Dear Partner,

Wagner Consulting´s staff welcomes you and we are excited for you joining the firm as a partner / vendor. Before we can actually use your service, you need to go over several documents from our end, outlining our future cooperation and making you aware of what we are expecting.

As Wagner Consulting is working according to both DIN and ISO standards, please make sure to make yourself familiar with them, as these are part of our cooperation.

The most important DIN and ISO standards are DIN 15038 as well as ISO 17100.

It is in your own personal responsibility to make yourself familiar with changes in industry practices and standards that we apply and stay up-to-date.

Wagner Consulting has its own Training and Education Division where you can sign up and participate in trainings. Some trainings are free, some trainings are NOT free and we charge for them. This fee is being used to enlist and maintain well trained and professional staff at our end and to ensure that our firm meets the challenging needs of today´s industry.

Therefore, if you feel unsure about a working process or need support with technology, contact your PM or enlist in a training program by contacting our Vendor Management Team at vendor@wagner-international.com. They will inform you about terms for such a course / program as well as the fees. Please not the fees are competitive.

Should you ever run into any confusion or query in our firm, please contact our Vendor Team at vendor@wagner-international.com, they can direct you either to the correct division or help you resolve any query issue.

Invoices are processed by our accounts payable division. You need to submit them your invoice through the process described in our “invoicing guidelines”.

Please note that by entering into any business transaction with Wagner Consulting or carrying out work for Wagner Consulting LLC you agree to the below, if you disagree to any of our below terms, guidelines, policies or other, you unfortunately cannot accept any work for Wagner Consulting LLC or its subsidiaries, especially WI Communications Limited.

TERMS OF USE

Version Date: August 01, 2017

TERMS OF USE AGREEMENT

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and Wagner Consulting LLC and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of the websites from or of Wagner Consulting LLC, as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Website”). The Website provides the following service: Vendor Platform, Project Management Platform, Invoicing Platform, Marketing Platform, other services (“Company Services”). Supplemental terms and conditions or documents that may be posted on the Website from time to time, are hereby expressly incorporated into this Agreement by reference.

Company makes no representation that the Website is appropriate or available in other locations other than where it is operated by Company. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) are not permitted to register for the Website or use the Company Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE WEBSITE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE WEBSITE.

PURCHASES; PAYMENT

Company bills you through an online billing account for purchases of products and/or services. You agree to pay Company all charges at the prices then in effect for the products you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Sales tax will be added to the sales price of purchases as deemed required by Company. Company may change prices at any time. All payments shall be in U.S. dollars.

REFUND POLICY

All sales are final and no refunds shall be issued.

USER REPRESENTATIONS

Regarding Your Registration

By using the Company Services, you represent and warrant that:

A.　all registration information you submit is truthful and accurate;
B.　you will maintain the accuracy of such information;
C.　you will keep your password confidential and will be responsible for all use of your password and account;
D.　you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Website; and
E.　your use of the Company Services does not violate any applicable law or regulation.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).

Regarding Content You Provide

The Website may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Company and/or to or via the Website, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively "Contributions"). Any Contributions you transmit to Company will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that:

A.　the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
B.　you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Company and the Website users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement;
C.　you have the written consent, release, and/or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by this Website;
D.　your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Company), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
E.　your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or well-being of minors;
F.　your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
G.　your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation.

CONTRIBUTION LICENSE

By posting Contributions to any part of the Website, or making them accessible to the Website by linking your account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Company an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. Company does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.

Company has the right, in our sole and absolute discretion, to (i) edit, redact or otherwise change any Contributions, (ii) re-categorize any Contributions to place them in more appropriate locations or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement.

By uploading your Contributions to the Website, you hereby authorize Company to grant to each end user a personal, limited, non-transferable, perpetual, non-exclusive, royalty-free, fully-paid license to access, download, print and otherwise use your Contributions for their internal purposes and not for distribution, transfer, sale or commercial exploitation of any kind.

GUIDELINES FOR REVIEWS

Company may accept, reject or remove reviews in its sole discretion. Company has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Those persons posting reviews should comply with the following criteria: (1) reviewers should have firsthand experience with the person/entity being reviewed; (2) reviews should not contain: offensive language, profanity, or abusive, racist, or hate language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity; (3) reviewers should not be affiliated with competitors if posting negative reviews; (4) reviewers should not make any conclusions as to the legality of conduct; and (5) reviewers may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by Company, and do not represent the views of Company or of any affiliate or partner of Company. Company does not assume liability for any review or for any claims, liabilities or losses resulting from any review. By posting a review, the reviewer hereby grants to Company a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable and sublicensable license to Company to reproduce, modify, translate, transmit by any means, display, perform and/or distribute all content relating to reviews.

MOBILE APPLICATION LICENSE

Use License

If you are accessing the Company Services via a mobile application, the Company grants you a revocable, non-exclusive, non-transferable, limited right to install and use the application on wireless handsets owned and controlled by you, and to access and use the application on such devices strictly in accordance with the terms and conditions of this license. You shall use the application strictly in accordance with the terms of this license and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the application; (c) violate any applicable laws, rules or regulations in connection with your access or use of the application; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Company or its affiliates, partners, suppliers or the licensors of the application; (e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (g) use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (i) use any proprietary information or interfaces of Company or other intellectual property of Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application.

Terms Applicable to Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the Company Services. You acknowledge that this Agreement is concluded between you and Company only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Company, not an App Distributor, is solely responsible for the Company application and the content thereof. (1) SCOPE OF LICENSE: The license granted to you for the Company application is limited to a non-transferable license to use the Company application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service. (2) MAINTENANCE AND SUPPORT: Company is solely responsible for providing any maintenance and support services with respect to the Company application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Company application. (3) WARRANTY: Company is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Company application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Company application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Company application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Company’s sole responsibility. (4) PRODUCT CLAIMS: You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (5) INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party claim that the Company application or your possession and use of the Company application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. (6) LEGAL COMPLIANCE: You represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties. (7) THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third party terms of agreement when using the Company application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Company application. (8) THIRD PARTY BENEFICIARY: Company and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.

SOCIAL MEDIA

As part of the functionality of the Website, you may link your account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Website; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “Social Network Content”) so that it is available on and through the Website via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Website. Please note that if a Third Party Account or associated service becomes unavailable or Company’s access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Website. You will have the ability to disable the connection between your account on the Website and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any Social Network Content. You acknowledge and agree that Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Website. At your request made via email to our email address listed below, or through your account settings (if applicable), Company will deactivate the connection between the Website and your Third Party Account and delete any information stored on Company’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Company Services ("Submissions") provided by you to Company are non-confidential and Company (as well as any designee of Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES

You may not access or use the Website for any other purpose other than that for which Company makes it available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Prohibited activity includes, but is not limited to:

A.　attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website
B.　attempting to impersonate another user or person or using the username of another user
C.　criminal or tortious activity
D.　deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website
E.　deleting the copyright or other proprietary rights notice from any Website content
F.　engaging in any automated use of the system, such as using any data mining, robots or similar data gathering and extraction tools
G.　except as may be the result of standard search engine or Internet browser usage, using or launching, developing or distributing any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Website, or using or launching any unauthorized script or other software
H.　harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you
I.　interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website
J.　making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses
K.　selling or otherwise transferring your profile
L.　systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company
M.　tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords
N.　using any information obtained from the Website in order to harass, abuse, or harm another person
O.　using the Company Services as part of any effort to compete with Company or to provide services as a service bureau
P.　using the Website in a manner inconsistent with any and all applicable laws and regulations

INTELLECTUAL PROPERTY RIGHTS

The content on the Website (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the United States and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

Company Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks.

THIRD PARTY WEBSITES AND CONTENT

The Website contains (or you may be sent through the Website or the Company Services) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

SITE MANAGEMENT

Company reserves the right but does not have the obligation to:

A.　monitor the Website for violations of this Agreement;
B.　take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
C.　in Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy;
D.　in Company’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems;
E.　otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.

PRIVACY POLICY

We care about the privacy of our users. Please review the Company Privacy Policy. By using the Website or Company Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Website or the Company Services, you are consenting to the terms of our Privacy Policy.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.

In order to protect the integrity of the Website and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and Company Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.

If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS

To Agreement

Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.

To Services

Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.

DISPUTES

Between Users

If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company Services.

With Company

A. Governing Law; Jurisdiction. This Agreement and all aspects of the Website and Company Services shall be governed by and construed in accordance with the internal laws of the State/Commonwealth of New York, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in New York City County, State of New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website or Company Services be instituted more than two (2) years after the cause of action arose.

B. Informal Resolution. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.

C. Binding Arbitration. If you and Company are unable to resolve a Dispute through informal negotiations, either you or Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New York City County, State of New York. Except as otherwise provided in this Agreement, you and Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

D. Restrictions. You and Company agree that any arbitration shall be limited to the Dispute between Company and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

E. Exceptions to Informal Negotiations and Arbitration. You and Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or Company’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor Company will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and Company agree to submit to the personal jurisdiction of that court.

CORRECTIONS

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

DISCLAIMERS

Company cannot control the nature of all of the content available on the Website. By operating the Website, Company does not represent or imply that Company endorses any blogs, contributions or other content available on or linked to by the Website, including without limitation content hosted on third party websites or provided by third party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Website or in connection with any contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Website or Company Services.

YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF THREE (3) MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

INDEMNITY

You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Company Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES

Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.

USER DATA

Our Website will maintain certain data that you transfer to the Website for the purpose of the performance of the Company Services, as well as data relating to your use of the Company Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Company Services. You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.

ELECTRONIC CONTRACTING

Your use of the Company Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

ELECTRONIC SIGNATURES

Users are allowed on __________ to transmit and receive valid electronic signatures in the United States under the Electronic Signatures in Global and National Commerce Act (E-Sign Act) of 2000 and the Uniform Electronic Transactions Act (UETA) of 1999 as adopted by individual states. Users’ signatures and identities are not authenticated on __________.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and Company as a result of this Agreement or use of the Website and Company Services. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US

In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the Company Services, please contact Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

Wagner Consulting LLC
Email: vendor@wagner-international.com

TERMS & CONDITIONS
FOR VENDORS / PARTNERS

THESE TERMS AND CONDITIONS APPLY TO ALL BUSINESS TRANSACTIONS YOU ARE ENTERING IN WITH WAGNER CONSULTING LLC; ITS SUBSIDIARIES OR PARTNERS; IF YOU DISAGREE TO THEM; YOU CAN NOT ACCEPT WORK! SHOULD YOU STILL CARRY OUT WORK; YOU CONSECUTIVELY AGREE TO ACCEPT THESE TERMS!

General

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the WI Platform website (the "Service") operated by Wagner Consulting LLC ("us", "we", or "our").
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service or who work with or for Wagner Consulting LLC.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service or work with us.
It is explicitly stated that vendors for Wagner Consulting LLC. work within the parameters of freelance personnel. The vendor is free to determine when and where he performs his work.
It is the sole responsibility of the vendor to pay any possible value added tax or other taxes as well as to take care of his own social security.

Duties of the Vendor

The vendor is obliged to provide high quality and faultless services. When preparing services, he is to faithfully use the relevant glossaries and specifications which are made available to him by Wagner Consulting LLC. upon award of contract or during the work phase and to pay close attention to the pre-assigned terms identified within.
Upon completion of the translation, the vendor is to have the work proofread by another vendor as outlined in DIN EN 15038 and ISO 17100. In particular, close attention is to be paid to the consistency of the translation along with its associated terminology and the stylistic features of the specific business field. If the vendor is not able to have another linguist edit his work, then he needs to point this out to the Project Manager of Wagner Consulting LLC assigning him any work.
The quality report regarding the translation and proofreading is to be filled out to the best of the vendor’s knowledge if applicable.
Deadlines are binding. They are deemed as adhered to once the translation has been made available to Wagner Consulting LLC. in accordance with the above-mentioned standards.
The vendor ensures that the service supplied by him is exempt from any rights of third parties.
The vendor agrees that he follows and respects the rules set out in the Guidelines for Translator and Editors and that these rules are applied to any and all work submitted to Wagner Consulting LLC.
The vendor agrees to only accept tasks that he is competent to translate in, that means he is specialized in the field he wants to carry out the work and is e.g. native of the target text he wishes to translate for Wagner to. If a linguist not translating into his native language accepts a task to translate into a language he is non-native in, he can lose the full amount of remuneration due to breach of contract and as Wagner has to engage another vendor reworking his task.
Wagner Consulting LLC may ask the vendor to perform tests for Wagner Consulting, to either learn about the skills of the Vendor or for purposes of Sales. Such tests shall be performed free of charge. The tests remain in the property of Wagner Consulting LLC who can process it or use it for Sales activiy at their own discretion.

Quality issues

Every service provided is checked by Wagner Consulting LLC´s quality assurance division. The errors stated in the corresponding report (QA) are counted as errors of the service provided even when no additional circumstances arise.
A service is also deemed faulty if the glossaries and specifications are utilized incorrectly, if the terminology is not integrated or if the translation does not fulfil its intended purpose.

Correction of Errors

Prior to the deadline, the vendor is obliged in all cases to eliminate errors in the service provided completely according to the QA report, the communication by Wagner Consulting´s representative or to eliminate other error complaints or to provide a service meeting the standard requirements set out in DIN EN 15038 or ISO 17100. If the vendor refuses to take on this task, he loses any claim to receive payment for the service provided in full or partially.
If the deadline has already passed at the time of the discovery of the errors, Wagner Consulting LLC is free to engage another vendor or inhouse staff to correct the errors in order to adhere to their own deadline and to deduct this from the payment of the original vendor´s invoice.

Approval/Payments

Unless otherwise agreed upon during award of contract, the document’s source text determines the charges and invoicing.
Payments are processed according to Wagner Consulting LLC´s invoicing guidelines. Should you be based in the U.S. or a territory of the U.S. you need to submit a W-9 form along with your first invoice for the invoice to be accepted and processed. Without receiving a valid W-9 form your invoice can not be accepted nor processed.

Reduction/Loss of Payment

Wagner Consulting is entitled to deduct the costs of error elimination by a third party (§ 4) up to the full amount of the agreed remuneration.
Should the QA report conclude that only 80% of the translation is correct, such an error rate releases Wagner Consulting LLC from any obligation to compensate the vendor.
Wagner Consulting is likewise authorized to reduce remuneration upon non-adherence to a deadline and an extension has not been authorized.. For any delay of one-hour it reduces the remuneration by 10%. If the deadline is not specified, the working period ends at 4 pm EST (New York Time Zone) on the designated day.
The invoicing guidelines of Wagner Consulting LLC are applicable.

Nondisclosure

The NDA of Wagner Consulting LLC is in effect and applicable. The NDA is stated below.
The vendor is obligated to keep secret all information about the business relationship with Wagner Consulting LLC or any and all information received during or concluded out of the business relationship with Wagner Consulting LLC which is made known to him during his work for Wagner Consulting LLC, regardless of whether it deals with Wagner Consulting LLC himself or his business relations, unless Wagner Consulting LLC himself releases the vendor from the pledge of secrecy in writing.
The vendor is allowed to process personal data or have it processed as required within the context of his work. Furthermore, he is entitled to forward prepared information to his employees and/or partners, as needed. Upon engaging these people or a third party, the contractor is to ensure the pledge of secrecy of that third party.
Please see attachment Non-Disclosure Agreement below for further details.

Data Protection

Upon receipt of payment, the vendor is to permanently delete all data related to the translation from all equipment. According to the relevant data privacy regulations, any corresponding print copies are also to be destroyed.

Indemnity

The vendor is obligated to exempt Wagner Consulting LLC. (as well as any related company) from any liability related to third parties or liability claims from third parties which occur from performance, delivery or storage of documents (product liability). He has an obligation to Wagner Consulting to compensate legitimate claims and to reimburse payments. The indemnity and reimbursement obligation do not apply if the underlying reason proves gross negligence or intentional wrongdoing on the part of Wagner Consulting LLC., an employee thereof, agents or affiliated companies. The vendor is obligated to immediately notify Wagner Consulting LLC. of complaints raised against him or the raising of a claim and to make any related documents and other evidences available to Wagner Consulting LLC. on demand.
You agree to defend, indemnify and hold harmless Wagner Consulting LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your service and our business transaction or b) a breach of these Terms.

Trademark Law / Right of Use

The vendor hereby expressly surrenders his right to the translation to Wagner Consulting LLC. and declares his agreement that the right of use is granted to Wagner Consulting. The vendor also waives his proprietary rights to product deliveries. Wagner Consulting LLC. or its end customer, holds the complete, effective, exclusive and original proprietary right of the product delivered.
CV, Personal Details
The vendor agrees that Wagner Consulting LLC can use his / her resume and or other personal details for sales activities. The personal address, bank details or any other personal details such as phone number, skype ID is not to be shared to any third party, unless the vendor agrees.

Modifications

Wagner Consulting may from time to time modify the original stated agreement, content of its terms, invoicing guidelines or other policies. In that case the Vendor Management Team will inform the Partner (Vendor) by email about the intended changes.
Now therefore, in consideration with the mutual agreement set out herein, the parties intending to be legally bound, hereby agree that the modification constitute additional terms and conditions of the original stated agreement, unless the partner (vendor) disagrees in writing about them. In such case the partner (vendor) can not continue accepting any future tasks from Wagner Consulting, its subsidiaries or partners or staff. In case we do not receive a written notice of termination within 14 days upon receiving our modified version, the modifications are being deemed as accepted. The same applies if you accept any task from Wagner Consulting after such modifications have been made available to you.

Other

(1) The above conditions are a part of the contract agreed with us.
(2) The general terms and conditions of Wagner Consulting LLC. apply in each new version for all subsequent dealings without express mention or agreement.
(3) We object to confirmations to the contrary, counteroffers or other references from the vendor’s own terms and conditions; differing conditions of the vendor only apply if they have been confirmed by us in writing.
(4) The vendor may claim legal transactions from us only with express consent.
(5) If the individual regulations of these GTC are or become ineffective, then the effectiveness of the rest of the regulations are therefore not affected. In this case, the parties are obligated to substitute this regulation through a clause with the most closely intended economic purpose. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
(6) In no event shall Wagner Consulting LLC or its subsidiaries or partners or staff be liable to the other party for any loss of profits, loss of revenue, loss of data, loss of use, any indirect, incidental, special, exemplary, punitive or consequential damages, incurred by the other party or any third party, whether in an action in contract or tort, strict liability or other legal or equitable theory regardless of whether such damages were foreseeable or if the other party or any other person has been advised of the possibility of such damages.

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT
BETWEEN:

Wagner Consulting LLC of 244 5th Ave, New York City, New York
(the "Employer")

OF THE FIRST PART

- AND -
The Vendor
(the "Contractor")

OF THE SECOND PART

BACKGROUND:

The Contractor is currently or may be retained as an independent contractor with the Employer for the position of: VENDOR or any other service related to the service portfolio of the client. In addition to this responsibility or position (the "Retainer"), this Agreement also covers any position or responsibility now or later held with the Employer.
The Contractor will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Retainer (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Employer retaining the Contractor and the Employer providing the Confidential Information to the Contractor in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidential Information

All written and oral information and materials disclosed or provided by the Employer to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
The Contractor acknowledges that in any position the Contractor may hold, in and as a result of the Contractor's retainer by the Employer, the Contractor will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer.
'Confidential Information' means all data and information relating to the business and management of the Employer, including but not limited to, the following:

'Customer Information' which includes names of customers of the Employer, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Employer;
'Intellectual Property' which includes information relating to the Employer's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
'Marketing and Development Information' which includes marketing and development plans of the Employer, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Employer which have been or are being discussed;
'Business Operations' which includes internal personnel and financial information of the Employer, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Employer's business;
'Product Information' which includes all specifications for products of the Employer as well as work product resulting from or related to work or projects performed or to be performed for the Employer or for clients of the Employer, of any type or form in any stage of actual or anticipated research and development;
'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Employer, including but not limited to, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
'Service Information' which includes all data and information relating to the services provided by the Employer, including but not limited to, plans, schedules, manpower, inspection, and training information;
'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Employer, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
'Computer Technology' which includes all scientific and technical information or material of the Employer, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Employer; and
Confidential Information will also include any information that has been disclosed by a third party to the Employer and is protected by a non-disclosure agreement entered into between the third party and the Employer.

Confidential Information will not include the following information:

Information that is generally known in the industry of the Employer;
Information that is now or subsequently becomes generally available to the public through no wrongful act of the Contractor;
Information that the Contractor rightfully had in their possession prior to receiving the Confidential Information from the Employer;
Information that is independently created by the Contractor without direct or indirect use of the Confidential Information; or
Information that the Contractor rightfully obtains from a third party who has the right to transfer or disclose it.

Confidential Obligations

Except as otherwise provided in this Agreement, the Contractor must keep the Confidential Information confidential.
Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Employer and will only be used by the Contractor for the Permitted Purpose. The Contractor will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Employer or any of its affiliates or subsidiaries.
The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Contractor in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
The Contractor may disclose any of the Confidential Information:

to such of their employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:

the Contractor has informed such personnel of the confidential nature of the Confidential Information;
such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Contractor;
the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
the Contractor agrees to be responsible for and indemnify the Employer for any breach of this Agreement by their personnel.

to a third party where the Employer has consented in writing to such disclosure; and
to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.

Avoiding Conflict of Opportunities

It is understood and agreed that any business opportunity relating to or similar to the Employer's current or anticipated business opportunities coming to the attention of the Contractor during the Contractor's retainer is an opportunity belonging to the Employer. Accordingly, the Contractor will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Employer.
Without the written consent of the Employer, the Contractor further agrees not to:

solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Employer; and
directly or indirectly, engage or participate in any other business activities which the Employer, in its reasonable discretion, determines to be in conflict with the best interests of the Employer.

Non-Solicitation

Any attempt on the part of the Contractor to induce others to leave the Employer's employ, or any effort by the Contractor to interfere with the Employer's relationship with its other employees and contractors would be harmful and damaging to the Employer. The Contractor agrees that from the date of this Agreement until the agreements ends and afterwards for a period of 5 years, the Contractor will not in any way, directly or indirectly:

induce or attempt to induce any employee or contractor of the Employer to quit their employment or retainer with the Employer;
otherwise interfere with or disrupt the Employer's relationship with its employees and contractors;
discuss employment opportunities or provide information about competitive employment to any of the Employer's employees or contractors; or
solicit, entice, or hire away any employee or contractor of the Employer.

This obligation will be limited in scope to those persons that were employees or contractors of the Employer at the same time that the Contractor was retained by the Employer.

Non-Competition

Other than through employment with a bona-fide independent party, or with the express written consent of the Employer, which will not be unreasonably withheld, the Contractor will not, from the date of this Agreement until the Agreements ends and afterwards for a duration of 5 years, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Employer that the Contractor was working during any time in the last year of retainer with the Employer.
From the date of this Agreement until until the Agreements ends and afterwards for a duration of 5 years, the Contractor will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Retainer.

Ownership and Title

The Contractor acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Contractor specifically agrees and acknowledges that the Contractor will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that the Contractor may have created or contributed to the creation of the same.
The Contractor does hereby waive any moral rights that the Contractor may have with respect to the Confidential Information.
This Agreement will not apply in respect of any intellectual property, process, design, development, creation, research, invention, know-how, trade names, trademarks or copyrights for which:

no equipment, supplies, facility or Confidential Information of the Employer was used,
was developed entirely on the Contractor's own time, and
does not:

relate to the business of the Employer,
relate to the Contractor's actual or demonstrably anticipated processes, research or development or
result from any work performed by the Contractor for the Employer.

The Contractor agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Contractor during the term of the Retainer and to assign to the Employer any right, title or interest the Contractor may have in the Confidential Information. The Contractor agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the term of the Retainer) in order to vest more fully in the Employer all ownership rights in those items transferred by the Contractor to the Employer.

Remedies

The Contractor agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Contractor agrees that the Employer is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Contractor and any agents of the Contractor, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

The Contractor agrees that, upon request of the Employer, or in the event that the Contractor ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Retainer, the Contractor will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Contractor that:

may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
is connected with or derived from the Contractor's services to the Employer.

Notices

In the event that the Contractor is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Contractor will give to the Employer prompt written notice of such request so the Employer may seek an appropriate remedy or alternatively to waive the Contractor's compliance with the provisions of this Agreement in regards to the request.
If the Contractor loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Contractor will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
The address for any notice to be delivered to any of the parties to this Agreement is as follows:

Wagner Consulting LLC:
244 5th Ave
New York City
New York
10001

In advance via email: vendor@wagner-international.com

Representations

In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.

Termination

This Agreement will automatically terminate on the date that the Contractor's Retainer with the Employer terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.

Assignment

Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

Amendments

This Agreement may only be amended or modified by a written instrument executed by both the Employer and the Contractor.

Governing Law

This Agreement will be construed in accordance with and governed by the laws of the State of New York.

General Provisions

Time is of the essence in this Agreement.
This Agreement may be executed in counterparts.
Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
The Contractor is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the Contractor.
The Employer and the Contractor acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Employer and the Contractor that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Contractor to give the Employer the broadest possible protection to maintain the confidentiality of the Confidential Information.
No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Contractor.
This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

Guidelines for Translators

Welcome as part of Wagner Consulting LLC´s Team, we are glad you made it so far. In order to have our business relationship grow further, we created some short guidelines for you to read. Why? Because we are interested to keep you as a member of our team and grow together with you. We can reach this by understanding our expectations and make sure minimum standards are not only met, but exceeded.
Let us go over some specific roles in our firm:

As a Translator

We expect our translator´s to provide the best possible translation! This means you should not only be responsible, punctual and communicative, but also provide translations faithful to the source, prepared according to the instructions and in accordance to references and / or TMs, confirming to all rules of the target language, making sure to use correct terminology and that the output serves the desired purpose.
After preparing your translation, please make sure to check and verify your own work in order to make sure it not only meets the industry quality standards, but exceeds these expectations. A final check should include among others:

Your translations corresponds to the source
You didn’t do any spelling, grammatical, stylistic and / or linguistic errors
Your given instructions were followed
You did a proper research for terms
You used and applied reference materials
You used consistency in regards to used terms
Before delivery, please use the spell checker and OUR editing tool if possible

Everything done? Well done then!! And thank you for helping us to maintain a high quality standard!

As Editor / Proofreader (hereinafter named editors)

Your role as an Editor is to revise the text you will receive from us. The translation has already been done and your job is to compare the source and target text. In general we would appreciate if you revise around 1,000 words per hour or more. This is an average that our editor´s came up with and we use it as a calculation basis. Should you find out that the translation is of poor quality and your allocated time would not be sufficient, then please contact the PM who assigned you to this project right away. Thank you for helping us to be efficient here.
In general your tasks would be:

Make sure that the source corresponds to the target
Make sure no spelling, grammatical, stylistic or other linguistic errors exist in the target file, also make sure that the format corresponds to the source text
Please follow the instructions given and make sure the translator followed these instructions as well
Confirm and make sure that the reference material is and has been used
Make sure that terms are consistent throughout the document
Have you used the spellchecker yet?

Please always deliver clean and unclean files, meaning with track changes. If you work in a QA tool, do send us a report please. Please also use our “QUERY LOG” document to help us improve the process and re-confirm terms.
We know that editing is a very complicated procedure, but this secures that we will be able to work on more projects with you in the future! We do know how much efforts you put in and our team says “Thank You”!

You Have Received a Project

Great – we are happy that you have received your first project! So let us guide you through your start with us! Usually we always send instructions with a project and these constructions are very important to read and to follow. Bottom line here: You MUST comply with them!
Once a Project Manager of our firm sends you a project, please always read the instructions before you start working on the project and make sure that all instructions are clear to you. If not, please contact your Project Manager and make sure to ask for clarifications. This applies also if you come across problems of any kind, including but not limited to instructions that you believe are wrong. Well our Project Managers are also only Humans and mistakes may occur. But as a team we value communication and hence never feel ashamed or too shy to clarify anything. Your Project Manager will then check and let you know how to proceed.

Don´t forget

to go through the reference materials, glossaries and TMs that were provided to you by your Project Manager. You should analyze the reference materials and make sure to know which part of the references refers to which part of the project. Go through the glossary and make sure to RESEARCH special terms if they are not included in the references and / or glossary respectively TM.
If you have questions, queries or concerns at this stage, contact your Project Manager who will then clarify these issues with you. Please use the clients preferred terms, even if you think you have a better solution. We know that this is sometimes frustrating, but in the end it´s the call of the client to make and maybe the client has put some thoughts into this. If you are completely sure that this is not correct at all, then mark it into our “Query Log” and submit this to your Project Manager to confirm with the client. Include your solutions or suggestions here, these are appreciated and never forget, you are a valuable member of our team, so interact with us and suggest, suggest, suggest!
Now if you find issues with the glossary or TM, then do not hesitate to put these issues into the “Query Log” and send it to your Project Manager. They will update you then on how to proceed in this instance. Please always make sure to first discuss this with your Project Manager and wait for their feedback, and never change something within the references, TMs or glossaries without their permission. As you we want to maintain a high linguistic standard, but some projects include many stakeholders and therefore we need to streamline processes prior to undertake actions.
If you are later on asked to change the terms / sentences in the glossary and / or TM, then please mark the changes also in the “Query Log”. The log is very easy to follow and you should write down the original term in the source text, the translation that was in the glossary / TM as well as your corrected translation. Please write under “comment” a quick explanation why the original translation was wrong and why you have changed it. This will help us to identify the issues and make sure to justify any changes accordingly.
You managed everything so far? Great, so let´s get started with the project. Have fun translating as part of Wagner Consulting LLC´s team!

Translating the first time for Wagner Consulting LLC

Well, during many years we have had many persons to join our team and we know working for a new company can be challenging. But we believe the challenge with us is worth it and if you follow our lead, we will enjoy a long-lasting business relationship. So allow us to give you a few hints and some advice:
In most cases you will be asked to work online through our online platform.

PLEASE SEE ANNEX A – BASICS ON MATECAT

But sometimes you might need to work outside of our platform. In this case never forget – we are a team and therefore please send your Project Manager progress reports – including the so far translated documents.
But let´s start from the beginning:
Working outside our platform is not that hard either. Once you receive a project outside our platform, please first save the files to your hard drive. Sometimes you may receive large files through a FTP server, then download them from there. Open the files and make sure that these files are not corrupted and can be opened fine. Make sure to check that your language pair is correct, that the files display properly (e.g. no corrupted characters) and that everything else is working fine. Should you have any issues at this point please contact your Project Manager to ask for assistance.
Everything okay? Great – shoot your Project Manager an email confirming receipt of the files and acceptance of the project.
Now let´s get going…

Go through the instructions and make sure to highlight the important parts
Make yourself familiar with the project by going through the reference material(s), read through style guides and check the glossary / TM.
Research terms that you might need, this may include going to their website or doing online researches
Carefully read again all reference materials
Open the Translation Memory and check it, if no TM has been provided by your Project Manager, create a new one and deliver it after the translation has been finished along with the deliverables
Link the .INI file if needed
Working in SDL Studio? Connect to the MultiTerm base or any other terminology base used by the CAT tool you work with
Check all files and plan the project, set yourself milestones or make sure to respect milestones you agreed to with your Project Manager as sometimes you may need to respect a certain sequence of delivering files while working on this project

All done? Perfect, because finally you can start with your translation! Good luck and don´t forget to have fun during the translation. We know these look like a lot of steps, but once you done them a few times it will be a piece of cake for you!
IMPORTANT: Before you deliver your work make sure to double or triple check your work. Also use the spell checker and a QA tool to make sure you deliver the work you and we aim for!
ADVISE: Take a break before you check your own work. We know you put a lot of energy into this, and we know that translating is taking a lot of energy away. So go for a walk, spend some time with your family or enjoy a coffee in your home town or in the next Starbucks. Once back, go over your translation and check it. Certainly still make sure that you respect the deadline agreed upon.
ADVISE: Before you go to take a break, send your Project Manager your translation and tell him / her you are done, but will revise it again after you have taken a break!
To give you a good idea, a basic check of your translation should include:

Make sure that your translation is done properly and expresses its meaning
Confirm that you used the correct terminology and used it consistently throughout the document. It should match the reference materials and glossary / TM.
Check that no grammatical mistakes occur and you followed the style guide.
Did you use the correct style for the intended use?
Correct punctuation, quotations marks and make sure no double spaces exist (including objects outside segments)
Make sure numbers, brackets, quotes and double spaces are handled correctly.
Please check that you have no tag errors in the file(s).
Run spellchecker! In case of .ttx files, copy and paste the text into MS Word and run the spellcheck there.
Double check double spaces (use CTRL + F)
Check that you don’t have comments or highlighted text left in your document.
Have you implemented corrections that the QA tool made you aware of?
Check that format is okay and matching the format of the source text as best as possible!

Done with your revision – now that´s a way to go! It seems to be time to submit the translation to your Project Manager. But please still be around for some time if your Project Manager might have questions.
Note: We will always have your translation checked by another native linguist in the role of an Editor. He / she will work it through and then you will discuss with the Editor / Project Manager the changes before the project will then be delivered to our client!
ADVISE: Please plan in that we will always come back with questions and / or queries. Be prepared to answer them fast as we also have to respect deadlines. This is still part of the project and only with your help are we able to deliver the standard that we are known for! Therefore please reply to project related questions / queries fast and comment on any issues we have right away. Do plan this additional time in!

Editing the first time for Wagner Consulting LLC

Working in our online platform is simple.
PLEASE SEE ANNEX B
Working outside our online platform requires a few additional steps. Once you have received the files, please save all files on your hard drive. You may be required to download them from our FTP server or just save them from the email you have received by your Project Manager.
Open the files and make sure that these files are not corrupted and can be opened fine. Make sure to check that your language pair is correct, that the files display properly (e.g. no corrupted characters) and that everything else is working fine. Should you have any issues at this point please contact your Project Manager to ask for assistance.
Once this check has been done, please confirm with your Project Manager right away the acceptance of this job. Please don´t delay this confirmation, it should take you on average not longer than 5 mins after receiving the files.
Now let´s get straight into the actual editing work:

Go through the instructions and make sure to highlight the important parts
Make yourself familiar with the project by going through the reference material(s), read through style guides and check the glossary / TM.
Research terms that you might need, this may include going to their website or doing online researches
Carefully read again all reference materials
Open the Translation Memory and check it, if no TM has been provided by your Project Manager, or use the TM that you have on file for this specific client, if not, create a new one and deliver it after the translation has been finished along with the deliverables
Link the .INI file if needed
Working in SDL Studio? Connect to the MultiTerm base or any other terminology base used by the CAT tool you work with
Check all files and plan the project, set yourself milestones or make sure to respect milestones you agreed to with your Project Manager as sometimes you may need to respect a certain sequence of delivering files while working on this project

Now go through the file again briefly. You will get a first impression of the translation and it´s quality. This will help you to understand what to focus on. In a first step focus on major errors, so that you can ask any questions about the file before you dig yourself into the work more deeply, which includes:

Make sure no untranslated part(s) remain in the file
Make sure that the source corresponds to the target
Make sure the correct terminology has been used
Confirm that the style of the translation is appropriate for its purpose
Make sure no spelling, grammatical, stylistic or other linguistic errors exist in the target file, also make sure that the format corresponds to the source text
Correct punctuation, quotation marks and make sure that the format is okay
Please follow the instructions given and make sure the translator followed these instructions as well
Confirm and make sure that the reference material is and has been used
Make sure that terms are consistent throughout the document
Make sure numbers, brackets, quotes and double spaces are handled correctly.
Please check that you have no tag errors in the file(s).
Run spellchecker! In case of .ttx files, copy and paste the text into MS Word and run the spellcheck there.
Double check double spaces (use CTRL + F)
Check that you don’t have comments or highlighted text left in your document.
Implement all answers to the questions you had accordingly
Have you implemented corrections that the QA tool made you aware of?

Everything done? Now go to our Quality Assurance Checklist and mark everything as completed. Then submit this checklist to us and send the edited files to your Project Manager. Please also deliver the QA log along with your delivery if you haven´t done so yet.
IMPORTANT: Please always deliver clean and unclean files, meaning with track changes. If you work in a QA tool, do send us a report please. Please also use our “QUERY LOG” document to help us improve the process and re-confirm terms.

Editing – what is expected from you

Well as an editor at Wagner Consulting LLC you certainly agree that we all aim for one thing, to deliver high quality translations. This included a combined effort from all sides.
As an editor you are expected to read the translation against the source and to check that the translation is correct. Correct is a term that can be summarized like that:

The file contains no omissions, missing translation, partially translated text
You don’t have any terminology issues left in the translated document
There are no grammatical, stylistic or any other linguistic errors left
You made sure that there are no layout or formatting issues left in the translated document
You have handled numbering, brackets, quotes and double spaces correctly and checked that there are no issues left, including objects outside of segments

Let´s have a deeper look into this together.

Omissions, Missing Translations, Partially Translated Text

Please always make sure that the text is completely translated and nothing is missing. In order to check this properly, do use our QA tools or a QA tool that is approved by us. In order to find out more about QA tools, please check document QA Tools.
Sometimes your PM will also send you a QA tool report. Then please address these issues properly and make sure everything has been checked properly.
QA tool in our Online Platform
At this time, please use one of the QA tools that can be downloaded to your desktop (see also QA tools).

Terminology Issues

As Editor, please only edit texts that you specialize in. So if you are an expert in legal texts and have no idea of medical terms, please do not accept an editing request of a medical text. We need to be able to trust you and you are responsible for verifying that correct terminology was used throughout the translation. The terminology used must be in accordance to commonly accepted industry standards or publicly available reference materials such as dictionaries. Please also make sure it is appropriate for the context.
We will often provide you terminology in form of glossaries or reference material. But as always, please re-search terminology whenever needed to make sure that the correct terms are being used. If we provide you with terminology you are required to ensure that these glossaries and reference materials are strictly followed (see also Don´t forget above).

Grammatical, Stylistic and Other Linguistic Errors

When you check the text, please always make sure that you tackled any linguistic errors and confirm the linguistic correctness of the translation. This means that you are responsible for ensuring there are no grammatical errors, linguistic inaccuracies’, punctuation errors, typos, formatting issues (including dates, numbers, units of measures, quotation marks, etc.). This means e.g.:
US numbering: 1,500 m (one thousand five hundred meters)
EU numbering: 1.500 m (one thousand five hundred meters)
Please also follow any applicable style guides.
IMPORTANT: Before you deliver any project, please run the spellchecker!

Major Layout And Formatting Issues

Please confirm that the format of the translation is consistent with the format of the source document. It should match each other 1:1. This applies mainly if you work in MS Word or outside a CAT tool or our Online Platform. The formatting (font type and size, bold, italics, underline, etc.) in the translated document has to match the formatting for the source file.
If you work with a CAT tool or in our Online Platform you are responsible to make sure tags are placed correctly and are not damaged.
IMPORTANT: You are not required to perform any type of complex DTP work!
Unsure of what to do? Just contact your Project Manager who will then assist you!

Numbers, Brackets, Quotes, Double Spaces…

Sometimes a translation required adaption of objects, numbers, etc. That means before the translation can be delivered to a client, these objects have to be adapted to the target language standards. This is the responsibility of the translator to make sure these are being adapted. You as an editor have to make sure that these have actually been adapted! If not, please contact your Project Manager to see how to handle this from here.
Well we tackled a lot already. Many of you at this point are now asking how to handle preferential changes, so let´s close this chapter by tackling

Preferential Changes

Preferential changes is always an art of itself. In general we can say: Don´t do any changes. Why, because they don´t alter the meaning of the text. Should you be unsure if it is indeed a preferential change, then these questions might help you to determine your decision:

Is the translation accurate? Does it reflect the correct meaning of the source text?
Are the instructions, glossaries, TMs giving you any reason to believe to change it?
Is the translation correct in linguistic terms?

Sometimes preferential changes are welcomed, especially for marketing or more general translations, as long as the style of the text is improved.
By now you should have a pretty good idea of what your tasks in our firm are. Should you still have any questions or queries, please contact your Project Manager and ask for clarifications! We are looking forward to hearing from you!

Working with CAT Tools and / or our Online Platform Solution

During the course of our cooperation you will have to work with our Online CAT Tool solution(s). In order to make things clear, we summarized the most important steps for you to understand:

100 % matches

In this case please always check our instructions. For most parts, 100 % matches should not be touched. Should you however discover major issues during the course of your translation or editing, please report them to your Project Manager and note them down in our QA log. Please make clear that these issues need to be solved quickly. Thank you. Should you still not receive a timely response, please follow the original instructions then.
If you are instructed to review the 100 % matches, then please do so. In this case do NOT use the fuzzy option in your CAT tool or in our Online CAT solution.
Instead open each segment and edit, review and / or translate it. As you may know some changes may be required as the original translation in its initial context may have been correct before, but now needs some adjustments. In this case please update the 100 % matches. An easy way of doing so is the Find & Replace option. For most CAT tools you can use this as following:
For easy Find & Replace please press CONTROL + F or press the button and the FIND bar will show at the top.
You have the option to search in the source/target text, exact matches and also the “REPLACE” field, once you’ve done a search and you want to replace it with another term, you can do it by clicking that button and you can also click “REPLACE ALL” if you want to change that segment throughout the document.
For the TagEditor solution, please disable the Protect Document option and then use the Find & Replace function.
If you change 100 % matches, please always keep in mind:

If you change one segment (e.g. terminology, punctuation, style, etc.) you need to update all other segments that match this segment too.
Use our QA log to write down all changes and to monitor them.

Once done, please turn back on the Protect Document Option! Thank you.

Repetitions

For repetitions please make always sure to have consistency and adequacy and to avoid multiplication of errors due to the fact that these are repetitions. Make always sure that these contain no mistake(s).
When it comes to consistency, please keep in mind that it is important to make sure that all identical source segments receive identical translations (unless there is a very good reason not to do so).
If you decide to change a segment that you translated differently before, please make sure to go back to the previous segments and change the translation there as well. This consistency is one of the factors we evaluate your performance, so please make sure that you keep in mind to always thrive for high consistency when translating texts.
Another factor is that you use an adequate approach for each segment, so please take into consideration the full context prior to translating it.

New Words

When translating a new project you need to check for yourself if you need to research existing terms, if the glossary or TM are correct or if you need to change terminology. But always remember, it is very important to keep consistency throughout the document.
Please use the editing log in our Online CAT tool or apply the concordance function in Workbench or another CAT tool that you were asked to work with to secure that terms are consistent throughout the text.
IMPORTANT: Make sure that new words will be consistent with 100 % matches after the translation process. When talking about consistency keep in mind this applies among others to the following:

Terminology
Number formatting
Punctuation
General style
Etc.

Please also make sure to pay special attention to seemingly minor issues such as punctuation and spacing. Correcting such small issues can take up a lot of your time at a later time. If you work correctly straight from the beginning, you will find out that this will save you a lot of time and will ultimately put you in a position where we can assign you larger projects!

Fuzzy Matches

When it comes to fuzzy matches do make sure to spot all differences between the current source and the target segment. To define the differences, please take into consideration the following:

Tags
Numbers
Punctuation
Capitalization
Text

In some cases the differences are so small that the text can be accepted and used right away. If the difference is e.g. related to punctuation or capitalization, you can judge yourself if this segment needs to be altered. This is subject to your professional judgment.
On the other hand keep in mind that wording differences left aside, it is crucial that source segments with different meanings are translated in a different was in the target segment.
In almost all cases fuzzy matches need to be edited.
IMPORTANT: Numbers are often skipped and left unattended to which is a major problem and may cause severe problems. Make sure that you check numbers as well!
CAUTION: Put special care for word pairs such as UP and DOWN, Left and Right, Increase and Decrease, Faster and Slower, Push and Pull, etc. as these can cause big confusion when translated in the wrong way. Example: a button at a crane reads DOWN instead of UP, just imagine what problems this could cause!

Pre-Translated Segments

From time to time projects will include pre-translated segments. These segments might be blocked and if they are blocked, do not need any changes. This instruction needs to be obeyed. Should you still find any errors, please note them down in our QA log and forward this to your Project Manager right away.

QA TOOLS

As we committed ourselves to deliver the highest quality of work and we all work under DIN EN 15038, we do require from you that you are using now a Quality Assurance Tool in order to make sure to deliver the highest possible quality towards us. QA tools are software applications that compare the source text to the target text in bilingual files and identify anomalies. The programs report potential errors and make sure to have a quick and easy QA evaluation in place. Depending on which tool you are working with, it is possible for you to save log files showing the issues within the file(s). You can also apply language or project specific settings and create exception lists containing sentences and / or words that should not be taken into consideration during the QA evaluation process with the QA tool.
The QA tools we have approved are QA Distiller: http://www.qa-distiller.com and ApSIC Xbench: http://www.apsic.com. The later one is available for free.
Whether you are working as a translator or editor on a project, you are required to deliver a report generated by either one of these tools along with the project and the QA checklist as well as the QA log. If this report shows any issues that can be solved, then you are responsible for taking care of these issue before you deliver us the final translation. After you have adjusted the file, you need to apply the QA evaluation again and submit a final log file generated by the QA tool to be submitted to your Project Manager. If the tool reports no issues, then you can also send a quick confirmation by email confirming that there are no issues left and that the QA tool has been applied.

ANNEX A

BASICS ON MATECAT

Matecat is an online CAT TOOL.
On the left you have the source text and on the right you have the field for translation.
The machine translator will always give you an option when you click it, please don’t use it. Always translate it yourself!!
Once you translated into that field, press Translated and it will go to the following one.
Just like a regular CAT TOOL there are tags (triangles, squares, etc) in the middle of the text; if this is the case, just press the blue arrow I’ve marked in this photo and that will copy the source into the translation field and you can translate around it. THE TAGS SHOULD NOT BE TOUCHED OR DELETED as they indicate the fonts the text will use, the spacing, etc.

If you delete a tag, you will see an error number at the right top corner like these: .
If you touch it, it will take you to the place where there’s an error so you can fix it.
Errors can be either you mistakenly modifying a tag or you translated the same term differently in some places.

Always check that you don’t have errors (translating the same differently twice or more will also give an error).

Button will take you to next untranslated test.

ANNEX B

EDITING ON MATECAT

The platform for editing in Matecat is very similar as that of the translator’s.
On the left you have the source text and on the right you have the field for translation.
Once you click into a field, it will expand into a screen like this:

Just like a regular CAT TOOL there are tags (triangles, squares, etc) in the middle of the text; if this is the case, just press the blue arrow I’ve marked in this photo and that will copy the source into the translation field and you can translate around it. THE TAGS SHOULD NOT BE TOUCHED OR DELETED as they indicate the fonts the text will use, the spacing, etc.
Once you’ve modified whatever needed modification in the right field (the translation field), please check which one was the issue you had to modifiy from the options list on the left.

Once you’ve modified the text and you’ve chosen the issue, you can click the button
and you’ll be taken to the next field.
You will see the progress bar at the lower left corner getting greener as you progress and gives you the percentage you’ve edited, once at 100%, you’ve completed your EDITING.

General Checklist Download Template

	YES	NO
Saved files to hard drive
Instructions read and followed
Trados Worked with the appropriate TM
Trados MultiTerm glossary has been used, if applicable
Trados Worked with correct .INI file (DTD settings), if provided
Spellcheck performed
Checked for corrupted characters
Worked with QA Distiller report provided, if applicable
Number format checked (correct decimal and thousand separators, date and time format)
Basic text formatting rules (regarding spacing, quotation marks, dashes, etc.) have been followed
Page numbers, headings, footnotes, and indexes checked (if applicable)
Measurement units treated according to instructions (or the country standards, if no instruction are available)
Formatting checked (fonts, tables, fields, pictures, page layout, etc.)
All linguistic errors corrected (style, grammar, punctuation, orthography)
The whole text is translated (except for parts that are supposed to be left untranslated, e.g. product names)
Trados tags are correct
Trados Objects outside segments have been checked Client’s answers have been implemented
Did you provide feedback/comments regarding the quality of the translation
SDLX ‘Auto-propagate’ function turned off
Questions (if you had any problems during the revision, do you need an answer for them?)
Other remarks concerning the translation

QUALITY CHECKLIST TRANSLATORS & EDITORS Download Template

Yes	No	Comments	Check
			The translation is consistent within itself.
			All files and sections have been translated.
			The translated text is complete and contains all the information found in the source text.
			The terminology used is the terminology appropriate to the relevant field.
			All terminology is consistent throughout the document(s)
			Reference material and / or guidelines specific to the client was used as a binding reference. (Unless otherwise agreed.)
			All files were subjected to spellchecks and grammar checks.
			Blank spaces were checked. There are no double blanks and no blank spaces before punctuation present. Quotation marks checked.
			Upper case and lower case spelling checked.
			All numerical figures in the text were checked for correctness.
			Cross references and links were checked in the target document with regard to consistency and functionality.
			The right type format (italics/bold etc.) was used – the layout is that of the original.
			The writing style is appropriate for the type of text.
			For Marketing translations: The translation has been optimised with regard to idiomatic expressions and text flow in the target language.
			For translator-proof-reader teams: The proof-reader discussed any questions and concerns with the translator.
			For translator-proof-reader teams: All corrections were added and checked again by the translator.
			Did you run the file through a QA Software and tackled the issues
			Are there any queries or questions left
			Did you integrate them into the QA log
Comments and Notes:

Invoicing Guidelines

This guideline establishes the steps that should be followed at the moment of invoicing a job delivered and the steps to be followed for a proper handling of payments.

Index

How to invoice your work – A step by step guide
Payment terms
Payments outside the payment term schedule
Invoice Template
Payment Options
Payments via Escrow Options for persons who cannot receive payments
Payments via Check

Invoicing Step by Step

Invoicing is discussed with the PM in charge of the project at the moment of project assignment.
The payment amount will be settled according to the payment terms and conditions.

Due to accounting and legal purposes, we ALWAYS need to have an Invoice in order to pay for any service or product delivered to us, including but not limited to translations, editing jobs, proofreading jobs, etc.
Steps

An invoiced shall be drawn up by the contractor upon completing the project or after each month on the last day of the month you delivered a service to us (Whether an invoice of your own or by using our template). We always prefer one single invoice at the end of the month for all projects instead of an invoice for each project.
All invoices should be sent to invoices@wagner-international.com with CC to the PM in charge of the project.
Accounting will receive the invoices and will keep them in records for payment on the following month.

Payment Terms and Payments outside the payment term schedule

Payments are made according to the category that is mentioned in your handoff email. If there is no category mentioned, then category 1 applies.

Category 1:

All invoices received during the period of a month are usually being paid at the end of the following month´s payment cycle, e.g. an invoice for one or more projects performed is received in June, it will be paid at the end of July. A payment cycle usually starts at the 26^th of that following month and takes until the 10^th of the following month to be completed.

Category 2:

This means that your invoice will be paid according to the payment terms of category 1 + 25 days.

Category 3:

This means that your invoice will be paid 90 days + 10 days after completing the project successfully.

Applicable for all categories:

You can invoice a project upon delivering the project files with the quality expected by Wagner. In case of any pending issues this might affect your payment date for your invoice or the amount of your invoice might be waived in parts or in full.
Should there be any issue or pending query from client side the payment will automatically be delayed to the next payment cycle without further notice and upon final discretion of the Accounts Payable division of Wagner. If this is not QA related the total delay cannot exceed 120 days.

Payment transfers may take from 2 days to a week. In case there’s a delay, you can always contact invoices@wagner-international.com as to solve any errors that the invoices may have and could be the cause of this tardiness.
Regardless of this, in some special cases, an early payment can be arranged. This is by no means something ordinary but specific of a situation.

NOTE: We don’t work with Pre-payment; only in certain cases we can arrange a percent of the total amount as pre-payment but not in full.
Please understand we reserve the right to withhold partial or full payment and/or apply a different rate if expected standards are not met. Where work is charged on an hourly basis, we require timesheets to be provided with the invoice as a condition for payment. US partners need to submit relevant tax documentation prior to receiving payments (W9 form, or other related documents). The partner (vendor) is responsible for all and any applicable taxes.

Invoice template

If you don’t have any invoice file or software, we offer one simple template to fill.
By simply filling the form with you information, you can submit it to invoices@wagner-international.com after the translation is received by the PM. Please refer to the excel sheet named “Invoice Template”, should you not have it available, contact your PM who will gladly provide you with this.
Please fill it in this way:

NOTE: It’s very important for you to write down the payment information (PayPal account, Freelancer project) in order not to delay payments. If you miss any required details on your invoice such as project ID, division information or tax details, then the invoice might be delayed to the next payment cycle or you might need to resubmit it in order to initiate the payment terms from the starters.

Tax Requirements & Requirements of your Invoice
Please make sure that your invoice contains:

full name
company name if applicable
full address (street, city, zip, country)
phone number
email
skype (optional)
tax ID

If you are based within the United States or are a US citizen, please provide us with a valid W-9 form each year to avoid delays in processing your invoice.

Payment Options and Payments via Escrow Options for persons who cannot receive payments

Our principal method for payment is (The company operates as an acquirer, performing payment processing for online vendors, auction sites and other commercial users, for which it charges a fee) but we also work with Payoneer, Freelancer.com, Wire Transfers or Checks if necessary.
Unfortunately, we do bank transfers only on rare occasions. In that case a fee of 45 USD applies to your transfer. Should you choose any other payment form, a fee of 45 USD will also apply.
NOTE: Please note we work with PayPal, if something should come up we can work with another payment option.
NOTE 2: Payments through Check are only available in the USA.