Supplier Contract

1. Scope

1.1 These Supplier Terms (the “Terms») shall apply to the agreement («the Agreement») between the Supplier («the Supplier») and Berba, provided nothing to the contrary has been expressly agreed in writing or is mandatorily prescribed by applicable law.

2. The Supplier’s Services

2.1 The Supplier agrees to carry out certain services for Berba. The services to be delivered by the Supplier are defined by the order confirmation in connection with each delivery (the “Services”) and shall be governed by this Agreement.

2.2 The Supplier acknowledges that the Services will form part of a delivery to Berba’s customers (the “Customers”). Accordingly, the Supplier acknowledges that Berba shall be entitled to make such reasonable amendments and/or additions to the Services in order to meet the requirements of the Customer. The Supplier undertakes to loyally seek to accommodate any reasonable request from Berba.

2.3 The Supplier warrants that he/she has the necessary qualifications, experience and training to deliver the Services, and that the Supplier will comply with all applicable laws and regulations in connection with the delivery of the Services.

2.4 Berba is entitled – at any time – to provide the Customer with all relevant information about the Supplier, including personal data on name, contact details, qualifications and experience etc., which is necessary for the performance of this Agreement or which is necessary for the purposes of the legitimate interests pursued by Berba or the Customer in relation to the delivery of the Services. The Supplier hereby accepts such transfer of data and information from Berba to the Customer.

2.5 All Services must be at a high professional level, free of errors and deficiencies, and must meet Berba quality standards at all times. Berba will routinely conduct quality assessments of the quality of the Services.

2.6 Services must be delivered by the Supplier within the specified deadline so that they can be delivered to the Customers on time. If the Services are not delivered on time and the Customer demands a cancellation or reduction of price, the Supplier’s payment shall be reduced accordingly.

3. Supplier Restrictions

3.1 The Supplier agrees that any collection, storage and/or use of Customer data will be in accordance with the at all times applicable personal data regulations and agrees not to use any Customer data for any other purpose than fulfilling its obligations pursuant to the Agreement.

3.2 The Supplier accepts and acknowledges that Berba and/or the Customers shall have all rights and titles to the Services delivered by the Supplier under the Agreement, including copyrights (if any) and that the Supplier may not use any of such work without the prior written consent of Berba.

3.3 The Supplier is not authorised to enter into any agreements or obligations on behalf of Berba.

4. Berba’s Obligations

a. Berba shall provide the Supplier in a timely manner with the necessary information in order for the Supplier to deliver the Services, including but not limited to intended use, delivery on data carriers, number of copies, readiness for printing, translation format, etc.

b. Berba shall make information and documents that are required for the preparation of the translation available to the Supplier upon order placement, including but not limited to terminology of the client, images, drawings, tables, abbreviations, internally used terms, etc.

5. Independent Contractors

5.1 The Supplier is engaged as an independent consultant. The Supplier shall not be considered as an employee, principal or agent of Berba, and shall not be entitled to any other compensation than those specifically agreed upon in this Agreement.

5.2 The Supplier is responsible for obtaining relevant and adequate insurance in regard to the services provided by the Supplier. Berba shall not be liable for any losses incurred by the Supplier due to insufficient insurance coverage, and reserves the right to terminate the Agreement immediately if the Supplier has not obtained the necessary insurance.

6. Errors or Deficiencies

6.1 If Berba or the Customers identify errors or deficiencies in the Services, the Supplier shall be obligated to correct such errors and deficiencies within a reasonable deadline set by Berba. The Supplier shall not be entitled to additional payment for time spent on such corrections.

6.2 If the Supplier fails to correct errors or deficiencies within a reasonable time frame, if the Supplier refuses to correct errors or deficiencies, or if the errors or deficiencies have not been corrected to the satisfaction of the Customer, Berba may – at its own discretion – have such errors corrected by another Supplier at the Supplier’s expense or demand a reduction in the Supplier’s fee for the translation.

7. Pricing and Payment

7.1 Prior to starting a new assignment, the Supplier and Berba shall agree upon the amount to be paid for the Services. The Supplier may not initiate any work until a price has been agreed to in writing. All prices are exclusive of VAT.

7.2 The Supplier will not receive payment until the Customer has approved the completed Services. Upon completion and approval of the Services, Berba will initiate payment to the Supplier. The Supplier shall not send an invoice to Berba.

7.3 The Supplier shall only be entitled to reimbursement of expenses if the expenses have been preapproved in writing by Berba.

7.4 The Supplier is responsible for reporting and payment of all applicable taxes to the relevant tax authorities. Berba will not report or pay any taxes on behalf of the Supplier. Any tax consequences of this Agreement are of no concern to Berba.

8. Use of Sub-suppliers

8.1 The Supplier is obligated to perform the Services personally and shall not be entitled to make use of any sub-suppliers.

9. Intellectual Property Rights

9.1 The Supplier agrees that all intellectual property rights relating to the Services and to Berba’s products, developments, names, logos, trademarks, texts etc., shall belong solely to Berba. Berba’s names and trademarks may only be used by the Supplier to the extent necessary to provide the agreed services to Berba.

9.2 Any intellectual property rights in the Services are automatically transferred to Berba without further compensation, as the compensation for this transfer is considered as included in the price.

10. Confidentiality

10.1 The Supplier must observe unconditional confidentiality regarding all confidential information pertaining to Berba, the Customers and Berba’s business partners and may not use this information for any purpose other than fulfilment of the Agreement. Confidential information includes information of any kind not intended to be passed on, including business strategies, business concepts, prices and rates, data, drawings, images, specifications, manuals, instructions, accounting information, etc. Further, the confidentiality applies to all business strategies, business concepts, prices and rates, data, drawings, images, specifications, manuals, instructions, accounting information, etc. related to the Customers.

10.2 This obligation of confidentiality shall be applicable without time limitation, therefore also after termination of the Agreement, regardless of the reason for the termination.

11. General Data Protection Regulation and Data Processing

11.1 Upon entering into this Agreement Berba will collect and store data about the Supplier which is necessary for the performance of the Agreement or is necessary for the purposes of the legitimate interests pursued by Berba or the Customers, including to keep sufficient records towards the Customer. The data includes information about the Services delivered by Supplier and may include personal data. The data is stored for the allowed period of time only, and is deleted when the data is no longer required by Berba . The duration of the time period depends on the type of the information and the reason for the storing.

11.2 Towards the Customers the Supplier acts as a Subdata Processor of Berba according to the terms of the Agreement and must comply with the General Data Protection Regulation, when conducting the Services.

11.3 The obligations of the Supplier as a Data Processor are described in a Data Processor Agreement, which will act as an appendix to the Agreement.

12. Breach of Agreement

12.1 In case of the Supplier’s breach of the Agreement, Berba shall be held harmless from and against any claims, liabilities, direct damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the breach of the Agreement.

13. Term and termination

13.1 Unless earlier terminated as provided in this Agreement, the term of this Agreement shall commence as of the date of signature and shall automatically expire at the end of 12 months following the date of signature.

13.2 Either party may terminate this Agreement as follows: (a) Immediately upon one (1) month’s prior written notice with or without cause; (b) Immediately, for any breach or default of this Agreement by the other party which has not been cured within 7 days after the delivery of notice thereof to the party alleged to be in breach, specifying with particularity the condition, act, omission or course of conduct asserted to constitute such breach or default; (c) Immediately, upon the dissolution, insolvency or any adjudication in bankruptcy of, or any assignment for the benefit of creditors by, the other party or if the other party ceases to conduct business in the ordinary or normal course; (d) Immediately, if required by law or by any rule, regulation, order, decree, judgment or other governmental act of any governmental authority; or (e) Immediately by Berba if Berba reasonably suspects that Supplier breached any of its obligations of confidentiality or protection of Berba’s proprietary rights.

14. Governing Law and venue

14.1 All disputes relating to the Agreement, these Supplier Terms or any service provided by the Supplier to Berba shall be settled by the High Court of Justice of the Basque Country under Spanish law.