NDA & SLA

NDA (NON-DISCLOSURE AND NON-COMPETITION AGREEMENT)

AGREEMENT made between Okodia SLU, VAT No. ES-B65659963 and postal office at C/ Núria 57, 08191 Rubí, Barcelona, Spain (“Okodia”) and Vendor («Recipient»), with VAT/ID No. and Offices registered as indicated in this Registration system.

WHEREAS Okodia is willing to provide to the Recipient certain confidential and proprietary information for the limited purposes, and under the terms and conditions set forth herein,

IN CONSIDERATION of the mutual promises and representations contained in this agreement, and of other good and valuable consideration, the reasonableness and sufficiency of which hereby are acknowledged,

IT IS AGREED AS FOLLOWS:

1. CONFIDENTIAL INFORMATION. Recipient agrees that information disclosed or delivered by Okodia to Recipient and any other information, including but not limited to information learned by Recipient from Okodia employees, agents or through of the property of any such party, that relates to Okodia or Okodia Customers’ products, designs, business plans, business opportunities, finance, research, development, know-how, personnel, confidential information disclosed to with regard to Localization, Translation and Linguistic Services, shall be considered Confidential Information.
2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Recipient agrees to protect Okodia and Okodia Customers’ Confidential Information, using at least the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, but no less than a reasonable degree of care. Recipient will not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees and consultants who have a need to know in order to accomplish Accounting, Localization, Translation and/or Linguistic Services or any other service subcontracted by Okodia and who are bound by a written agreement that prohibits unauthorized disclosure or use of Confidential Information. Recipient agrees to inform Okodia about the names and responsibilities of their employees and consultants who may have access to any information shared by Okodia. Recipient also agrees to obtain Okodia’s previous written agreement on sharing Okodia’s related information with Recipient’s employees or consultants. Recipient agrees that any employee or consultant who may have access to Okodia’s information is bound to this Agreement and need to sign this NDA and send it back to Okodia. Recipient will be responsible for any violation of the terms of this agreement by its employees and consultants. Recipient agrees not to use Confidential Information for any other purpose or for its own or any third party’s benefit, including the fact that Recipient has worked on a project for the Customer via Okodia, without the prior written consent issued by Okodia.
3. RETURN OF CONFIDENTIAL INFORMATION. Within ten (10) business days of written request, and at Okodia’s option, Recipient will either return to Okodia all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Okodia with written certification that all such tangible Confidential Information has been destroyed.
4. TERM. This Agreement shall continue in effect until expressly terminated by either party by written notice to the other, provided however, that the obligations of the parties under sections 2 and 3 of this Agreement shall survive any termination, expiration or cancellation of this Agreement.
5. EQUITABLE RELIEF. Recipient hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Okodia Customers and consequently to Okodia that may be difficult to ascertain. Accordingly, Recipient agrees that Okodia, and each of the other parties identified herein, shall have the right to seek and obtain immediate injunctive relief from breaches of this Agreement, in addition to any other rights and remedies Okodia or such other party may have.
6. COMPETITION. In the case the Recipient accepts to carry out work for one of Okodia’s Customers, the Recipient automatically undertakes not to seek work directly for this Customer, and the Recipient will not contact any of Okodia’s Customers during the term of this agreement, and for a period of three (3) years from the date of the last work carried out for the Customer through Okodia, for the purpose of soliciting business in competition with Okodia. This regulation does not apply in the case the Recipient has rendered services directly to the Customer prior to acceptance of an assignment from Okodia, and in the case the Recipient informs Okodia of a past and/or current relationship with the Customer prior to accepting the assignment.
7. USE OF PERSONAL DATA. In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, the personal data provided and collected during the selection process or from curriculums will be processed and automatically included in the personal data files for which Okodia SLU is responsible. Personal data are collected and stored in these files for the exclusive purpose of forming part of the personnel selection, job bank and recruitment processes carried out, as well as for the effective performance of the jobs for which people are hired, on a regular or one-off basis.

The data subject gives their consent to the processing of their personal data for the aforementioned purpose. In the event of any changes to your personal data, please notify us of this in writing so that we can keep your personal data file updated. Similarly, the data subject releases Okodia from any responsibility due to the lack of updating of these data.

Its legitimacy for the collection of your data is based on this agreement signed with Okodia SLU.

Equally, we inform you that to comply with legal, tax, employment and procedural obligations, your data may be notified to:

• Public administrations (Social Security, Tax Agency, Grants/Fundings).
• Mutual insurance companies for labour protection and services for occupational risk prevention or the preservation of workers’ health.
• Those entities, clients or suppliers that require the identification of employees or for which such identification is necessary:
  • banks for the payment of wages, insurance companies, projects, training, messaging, leasing, etc.
  • third party companies to which Okodia SLU outsources tasks such as administrative, tax, labour and accounting management.
• Your data will not be transferred for purposes other than those described above.

Okodia SLU guarantees the correct use of the information and, in particular, the full confidentiality of the personal data contained in our files, as well as full compliance with the obligations regarding the protection of personal data.

In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, Okodia SLU undertakes to respect your confidentiality in the processing of your personal data, and informs you that you have the right to exercise the rights of access, rectification, cancellation, opposition, limitation and portability of your personal data by written request, enclosing a photocopy of your national identity document (DNI) or passport, addressed to Okodia SLU at the following address: C/ Núria 57, 08191 Rubí (Barcelona).
Similarly, we inform you that the Spanish Data Protection Agency is the competent body for the protection of these rights.

8. APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed by Spanish legislation. Okodia – Translation Group, its rightful owner and the Recipient, hereby submit to the jurisdiction of the Courts and Tribunals of Barcelona, Spain, with express waiver of any other jurisdiction to which they might have recourse.
   IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representative as of the date when this Agreement is accepted.

SLA (VENDOR SERVICE LEVEL AGREEMENT)

Agreement made by and between Okodia SLU, VAT No. ES-B65659963 and postal office at C/ Núria 57, 08191 Rubí, Barcelona, Spain (“Okodia”) and the Vendor (“Vendor” or “Recipient”), with VAT/ID No. and Offices registered as indicated in this Registration system.

This Agreement is made voluntarily and is considered a contract for service, subject to Spanish Law, and where it conflicts with any statute it shall be considered the inferior agreement. In addition, this Agreement does not create nor can it be interpreted to create any relationship between the parties other than what is agreed in writing between the parties.

This Agreement does not constitute a commitment or obligation on the part of Okodia to engage the Vendor to provide any services to Okodia.

The obligations set forth in this Agreement shall continue in effect after the completion of the services, regardless of whether or not the Vendor remains associated, either directly or indirectly, with Okodia, its agents and/or partners.

This Service Level Agreement must be accompanied by the Okodia Non-Disclosure and Non-Competition Agreement and the Appendix/Appendices applicable to the Vendor’s business.

Use of Information
The Vendor shall not make use of any information disclosed to, produced by or accessed by him/her in connection with this Agreement for any purpose other than to supply services to Okodia.

Representation
The Vendor hereby warrants and represents that the services performed for Okodia will be his/her own work and will not be copied from the work of someone else nor assigned, transferred or subcontracted in whole or in part to any third party, without the prior written consent of Okodia, which consent may be withheld for any reason. The Vendor further understands that any breach of this clause may subject him/her to charges of fraud, which may be actionable by law. This Agreement shall be binding upon the Vendor’s heirs, successors, and permitted assignees.

Services Warranty
The Vendor warrants that s/he has no agreement with or obligations to others which would prevent him/her from performing the services hereunder or that would require him/her to obtain the prior consent of any third party in order to perform the services.

The Vendor further represents and warrants the following:

1. Language services will be performed by professionals who are native speakers of the target language with
    formal higher education in translation/interpreting and/or foreign languages; OR
    formal higher education in any other subject plus at least two years’ documented professional experience in translating/interpreting; OR
    at least five years’ documented experience in translating/interpreting
   AND
    excellent command of the source language
2. Other services will be performed by professionals with at least one year’s documented professional experience in the corresponding area.
3. The services and products do not and will not infringe upon, violate, or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party.
4. All services provided (language services, interpreting services, DTP services, engineering services, audio services) will meet the criteria set forth in the appropriate Appendix to this Agreement.
5. All reports will be provided in English or Spanish (as requested), and in a format and register suitable for submission to a customer.

Performance
The Vendor understands that high quality of service, compliance with instructions and specifications set forth for each assignment, and best practice are required for each assignment as part of Okodia’s superior service to its customers. Vendor performance will be monitored and corrective actions put in place to remedy poor performance situations.

The Vendor agrees to collaborate with Okodia with a view to provide superior services at all times, based on the results of continuous feedback and regular Vendor performance reviews conducted by Okodia. The management teams agree to periodically, not greater than yearly intervals, review any requirements from Okodia and implement such quality and/or process improvements that may lead to better quality at reduced costs to both parties.

The Vendor agrees in particular to comply with the requirements set out in the appropriate Appendix to this Agreement as well as all project specifications communicated for each project.

Remedies
The Vendor shall reimburse and indemnify Okodia for any losses or damages incurred by Okodia as a result of any breach of this Agreement, poor performance or non-compliance with timelines, instructions, good practices and/or specifications for each assignment, by the Vendor.

Purchase Orders
A statement of work (SOW) specifying the scope of work and workload will be issued for all tasks, at the beginning of the job, along with a purchase order (PO) number with the same information and payment information, as agreed with the Vendor. Where it is not possible to issue a PO/SOW on project commencement, the PO/SOW will be issued as soon as the project scope is known.

Okodia may at any time modify or add to the scope of the services agreed to between the parties upon written notice to the Vendor specifying the desired modifications or additions to the same degree of specificity as in the original specifications. The Vendor agrees that modifications or additions which are not considered by both parties to be substantial will be performed by the Vendor at no additional cost. If the modifications are deemed substantial by both parties, the Vendor will submit to Okodia an estimate of the time and cost to carry out such modifications. The parties must agree to the estimate in writing, prior to either party being bound to its terms and before carrying out any work that exceeds the scope of the original scope agreed. The performance of any modified services by the Vendor shall be governed by the terms and conditions of this Agreement.

Submission of Invoices
All electronic invoices must be created directly into our TMS system (Plunet) or submitted electronically to invoices@okodia.com.

Only one single electronic invoice must be submitted monthly and it shall contain all the jobs carried out during said month. The invoice date shall coincide with the date of invoice submission to Okodia.

Invoices must quote the PO number and PO amount quoted for each task.

Should there be a discrepancy between invoice and PO issued, the invoice will be forwarded to the relevant Okodia Project Manager who will liaise with your team to ensure the invoice matches our records. As necessary, you may need to submit a revised invoice.

Please check the online Invoice information file for any requirement and information regarding invoicing.

Payment for Services
Okodia shall use all reasonable efforts to pay the Vendor during the last week of each month.

Okodia will endeavour to make payments in the most cost-effective manner possible including bank transfer, PayPal, etc.

Please check the online Invoice information file for any requirement and information regarding invoicing.

Archives/Back-up
The Vendor shall keep a full electronic and up-to-date backup copy of all project files for the duration of the project and for at least three months after project completion.

Data Security
The Vendor agrees to implement any necessary electronic data security steps in order to protect the confidentiality and security of all data and information received from Okodia.

Conflict of Interest
The Vendor warrants that s/he will not knowingly engage in any activity which may be construed as a conflict of interest while s/he is collaborating with Okodia. In the event that a conflict arises, the Vendor will immediately inform Okodia and, upon Okodia’s request, the Vendor will either immediately sever his/her collaboration with Okodia or with the party causing such conflict.

Non-Solicitation / Non-Competition
During the term of the Vendor’s engagement with Okodia and for a period of three (3) years from the date of the last work carried out for the Client through Okodia, the Vendor will not directly or indirectly approach any for whom Okodia is providing services with the intention of providing such services, or similar Services, directly to the Client Company. All communication will be through Okodia unless otherwise authorized by Okodia in writing. The Vendor will promptly notify Okodia if s/he is approached directly or indirectly by the Client Company to perform the work for which it has been engaged by Okodia to perform for Customer Company, or by a competitor of Okodia to perform the work for which it has been engaged by Okodia to perform for Client Company.

Similarly, the Vendor agrees not to solicit or encourage, or cause others to solicit or encourage, any employees or partners, suppliers or collaborators of Okodia to terminate their employment or engagement with Okodia for three (3) years after the expiration or termination of this Agreement.

Relationship of the Parties
The Vendor is an independent contractor and shall not be deemed to be an in-house employee of Okodia for any purpose. The Vendor will not be entitled to participate in any of Okodia’s employee benefits programs. Okodia will not be responsible to the Vendor for any payroll-related taxes related to the performance of the services.

Entire Agreement
This Agreement constitutes the entire agreement between the parties relating to the subject matter contained herein and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the prior written consent of both the Vendor and Okodia. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

Survival
Notwithstanding the termination of the Vendor’s engagement, this Agreement shall survive such termination for the terms set in this Agreement. This Agreement does not in any way restrict the Vendor’s right or the right of Okodia to terminate his/her engagement at any time, for any reason or for no reason, subject to a 30-day prior written notice.

Applicable Law and Jurisdiction
This Agreement shall be governed by Spanish legislation. Okodia, its rightful owner and the Vendor, hereby submit to the jurisdiction of the Courts and Tribunals of Barcelona, Spain, with express waiver of any other jurisdiction to which they might have recourse.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representative as of the date when this Agreement is accepted.

Appendix A – Responsibilities of the Language Services Vendor

Acceptance of an Okodia project constitutes agreement to abide by the conditions set forth in the Service Level Agreement, the requirements outlined below and any project specifications communicated.

1. Quality Criteria
Where not otherwise specified, the Vendor undertakes to deliver a service complying with industry best practice and generally accepted quality criteria for the type of service provided. In particular, the Vendor must:

1. Deliver a human professional native translation
2. Deliver a linguistically accurate translation which is stylistically appropriate for the target market/reader
3. Ensure that terminology is correct and appropriate for the target domain
4. Ensure that terminology is consistent across all files within a project and with any reference materials provided (glossary, termbase, translation memory, previous translations, website, software strings, etc.)
5. Comply with all customer-specific and project-specific instructions given (including style guides, previous translations, query answers, customer reviewer corrections, etc.)
6. Thoroughly review all of the files so that grammar, spelling and punctuation are 100% correct and all conventions of the target language are adhered to.
7. Where CAT tools are used, provide bilingual files containing no tag errors and cleaned files containing no formatting errors
8. Provide final cleaned files reproducing the layout and formatting of the source document.

2. Failure to Comply with Quality Criteria
Okodia may carry out quality assessments on work submitted by Vendors. Okodia reserves the right to decline any work which does not comply with the quality criteria stated above and in any other specifications communicated.

If work is refused for not meeting the requisite standards, the Vendor agrees to make necessary corrections without additional cost or, if Okodia believes the Vendor to be incapable of making the necessary corrections, reimburse Okodia up to the total Purchase Order (PO) amount for the additional expense of having the corrections completed elsewhere.

3. Communication with Okodia
The Vendor agrees to maintain good communication with Okodia throughout the course of a project, and will in particular:

• on commencement of a project, review statements of work (SOW), project POs and all other project materials provided, and raise queries if anything is missing or unclear within 24 hours or as soon as possible thereafter
• submit timely queries to Okodia in the template and format requested.

4. Timelines
The Vendor undertakes to ensure timely performance of all services s/he is engaged to perform in agreement with the delivery timelines agreed for each project. Where unforeseen circumstances prevent on-time delivery, the Vendor must inform Okodia immediately any potential delay becomes known in order to permit timely action to be taken.

In the event of repeated or punctual failure to adhere to agreed timelines, or failure to work proactively with Okodia in the event of schedule delays, Okodia reserves the right to reduce the Purchase Order (PO) amount for the delayed deliverable or to cancel the project in its entirety.

Neither party, however, shall be responsible for any delays that are not due to such party’s fault or negligence or that could not have reasonably been foreseen or provided against, including force majeure.

5. Deliverables
Project deliverables to Okodia are: clean files, bilingual files, and/or any other additional materials as specified in the Statement of Work (SOW).

The Vendor shall deliver glossaries, translation memories or any other additional material produced in direct relation to the execution of the purchase order to Okodia at the job completion as specified in writing by Okodia.

6. Service Definitions

a. Translation
When commissioned for translation only, the Vendor shall provide a translation carried out by a professional human native-speaking translator and compliant with the quality criteria specified in section 1. In particular, the translator must review and edit his or her own work before submission.

Under this Service it is strictly forbidden to perform automatic translations (with or without further review) and that only human professional translations are accepted, according to translation best practices. In case this instruction is not followed, the job shall not be paid and the linguist shall be immediately disqualified.

b. Back-Translation
Back-translations are reversed translations from the initial target language into the original source language (in most cases, they result in a back-translation from any language into English). This is usually part of a Quality Assurance process: once both the original file and the back-translation are available, both are compared in a Reconciliation Service, and potential meaning and content errors may be uncovered (and could be eventually fixed).

In order to fulfill its purpose, back-translations must be as literal as possible, and they may not always read fluently because its main purpose is not to be natural, but to be accurate and reproduce (to the best extent possible) the exact meaning in the language the document was initially translated into.

When commissioned for back-translation only, the Vendor shall provide a back-translation carried out by a professional human native-speaking translator and compliant with the quality criteria specified in section 1. In particular, the translator must review and edit his or her own work before submission. Additionally, if the translator spots any potential error worth mentioning while working on this request, it is expected to also share this information with the Project Manager, so the latter can double-check it later on and fix it if appropiate.

Under this Service it is strictly forbidden to perform automatic translations (with or without further review) and that only human professional translations are accepted, according to translation best practices. In case this instruction is not followed, the job shall not be paid and the linguist shall be immediately disqualified.

c. Machine Translation Post-Edition
When commissioned for Machine Translation Post-Edition, the Vendor shall correct the translation generated by a machine translation, which will be already provided by Okodia, so it meets the quality criteria indicated by Okodia under this Service according to the specifications in each job. In particular, the translator must review and edit his or her own work before submission.

d. Proofreading/Review
For the purposes of this Agreement, proofreading/review is understood as the process of comparing the entire target text to the entire source text and reviewing for completeness, correctness, accuracy, consistency, terminology, adherence to instructions, glossary and style guide (if available) and language and punctuation.

Deliverables are files edited to incorporate suggested changes to remove any errors detected. Where the file format permits it, proofreading shall be carried out directly in the bilingual file. Where the file format does not permit it, proofreading shall be carried out with suggested changes tracked.

If requested by Okodia, a feedback regarding the translation quality (spelling, grammar, adequacy, register, omissions, completeness, consistency, accuracy, etc.) shall be required.

e. TEP
When commissioned for TEP (translation/edit/proof), the Vendor shall provide a translation carried out by a professional human native-speaking translator and compliant with the quality criteria specified in section 1 which has in addition been proof-read by a second native-speaking translator as per paragraph d. above. The service provided for TEP shall be compliant with ISO17100:2015.

Under this Service it is strictly forbidden to perform automatic translations (with or without further review) and that only human professional translations are accepted, according to translation best practices. In case this instruction is not followed, the job shall not be paid and the linguist shall be immediately disqualified.

f. Transcription
Process of transcribing. In other words, the Vendor shall make a written copy of any audiovisual content with its corresponding timestamp guidelines by listening to it and writing into text form the exact wording the speaker uses.

g. Linguistic QA
Linguistic QA is understood as the process of comparing a specified extract of the target text to the source text and reviewing for completeness, correctness, accuracy, consistency, terminology, adherence to instructions, glossary and style guide (if available) and language and punctuation and reporting any errors detected such that the translator can correct them.

Deliverable is a completed Linguistic QA report in the format request by Okodia.

h. Reconciliation
This is usually part of a Quality Assurance process: once both the original file and the back-translation are available, both are compared, and potential meaning and content errors or confusions may be spotted (and could be eventually fixed in a later step).

The Vendor shall compare the source material and the back-translated version and look for potential issues, such as confusing expressions, discrepancies in meaning or usage of wrong terminology (if the client requested the use of any glossary). Vendors shall compile all this information and send it to the Project Manager.

Deliverables shall be the document reconciliated with all the relevant comments included in them and any other task-related documentation if relevant, such as a glossary or the source file if they need any sort of further adjustment. The file extension may be previously agreed with the Project Manager (i.e., the task may be performed why using the Comments feature from Word, or maybe by simply listing all issues in a document).

i. Sworn/Certified Translation
When commissioned for sworn/certified translation only, the Vendor shall provide a translation carried out by a professional sworn translator (or certified translator, public notary, etc. according to the laws and rules of each country) and compliant with the quality criteria specified in section 1. In particular, the translator must review and edit his or her own work before submission.

Deliverable is a completed sworn translation, signed and sealed accompanied by a sworn statement.

Delivery shall be done to the address indicated by Okodia in the Statement of Work (SOW) and shall NOT contain any advertising brochure, sheet, business card, etc., that may not be in compliance with this SLA.

7. Rates
The Vendor’s agreed per-word translation or TEP rate, as applicable, shall cover translation/TEP plus the following:

1. Implementation of all answers to project queries in all files and TM.
2. Review and implementation as necessary of comments and changes proposed by Okodia’s proofreader and/or linguistic QA (LQA) reviewer in all files and TM and provision of feedback on LQA reports.
3. Review and implementation as necessary of feedback from Okodia’s Internal Quality Control (IQC) reviewer in all files and TM and provision of feedback on IQC reports.
4. Implementation of one round of client review comments in all files and TM, and compilation of a report on client review in the template and format requested, using a language and register suitable for submission to a customer.

8. CAT Tool Translations – Responsibilities of the Vendor
Responsibilities for full words/no matches: Ensure consistency with legacy translations in the TM.
Responsibilities for fuzzy matches: Modify TM translations to correspond to source text.
Responsibilities for 100% matches: Review 100% matches for suitability for context and amend where necessary UNLESS otherwise specified by Okodia in project-specific instructions.

Appendix B – Responsibilities of the Interpreting Vendor

Acceptance of an Okodia project constitutes agreement to abide by the conditions set forth in the Service Level Agreement, the requirements outlined below and any project specifications communicated.

1. Quality Criteria
Where not otherwise specified, the Vendor undertakes to deliver a service complying with industry best practice and generally accepted quality criteria for the type of service provided. In particular, the Vendor must:

• Prepare fully for the assignment as regards terminology, subject specialist knowledge, etc.
• Attend the assignment punctually and as arranged
• Observe general standards of professional dress and conduct.

2. Failure to Comply with Quality Criteria
Okodia may carry out quality assessments on work by interpreting Vendors. Okodia reserves the right to decline any work which does not comply with the quality criteria stated above and in any other specifications communicated.

If work is refused for not meeting the requisite standards, the Vendor agrees to reimburse Okodia up to the total Purchase Order (PO) amount.

3. Communication with Okodia
The Vendor agrees to maintain good communication with Okodia throughout the course of a project, and will in particular:

• on commencement of a project, review statements of work (SOW), project POs and all other project materials provided, and raise queries if anything is missing or unclear within 24 hours or as soon as possible thereafter
• submit timely queries to Okodia in the format requested
• contact Okodia for debriefing discussion to discuss the assignment.

4. Timelines/cancellation
The Vendor undertakes to ensure on-time performance for all services s/he is engaged to perform.

Where unforeseen circumstances prevent attendance at the assignment, the Vendor must inform Okodia immediately any potential delay becomes known in order to permit timely action to be taken.

In the event the Vendor does not carry out on-time performance or informs Okodia his/her intentions of not attending at the assignment due to foreseen circumstances or other scheduled commitments, with short frame time prior to the commencement of the assignment, Okodia reserves the right to carry out legal actions.

Neither party, however, shall be responsible for any delays that are not due to such party’s fault or negligence or that could not have reasonably been foreseen or provided against, including force majeure.

Appendix C – Responsibilities of Engineering/DTP/Audio Vendor

Acceptance of an Okodia project constitutes agreement to abide by the conditions set forth in the Service Level Agreement, the requirements outlined below and any project specifications communicated.

1. Quality Criteria
Where not otherwise specified, the Vendor undertakes to deliver a service complying with industry best practice and generally accepted quality criteria for the type of service provided. In particular, the Vendor must:

1. Provide files in the platform, format and version requested
2. Comply with all customer-specific and project-specific instructions given.

2. Failure to Comply with Quality Criteria
Okodia may carry out quality assessments on work submitted by DTP/engineering/audio Vendors. Okodia reserves the right to decline any work which does not comply with the quality criteria stated above and in any other specifications communicated.

If work is refused for not meeting the requisite standards, the Vendor agrees to make necessary corrections without additional cost or, if Okodia believes the Vendor to be incapable of making the necessary corrections, reimburse Okodia up to the total Purchase Order (PO) amount for the additional expense of having the corrections completed elsewhere.

3. Communication with Okodia
The Vendor agrees to maintain good communication with Okodia throughout the course of a project, and will in particular:

• on commencement of a project, review statements of work (SOW), project POs and all other project materials provided, and raise queries if anything is missing or unclear within 24 hours or as soon as possible thereafter
• submit timely queries to Okodia in the template and format requested.

4. Timelines
The Vendor undertakes to ensure timely performance of all services s/he is engaged to perform in agreement with the delivery timelines agreed for each project. Where unforeseen circumstances prevent on-time delivery, the Vendor must inform Okodia immediately any potential delay becomes known in order to permit timely action to be taken.

In the event of repeated or punctual failure to adhere to agreed timelines, or failure to work proactively with Okodia in the event of schedule delays, Okodia reserves the right to reduce the PO amount for the delayed deliverable or to cancel the project in its entirety.

Neither party, however, shall be responsible for any delays that are not due to such party’s fault or negligence or that could not have reasonably been foreseen or provided against, including force majeure.

5. Service Definitions

a. File Preparation
The Vendor shall check and prepare files that are not initially compatible to perform a translation task. Some examples are files extracted from websites that contain too many tags, making the translation process more tedious or file extensions that are not compatible with a CAT tool. As a result, adapting the files and setting the right configuration either before and/or after should make the translation process easier and more productive.

Alternatively, File Preparation tasks may involve solving technical problems encountered during the translation process.

b. File conversion (OCR)
File conversion is understood as the process where non-editable files (usually those with PDF extension) are processed and converted into an equivalent, editable version (usually in DOCX extension). The Vendor shall ensure that the editable file sent is a faithful copy of the original version, with no information missing, the most similar formatting possible and with no typos.

c. Desktop Publishing (DTP)
Desktop Publishing in our translation context is understood as the adaptation of documents using page layout software. The Vendor is expected to adapt the translated content (text boxes, fonts, etc.) so that they look as similar as possible as the source.

The deliverables would be the editables files (i.e. a full InDesign package) and, usually, the corresponding final PDF versions, so the content can be checked even on computers that do not have the DTP software.

d. Voiceover
Voiceover is the production where the voice of a narrator is used for video production, radio, films… The Vendor is expected to reproduce orally a written text given focusing on pace, rhythm, entonation, etc.

6. Rates
The Vendor’s agreed rate, as applicable, shall cover provision of the service plus the following:

• One round of changes as required by Okodia’s internal quality control team, if necessary.
• One round of changes requested by the customer in the course of client review activities, if required.