The Transfluent Translator Agreement (hereinafter referred to as the “Agreement”) is applied to translation assignments and the business relationship between the Translator and the Customer. The Agreement supersedes any prior agreement between the Translator and the Customer. The term “Translation” refers to the translation of a message from the source language into the target language, in accordance with good translation practice. Within the context of this document, the term “Translator” refers to a translator agreeing to perform translation work for Transfluent Ltd under these terms, and the term “Customer” refers Transfluent Ltd and its subsidiaries and affiliates, or to the contact person authorised to represent the said person or organisation.
Within the timetable agreed, the Customer shall hand over all the documents necessary for the work that has been ordered, as well as auxiliary material, such as previous translations, lists of terms, publications, illustrations and other basic information in the customer's possession, to the extent necessary. Whenever needed, the Customer shall introduce the Translator to special methods or to the structure and function of technical devices described in the source text. The Customer is responsible for the basic information, instructions and stipulations pertaining to the order that the Customer gives to the Translator. The Customer is also responsible for the suitability of the Translation for its intended purpose.
If the Customer wishes to make changes to the source text while the translation work is in progress, the Translator must be informed of the desired changes in writing and without delay. As soon as possible, the Translator, in turn, must inform the Customer as to how the desired changes will affect the Translator's deadline and the fee to be charged. The Customer is responsible for the costs incurred because of the changes.
The Translator shall carry out the assignment with the necessary professional skill and in accordance with good translation practice.
The Translator is responsible for executing the assignment as agreed. The Translator is also responsible for the Translation as concerns any experts who have been consulted, unless otherwise agreed between the Customer and Translator.
If the source text is ambiguous or flawed, and the Customer or the contact person authorised to represent the Customer does not provide the necessary clarification upon request, the ambiguity in the source text must be indicated in the relevant segment of the Translation.
The Translator is not responsible for corrections and changes that the Customer or some other party makes to the Translation after it has been delivered to the Customer.
If errors or flaws are discovered in the Translation, the Translator has the right and the duty to correct them, at the Translator's own expense, within a reasonable time. In addition, the Translator is responsible for compensating for the damage so caused, as described under 3.3 herein.
The Translator is responsible for any direct damage the Translator has caused to the Customer. However, the amount of damages which may be payable by the translator shall be at most the total sum received for the Translation.
The Translator is not responsible for any indirect or consequential damage that may occur. These limitations, or the limit on damages, however, do not apply in cases where the damage results from the Translator's intentional act or gross negligence.
The customer shall immediately check the Translation delivered by the Translator. Unless the customer has filed a written claim concerning either the quality of the work or potential errors within 30 days of the posting or other delivery of the Translation to the Customer, the Customer is considered to have approved the Translation.
After the said period, the Translator is still responsible for errors or flaws that the Customer can prove to have been caused by the Translator's intentional act or gross negligence and that the Customer could not reasonably discover within 30 days of the posting or other form of delivery of the Translation to the Customer. The Translator is released from this liability three years from the date when the Translation is delivered to the Customer.
The Translator invoices the Customer in accordance with the grounds that have been agreed upon in advance. If the payment is delayed, the Customer is additionally required to pay interest for late payment in accordance with the Interest Act, and to compensate for any recovery fees that may be incurred.
The Customer and Translator may agree upon the translation work only in writing, either via the Customer’s translation platform, or via email. When an agreement is made, the deadline for the Translation must be set.
The completed Translation is delivered to the Customer electronically, unless the parties have agreed upon some other mode of delivery. The Translator invoices the Customer once a month for work performed during the month.
The work must be done in accordance with the timetable set.
If changes of the type referred to in section 2.2. above increase the amount of work or otherwise slow down the translation process, the Translator is entitled to have the timetable extended as needed.
The Translator is not responsible for a delay in the work resulting from the Customer's failure to supply the Translator with the source text or auxiliary material either when the agreement was reached or at some other time that had been agreed upon; nor is the Translator responsible for a delay stemming from some other reason attributable to the Customer.
Having found the work to be more demanding than assessed in advance, the Translator must immediately notify the Customer thereof.
If the Translator's lateness is caused by an event of force majeure, the parties shall agree upon an extension of the deadline or the termination of the assignment.
The Customer must be notified of a failure to meet the deadline in writing as soon as the deadline has passed or as soon as the failure to meet the deadline can be anticipated. Measures to be taken as a result of a failure to meet the deadline are agreed upon separately.
If the Customer cancels a translation assignment, the Translator is entitled to compensation for any work done up until the date of cancellation, for preparatory work done in view of the incomplete portion of the Translation, for the time reserved to do the Translation, for any delivery costs involved, for other extraordinary expenses and for damage and loss stemming from the cancellation.
If the Customer considers that the Translator is not entitled to the above compensation, the Customer has the burden of proving that the Translator has not carried out the claimed work or preparations. Similarly, the Customer has the burden of proving that the Translator has not incurred extraordinary expenses or damage or losses.
The Translator may have certain copyrights to the translated text as referred to in the Copyright Act of Finland (404/8 July 1961, with amendments). To the fullest extent possible, the Translator transfers the copyrights and immaterial rights to the translated text to the customer. The Translator grants all rights, without expiry or any limitations, to alter, make copies or compilation of the work, and rights to distribute and transfer the copyright to a third party. What applies to work conducted under the Agreement is applied to compilation work as well. If any such copyright or immaterial right cannot be transferred, the Translator grants the customer a freely transferable license to the copyright or immaterial right free of charge.
The Translator accepts and understands that if they want their name to be mentioned in films, television programmes and radio broadcasts, in translations of literature and in other printed works, this must be requested in writing before the work is commenced. If no such request is made, the Customer assumes that the Translator’s name shall not be mentioned.
In all types of translation assignments, the Customer will only arrange for the Translator’s name to be mentioned if a separate agreement is made between the Customer and the Translator.
The term "Confidential Information" refers to all work and related material assigned under the Agreement, 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. The 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 the Translator’s possession or under the 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 the Agreement or immediately when Translator stops needing the information for providing the translation services.
The possible termination or expiry of the Agreement shall not release the Translator from its confidentiality obligations in relation to the Confidential Information set out in the Agreement.
There is no employment relationship between Transfluent and the Translator, and the parties to the Agreement shall be considered independent contractors for the purposes of the Agreement. The Agreement shall not be construed as establishing any relationship of subordination or employment between the parties whatsoever.
If it is 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, the Translator undertakes to indemnify Transfluent for any payment and expense actually paid or required to be paid by Transfluent in connection with such a decision.
Disputes between the Translator and the Customer arising from the Agreement are settled either by the District Court of the Translator's domicile or by the Helsinki District Court, in accordance with Finnish law.