, the cost to correct said quality defect, the impact of any non-compliance with instructionsthe delay in performance of the Services and the impact of such a delay.

8.3 The Buyer reserves the right to rescind any Purchase Order in the event non-performance of the Services.

8.4 The Buyer reserves the right to reasonably delay the settlement of any Fees for Services that are subject to an investigation surrounding defective or late performance until any such issues are resolved.

8.5 In the event of a dispute regarding quality and if the parties are unable to agree, the matter may be referred to the arbitration service of the Association of Translation Companies for arbitration. The decision of the service shall be final and binding on both parties.

9.1 The Supplier shall hold professional indemnity insurance throughout the term of the Contract and for a period of no less than 1 year thereafter to cover any liabilities that may arise in connection with the Contract.

9.2 The Supplier must produce evidence of said insurance cover upon request from the Buyer.

10.1 This Contract is considered commenced on the date it is accepted by the Supplier during the registration process and shall continue indefinitely until either party gives to the other written notice of termination.

10.2 The Buyer may terminate the use of the Supplier’s service and this Contract at any time without cause and without further obligation, except for the payment of due fees for services rendered by the Supplier prior to the date of termination.

10.3 Without affecting any other right or remedy available to it, either party may terminate the Contract or any Purchase Order with immediate effect by giving written notice to the other party if:

10.3.1 the other party commits a breach of any term of the Contract or any Purchase Order which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
10.3.2 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

10.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10.5 Termination of the Contract or any Purchase Order shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract or Purchase Order which existed at or before the date of termination.

11.1 The Supplier shall read the Buyer’s Information Security Policy (see Appendix) and comply where applicable.

11.2 The Supplier shall comply with all applicable requirements of the UK Data Protection Act (2018). This Clause 11 is in addition to, and not in replacement of, either party's obligations or rights under the UK Data Protection Act (2018).

11.3 In relation to any personal data processed by the Supplier in accordance with its obligations under this agreement, the Supplier shall:

11.3.1 process that personal data only on the documented written instructions of the Buyer or contact the Buyer should processing in accordance with said instructions be impossible for whatever reason.
11.3.2 ensure it has appropriate and up- to- date measures in place to prevent unauthorised or unlawful processing of or accidental loss or damage to personal data.
11.3.3 ensure that, in the case of authorised sub-contracting, no personal data is transferred outside of the European Economic Area unless prior written consent of the Buyer is obtained and the following additional conditions are fulfilled:

11.3.3.1 the Buyer and the Supplier have provided appropriate safeguards in relation to the transfer;
11.3.3.2 ensure that all personnel with access to personal data are contractually bound to keep such data confidential; and
11.3.3.3 the data subject has enforceable rights and effective legal remedies; and
11.3.3.4 the Supplier complies with the UK Data Protection Act (2018) by providing an adequate level of protection to any personal data transferred.

11.3.4 assist the Buyer in responding to data subject requests and in ensuring compliance with any relevant Data Protection Legislation.
11.3.5 notify the Buyer immediately upon becoming aware of a personal data breach;
11.3.6 delete or return personal data and copies thereof necessary for the performance of the Services upon completion of the Services, with the exception of any personal data necessary to reasonably maintain an ongoing business relationship with the Buyer upon termination of the Contract;
11.3.7 be able to demonstrate compliance with this Clause 11 and allow for audits by the Buyer or a designated auditor;
11.3.8 indemnify the Buyer against any loss or damage suffered by the Buyer in relation to any breach by the Supplier of its obligations under this Clause 11.

11.4 The Buyer does not consent to the Supplier appointing any third party processor of personal data without prior authorisation. The Supplier shall remain fully liable for all acts or omissions of any third party processor appointed by it pursuant to this Clause 11.

12.1 The Supplier shall keep the Confidential Information confidential unless:

12.1.1 the Confidential Information was, is or becomes generally available to the public (other than as a result of its disclosure by the Supplier or its representatives in breach of this clause);
12.1.2 the Confidential Information was available to the Supplier on a non-confidential basis prior to disclosure under the terms of this Contract;
12.1.3 the Confidential Information was, is or becomes available to the Supplier on a non-confidential basis from a person who, to the Supplier's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the Supplier;
12.1.4 the parties agree in writing is not confidential.

12.2 The Supplier shall use the Confidential Information solely for the purpose of exercising or performing its rights and obligations under or in connection with this Contract (Permitted Purpose).

12.3 The Supplier shall not disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 12.

12.4 The Supplier may disclose the Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

12.4.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
12.4.2 it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Contract and, it is liable for the failure of any of its Representatives to comply with the obligations set out in this clause 12.

12.5 The Supplier may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.6 On completion of the Services in accordance with a Purchase Order the Supplier shall:

12.6.1 destroy or return to the Buyer all documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information;
12.6.2 erase all the Confidential Information from any device, storage system, application or other medium in which the Confidential Information is stored, including those provided by third parties (to the extent technically and legally practicable); and
12.6.3 if requested certify in writing to the Buyer that it has complied with the requirements of this clause. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 10 (Termination).

The provisions of this clause 12 shall continue to apply after termination of this Contract.

13.1 For the duration, and for a period of one year following termination, of the Contract, the Supplier shall not undertake any services for any client of the Buyer who is known to the Supplier as a result of working for the Buyer, unless the Buyer’s written consent is given or a significant and long-term prior relationship between the Supplier and the client of the Buyer can be demonstrated.

13.2 For the duration, and for a period of one year following termination, of the Contract, the Supplier shall not solicit the business or custom of any of the Buyer's clients who are known to the Supplier as a result of working for the Buyer with a view to providing or offering to provide services that are in competition with, or similar to, the business of the Buyer.

13.3 The Supplier shall not directly contact any of the Buyer’s clients who are known to the Supplier as a result of working for the Buyer in relation to matters regarding the performance of the Services, unless the Buyer’s written consent is given.

13.4 Should written consent be given to the Supplier to contact the Buyer’s clients, the Supplier shall not discuss any commercial or Confidential information relating to the Buyer, including, but not limited to, working methods, fees and payments.

13.5 The Supplier shall not induce or attempt to influence, directly or indirectly, any employee, or Supplier working for the Buyer to terminate his/her employment or association with the Buyer, nor discourage any potential Supplier from working for the Buyer;

13.6 The restrictions imposed on the Supplier by this clause 13 apply to it acting directly or indirectly and on its own behalf or on behalf of, or in conjunction with, any firm, company or person.

13.7 The Supplier shall not disclose any aspect of the relationship between the Buyer and the Supplier in any public forum without the explicit consent of the Buyer.

14.1 Individual suppliers may not subcontract any of their rights or obligations under this Contract without the prior written consent of the Buyer.

14.2 The Buyer consents to subcontracting by an agency Supplier, but in this case, the Supplier shall remain responsible for all acts and omissions of its subcontractors as if they were its own. The Buyer reserves the right to request that the Supplier uses specified individuals to perform the Services.

15.1 The Contract is between the Buyer and the Supplier. No other third party shall have any rights to enforce any of its terms.

15.2 Each party may transfer its rights and obligations under these Conditions to another organisation solely with the other’s written consent, but this will not affect the Buyer’s rights or the Supplier’s obligations under the Contract.

15.3 Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

15.4 If the Buyer does not enforce any of the Supplier’s obligations under these Conditions or its rights against the Supplier or if the Buyer delays in enforcing either, this shall not mean the Buyer has waived its rights against the Supplier or that the Supplier is not bound by such obligations.

15.5 No waiver by the Buyer of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

15.6 Force Majeure: Neither party shall be considered in breach of the Contract for delay in performing or failure to perform any of its obligations under the Contract if such delay or failure results from force majeure.

15.7 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, unless otherwise agreed in writing.

15.8 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing.

15.9 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties,

15.10 Each party confirms it is acting on its own behalf and not for the benefit of any other person or entity.

15.11 The Contract, and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.

15.12 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15.13 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.5 shall not affect the validity and enforceability of the rest of the Contract.

INFORMATION SECURITY POLICY for Third party contractors, Freelance Vendors and Consultants

INTRODUCTION

This Information Security Policy is based upon the International Standard ISEC/ISO 27001 Code of Practice for Information Security Management and ISEC/ISO 27002.

Empower Translate (Global) Limited and Acuity Translations Limited (the Company) have an obligation clearly to define requirements for the use of its information technology (IT) and information systems (IS) to its third-party contractors, freelance suppliers and consultants (suppliers).

This policy outlines the control requirements for all information contained within the Company IT and IS systems (systems) and provides direction and support for Information Security in accordance with the Company’s business requirements and relevant laws and regulations.  Company systems include access to Cloud services (Memsource, CodeIt and any other services to which access may be granted during the course of carrying out work for the Company).

Purpose & Applicability
This policy defines how the Company will secure information within the Company systems and is processed or used by:

• Suppliers who have access to the Company’s systems.
• External users authorised to use the Company’s systems.

Scope
The scope of this policy applies to any works undertaken on behalf of the Company that involve the sharing of information, either regarding its own businesses or that of its clients including project specific data. The term ‘data’ within this policy refers to the storing, handling, processing, or retention of data including personal data related to the Company or the Company’s clients or suppliers.

Objectives
The Company is committed to protecting its staff, clients and suppliers and key business systems including any personal data and in line with the requirements of the Data Protection Act 2018. Controls will therefore be deployed to mitigate the risk of vulnerabilities being exploited which adversely affect the efficient operation of the Company.

Security of Third-Party Access
Procedures are in place to regulate access to the Company systems by suppliers. Such access is controlled and regulated to protect information assets and prevent loss or damage to data through unauthorised access. The Company will consider applications for access to systems by suppliers based on business requirements. 

Identification of Risk from Third Party Access
Suppliers who require access to the Company systems will be bound by contracts which define Company security requirements. Prior to being granted any access, all suppliers will sign that they have read and will comply with this Information Security Policy and sign a non-disclosure agreement or contract including a non-disclosure or confidentiality clause.

Personal Data
All data which identifies any individual will be handled in accordance with the Data Protection Act 2018. All personal details will be processed and held securely and in accordance with the current law in England and Wales. 

Confidentiality Undertaking
All suppliers will be bound by the non-disclosure or confidentiality clause in their contract and are reminded of their obligation to protect restricted or confidential information in accordance with the Company’s policies.

SECURITY

Controls will be implemented as appropriate to prevent unauthorised access to, interference with, or damage to information assets. 

Breaches of Policy
Breaches of this policy and/or security incidents can be defined as events which could have, or have resulted in, loss or damage to the Company’s or Company’s clients’ or suppliers’ information, or an event which is in breach of the Company’s security procedures and policies. All suppliers contracted to provide services which enable the Company to carry out its business functions and deliver its services to its clients have a responsibility to adhere to this policy.

Reporting Security Incidents
All suppliers have a responsibility to report security incidents and breaches of this policy as quickly as possible and within a reasonable timeframe. All suspected security incidents are to be reported in the first instance in writing to the Company via email datacompliance@empowertranslate.com. All reported security incidents and active investigations will be monitored by the Company Directors. An appropriate investigation and action plan will be prepared and agreed.

Non-compliance could result in the immediate removal of access to the Company’s internal systems or suspension of contractual arrangements. If damage or compromise of the Company’s IT solutions or loss of information results from the non-compliance, the supplier will be removed with immediate effect from the Company’s Approved Supplier List and the Company will consider potential legal action depending on the severity of the breach.

COMMUNICATIONS AND OPERATIONS MANAGEMENT

Controls Against Malicious Software
All supplier systems used to process Company data must be protected by a secure firewall and/or router, email scanning, and current virus/malware protection. 

Information Security Risks and Requirements for Suppliers
The security of information is the key focus in the Company’s ISO27001 risk assessment, procurement, and management strategy. The Company uses a risk-based and proportionate approach to how information assets should be protected, ensuring the security of all data held on Company systems in relation to the Company’s business, clients, and suppliers. The Company will require each of its suppliers to agree to the following in order to be included on the Company’s Approved Supplier list:

• Acceptance of the Company’s Supplier Information Security Policy (sic);
• Confirmation that sufficient controls against malicious software are in place on any machine used to access or process Company data.

Supplier Access to Company Information
The Company will allow suppliers to access its information and data where formal contracts and data sharing agreements exist and where accessing the information is a necessary part of delivering the service requested. Suppliers will be granted access only to project information related to works they are undertaking. Once access is no longer required, the supplier will be blocked from the Company systems and offline data must be deleted. 

Compliance with Legal and Company Policy
Supply and use of the Company IS and IT systems is bound by the law in England and Wales in force at the time of any reported incident.