a. These Terms of Engagement shall be applicable to contractual agreements between the Supplier (hereinafter termed "Supplier") and the Client EasyTranslate A/S, Central Business Register (CVR) no. 33240562 (hereinafter termed "EasyTranslate"), provided nothing to the contrary has been expressly agreed or is mandatorily prescribed by law.
2. Order scope
a. The Supplier agrees to carry out services for EasyTranslate. Services include, but are not limited to: translation, interpretation, DTP/layout, voice-over and copywriting. The jobs will be specified in detail in the Purchase Order e-mailed to the Supplier by EasyTranslate.
b. The Supplier declares that he/she has the necessary qualifications, experience and training to carry out assignments for EasyTranslate.
c. All services must be delivered by the Supplier by the specified deadline so that they can be delivered to EasyTranslate's clients on time.
d. EasyTranslate cannot guarantee the Supplier a specific number of assignments or any specific turnover.
e. Services shall be carefully rendered in accordance with the principles of accepted professional practice. EasyTranslate shall receive the contractually agreed rendering of the services.
3. EasyTranslate’s obligation of cooperation and duty of disclosure
a. EasyTranslate shall be required to apprise the Supplier in a timely manner of required forms of order execution respective to the services (intended use, delivery on data carriers, number of copies, readiness for printing, translation format, etc.).
b. EasyTranslate shall make information and documents that are required for the preparation of the translation available to the Supplier upon order placement (terminology of the client, images, drawings, tables, abbreviations, internally used terms, etc.).
4. Rights of EasyTranslate in the instance of defects
a. If EasyTranslate or that Party’s clients identify errors or deficiencies in the translation, the Supplier shall be obligated to correct these errors and deficiencies without further payment. In such cases, the Supplier will not receive payment for the assignment until the Client has approved the translation.
b. The Supplier reserves the right to effect subsequent performance. In the first instance, EasyTranslate shall solely be entitled to demand elimination of the deficiencies contained in the translation.
c. The right to have subsequent performance effected must be asserted by EasyTranslate, duly specifying the deficiency in precise terms.
d. In the event that the Supplier shall fail to eliminate the deficiencies asserted within a suitable time frame, or should the Supplier refute such elimination of deficiencies, or should the elimination of deficiencies be deemed to have failed, EasyTranslate may, after consulting the Supplier, arrange to have the deficiencies eliminated, at the latter’s expense, by another supplier, or – at EasyTranslate’s discretion – may demand a reduction in the fee or may withdraw from the Contract.
a. The Supplier shall be liable only in the instance of that Party’s own grossly negligent or intentional breach of an obligation. Damages that are not to be classed as constituting gross negligence are those caused by computer malfunctions and disruptions in e-mail transmission or those caused by viruses. The Supplier shall take precautions in this regard by deploying anti-virus software.
Liability in the instance of the Supplier’s own slight negligence shall be effective exclusively if fundamental contractual obligations are breached.
6. Professional secrecy
a. The Supplier undertakes to maintain confidentiality in respect of all facts to which that Party becomes privy in relation to work carried out for EasyTranslate.
b. The Supplier must observe unconditional confidentiality regarding all confidential information pertaining to EasyTranslate and EasyTranslate's clients and partners and may not use this information for any purpose other than compliance with the Supplier Contract. Confidential information includes information of any kind not intended to be passed on, including business strategies, business concepts, prices and rates, data, drawings, images, specifications, manuals, instructions, accounting information, etc.
c. This obligation of confidentiality shall be applicable for an indefinite period of time, even beyond cessation of validity of the Supplier Contract, regardless of the reason for termination.
7. Involvement of third parties
a. The Supplier shall have the right to consult employees or competent third parties for purposes of order execution.
b. When consulting competent third parties, the Supplier is to ensure that the latter undertake to observe confidentiality in accordance with Clause 6.
c. Under this Supplier Contract, the Supplier must act as an independent trader in relation to both EasyTranslate and third parties.
d. The Supplier may not enter into an agreement on behalf of EasyTranslate or in any way bind EasyTranslate, unless this has been accepted in writing by EasyTranslate.
8. Client clause
a. For as long as the Supplier Contract is in force, the Supplier may not – directly or indirectly, as an independent contractor or as an employee – offer services or carry out work for EasyTranslate's clients without the mediation of EasyTranslate. If the Supplier is contacted directly by one of EasyTranslate's clients, the Supplier is obligated to inform EasyTranslate hereof.
a. If the Supplier contravenes the provisions of Clauses 7 and 8, EasyTranslate shall be entitled to damages of DKK 50,000.00 per instance of transgression. Such damages are payable immediately following ascertainment of the transgression. In the event of prolonged violations, 50,000.00 per month must be paid for as long as the transgression persists. Payment of damages does not entitle the Supplier or his/her employees to persist in their transgression.
b. Furthermore, EasyTranslate shall be entitled to damages to the extent that EasyTranslate can document losses over and above the amount of damages payable, as well as any profits the Supplier may have made in connection with his/her transgression.
10. Pricing and payment
a. Prior to starting a new assignment, the Supplier and EasyTranslate shall agree upon the prices to be paid for the Supplier's services. Unless otherwise stated, all prices are exclusive of value added tax.
b. EasyTranslate shall be responsible for paying clients. Using the invoice template provided by EasyTranslate, the Supplier shall issue one monthly invoice to EasyTranslate for all jobs completed in that month, sending it to EasyTranslate no later than by the last business day of the relevant month. Invoices for the individual subsidiaries of EasyTranslate are to be issued to the subsidiaries. Each invoice is to exclusively contain assignments issued by a single subsidiary.
c. The Supplier must include the Purchase Order (PO) number(s) on all invoices. The payment terms are: end of current month + 30 days from the date of the invoice. Delays may occur if templates other those provided by EasyTranslate are used. Invoices received later than by the last business day of any given month shall be settled only in the following round of payment – current month + 30 days later.
d. In addition to the fee agreed, the Supplier shall be entitled to receive reimbursement for expenses actually incurred and agreed with EasyTranslate. In all instances, value added tax – as far as is statutorily mandated – shall be additionally charged.
11. Intellectual property rights
a. Payment received by the Supplier for an assignment represents payment in full for his/her work. The Supplier agrees that EasyTranslate shall retain all intellectual property rights, including the copyright, to the Supplier's translations.
b. The Supplier also agrees that all rights to product names, logos, trademarks, etc., are the property of EasyTranslate and that the Supplier may only make use of these upon written agreement with EasyTranslate.
12. Termination and cancellation
a. The Supplier Contract may be terminated by either party with one month's written notice.
b. In the event of a serious breach or breaches on the part of the Supplier, the non-defaulting party shall have the right to cancel the Contract without notice.
a. All disputes relating to the Supplier Contract shall be decided in accordance with Danish law, with Copenhagen Municipal Court as the first instance.
14. Contract version
a. The most recent version of this Contract is available in English at any given time at www.easytranslate.com.
15. Severability clause
a. The validity of these Terms of Engagement shall not be affected by the nullity or invalidity of individual provisions. The invalid provision is to be replaced by a valid provision that most closely approximates the economic result or the intended purpose.
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