Translator Terms and Conditions
These terms and conditions govern the provision of Translation Services by Translator to Transfluent. By signing or otherwise accepting a Translator Agreement (e.g. by email or on Transfluent’s website) or by accepting this Agreement as part of a sign-up procedure (e.g. by clicking “I agree”), the Translator accepts these terms and conditions and agrees to abide by them.
“Agreement” means these Translator Terms and Conditions and the Translator Agreement executed between the Parties.
“Platform” means Transfluent’s platform or website through which the Translator can accept Translation Service assignments and submit Translations.
“Transfluent” means Transfluent Oy (Business ID 2147448-3), address: Tallberginkatu 1 C 135, 00180 Helsinki, Finland.
“Translation” means the work product of Translator’s Translation Service.
“Translation Service” shall mean the Translation Services performed by Translator to Transfluent hereunder based on assignments for Translation Services.
“Translator” means the Translator set out in the Translator Agreement.
“Translator Agreement” means an executed written or electronic translator agreement for the provision of Translation Services by Translator to Transfluent, including a translator agreement accepted on Transfluent’s website.
“Party” means Translator or Transfluent (jointly the “Parties”).
PROVISION OF SERVICES
During the term of this Agreement, Translator performs Translation Services to Transfluent as set out below.
The Agreement shall not be construed as restricting Transfluent’s right to obtain services from third parties or restricting the Translator’s right to provide services to third parties.
The Translator shall not employ any sub-contractor to fulfil, or assist with, the Translator’s obligations under this Agreement. Assigning a third-party to perform the Translation Services is considered a material breach of this Agreement.
Translator shall render the Translation Services independently in its own working space by using its own working methods and devices (e.g. its own laptop).
During the term of this Agreement, the Translator is granted access to Transfluent’s Platform through which the Translator will be able to accept Translation assignments and submit Translations. In order to use the Platform, the Translator must create a user account by following the registration instructions in the Platform and accept a Translator Agreement. The Platform credentials are personal. The Translator shall ensure that any user account credentials and equivalent information required to access the user account of the Translator are kept confidential and used in a secure manner not accessible by third parties. Where it is suspected that any unauthorized person has become aware of a Translator’s user account credentials or has access to the user account of the Translator, the Translator shall immediately inform Transfluent thereof. The Translator shall be responsible for any use of the Platform and any activity under the user account of the Translator.
The Translator shall only accept assignments for Translation Services in languages that the Translator is fluent in. The Translator must acknowledge potential conflicts of interest and the limits of its own abilities. The Translator must provide accurate information to Transfluent of the level of the Translator’s language skills.
Transfluent is not obliged to purchase any Translation Services from Translation on the basis of this Agreement. The Translator is not guaranteed a specific quantity of Translation Service, as the quantity is conditional on how much Transfluent’s services are used and on the availability of the Translator. For clarity, Transfluent guarantees no Translation assignments to the Translator.
When the Translator accepts an assignment for Translation Services through the Platform, the Translator commits to deliver the Translation in accordance with the instructions for the relevant assignment and commits to submit the Translation to the Platform on or before the deadline set out in the assignment for Translation Services.
In case of missed deadlines and in case Translator has not uploaded the Translation into the platform in accordance with the instructions for the assignment for Translation Services, Transfluent has the right to refuse payment to the Translator in whole or in part and/or terminate the Agreement.
The Translator undertakes to perform the Translation Services with the professional skill consistent with generally accepted industry standards. The Translator agrees to work according to instructions provided in the assignment for Translation Services (including any product guides and style guides). The Translator must read the instructions carefully and deliver a high-quality translation using the translation memory available (if applicable) and the term base available for the assignment (if applicable) and using the standard CAT tool provided (if applicable) or his own CAT tools and proofreading the Translation prior to submitting the Translation.
If the Translation contains defaults such as grammar mistakes, spelling mistakes, missing parts, machine translation, or machine conversions, Transfluent may terminate the Agreement with immediate effect. The Translator will not receive any payment for such defective Translation Services.
In case changes are requested to the Translation by Transfluent from Translator due to quality deficiency in the original Translation, Translator undertakes to make the corrections without undue delay free of charge.
In case the Translator has any questions regarding the Translation Services or the assignment, the Translator should use the Platform to make queries either to Transfluent or Transfluent’s client having assigned the Translation.
REMUNERATION AND PAYMENTS
The remuneration for the Translation Services is set out in the Translator Agreement.
On the 4th day of each calendar month, the Platform generates a calculation of Translation Services provided by Translator to Transfluent during the previous calendar month. Translator shall submit an invoice to Transfluent (via email to email@example.com or as instructed) based on such calculation with a payment period of 30 days net. Translator shall invoice the Translator Services without undue delay but at the latest within 3 months from the calculation provided by Transfluent. Invoices submitted after this deadline shall be deemed void.
For clarity, the calculation generated by the Platform sets out the entire compensation for the Translation Service. The Translator is not entitled to any cost compensation, benefits or reimbursement of travelling expenses or any remuneration based on Translator’s own calculations of Translation Services provided.
The Translator is responsible for the costs of its own devices and connections required to provide the Translation Services.
The Translator agrees that Transfluent is entitled to make deductions from the Translator's remuneration if the Translation Services are not performed in time or if the Translation Services fail to fulfil expected quality standards.
The Translator shall be solely responsible for its own tax obligations and for obtaining any statutory employment and social security insurances.
INTELLECTUAL PROPERTY RIGHTS
The Translator assigns and transfers to Transfluent all intellectual property rights created by the Translator while performing its obligations set out herein, including the Translation Services, and all intellectual property rights to the Translation. Such rights granted to Transfluent shall include the right to amend the Translation and any other materials created or developed by the Translator hereunder as well as the right to assign and license such rights granted to Transfluent. For the purposes of this Agreement, the Translator waives any possible moral rights the Translator may have in relation to the rights assigned to Transfluent herein.
The Translator warrants that the Translation does not infringe any intellectual property rights of any third party. The Translator shall at its own expense defend, indemnify and hold Transfluent harmless against all third-party claims that the Translation infringes any intellectual property rights or other rights of a third party and compensate Transfluent for any costs and damages resulting from such intellectual property rights infringement claim.
Transfluent retains all intellectual property rights (including without limitation copyrights, related rights, design rights and trademarks) relating to the Platform or its contents. Translator has only a limited right to use the Platform in a manner and form offered to Translator from time to time.
The Translator agrees to not register any trademark, trade name, domain name, e-mail address, or social media account that is confusingly similar to any marks, names or symbols used by Transfluent.
The Translator undertakes not to, at any time during the term of this Agreement and for a period of 6 months from the termination of this Agreement, without the prior written consent of Transfluent directly or indirectly:
solicit, or assist any third party in soliciting, any client of Transfluent;
carry out any actions that may damage Transfluent’s relationship with any of its clients.
The obligations of the Translator set forth in this Section shall survive the termination of this Agreement.
The term "Confidential Information" means all assignments for Translation Services and all material and information related to the Translations, as well as any other confidential or proprietary information, concerning the business of Transfluent or a third party (such as a customer, supplier, partner, agent or distributor of Transfluent), disclosed indirectly or directly in any form whatsoever to the Translator, whether or not labelled as “confidential”, including, without limitation, technical, commercial, financial and legal information as well as company strategies, designs, clients and suppliers, know-how, correspondence, research and development work, and/or other business information.
Translator shall treat as confidential and not disclose to any third party any Confidential Information, in whole or in part, and shall only use Confidential Information for providing the Translation Services. The Translator shall not in any circumstances use or take advantage of the information regarding the Translations for any other purpose than carrying out the Translation Service. Translator must comply with any data security and confidentiality guidelines provided by Transfluent.
All Confidential Information and any Translations which may have been made or prepared by the Translator or have come into Translator’s possession or under Translator’s control during the term of the Agreement shall as between Transfluent and the Translator be deemed to be the property of Transfluent. All material embodying Confidential Information including all copies of any kind, shall be returned to Transfluent or destroyed in a verifiable way promptly upon the expiry or termination of this Agreement or immediately when Translator stops needing the information for providing the Translation Services. Unless otherwise instructed, all copies of Translations must be deleted from Translator’s devices and other media (including any paper copies) within 3 months from submission to the Platform.
In the event that the Translator breaches or violates its secrecy obligations set out herein, the Translator undertakes to pay liquidated damages to Transfluent in the amount of EUR 20,000 per each such breach. Payment of the liquidated damages does not limit Transfluent’s right to receive compensation for damages exceeding the amount of the liquidated damages and does not give Translator permission to continue breaching the terms of this agreement.
The possible termination or expiry of this Agreement shall not release the Translator from its confidentiality obligations in relation to the Confidential Information set out in this Agreement.
TERM AND TERMINATION
The Agreement comes into effect on the date the Parties have executed the Translator Agreement. The Agreement will remain in effect until further notice with a mutual 14 days’ notice. Despite such termination, all accepted assignments for Translation Services must be completed by Translator. In case of such unfinished assignments, the terms and conditions of this Agreement shall stay in force until the completion of such assignment.
The Parties have the right to terminate the Agreement with immediate effect in case the other Party materially breaches their obligations under this Agreement.
The validity of the clauses that by their nature are intended to survive the termination or expiry of this Agreement shall not be affected by the expiry or termination of this Agreement.
LIMITATION OF LIABILITY
The Platform may at any time be interrupted or permanently discontinued. Transfluent is not responsible for damages caused by such interruptions or suspensions.
The Parties shall not be liable to each other, whatever the cause thereof, for any indirect damages arising under this Agreement, such as loss of profit or goodwill. The aforementioned restriction shall not apply to damages caused by breaching the confidentiality obligations of this Agreement or damages resulting from the gross negligence or willful misconduct of a Party or to deductions made by Transfluent to the sums payable to Translator in accordance with this Agreement.
Transfluent’s liability shall not exceed the sums paid to Translator by Transfluent hereunder.
There is no employment relationship between Transfluent and the Translator and the Parties shall be considered independent Translators for the purposes of this Agreement. This Agreement shall not be construed as establishing any relationship of subordination or employment between the Parties whatsoever.
If it determined by a competent court or authority that an employment relationship exists between Transfluent and the Translator on the basis of the obligations set out herein, Translator undertakes to indemnify Transfluent for any payment and expense actually paid or required to be paid by Transfluent in connection with such decision.
GOVERNING LAW AND DISPUTE RESOLUTION
The Agreement will be executed in accordance with and shall be governed by the laws of Finland.
Any dispute, controversy or claim arising out of or relating to the Agreement or the breach, termination or validity thereof shall be settled primarily by amicable negotiations between the Parties.
Should negotiations not lead to a settlement between the Parties within 60 days from commencing the negotiations, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matters covered and supersedes all prior agreements relating to the subject matters covered.
If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
Headings used in this Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein.
This Agreement or the rights or obligations under this Agreement will not be assignable by the Translator without a written consent of Transfluent. Transfluent may assign this Agreement to an affiliate or to a third party as part of a sale or transfer of its business operations pertaining to this Agreement.
Transfluent is entitled to amend the Agreement, including any applicable remuneration, by providing the Translator with at least 30 days prior notice. If the Translator does not accept the change made by Transfluent to the Agreement, the Translator has the right to terminate the Agreement by notifying Transfluent thereof in writing prior to the effective date of such change.