ADDENDUM TO GUILDHAWK SUPPLIERS’ STANDARD TERMS AND CONDITIONS OF BUSINESS

GUILDHAWK LIMITED

SUPPLIERS’ STANDARD TERMS AND CONDITIONS OF BUSINESS

1. Definitions

Assignment - means translation and /or interpretation work and all other related services provided by the Company to their Customers and assigned to the Independent Contractor under the Instruction after it has been accepted and Purchase Order has been issue.

Company - means Guildhawk Limited whose registered office is 18th & 19th Floors, 100 Bishopsgate, London, EC2M 1GT, United Kingdom and whose registered company number is 4178109

Competence - means the demonstrated ability to evaluate and apply knowledge and skills

Independent Contractor - means the person, firm or company who accepts the Instruction

Confidential Information - means information relating to the business of the Company and its dealings, transactions, affairs and its clients, temporary workers and applicants, internal operations and processes, suppliers, HR details relating to the Company’s employees, and also trade secrets, technical data and know-how relating to the business of the Company or information relating to any of its suppliers, customers, agents, distributors, shareholders, management or business contacts, and any other proprietary information

Customers - means all customers of the Company to whom interpreting translation and other related services are provided by the Company

Editing - means examining and amending a target language text for its suit ability for the purpose.This shall include checking the spelling, grammar, punctuation, typesetting, terminology, register and style and may involve the rearrangement of the text (alignment of the text to match graphics and illustrations). It may also include shortening or extending the text to meet space requirements

Interpreting - means the verbal act of rendering information from the target language into the source language in person or remotely performed on a simultaneous or consecutive basis

Consecutive Interpreting - means the interpreting performed on a sentence by sentence basis after the source language speaker finishes a sentence or a set of sentences

Simultaneous Interpreting - means the interpreting performed at the same time as the source language speaker without any time lapse and in some cases using conference interpreting equipment

Instruction - means the Company’s written instructions to the Independent Contractor to supply the Services, incorporating these conditions

Locale - means the linguistic, cultural, technical and geographical conventions of a given target audience

Localisation - means the transfer of a concept in the source language, which belongs to a source language convention, into the equivalent or an appropriate target-language convention. Software localisation involves taking a product and making it linguistically, culturally and technically appropriate to the target locale (country/region and language) where it will be used and/ or sold

Parties - means the Company and the Independent Contractor

Post-Editing - means the process of reviewing translation output produced by translation software tool and correcting any errors, and making any other necessary changes to bring the quality of the text to that of a publishable human translation

Proof reading/reviewing - means the process of examining a target document for spelling, grammar and stylistic errors and correcting them. Multilingual proof reading also involves checking and correcting semantic discrepancies between the source and target documents.

Purchase Order - means a written confirmation of the Instruction for the Assignment that specifies the agreed fee.

Services - means the provision of professional interpretation, translation and other related services to the Company’s Customers in accordance with the Assignment

Translating - means the act of rendering written information from the source language into the target language in written form to suit the given purpose ensuring the target material contains no spelling, grammar, punctuation errors or semantic discrepancies, is adequately typeset and localised using appropriate terminology, register and style

Typesetting - means the presentation of materials in a given format using appropriate layout, fonts, graphics, register and style to suit the purpose

A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to one gender includes a reference to the other gender.

2. Application of Terms and Conditions

2.1 These conditions are the only conditions upon which the Company is prepared to deal with the Independent Contractor and they shall govern the Contract to the entire exclusion of all other terms or conditions

2.2 Each Instruction from the Company in relation to an Assignment shall be deemed to be an offer by the Company to acquire the Services subject to these conditions and no Instruction shall be accepted until the Independent Contractor expressly accepts the offer by giving a written notice of acceptance. The Independent Contractor shall only proceed with carrying out the Instructions in relation to the Assignment upon receipt of the Purchase Order (PO) from the Company or a written confirmation to proceed.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Independent Contractor’s quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the Contract and the Independent Contractor waives any right which it otherwise might have to rely on such terms and conditions

2.4 These conditions shall apply to all Services provided by the Independent Contractor and to all Instructions and Assignments and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by the Company

3. Performance of the Contract

3.1 The Company engages the Independent Contractor to provide the Services to the Customers. The Company makes no guarantee of the amount or level of Assignments they will offer to the Independent Contractor.

3.2 The Independent Contractor shall take full responsibility in providing the Company with true and accurate information, whether it relates to their employment history, qualifications or personal circumstances. The Company shall reserve the right to contact reference providers and former employers of the Independent Contractor in order to obtain additional information.

3.3 Submission of the Application Form to the Company by the Independent Contractor or thereafter acceptance of assignments offered by the Company shall imply that these conditions were read and accepted by the Independent Contractor.

3.4 The issuing of the PO by the Company and its receipt by the Independent Contractor means that the Parties have commenced the Assignment and all duties and obligations under these terms and conditions apply for this Assignment and after its completion if relevant and as specified in these terms and conditions.

3.5 If negative feedback or complaint about the quality from the Customer has been received, the Company shall notify the Independent Contractor as soon as reasonably possible and keep them updated on the progress of such quality investigation. The Independent Contractor has the duty to assist the Company in the investigation of any such feedback or complaint, regardless of whether the PO the work has been completed under has been already paid for or not. The Independent Contractor shall follow any reasonable instructions by the Company in this matter.

4. Standards of Work

4.1 General duties

4.1.1 Independent Contractors shall meet the requirements of professional competence as specified in these conditions.

4.1.2 The Independent Contractor shall in all cases act in accordance with the highest standards appropriate to the profession and in accordance with the recommended guidelines of the Institute of Translation and Interpreting from time to time in force and all relevant statutory requirements from time to time in force including but not limited to the EU General Data Protection Regulation (GDPR), the Bribery Act 2010 the Civil Procedure Rules 1998 the Criminal Justice Act 1967 the Magistrates Court Act 1980 the European Convention on Human Rights and the Human Rights Act 1998 and shall not act in any way as to bring the Company or the profession into disrepute

4.1.2a The Independent Contractor agrees to comply with the Company’s Information Security, Management System (ISMS) and the Information Security policy contained within it. Specifically, the Independent Contractor shall ensure that

a) All reasonable precautions are taken to ensure that the Information Assets contained in all Assignments classified as ‘Confidential’ remains confidential.

b) All reasonable precautions are taken to ensure that knowledge or access to Information Assets contained in any Assignment classified as ‘Restricted’ is restricted to those permitted to know it.

c) Information Assets contained in physical documents and electronic media are protectively marked, stored, disposed of and transmitted (by mail, telephone, fax and communication networks, including via email) in accordance with the Company’s current guidelines that are contained at Appendix A to these terms and conditions.

d) Computers used by the Independent Contract or are protected by firewalls and up-to-date anti- malware software; automatic updating facilities are enabled and security-related patches, fixes and updates have been installed so as to prevent hacking and the loss or theft of data.

e) Access to Information Assets stored on computers used by the Independent Contractor is not accessible to other persons; is protected by a password that is compliant with the Company guidelines shown in Appendix A and is not available to any other person.

f) No information contained in the Assets or related to them is uploaded or published in any other way onto publicly accessible domains and networks (e.g. Google Translate). Research of any terms related to the translation is done in a secure manner without any possibility of such terms becoming publicly available.

g) Any Security Breach is reported to the Company as soon as it is reasonably possible so that the Company may respond to the matter.

4.1.3 The Independent Contractor is obliged to refuse any Instruction they know or consider to be beyond their competence either linguistically or because of lack of specialist knowledge.

4.1.3a The Independent Contractor gives the Company the right to monitor and audit performance in respect of compliance with the ISMS (including the Independent Contractors processes for change management, vulnerability identification and security incident management) and to use external auditors to conduct this for the Company.

4.1.3b The Independent Contractor agrees to assist and cooperate with the Company and external auditors when monitoring and auditing performance in respect of the ISMS and the management of a Security Breach.

4.1.4 If the Independent Contractor is unable to accept an Instruction from the Company or cannot complete an Assignment by the required date they should inform the Company of the position as soon as it is reasonably possible, but no later than the issue and receipt of the PO for the Assignment, so that the Company may if necessary endeavour to introduce their Customer to an alternative Independent Contractor who has the necessary skills and availability to complete the Assignment

4.1.5 The Independent Contractor shall have sole responsibility and liability for designated assignments and is not permitted to delegate or subcontract any aspect of the assignment without express written consent from the Company

4.1.6 The Independent Contractor agrees not to make any direct contact with the Customers without the Company’s and the Customer’s express prior agreement

5. Translators duties

5.1 Professional competencies of translators

Translators shall have the competencies listed below, preferably acquired through:

• a formal higher education in translation (recognised degree); or

• a university degree or equivalent plus a minimum of two years of documented experience in translation;

or

• at least five years of documented professional experience in translating

5.1.1 Translating competence: Translating competence comprises the ability to translate texts to a professional level. It includes the ability to assess the problems of text comprehension and text production as well as the ability to render the target text in accordance with the agreement between the Company and its Customer and to explain the reasons for the choices made

5.1.2 Linguistic and textual competence in the source language and the target language: Linguistic and textual competence includes the ability to understand the source language and have complete mastery of the target language. Textual competence requires knowledge of text type conventions for as wide a range of standard-language and specialised texts as possible, and includes the ability to apply this knowledge when producing texts

5.1.3 Research competence, information acquisition and processing: Research competence includes the ability to acquire the additional linguistic and specialised knowledge necessary to understand the source text and to produce the target text. Research competence also requires experience in the use of research tools and the ability to develop suitable strategies for the efficient use of the information sources available

5.1.4 Cultural competence: Cultural competence includes the ability to make use of information about the knowledge base and locale (i.e. cultural environment) behavioural standards and value systems that characterise the source and target cultures

5.1.5 Technical competence: Technical competence comprises the abilities and skills required for the professional preparation and production of translations. This includes the ability to use current information technology tools and terminology collections

5.2 Procedures and Standards of Translation Services

5.2.1 Preparation

5.2.1.1 After receiving the Assignment for translation, the Independent Contractor shall check that it complies with the requirements agreed upon with the Customer. Any and all deviations from the original agreement between the Company and the Customer shall be agreed by all parties and documented.

5.2.1.2 The Independent Contractor shall carry out any necessary technical and pre-translation processing tasks in order to prepare the document for translation.

5.2.1.3 The Independent Contractor shall ensure that it complies with any specific linguistic requirements in relation to the translation project. Such requirements may include requirements of compliance with a client style guide, adaptation of the translation to the agreed/target group, purpose and/or final use, use of existing terminology and updating of glossaries.

5.2.1.4 The Independent Contractor shall analyse the source text to anticipate possible translation problems and difficulties.

5.2.1.5 Where no specific terminology is available for the project the Independent Contractor and the Company should agree on the conditions for terminology work to be carried out before executing the translation.

5.2.1.6 In the event that the Customer or the Company do not provide a style guide, the Independent Contractor shall use an appropriate or proprietary style guide.

5.3 Translation process

5.3.1 The Independent Contractor shall have documented procedures in place for handling translation projects, remain in close contact with the Company during the translation process and ensure the quality correctness and completeness of the service product as well as compliance with the agreement between the Company and the Independent Contractor.

5.3.2 The Independent Contractor shall transfer the meaning in the source language into the target language in order to produce a text that is in accordance with the rules of the linguistic system of the target language and that meets the Instruction received.

5.3.3 Throughout the translation process the Independent Contractor shall ensure that:

5.3.3.1 Terminology is compliant with the specific domain and client terminology, or any other terminology provided, and is consistent throughout the whole translation

5.3.3.2 Grammar: translation is free of syntax, spelling and punctuation mistakes, and correct orthotypography and diacritical marks are used

5.3.3.3 Lexis: accurate lexical cohesion and phraseology are used

5.3.3.4 Style: is compliant with the proprietary or Customer/Company style guide, including register and language variants

5.3.3.5 Locale: local conventions and regional standards are expressed

5.3.3.6 Formatting, type style and fonts are identified and followed

5.3.4 The Independent Contractor shall check the translation for omissions and confirm that the defined parameters have been met. The Independent Contract or shall make the necessary amendments.

5.3.5 Throughout the translation process the Independent Contractor shall make sure the translation is fit for purpose and meets the highest quality standards.

5.3.6 Revision: The Independent Contractor shall ensure that the translation service product is revised. The reviser shall be the translator. The translator shall examine the translation for its suitability for purpose. This shall include, as required by the project, comparison of the source and target texts for terminology consistency, register and style. The Independent Contractor shall take the corrective measures necessary to amend the translation or to retranslate, when applicable, in accordance with the Independent Contractor’s procedures.

5.3.7 The Company can pause or cancel any Assignment after it has already commenced. In such cases, the Independent Contractor shall immediately cease all work relating to the Assignment and report to the Company providing details of what portion of the work has been completed along with any deliverables of such work. The Parties shall negotiate and reach a mutual agreement regarding the payment – the Company shall pay the Independent Contractor the fees for the work completed before it was paused or cancelled provided such work meets the criteria listed in Clause 5.3 of these terms and conditions, and the work has been paused or cancelled for reasons other than Independent Contractor’s failure to comply with duties and obligations under these terms and conditions. If a portion of the work has been completed, but it does not meet the criteria listed in Clause 5.3 of these terms and conditions, the Company may reduce the fees by a reasonable and appropriate amount to cover for that.

6. Editors, proof readers and other professionals duties

6.1 Professional competencies of editors, proof readers and other professionals

6.1.1 Reviewers and proof readers shall have the competencies listed in Clause 5.1 above and should have translating experience in the domain under consideration

6.1.2 Editors shall be domain specialists in the target language unless competence in the source language is requested by the Company for a specific Assignment.

6.1.3 Post-editors shall not approach post-editing as a proofreading task, as the type of changes required during post-editing are different from those required during proofreading of a human translation.

6.2 Proof reading, reviewing and editing process

6.2.1 Proof reading and reviewing: If the specifications of the Instruction include bilingual proof-reading, the Independent Contact or shall ensure that the service product is reviewed, proof-read and amended to meet the set standards under the Instruction and ensure that all points listed in Clause 5.3.3 and 5.3.6 are met. If the specifications of the Instruction include bilingual proof-reading, the Independent Contractor who is the proof-reader shall be responsible for finalising the translation and ensuring that the translation is fit for purpose and meets the highest quality standards.

6.2.2 Editing: If the specifications of the Instruction include an editing, the editor, who shall have domain competence, shall carry out a monolingual or bilingual review to assess the suit ability of the final translation for the agreed purpose (e.g. by assessing it for register and to ensure that it respects the conventions of the domain in question and is appropriately typeset).

6.2.3 Post-editing process:

6.2.3.1 the Independent Contractor shall read the source segment first so that the output does not affect the way they interpret the source.

6.2.3.2 the Independent Contractor shall not delete the output and retranslate from scratch.

6.2.3.3 the Independent Contractor shall research terminology — they will not assume terminology suggested by the existing output is correct even if it sounds feasible.

6.2.3.4 the Independent Contractor shall review all changes to check for any missing information, check fluency, etc.

6.2.3.5 the Independent Contractor shall review the existing output against the most common issues that occur in the raw output of translation produced by a software tool – a checklist can be supplied by the Company upon the Independent Contractor’s request.

6.2.4 The Independent Contractor shall verify the translation service product and its delivery meet the Customer’s specifications.

6.2.5 The Independent Contractor will draw the Company’s attention to any significant ambiguities errors omissions or imprecise language in the material provided under the Assignment or as produced by the Independent Contractor upon completing the Assignment

6.2.6 The Company can pause or cancel any Assignment after it has already commenced. In such cases, the Independent Contractor shall immediately cease all work relating to the Assignment and report to the Company providing details of what portion of the work has been completed along with any deliverables of such work. The Parties shall negotiate and reach a mutual agreement regarding the payment – the Company shall pay the Independent Contractor the fees for the work completed before it was paused or cancelled provided such work meets the criteria listed in Clauses 6.2.1 and 6.2.2 of these terms and conditions, and the work has been paused or cancelled for reasons other than Independent Contractor’s failure to comply with duties and obligations under these terms and conditions. If a portion of the work has been completed, but it does not meet the criteria listed in Clauses 6.2.1 and 6.2.2 of these terms and conditions, the Company may reduce the fees by a reasonable and appropriate amount to cover for that.

7. Interpretation and duties of interpreters

7.1 Professional competencies of interpreters

Interpreters shall have the competencies in accordance with Clause 5.1 in the domain under consideration and as listed below:

7.1.1 a written and spoken command of both languages, including any specialist terminology, current idioms and dialects;

7.1.2 the ability to interpret and translate accurately, fluently and appropriately between both languages using the correct techniques;

7.1.3 the ability to understand the relevant procedures of the particular context in which they are working;

7.1.4 be familiar with the cultural backgrounds of both parties.

7.2 Interpreting process

The interpreter shall

7.2.1 interpret truly and faithfully what is said, without anything being added, omitted or changed; although in exceptional circumstances a summary may be given if requested, and consented to by the parties;

7.2.2 disclose any difficulties encountered with dialects or technical terms as soon as reasonably possible and, if these cannot be satisfactorily remedied, withdraw from the Assignment;

7.2.3 not enter into any discussion, give advice or express opinions or reactions to any of the parties;

7.2.4 intervene only (i) to ask for clarification; (ii) to point out that a party may not have understood something; (iii) to alert the parties to a possible missed cultural inference; (iv) to ask for accommodation for the interpreting process and inform all parties present of the reason for the intervention;

7.2.5 not delegate work, nor accept delegated work, without the consent of the Company;

7.2.6 be reliable and punctual at all times;

7.2.7 declare any conflict of interest as soon as it is reasonably possible.

7.2.8 The Company can pause or cancel any Assignment after it has already commenced. In such cases, the Independent Contractor shall immediately cease all work relating to the Assignment and report to the Company providing details of what portion of the work has been completed along with any deliverables of such work. The Parties shall negotiate and reach a mutual agreement regarding the payment – the Company shall pay the Independent Contractor the fees for the work completed before it was paused or cancelled provided such work meets the criteria listed in Clause 7.2 of these terms and conditions, and the work has been paused or cancelled for reasons other than Independent Contractor’s failure to comply with duties and obligations under these terms and conditions. If a portion of the work has been completed, but it does not meet the criteria listed in Clause 7.2 of these terms and conditions, the Company may reduce the fees by a reasonable and appropriate amount to cover for that.

7.2.9 Should the Company be unable to make use of the Independent Contractor’s services, and unless the Independent Contractor is offered by the Company an equivalent assignment for the same period, the Company will pay the Independent Contractor the following indemnities in respect of the days on which the Independent Contractor remains without work and the work has been cancelled for reasons other than Independent Contractor’s failure to comply with duties and obligations under these terms and conditions:

7.2.9.1 50% of the working day fees agreed if the termination is communicated to the Independent Contractor less than thirty days but more than fourteen days prior to the start of the Assignment

7.2.9.2 75% of the working day fees agreed if the termination is communicated to the Independent Contractor between seven and fourteen days prior to the start of the Assignment

7.2.9.3 100% of the working day fees agreed if the termination is communicated to the Independent Contractor less than seven days prior to the start of the Assignment

7.3 Disclosure

From time to time the Interpreter may find themselves working in positions of trust, such as interpreting for children or vulnerable adults. In the interests of public safety, it is the responsibility of the interpreter to disclose to the Company any personal information, including any criminal record as soon as it is reasonably possible, which may present a risk to such people and decline/withdraw from the assignment immediately.

8. Impartiality

The Independent Contractor will carry out the Assignments entrusted to them by the Company with complete impartiality and agrees to refuse any Assignment they know or consider would expose them to a Conflict of Interest (whether the interest was previously disclosed to the Company or not).

The Independent Contractor shall at all times promptly disclose to the Company any business, financial, personal or other interest which might potentially or actually affect their impartiality.

9. Confidentiality

The Independent Contractor shall both during the term of the Assignment and after its termination keep confidential and will not except as authorised or as required by law use or disclose or attempt to use or disclose to any person or organisation any Confidential Information of the Company or the Customers which becomes known to the Independent Contract or directly as a result of their engagement under the Assignment.

10. Ownership of Intellectual property

10.1 All intellectual property and related material, including any patents, utility models or other forms of patent rights, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world (IP) that is created, developed or produced under these terms and conditions, will be the sole property of the Company or its Customers. The use of the IP by the Company or its Customers will not be restricted in any manner.

10.2 The Independent Contractor may not use the IP for any purpose other than that contracted for in these terms and conditions except with the written consent of the Company. The Independent Contractor will be responsible for any and all damages resulting from the unauthorised use of the IP.

10.3 No rights or licenses to the IP, software or any materials arising from it and owned by the Company, and which are not directly related to any business dealings with the Independent Contractor, are implied or granted by the Company to the Independent Contractor under this Agreement.

11. Sub-Contracting

The Independent Contractor may not sub-commission or sub-contract any Assignment or part of any Assignment from the Company without the Company’s prior knowledge and consent or without defining the changed responsibilities between the Parties

12. Fees and Expenses

12.1 The Company will pay the Independent Contractor at the rate set out in each Instruction and unless otherwise agreed in writing such fees shall be exclusive of value added tax but inclusive of all other charges

12.2 The Company shall reduce the fees payable to the Independent Contractor by the amount equal to the international transaction bank fee, any currency conversion fees and post age.

12.3 No variation in the price nor extra charges shall be accepted by the Company after the PO has been issued and the Assignment has started.

12.4 The Company will pay the Independent Contractor the agreed rate within 4 to 8 weeks of receiving an appropriate invoice from the Independent Contractor in respect of the Assignment, provided no negative feedback is received about the submitted translation. If negative feedback or complaint about the quality from the Customer has been received, the Company shall notify the Independent Contractor as soon as reasonably possible and keep them updated on the progress of such quality investigation as well as the consequences this may have for the payment of the submitted invoice.

13. Governing Code

The parties agree that the Institute of Translation and Interpreting Recommended Model General Terms of Business for Commissioned Translation Work (2003) and Model General Terms of Business for Commissioned Interpreting Work (2003) and any subsequent amendments to the same shall apply to the provision of services by the Independent Contractor to the Company and to the Customers and the Independent Contractor agrees to abide in full with the provisions and requirements of the same (except to the extent that such Terms are inconsistent with these terms and conditions)

14. Termination

14.1 The Company may by written notice terminate the Assignment immediately and without liability for compensation or damages if the Independent Contractor:

14.1.1 fails or ceases to perform their duties listed in Clauses 3, 4, 5, 6, 7 under these terms and conditions to the Company’s reasonable satisfaction. Details of reasons for such termination will be provided in the email notifying the Independent Contractor of the termination. Independent Contractor can respond to this email disputing such reasons, but this will not prevent the Assignment from terminating immediately.

14.1.2 dies, becomes bankrupt, has a receiving order made against them, makes any arrangement with their creditors generally or takes or suffers any similar action as a result of debt or is convicted of a criminal offence, other than a motoring offence

14.1.3 fails to comply with their duties listed in Clauses 3, 4, 5, 6, 7 or other obligations under these terms and conditions or any document supplemental to it and the failure if capable of being remedied remains un-remedied throughout the time period provided for such remedy by written notice from the Company. The Company may also decide to terminate the Assignment immediately if any obligations are breached without providing any time for a remedy as per Clause 13.1 above.

14.1.4 becomes incapable or is prevented from carrying out their duties listed in Clauses 3, 4, 5, 6, 7 under these terms and conditions through incapability or any other cause for any period or periods that are reasonably deemed unacceptable by the Company.

14.1.5 any circumstances arise which give the Company reasonable grounds for believing that the Independent Contractor has or may become incapable of performing their duties listed in Clauses 3, 4, 5, 6, 7 or other obligations under these terms and conditions. Details of reasons for such termination will be provided in the email notifying the Independent Contractor of the termination. Independent Contractor can respond to this email disputing such reasons, but this will not prevent the Assignment from terminating immediately.

14.1.6 becomes of unsound mind or a patient within the meaning of the Mental Health Act 1983

14.1.7 ceases to hold any licence or professional qualification which the Company considers necessary or desirable for the performance of their duties under these terms and conditions.

14.2 Independent Contractor shall be notified of the Assignment termination by the Company via email. In some cases when termination of the Assignment needs to be executed immediately and Independent Contractor cannot be reached via email, the notice shall be giving through any other means of communication including but not limited to phone call or text message. Following this, the Company shall send the Independent Contractor an email with all the details regarding the termination.

15. Remedies

Without prejudice to any other right or remedy which the Company may have, if the Services have not been supplied in accordance with, or the Independent Contractor fails to comply with, any of the terms of the Assignment or these terms and conditions the Company shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Services have been accepted by the Company:

15.1 To rescind the Assignment;

15.2 To reject the service product (in whole or in part) arising from the Services and return them to the Independent Contractor on the basis that a full refund for the service product so returned shall be paid immediately by the Independent Contractor;

15.3 At the Company’s discretion to give the Independent Contractor the opportunity at the Independent Contractor’s expense either to remedy any defect or errors in the service product and carry out any other necessary work to ensure that the terms of the Assignment are fulfilled;

15.4 To carry out at the Independent Contractor’s expense any work necessary to make the service product comply with the Assignment and these terms and conditions;

15.5 To claim such damages as may have been sustained in consequence of the Independent Contractor’s breach or breaches of these terms and conditions;

15.6 Reduce the fees paid to the Independent Contractor for the work done by an amount equal to the reduction in fee the Company has had to agree with the Customer due to the Independent Contractor’s failure to comply with the terms of the Assignment and these terms and conditions and/or to cover the additional administration fee for further work carried out by the Company;

15.7 Cancel any other Assignments being undertaken by the Independent Contractor.

16. Non Exclusive Agreement

16.1 The Company does not require the Independent Contractor to carry out the Services exclusively for the Company and understands and accepts that the Independent Contractor may provide simultaneously similar or identical services to those provided under these terms and conditions to other companies organisations or customers

16.2 The Parties agree that nothing in these conditions should be intended to imply any relationship of employer and employee between the Parties

17. Post Termination Obligations

17.1 The Independent Contractor shall not either directly or indirectly solicit on their own behalf or on behalf of any other company firm or organisation the translation or interpreting business of any of the Customers in direct competition with the Company for a period of 6 months following the termination or expiration of the last Assignment.

17.2 The Independent Contractor shall not provide translation, interpreting or other services herein direct to any Customer during the duration of the Assignment or for a period of 6 months following the termination without the express prior knowledge and consent of the Company

17.3 The Independent Contractor shall not at any time after the termination of the Assignment directly or indirectly represent himself as being interested in or employed or in any way connected with the Company or its business

17.4 The Independent Contractor shall not at any time either during or following the termination of the Assignment make any derogatory comment which may have the effect of harming the reputation and/or honour of the Company. Any such actions will be a justification for any remedy or remedies listed in Clause 14 of these terms and conditions to be used.

18. Indemnity

The Independent Contractor shall retain an adequate Professional Indemnity Insurance and agrees to fully indemnify the Company against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:

18.1 breach of the Independent Contractor’s duty of care

18.2 an infringement or alleged infringement of any intellectual property rights caused by the use or supply of the Services and service product

18.3 libel, slander or defamation by the Independent Contractor or any of its employees or sub-contractors

18.4 breach of the confidentiality obligations in Clause 9 above by the Independent Contractor or any of its employees or sub-contractors

18.5 any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Assignment and these terms and conditions by the Independent Contractor

19. Arbitration Procedure

19.1 These terms and conditions shall be governed by and construed in accordance with the law of England and Wales

19.2 Any dispute arising out of or in connection with the Assignment or these terms and conditions, including any question regarding its existence, validity or termination, or the legal relationships established by these terms and conditions, shall be referred to and finally resolved by the Arbitration Panel of the Association of Translation Companies

19.3 It is agreed that:

19.3.1 The Arbitration Panel will nominate two or more arbitrators to consider the case and report to the Arbitration Panel

19.3.2 The arbitrators will be instructed that their verdict may be wholly in favour of one or the other party or on a proportionate basis

19.3.3 The arbitrators’ decision shall be final if unanimous. If the arbitrators’ opinions differ, the final decision rests with the Arbitration Panel, who may, if they wish, appoint an umpire for final adjudication

19.3.4 The parties shall be informed of the Arbitration Panel’s decision

19.3.5 If the complaint is upheld, the defendant shall be liable for the costs of the arbitration in full. If the complaint is not upheld, the complainant shall be liable for the costs of arbitration in full. If the award is proportionate, the cost shall be shared as indicated by the Arbitration Panel

19.3.6 The decision of the Arbitration Panel shall be binding on the parties and shall be final

19.3.7 The place of arbitration shall be London

19.3.8 The language of the arbitration shall be English

20. Force Majeure

20.1 For the purposes of these terms and conditions, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of an utility service or transport network, Royal Mail or equivalent postal/delivery service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

20.2 The Company shall not be liable to the Independent Contractor or any third party for consequences which are the result of a Force Majeure Event.

21. Headings

The numbering and headings to clauses within these conditions are inserted for ease of reference only and shall not affect the construction or interpretation of these conditions.

22. Rights of Third Parties

The Parties agree that it is not intended for any third party to have any rights to enforce any term of these terms and conditions in accordance with the Contracts (Rights of Third Parties) Act 1999.

23. Severability

If any provision of these terms and conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of these terms and conditions and the remainder of such provision shall continue in full force and effect.

24. Variation

Except as expressly provided for in these conditions no variation or amendment of the Assignment or these terms and conditions or oral promise or commitment related to it shall be valid unless committed in writing and signed by or on behalf of both parties.

25. Notices

25.1 Any notice given under these terms and conditions shall be in writing and shall be served either personally by first class post, e-mail or by facsimile transmission.

25.2 Each party’s address for service shall be the address given in the Instruction.

25.3 A notice shall be deemed to have been served:

25.3.1 If it was served in person, at the time of service

25.3.2 If it was served by first class post, 48 hours after it was posted

25.3.3 If it was served by facsimile or email at the time of the transmission

APPENDIX A

Privacy Notice

I hereby consent to information relating to me being processed by the Company in order that it may properly carry out its duties, rights and obligations. I understand that such processing will principally be for vendor probity assessment and accounts payable purposes.

I understand that information about me may include information of a sensitive personal nature including information concerning:

Bank account information

Personal email addresses

Photos

Personal addresses

Passport information

Racial or ethnic origin

Religious beliefs or other beliefs of a similar nature

Membership or non-membership of a trade union

I also understand that the term ‘processing’ includes the obtaining, recording or holding of information or data or carrying out any operation or set of operations on the information or data, including organising, altering (upon receipt or any new or changed data by me), retrieving, consulting, using, disclosing, combining or destroying the information or data for the purposes listed above.

I confirm that I understand that the Company will retain my personal data unless a data destruction request is received. This data is accessible to staff of the Company and not shared with any third parties.

I understand that I am able to exercise my “right to be forgotten”, i.e. to request that my personal data be erased. Any requests for this to be undertaken must be made in writing to the Data Protection Officer. The Data Protection Officer will confirm receipt of this request within 14 working days from the date the request was received.

I understand that I have the right to request access to my personal data. Any Data Subject Access Requests must be made in writing to the Data Protection Officer who will confirm the necessary information within 30 working days from the date the request was received.

When the data subject has requested their data be erased, the Data Protection Officer will confirm within 30 days from the date the request was received that they have taken reasonable steps to ensure this has happened, confirming what data was held, who it was erased by and the date it was erased.

Name

Signature

Date

APPENDIX B

Guildhawk’s Guidance on standards for the Classification, Storage, Disposal and Transmission of Information

MAINTENANCE OF DATA INTEGRITY

Before commencement of any Assignment issued by the Company the Independent Contractor must ensure the following is in place

• All data processing facilities have appropriate and current anti-malware and anti-virus software installed by the Data Processor.

• When requested to work on a project with restricted information, the Data Processor must confirm whether emails can be encrypted using FIPS 140-2 certified software.

• Access control is exercised by the Data Processor ensuring monitors, hard-drives or hard copy data are not overlooked or accessible by any other person.

• Upon completion of the Assignment from the Company, all Information Assets in electronic files and media are deleted by the Data Processor using software that will permanently delete the files and prevent their recovery.

CLASSIFICATION OF INFORMATION

Protective Marking - Description

Public - This information can be released outside the organisation and includes documents or information intended for public disclosure.

Confidential - This information should not be distributed freely internally or externally with any organisation.All client data is classified as confidential unless specified as Restricted

Restricted - This information is only distributed to specialist assigned persons on a strict need - to - know basis.

DISPOSAL OF INFORMATION

Protective Marking - Disposal Arrangements

Public

Disposal of papers documents - Dispose of responsibly, recycle and reuse when practical.

Disposal of electronic files and media - Upon completion of the Assignment from the Company, delete all Information Assets in electronic files and media using software that will permanently delete the files and prevent their recovery.

Note: Every time a file is opened on a PC a temporary file is created, this includes Word documents, emails, web pages, etc.During an Assignment, many electronic files containing Information Assets may be opened, delete all these temporary files.

Confidential and Restricted

Disposal of paper documents: - Shred using a cross cut paper shredder(also known as a ‘confetti - cut’ shredder) shredding the paper to Security Shredding Level 2 Security or higher.With cross cut shredders(Level 2), paper becomes extremely difficult to assemble and read.

Disposal of electronic files and media – Upon completion of the Assignment from the Company, delete all Information Assets in electronic files and media using software that will permanently delete the files and prevent their recovery.

Note: Every time a file is opened on a PC a temporary file is created, this includes Word documents, emails, web pages, etc. During an Assignment, many electronic files containing Information Assets may be opened, delete all these temporary files.

TRANSMISSION

Protective Marking - Acceptable Methods of Transmission

Public

Mail: By post or courier, in a sealed envelope.

Telephone: May be used.

Service Provider networks: May be used.

Public networks/Internet (including email): May be used.

Secure File Transfer Protocol (FTPS): May be used when additional security assurance is required.

Confidential

Mail: By post or courier.The document must be marked Confidential but do not show the protective marking on the envelope.Envelope must be fully addressed to the named recipient and include return address details.

Hand delivery by the Independent Contractor or Company

May be used, provided that Confidential Information Assets (e.g. documents, notebooks) are carried in a bag or container that prevents it from being seen by others.

Telephone: Public Service Telephone Network (PSTN) and digital mobile telephones may be used but caution should be exercised to prevent accidental or opportunistic access to the Information Assets e.g. Being overheard.

Service Provider Networks: - May be used if approved by the Company.

Internet: Documents protectively marked as Confidential may be sent through Internet, for example via email, if basic precautions have been taken to prevent accident al or opportunistic access to the document:

- Recipient is a known and trusted person not an unknown email address or general account e.g. info@ABC.com

- Confidential information containing Personal Data items must be encrypted using WinZip (AES-192) or better

- For other Confidential it ems, information should be protected by good password-protection or encryption using WinZip (AES-192) is also required

Secure File Transfer Protocol (FTPS): - May be used when additional security assurance is required.

Managing a data breach

Any data breach must be reported to the Project Manager in writing within 1 hour or as soon as reasonably possible but no later than 8 hours of this being identified. In cases when data was disclosed to unauthorised recipient, no further communication should be made with the unintended data recipient unless specifically instructed to do so by the Project Manager

The following details must be included in the communication with the Project Manager:

• Nature of Breach, i.e. what data

• Time and date of breach

• Details of breach, i.e. what actions led to data breach

• Intended data recipient

• Actual data recipient

• Any action taken to rectify this breach e.g. outlook message recall function

The email must be titled “URGENT- DATA BREACH

Restricted

Mail: - By post or courier, double enveloped.Do not show protective marking on the outer envelope.Label the inner envelope RESTRICTED.Both envelopes should be fully addressed to the named recipient and include return address details.

Hand delivery by the Independent Contractor or Company personnel:

May be used, provided that Restricted Information Assets (e.g. documents, notebooks) are carried in a bag or container that prevents it from being seen by others.

Telephone: - Public Service Telephone Network (PSTN) may be used for conversations with Information Assets that are RESTRICTED but caution should be exercised to prevent accidental or opportunistic access to the information e.g. Being overheard.

Facsimile: - Should not be used for RESTRI CTED content unless operationally urgent. In such cases, check recipient is on hand to receive prior to transmission, send cover sheet first and wait for confirmation before sending the document itself.

Service Provider Networks and the Internet: - Documents protectively marked as Restricted may be sent through the Service Provider Networks and the Internet using an approved encryption product deemed adequate by the Company for RESTRICTED and when basic precautions have been taken to prevent accidental or opportunistic access to the document e.g.

-Recipient is a known and trusted person not an unknown email address or general account e.g. info@ABC.com

-Document is encrypted using WinZip (AES-192) or better

Secure File Transfer Protocol (FTPS): - May be used to send and receive material.

Managing a data breach

Any data breach must be reported to the Project Manager in writing within 1 hour or as soon as reasonably possible, but no later than 8 hours of this being identified. In cases when data was disclosed to unauthorised recipient, no further communication should be made with the unintended data recipient unless specifically instructed to do so by the Project Manager.

The following details must be included in the communication with the Project Manager:

• Nature of Breach, i.e. what data

• Time and date of breach

• Details of breach, i.e. what actions led to data breach

• Intended data recipient

• Actual data recipient

• Any action taken to rectify this breach e.g. outlook message recall function

The email must be titled “URGENT- DATA BREACH”

ADDENDUM TO GUILDHAWK SUPPLIERS’ STANDARD TERMS AND CONDITIONS OF BUSINESS

THE FOLLOWING TERMS SHALL BE INCLUDED AS PART OF GUILDHAWK’S STANDARD T&Cs FOR ITS SUPPLIERS AND WILL APPLY FOR ANY SUPPLIERS ENGAGED IN GUILDHAWK’S EXPERT IN THE LOOP (EITL) SERVICE PROVISION. IN THE EVENT OF ANY CONFLICT BETWEEN THE LANGUAGE IN SUPPLIERS’ STANDARD TERMS AND CONDITIONS OF BUSINESS AND THIS ADDENDUM, THE TERMS OF THIS ADDENDUM SHALL TAKE PRECEDENCE.

1. Definitions

Assignment - means post-editing work and all other related services provided by the Company and assigned to the Independent Contractor as per each Job Confirmation

Company - means Guildhawk Limited whose registered office is 18th & 19th Floors, 100 Bishopsgate, London, EC2M 1GT, United Kingdom and whose registered company number is 4178109

Expert-in-the-Loop (EITL) - means the post-editing process of reviewing translation output produced by translation software tool and correcting any errors, and making any other necessary changes to bring the quality of the text to that of a publishable human translation, done through Guildhawk’s GAI and other interrelated web applications

GAI - means Guildhawk’s web application for its AI-powered machine translation services

Guildhawk Hub - means Guildhawk’s web application for its Independent Contractors involved in EITL service provision

Independent Contractor - means the person, firm or company who accepts the Assignment

Job Confirmation - means a written confirmation of each Assignment that specifies the agreed fee and other delivery specifications

Purchase Order - means a written confirmation that lists all Assignments undertaken within a given calendar month as per all issued Job Confirmations and that specifies the total amount payable to the Independent Contractor

Services - means the provision of professional post-editing and other related services by the Independent Contactor in accordance with the Assignment

2. Performance of the Contract

2.1 The Company engages the Independent Contractor to provide the Services to the Customers. The Company makes no guarantee of the amount or level of Assignments they will offer to the Independent Contractor.

2.2 The Company will make each Assignment available to group of Independent Contractors for a limited period of time through EITL web application (Guildhawk Hub). The first Independent Contractor to accept the Assignment will be awarded it and be responsible for its delivery.

2.3 The Job Confirmation notification issued by the Company and its receipt by the Independent Contractor means that the Parties have commenced the Assignment and all duties and obligations under these terms and Guildhawk’s Standard T&Cs apply for this Assignment.

2.4 Each Job Confirmation will have an attachment containing source material in bilingual Rich Text Format (RTF) document. The Independent Contractor will only utilise this attachment in the circumstances described in clause 2.6 of this Addendum.

2.5 The Assignment will be done and delivered as per agreed specific instructions and utilising software tools made available to the Independent Contractor. Should the Independent Contactor be unable to follow the instructions and/or utilise the software tools, they will notify the Company immediately via email address provided in the Job Confirmation.

2.6 Should the Independent Contractor not be able to access the content through the required software tool, they will utilise the source material attachment referred to in clause 2.4 of this Addendum and work offline until the Company can re-establish access to the required software tool.

3. EITL Process

3.1 All competencies and duties listed in Guildhawk’s Standard T&Cs for translators and post-editors apply to EITL service delivery except as specified in this Addendum.

3.2 The Independent Contractor shall review the existing output against the most common issues that occur in the raw output of translation produced by a software tool – a checklist is provided in Annex 1 of this Addendum.

3.3 The Independent Contractor acknowledges that the EITL process does not accommodate submission of queries and requests for clarification of the source text and will rely on their subject matter expertise, independent research, and provided translation memories, term bases and reference material (when applicable and available) in order to deliver the optimal quality output that is fit for purpose.

3.4 The Independent Contractor acknowledges and accepts that timely delivery of the EITL Services will be of essence and missing the delivery deadline specified in the Job Confirmation will constitute breach of contract.

3.5 Any scope change or delivery deadline extension requests need to be communicated to the Company via the email provided in the Job Confirmation. Should the Company not expressly approve a scope change or delivery deadline extension request by the Independent Contractor within 1 hour of it being sent, the Independent Contractor should consider such request to be denied and will remain fully responsible for the delivery of the Services as per initial Job Confirmation.

4. Guildhawk Hub

4.1 The Company will create an account for the Independent Contractor on Guildhawk Hub web app and will provide access details to the Independent Contractor.

4.2 Guildhawk Hub web app Terms of Use can be accessed here: www.guildhawkhub.com/terms-of-use.

4.3 It is mandatory to have an account through Guildhawk Hub in order to provide EITL Services. Should the Independent Contractor close their Guildhawk Hub account or choose not to create one after signing this Addendum, they will not be eligible to receive any EITL Assignments and the terms of this Addendum will not apply to them.

5. Fees and Payment Terms

5.1 Once the Independent Contractor accepts the Assignment and Job Confirmation is issued, they are responsible for the delivery of fully completed Assignment by the indicated deadline. Should the Independent Contractor not deliver the Assignment, deliver only partially completed Assignment or deliver it later than the agreed deadline, unless scope changes or extension have been agreed with the Company in advance as per clause 3.5 if this Addendum, the Company will not be liable to pay the Independent Contractor the fees agreed for that Assignment.

5.2 The Company will pay the Independent Contractor EITL rate per source word as agreed with the Independent Contractor in advance and specified in each Job Confirmation.

5.3 The Independent Contractor will invoice the Company on a monthly basis for all fully completed EITL Assignments that month after receiving a Purchase Order with total amount of Fees from the Company.

5.4 The Company will pay the Independent Contractor within 30 days from receipt of their monthly invoice.

Independent Contractor Name:

Signature:

Date:

ANNEX 1

Checklist for the correction of common issues in raw MT output:

• Check for any information that has been accidentally added or omitted.

• Carefully check antonyms and negation, such as “right” and “left”, “do” and “do not”.

• Check for proper nouns that have been translated that should be left untranslated e.g. company names, brand names and people’s names.

• Check for incorrect capitalisation.

• Check for incorrect or overly literal word order.

• Check for incorrect gender, agreement and verb inflection.

• Check that formatting (such as bold and italics) is correctly reproduced in the target.

• Check that tags have been correctly transferred to the target.