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Transfluent Translator Agreement

1. General

The Transfluent Translator Agreement ( “Agreement”) is applied to translation assignments and the business relationship between Transfluent Ltd or any of its affiliated (together “Transfluent”) and the translator who performs translation work for Transfluent under the terms of this Agreement and has agreed to be bound by the terms contained in this Agreement (“Translator”). This Agreement supersedes any prior agreement between the Translator and Transfluent. The term “Translation” refers to the translation of a text from the source language into the target language, in accordance with good translation practice, carried out by the Translator according to a task assignment received from Transfluent.

2. Transfluent's responsibilities

2.1. Handing Over of Material

Within the agreed timetable, Transfluent shall hand over all documents required to perform 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 Transfluent’s possession, to the extent necessary. Whenever needed, and to the extent necessary, Transfluent agrees to introduce the Translator to special methods or the structure and function of technical devices described in the source text. Transfluent is responsible for making available any basic information, instructions and stipulations pertaining to the order that Transfluent gives to the Translator.

2.2. Changes

If Transfluent wishes to make changes to the source text while the translation work is in progress, Transfluent agrees to inform the Translator of the desired changes in writing and without delay. In turn, the Translator must inform Transfluent without delay as to how the desired changes will affect the Translator's deadline and the fee to be charged. Transfluent is responsible for any additional costs demonstrably incurred by the Translator because of the changes.

3. Translator's Responsibilities and Liability

3.1. Execution of the Work

The Translator shall carry out the assignment with due care, necessary professional skill and in accordance with good translation practice and the agreed time schedule. Unless Transfluent has specified otherwise, the Translator uses the tools (such as software, translation memory and other databases) made available by Transfluent to perform the translation work. The Translator agrees to use such tools only as necessary to provide the Translation and undertakes not to retain any copies of the Translation (of any parts or segments thereof) on any Translator’s computer or other terminal device or other storage media. Any rights given to the Translator to use Transfluent’s tools are personal to the Translator and may not be transferred to any other party. Additional terms and conditions may apply to the use of such tools, and the Translator agrees to comply with any such terms.

3.2. Responsibility for Errors and Changes

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 Transfluent and Translator. If the source text is ambiguous or flawed, and Transfluent does not provide necessary clarification upon Translator’s reasonable request, such ambiguity or flaw in the source text must be indicated in the relevant segment of the Translation or communicated to Transfluent through other means.

The Translator is not responsible for corrections and changes that Transfluent or some other party makes to the Translation after it has been delivered to Transfluent. If errors, defects or flaws are discovered in the Translation, the Translator has the right and the obligation to correct them, at the Translator's own expense, within the time frame indicated by Transfluent in its reasonable opinion. In addition, the Translator is responsible for compensating for the damage caused to Transfluent as a result, as described under 3.3 herein.

3.3. Translator’s Liability

The Translator is responsible for any direct damage caused to Transfluent by any error, defect or flaw in the Translation or other breach by the Translator of its obligations under this Agreement. However, the Translator’s liability for damage is limited to the total sum received by Translator for the Translation.

The Translator is not responsible for any indirect or consequential damage that may occur. The limitations of liability described in this Section 3.3 do not apply in cases where the damage results from the Translator's intentional act or gross negligence or breach of Translator’s confidentiality obligations.

3.4. Claims by Transfluent

Transfluent agrees to inspect the Translation delivered by the Translator without delay. Unless Transfluent has provided a written claim concerning either the quality of or errors in or other non-conformities relating to the Translation within 30 days of receipt of the Translation by Transfluent, Transfluent is considered to have approved the Translation.

After the said period, the Translator is still responsible for errors, defects or flaws that Transfluent can show to have been caused by the Translator's intentional act or gross negligence and that Transfluent could not reasonably discover within 30 days of the receipt of the Translation by Transfluent. The Translator is released from this liability after three years from the date of receipt of the Translation by Transfluent.

4. Invoicing

Invoicing is based on the pricing the Translator and Transfluent have mutually agreed upon, and on the amount of work Transfluent has ordered.

Invoicing takes place monthly by self-billing. Transfluent creates and sends the Translator a draft of the self-billing invoice into which the Translator can make necessary changes (such as adding invoice number, reference number, or change bank account number), until a week before the due date. If the Translator makes no changes, the draft invoice will become the final self-billing invoice. Transfluent will not accept invoices generated in any other way.

If the payment is delayed, Transfluent is additionally required to pay interest for late payment in accordance with the Finnish Interest Act.

5. Deadline, Delay and Cancellation of Work

5.1. Assignments, Deadline and Mode of Delivery

Transfluent and Translator will agree on the assignments for translation work only in writing, either via Transfluent’s translation platform or email. When an agreement is made, the deadline for the Translation will also be defined.

The completed Translation is delivered to Transfluent electronically, unless the parties have agreed on other method of delivery.

5.2. Delay

The work must be done, and the Translation completed and delivered to, Transfluent in accordance with the defined timetable.

If changes referred to in section 2.2. above increase the amount of work or otherwise could delay the translation process, Transfluent agrees to allow a reasonable extension to the timetable, having regard to the scope of the requested change.

The Translator is not responsible for a delay in the work resulting from Transfluent’s failure to supply the Translator with the source text or auxiliary material at the agreed timetable; nor is the Translator responsible for a delay resulting from some other reason attributable to Transfluent. In case the Translator finds the work to be more demanding than initially assessed, the Translator must immediately notify Transfluent thereof.

If the Translator's delay is caused by an event of force majeure, the parties shall agree upon an extension of the deadline or the immediate termination of the assignment. Transfluent must be notified of a failure to meet the deadline in writing as soon as the Translator’s 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.

5.3. Cancellation of Work

If Transfluent cancels a translation assignment after its commencement, the Translator is entitled to compensation for the work duly performed up to the date of cancellation and as additional compensation [20] % of the agreed fees that remain unpaid due to cancellation, provided that the Translator delivers the completed part of the Translation to Transfluent. The translation assignment is considered commenced when the Translator begins the actual translation work. However, Transfluent is not obligated to pay the additional compensation in case Transfluent cancels the assignment before the translation work is actually commenced or due to reasons attributable to the Translator.

6. Copyright

The Translator may have certain copyrights to the Translations as referred to in the Finnish Copyright Act (404/8 July 1961, as amended). To the fullest extent possible, the Translator irrevocably transfers all copyrights (including the right to modify the work and to transfer or assign the rights further), ownership and other possible intellectual property rights to the Translations and other results to Transfluent. 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 (including by way of licensing). What applies to work conducted under the Agreement is applied to compilation work as well. If any such copyright or intellectual property right cannot be transferred as matter of mandatory law, the Translator grants Transfluent the exclusive, perpetual, irrevocable, worldwide, royalty-free and freely transferable license to utilize the Translation in Transfluent’s business, without any limitations.

The Translator accepts and understands that if he/she wants his/her 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, Transfluent assumes that the Translator’s name shall not be mentioned. In all types of translation assignments, Transfluent will only arrange for the Translator’s name to be mentioned if a separate agreement is made between Transfluent and the Translator.

7. Confidentiality

For the purposes of this Agreement, "Confidential Information" refers to all work, information and materials Transfluent may make available to the Translator under this 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, any personal data and/or other business information. For clarity, any Translations (including drafts and any other incomplete versions) are Confidential 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 this Agreement or immediately when Translator no longer needs 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 this Agreement.

8. Personal Data

In case Transfluent makes any personal data available to the Translator, whether contained in the materials provided for translation or otherwise, the Translator agrees to (i) use such personal data only for producing the Translation; (ii) not separate from original context, separately copy or store, or create a database of any personal data; (iii) process personal data only through the tools and in accordance with the instructions given by Transfluent, and ensure appropriate data security of any Translator’s own equipment, connections and software it may use; and (iv) keep personal data strictly confidential and bearing in mind that personal is Confidential Information.

It is not the intention of the parties that a relationship of a processor and sub-processor would exist between the parties. However, in case such a relationship would be deemed to apply, for example, due to the contents of the materials provided for translation, the processing is carried out in accordance with the data processing terms set out in Annex 1.

9. Independent Contractors

9.1 No Employment or other Relationship

This Agreement between the Translator and Transfluent does not constitute an employment agreement pursuant to laws of Finland or any other jurisdiction. This Agreement shall not be construed as establishing any relationship of subordination or employment between the parties whatsoever. The Translator warrants that it will take care of its own social security arrangements and carry out the work using its own equipment. The Translator will act as an independent contractor and this Agreement merely governs the tasks and duties of both parties as agreed hereto only. The responsibilities of the Translator are to provide Transfluent with the agreed Translations only. The Translator can independently decide on the how the work is factually carried out as long as the end result of the Agreement is as agreed. The Translator is responsible for its tax and social security payments in its country of origin / incorporation independently and Transfluent will not be responsible for any such payments. In case the Translator is deemed to be an employee of Transfluent by tax or any other local authority, 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.

9.2 Foreign Translators

The Translator warrants that it is tax resident in its country of residence / incorporation and it does not have any taxable presence in Finland. The work governed by this agreement is done exclusively outside of Finland.

9.3 Finnish Tax Resident Translators

The Translator is registered as self-employed (Toiminimi) or the Translator is operating as a Finnish registered partnership (Ay/Ky) or a corporation (oy) or a co-operative (osuuskunta). These forms of business have a valid prepayment tax registration (ennakkoperintärekisteröinti). Alternatively, the translator can utilize a Finnish invoicing service (kevytyrittäjyys) by providing applicable payment details.

10. Applicable Law and Disputes

This Agreement is governed and construed in accordance with the laws of Finland, excluding its choice of law provisions.

Disputes between the Translator and Transfluent arising from this Agreement are settled either by the District Court of the Translator's domicile or by the Helsinki District Court, in accordance with Finnish law.

ANNEX 1 – Data Processing Terms

The provisions of this Annex 1 apply to processing of personal data between Transfluent and the Translator.

In relation to the personal data being processed, the customer of Transfluent (“Customer”) is the controller, Transfluent the original processor processing personal data on Customer’s behalf, and Translator Transfluent’s sub-processor who processes the personal data for the sole purpose of providing the Translation.

The types of personal data and categories of data subjects subject to processing depend in each case on the materials to be translated and are as made available in the materials.

As a sub-processor, the Translator agrees to:

(i)process the data subjects’ personal data in accordance with applicable data protection laws (“Laws”) only on behalf of and on account of Customer, for the sole purpose of providing the Translation and in conformance with the Laws;

(ii)process the data subjects’ personal data in conformance with Transfluent’s and Customer’s documented instructions (as they may be amended from time to time), including with regard to transfers of personal data to a third country or an international organization;

(iii)keep the personal data it processes confidential and ensure that all permitted persons it engages in the processing of personal data have committed themselves to, or are bound by statutory, confidentiality obligations;

(iv)take appropriate technical and organizational data security measures, in accordance with the requirements of this Agreement and the Laws, to ensure the confidentiality, integrity and availability of the personal data, and regularly evaluate their effectiveness and sufficiency in relation to risks associated with the processing;

(v)assist Transfluent, and upon Transfluent’s request, Customer directly, by appropriate technical and organizational measures in fulfilling their respective obligations with respect to responding to requests for exercising the data subjects’ rights as laid down in the Laws;

(vi)assist Transfluent, and upon Transfluent’s request, Customer directly, in ensuring that the controller’s obligations are complied with, in the extent set out in the Laws;

(vii)delete or return, as separately instructed, all personal data processed under these data protection terms after the end of the provision of the Translation, unless further storage is required pursuant to EU or national laws applicable to the Translator, in which case Partner notifies Transfluent thereof;

(viii)notify Transfluent without delay upon becoming aware of a personal data breach or in case he/she considers any written instructions violate the Laws;

(ix)not engage or use the services of other data processors in the processing of Customer’s personal data without Transfluent’s explicit prior authorization;

(x)not transfer personal data outside the EU/EEA without having Transfluent’s prior written consent and complying with Transfluent’s written instructions relating to such transfers; and

(xi)make available to Transfluent all information necessary to demonstrate compliance with the processor’s obligations set out in these terms and the Laws, and allow for and contribute to audits and inspections conducted by Transfluent or Customer, or another independent auditor mandated by them.