Last updated 21 October 2021
This document shall govern every business relationship between YH Srl (hereinafter YH), with registered and administrative offices at Via Napo Torriani 29, 20124 Milan, VAT No. 00824050967, acting as Supplier, and the ordering company (hereinafter the “Client”).
Exceptions or amendments to these Conditions shall not be valid unless expressly accepted in writing by the parties.
The term “Services” refers to the Services indicated in paragraph 1 below, “Terms and definitions”.
The term “Contract” refers to the Offer and the Sales Conditions hereof.
The terms used in these Sales Conditions to describe the Interpreting Services make reference to the terms contained in the Service Charter of the Milan Chamber of Commerce and to the definitions contained in the UNI 50574 standard, specifically governing all interpreting Services.
The term “Contract” refers to the Offer and the Sales Conditions hereof. Both of them are integral part to the Contract
The interpreting Service is intended to be the oral translation into one or more target languages of what has been said in the source language by speakers of different languages in order to make the communication possible. The interpreting Service can be:
Conference Interpreting Services
A Conference Interpreting Service is usually provided for a large audience and allows the overlapping – with a minimum time lag- of the speaker’s speech and the interpreter’s oral translation. The distinguishing feature of Conference Services is the use of specific technical equipment such as soundproof booths, headsets and microphones,
Chuchotage (Whispered) Interpreting Services
The Chuchotage Interpreting Service is provided for maximum one or two persons and the interpreter is placed next to the user and whispers the translation with a minimum time lag after the speaker’s words.
The chuchotage interpreting is performed without the aid of technical equipment and must be provided by professionals with special knowledge in simultaneous and consecutive interpreting. (not suggested in case of persons subject to safety measures, such as politicians or otherwise protected persons).
Consecutive Interpreting Services
In the Consecutive Interpreting Service the speaking time of the interpreter follows the speaking time of the speaker (e.g. political and economic meetings and negotiations, public conferences). The Service does not require the use of special equipment and technical support.
Consecutive interpreting must be provided by personnel with specific knowledge of specialized techniques (e.g. paper-based notes) and meeting the requirements set out in paragraphs 4.6 and 4.7. of the UNI 10574 standard. (suggested especially for press conferences and board of directors meetings) and recommended for press conferences board meetings, etc.
Liaison Interpreting Services
Interpreting modality which is mostly carried out in face-to-face interaction situations (e.g. business meetings, business negotiations). The liaison interpreting is more informal than consecutive interpreting, it does not need notes on paper and will be performed by professionals recruited in accordance with paragraph 4.6 of the UNI 10574 standard.
Compensation (usually 50% of the daily fee) for lost income for the workdays immediately before and/or after the workday(s) involved in the project, during which the interpreter is unable to accept other assignments (for several hours during the day), due to travel to and from the location of the event.
Day for which the interpreter’s Services are not required between one working day and the next during a conference ina distant location.
Briefing (Information Meeting)
Preliminary meeting requested by the Client to inform the interpreter about the Client company and their products, strategic approach or terminology, as well as on the topics of the meeting, in preparation for the interpreting work.
The interpreting Services cover exclusively oral translation work and exclude the translation of written texts; the interpreters are morally liable for the integrity of their work and cannot be subject to any kind of pressure during the performance of their assignment.
In case of texts that have to be read aloud during the event, the Client shall provide in advance a copy for YH and for the interpreter and the speaker must be warned that the reading speed of a text submitted to simultaneous interpreting cannot exceed 100 words/minute (3 minutes per typed double-spaced page). The Client shall have full and exclusive liability for all the material supplied by them.
For Services for which the offer scope covers technical equipment, YH guarantees that the equipment supplied meets the Clients requirements in terms of quality and safety. Whereas, if the equipment is not covered by the offer scope because the Client provides the equipment for the Service, the Client shall be held responsible for compliance to the Standards (ISO 2603 and 4043). Should the quality of such equipment be inadequate from a point of view of quality of the Service or dangerous for the health and safety conditions of the personnel, YH shall not be held responsible either for the quality and safety of the equipment.
The use of TV screens, both to improve the direct visibility of the speaker and of the meeting room, or in exceptional cases as a substitute to the direct visibility, shall be allowed only and exclusively upon previous authorization by YH.
The conditions of travel or trips governed directly by the Client must be such as not to compromise the personal health and safety of the interpreters and therefore not to compromise the quality of their performance as a consequence of hardship or fatigue. If the travel conditions proposed or real are not considered adequate by YH, YH is entitled to terminate the Service, withdraw from the contract, and disclaim any liability for the breach of the Contract.
The Contract shall be deemed as executed when the Client accepts the offer, the specifications contained in the offer and the present Sales Conditions, which are an integral part of the offer. Upon acceptance of the offer, the Client confirms that they have examined and accepted the Sales Conditions hereof. The Contract shall be considered as signed also when confirmed on the portal or in writing by mail.
Each party shall appoint a reference person for Interpreting Project.
Order number and Client data
Upon acceptance of the Contract the Client shall provide YH with all relevant administrative details: order numbers, cost centres, references, descriptions and Billing Client (if any). Should they not provide said details, the execution of the contract is not possible.
Offer and validity
The Services quoted by YH depend on the information supplied by the Client. In order for YH to assess the project correctly and to choose the best type of Service for the Client’s needs, the Client shall clearly indicate: purpose of the service, language pairs, number and profile of participants, location, date of the event, work time.
The offer shall indicate all the elements that are necessary to provide a good service: number of interpreters, work time, equipment, briefing time, streaming registration, ,manque à gagner, jour chomé, if any. Briefing time and non work time will be offered at 50% of the daily fee.
Changes to the contract
The Client may request changes to the Services (adding language pairs, changing the number of interpreters, modification of the duration or the venue of the Service, etc.). Any changes to the contract made after the order confirmation need to be approved by YH in writing and shall be recorded in amendments to the agreed terms and offer; consequently, a new order confirmation may be required. YH shall quote to the Client the updated fee, in accordance with the changes.
YH shall have the right to withdraw from the contract if the changes shall alter significantly the originally agreed terms, i.e. when due to their nature, timing and / or entity, they involve significant changes in terms and or conditions of Service that may compromise the quality of the results.
YH will not bring in changes to the Services without the Client’s written authorization. However, if the Client does not consent to changes deemed as essential by YH for the performance of the Services according to the state of art, that are not predictable in the offer phase, YH shall not be able to provide any quality guarantee for the Services.
Information on the Service
The Client undertakes to communicate to YH detailed information concerning the Services requested, as stated above.
The Client shall be held fully and exclusively liable for the quality of the Services if no or insufficient or late information and documentation is provided.
The Client shall provide for each language pair, the documentation and/or any other useful material to allow YH to provide a quality Service through their interpreters (such as for instance, agenda of the event, scheduled lectures, slides, videos, previously used material, terminology, useful links, reference standards).
The reference material shall be made available by the Client as soon as possible, to allow a reasonable preparation time to the Interpreters (not less than 15 days before the event, in case of congress interpreting).
Inappropriate or illegal content
The Client is also responsible for the contents of the Interpreting Service and shall indemnify YH against any damage or negative consequence they may suffer in connection with the same. YH reserves the right to refuse assignments where the material provided by the Client is deemed as illegal, immoral, inappropriate or detrimental to the rights of others.
YH guarantees that the Interpreting Services ordered will be performed with state of the art equipment and qualified professionals, having excellent academic background and professional experience. YH shall not be held responsible for mistakes made by the interpreter/s, if such mistakes are due to mistakes in the reference material supplied by the Client before the event.
Recording and disclosure
As a general rule, the target of oral translation is the immediate and direct use by the audience. Any recordings, as well as any airing on radio, television, internet or other means, of the interpreter’s voice, require prior written consent from YH.
If the oral translation is reproduced or made available to the public (particularly if on the web), the Client shall state on the same communication media used, that what is being reproduced is an interpreting Service, (possibly specifying the type e.g. congress or chuchotage, consecutive), and make clear that it is not a faithful reproduction of the speaker/s’ words.
Specific risks pursuant to art. 26 D.Lgs. 81/08, paragraph 2).
YH also disclaims liability pursuant to Article 26 of Legislative Decree 81/08 paragraph 2), if the Client has not supplied to YH detailed information on the specific risks existing in the location where the Service is intended to be performed, and on the prevention and emergency measures taken by the Client, YH is entitled to withdraw from the Contract/terminate the Service.
The Client accepts that YH may also appoint worldwide professional free-lance interpreters and providers of equipment for the performance of all or part of the Services.
YH guarantees that all sub-contractors have been selected and certified as skilled to perform the Services. All professional interpreters who work with YH have signed a contract that includes a confidentiality and a non-competition clause
YH disclaims any and all liability for Service discrepancies, faults and failings due to incorrect or incomplete information from the Client concerning the type of Service, profile of participant (for instance if the Client requests Services that are different from those effectively required).
The Client acknowledges, that the aim of an interpreting Service is to facilitate the communication and, for its nature, this cannot be considered a literal reproduction of the words of the speaker/s. Therefore YH disclaims any and all liability for omissions by the interpreter of words or contents of the original speech.
Any claims concerning the Service, need to reach YH in writing within the lawful terms pursuant to Art. 2226 of the Italian Civil Code, following to the final date of the event for which the claim refers. The claims need to mention in detail (referring to actual facts) the discrepancies , faults or failings traced in the Service.
Failure to notify the claim within the above terms shall imply the forfeiture from any other right to claim.
The Client and YH agree that any mistake detected on a part of the Service cannot in any case give ground to claims on the Service in whole.
In case the claim is proved as rightful, YH shall credit, in whole or in part, the fee agreed for the Service ordered.
YH’s liability, for any contractual or non-contractual reason or cause, including any direct and/or indirect damage suffered by the Client or third parties, shall not exceed an amount equal to the fee agreed for the Services in the Contract.
YH undertakes to keep all the reference material provided by the Client as confidential.
YH and the Client mutually agree to keep all the information and documentation exchanged strictly confidential, whether such information is of a technical, commercial, corporate, administrative, financial, business or personal nature – and to use it solely for the purpose of the performance of the contract.
YH agrees further to maintain absolute confidentiality on the Service and on the material, also through written confidentiality agreements from the interpreters. In fact, the role of the Interpreter is, for its nature, bound by the strictest and most severe professional secret.
Information already in the public domain at the time of the disclosure, or that subsequently becomes so for reasons not attributable to YH, or whose disclosure is required either by law or upon request from the Judiciary or of any other Public Authority, shall be exempted from this confidentiality clause.
Express termination clause
In the event of non- or delayed settlement of an invoice by the Client within 30 days from the established due date, YH will send a written reminder by certified email. If the Client does not settle the outstanding invoice within 7 (seven) days from reception of the second written reminder, the Contract shall be automatically terminated, pursuant to Art. 1456 of the Italian Civil Code.
Whenever, due to causes not attributable to YH or to the Client, the performance of the Services shall remain on hold for a period of more than 3 (three) consecutive months, each party shall have the right to terminate unilaterally the Agreement, without any liability whatsoever towards the other party without prejudice to the provisions of art. 1672 of the Italian Civil Code, according to which the Client shall be obliged to pay YH the compensation for lost earning and the expenses already accrued until the reception of the declaration of cancellation.
Similarly, the event of withdrawing from the contract unilaterally and without just cause, the Client shall be obliged to pay for the lost net revenue in addition to all the expenses and fees due to YH and accrued until receipt of the written declaration of unilateral cancellation pursuant to Art. 22272 of the Italian Civil Code
Impossibility to execute the service
If the Service cannot be executed as a result of a cause for which neither YH nor the Client can be held responsible, the contract shall be terminated without liability for any of the parties, without prejudice to the provisions of art. 1672 of the Italian Civil Code.
Joint and several liability
If the Ordering Client decides, after having confirmed an order, that the Services are to be billed to another company or branch, (Billing Client) with a different VAT number and company name, the Ordering Client is required to provide the Project Manager with the Billing Company’s details and with the name of the person authorised to sign the order, before YH issues an invoice for the Services in question. In this case, the legal representative of the Billing Client, at the simple request of the Ordering Client, is required to sign said order, which will detail the fees, terms and conditions accepted by the Ordering Client. If no payment is received from the Billing Client, after a first reminder is sent by certified email, the Ordering Client shall be deemed jointly and severally liable for same, and hence shall take full responsibility for the Billing Client’s obligations as specified in the Contract.
Statutory interest on delayed payments
In the event of delayed payment, either in whole or in part, of the fee after 30 days of the agreed due date, YH reserves the right, without the need for formal notice, to charge the Client statutory interest on delayed payments in accordance with the Italian Legislative Decree No. 231 of 9 October 2002, as amended. In the case of outstanding payments, YH reserves the right to charge the Client the relating bank charges.
The Client becomes owner of the intellectual content of the Interpreting Services once the relevant Contract is executed and the remuneration has been paid to YH.
YH Code of Ethics
YH operate in compliance of a Code of Ethics based on principles of loyalty and fairness towards all their stakeholders. The principles of the YH Code of Ethics are a fundamental and integral part of each and every contract, and are mutually acknowledged by the parties. To read the provisions of our Code of Ethics, before accepting them, visit our website www.yellowhub.it.
Code of Conduct of the Italian Language Industry Association
YH undertakes to carry out the orders received by the Client with the utmost diligence and competence. YH respect the Code of Conduct of the Italian Language Industry Association, Federlingue, of which they are a member.
Compliance to Quality Management System standards
YH complies with the ISO 9001 standard governing quality management systems.
YH is certified and subject to statutory audits by the certification body ANCIS, Viale Bianca Maria 35, 20122 Milan. To take a look at the certificates, visit www.yellowhub.it.
Management Model for Organisations – Ex Decree Law 231/2001
YH is certified as having set in place procedures to monitor the administrative liability of legal entities in their relations with Public Administration Entities.
Data Protection ex Decree Law 231/2001
The Data Controller is YH, in the person of its legal representative, Giuliana Masolo. YH has implemented a policy for the protection of personal data processed, in compliance with the EU Regulation, as described in the document “Data Protection Policy” drafted by the company, for the protection of the Client’s privacy.
In compliance with the Regulation’s principles of transparency, YH confirms that the only data collected concerning the Client are those required for the purposes of registering the said in their CRM system and for project-related, administrative and accounting purposes. Said data is processed solely for the purposes of performing the Services entrusted to YH and to inform the Clients of any new Service available.
Please read our Privacy Statement (Art. 13 GDPR 2016/679) below.
This Contract, and any matter not covered herein, shall be governed by the Italian Civil Code and by the Italian law.
If any provision of this document should be considered invalid or ineffective, said invalidity or ineffectiveness shall not affect the validity of the remaining provisions, which will continue to be fully effective. Dispute concerning or connected with this Contract shall be submitted to the arbitration of the Chamber of Commerce of Milan.
(Article 13, GDPR 2016/679)
Yellow Hub Srl, based in Milan, Via Napo Torriani 29, respects your privacy concerns. Hence, hereby wishes to inform you for what purposes your personal data is used and how it is protected, and to request that you give your consent to its processing.
Your personal data may be processed for the following purposes:
Yellow Hub’s data processing scope covers: the collection, registration, organisation, storage, modification, extraction, portability, limitation, cancellation and destruction of your data.
Your data will be processed either in hard copy or in electronic form, depending on the purpose for which it is processed, either by internal or external collaborators of Yellow Hub. Both the internal or external collaborators of Yellow Hub have signed specific letters of appointment, in compliance with the obligations of fairness, lawfulness and transparency imposed by the Regulation and protecting your privacy and rights.
Nature of personal data
The following data may be subject to processing:
Personal and business contact information (such as name, surname, company role, company name, postal address, e-mail address, telephone and fax number), and other personal information we may require to customise a service (in particular, to organise a training course around your specific needs, for example your level of knowledge of a language and your objectives).
Mandatory nature of the conferment of personal data
The conferment of your data is necessary to fulfil contractual, legal, administrative and fiscal obligations. Failure to communicate or the incorrect disclosure of your personal data may affect the Data Controller’s ability to comply with the contractual agreements or the obligations imposed by current legislation.
Scope of communication and dissemination of data
Your data will not be disseminated externally. Yellow Hub may only communicate same to:
In this regard, please note that Yellow Hub Srl accepts no liability for the processing of your personal data by an interpreter or teacher appointed by Yellow Hub whom you allow to use your personal data after the conclusion of the course or interpreting service contracted with Yellow Hub. Yellow Hub requests its teachers and interpreters to destroy your personal data at the end of the course or interpreting service, and to sign a binding confidentiality agreement based on the relationship between Yellow Hub and the professional.
Any further communication will take place only with your explicit consent.
Maximum retention period
Your data collected for mandatory purposes will be stored by Yellow Hub for the period of time provided for by current legislation; instead, data collected for other purposes will be stored and used until you exercise your right of revocation.
Rights of the data subject
You can exercise your rights of access (Article 15), rectification (Article 16), erasure/’right to be forgotten’ (Article 17), restriction of processing (Article 18), and data portability (Article 20) under the EU regulation, by contacting the Data Controller or the Data Processor (firstname.lastname@example.org).
In accordance with the available choices and as required by current law, you may revoke your previous consent or raise objections to the processing of your data at any time, for legitimate reasons and without charges, by contacting the Data Controller or the Data Processor (email@example.com), and in the future we will apply the preferences expressed by you.
The Data Controller is Yellow Hub, in the person of its legal representative, Giuliana Masolo.
We hereby offer you some choices on how we can communicate with you and the information that concerns you that we can collect: