EasyTranslate

WHEREAS

EasyTranslate A/S, Danish Business registration no. 33240562 ("EasyTranslate") is a Danish tech firm that facilitate the exchange of translation services.

The supplier (“the Supplier”) is an independent and professional interpreter with proven language interpretation capabilities.

EasyTranslate has contracted directly with several clients (“the Customer”) for the facilitation of interpretation services. From time to time the Customers have the need for interpretation services. EasyTranslate has accepted to deliver said interpretation services to the Customer via subcontractors. The Customers have accepted this. EasyTranslate offers a platform that shows availability of Suppliers in a specified period. The Customers can select the Supplier that has made him/her-self available. The Customer may also choose to simply offer the interpretation task as a tender on the platform in which case any Supplier accepting the task, will gain the right to deliver the services defined by the Customer.

1. Scope

1.1 These Supplier Terms (the "Terms") shall apply to all engagements pertaining to interpretation services between the Supplier and EasyTranslate A/S, Danish Business registration no. 33240562, provided nothing to the contrary has been expressly agreed in writing or is mandatorily prescribed by applicable law.

1.2 The Terms do not constitute any obligations towards either party to make themselves available, deliver or engage with one another on a continuous basis, but shall provide a valid set of applicable rules, that shall apply, if/when the Supplier is engaged by EasyTranslate to deliver an Interpretation task.

2. The Supplier’s Services

2.1 The Supplier agrees to carry out certain services for EasyTranslate. The services to be delivered by the Supplier are defined by the order confirmation in connection with each delivery (the “Services”) and shall Be governed by this Agreement. EasyTranslate is not obligated to purchase a minimum quantity of services from Supplier or to cover his need for the Services, in whole or in part, from Supplier. The Supplier is not obligated to accept or to deliver any number of Services.

2.2 The Supplier acknowledges that the Services will form part of a delivery to EasyTranslate’s customers (the “Customers”). Accordingly, the Supplier acknowledges that EasyTranslate shall be entitled to make such reasonable amendments and/or additions to the Services in order to meet the requirements of the Customer. The Supplier undertakes to loyally seek to accommodate any reasonable request from EasyTranslate.

2.3 The Supplier warrants that he/she has the necessary qualifications, experience and training to deliver the Services, and that the Supplier will comply with all applicable laws and regulations in connection with the delivery of the Services.

2.4 EasyTranslate is entitled – at any time – to provide the Customer with all relevant information about the Supplier, including personal data on name, contact details, qualifications and experience etc., which is necessary for the performance of this Agreement or which is necessary for the purposes of the legitimate interests pursued by EasyTranslate or the Customer in relation to the delivery of the Services. The Supplier hereby accepts such transfer of data and information from EasyTranslate to the Customer.

2.5 All Services must be at a high professional level, free of errors and deficiencies, and must meet the standards defined by the Customer. It is the Customer that conducts quality assessment of the Services.

2.6 Services must be delivered by the Supplier within the specified deadline specified by the Customer so that they can be delivered to the Customers on time. The Supplier must always make the necessary preparations to ensure, that he/she will always be present no later than the time defined by the Customer. If the Services are not delivered on time or if the Supplier is not on time and the Customer demands a cancellation or reduction of price for any other reason, the Supplier's payment shall be reduced accordingly. Any cost incurred by the Customer or EasyTranslate as a result of delay or cancellation shall be paid by the Supplier.

2.7 The Customer will instruct the Supplier in relation to the nature of the required Services and during the performance of Services. The Customer will define the working hours.

2.8 In the event the Customer decides to receive the Services during a virtual meeting, the Services may be performed via videoconference according to the Customer’s instructions. The Suppler is alone responsible for having computer and appropriately fast and steady internet connection to join the virtual meeting.

3. Supplier Restrictions

3.1 The Supplier agrees that any collection, storage and/or use of Customer data will be in accordance with the at all times applicable personal data regulations and agrees not to use any Customer data for any other purpose than fulfilling its obligations pursuant to the Agreement.

3.2 As a de-facto subcontractor, the Supplier accepts and acknowledges that EasyTranslate and/or the Customers shall have all rights and titles to the Services delivered by the Supplier under the Agreement, including copyrights (if any) and that the Supplier may not use any of such work without the prior written consent of EasyTranslate.

3.3 The Supplier is not authorized to enter into any agreements or obligations on behalf of EasyTranslate.

4. EasyTranslate’s Obligations

4.1 EasyTranslate is not obligated to offer any service tasks to the Supplier, but may from time to time engage the Supplier for Services, that Easytranslate has to deliver to its Customers or from time to time offer Services as a tender via EasyTranslate’s platform.

4.2 This agreement shall not be exclusive to either party. The Supplier is entitled, and is encouraged, to pursue work from any party he/she deems worthy.

5. Independent Contractors

5.1 The Supplier is engaged as an independent sub-contractor. The Supplier shall not be considered as an employee in general or considered as an employee according to the Holidays Act, the Unemployment Insurance Act, the Salaried Employees Act, the Occupational Injuries Insurance Act and the Working Environment Act. etc., principal or agent of EasyTranslate, and shall not be entitled to any other compensation than those specifically agreed upon in this Agreement.

5.2 The Supplier is responsible for obtaining relevant and adequate insurance in regard to the services provided by the Supplier. EasyTranslate shall not be liable for any losses incurred by the Supplier due to insufficient insurance coverage and reserves the right to terminate the Agreement immediately if the Supplier has not obtained the necessary insurance.

5.3 In the event a Customer requires a child certificate from the Supplier, the Supplier shall be obligated to obtain such child certificate before performing the Services for the Customer.

5.4 The Customer may decide to request or reject a Supplier. The Customer must justify why a named Supplier is turned away; the justification must be factual and relevant, e.g. negative experiences with the Supplier's qualifications, attendance, or the like. The Supplier shall in such case endure that he is replaced with another Supplier and shall only be paid in accordance with sec. 7 (2).

5.5 The Supplier's remuneration fees are excl. VAT. The Supplier himself/herself, shall cover all direct and indirect costs, including transport costs, parking costs, travel allowance, catering, insurance, administration, completion of interpreter requisition and all other costs. To the extent not otherwise stated this Agreement together with the requirements specification and the offer list, constitute the Supplier's total remuneration. The Supplier is therefore not entitled to charge the EasyTranslate additional amounts for tasks associated with the fulfillment of the Services, not limited to, extra driving or extra time consumption, which is not due to the EasyTranslate's circumstances.

5.6 The supplier organizes, manages, distributes, and supervises his/hers work according to the instruction work task instructions provided by the Customer.

5.7 The supplier shall have his/her own office space or work from home when performing or preparing to deliver the Services.

6. Errors or Deficiencies

6.1 If EasyTranslate or the Customers identify errors or deficiencies in the Services delivered by the Supplier and such errors and deficiencies result in a discount or removal of fee to the Customer, the Supplier shall be deducted in pay accordingly.

6.2 In the event EasyTranslate becomes liable due to Services delivered by the Supplier, any such liability shall be mirrored towards the Supplier. Thus, any damages that EasyTranslate may be liable to pay to the Customers, shall be paid by the Supplier cf. sec 12.1.

7. Pricing and Payment

7.1 Prior to starting a new tender assignment, EasyTranslate may offer tasks as a tender including information about price and conditions on their platform. The Supplier may not initiate work until he/she accepts the task via the platform. All tasks are defined and posted by Customers. Customers may also directly approach a Supplier via the platform about a specific task, when the Supplier via the platform has indicated that he/she is available. The Customer will lay down specific instructions for the execution of the work, including supervision and control. All prices are exclusive of value added tax.

7.2 The Supplier will not receive payment until the Customer has paid for the Services. EasyTranslate will pay the Supplier automatically once EasyTranslate has received the payment. The payment to the Supplier is hereinafter facilitated in due course. In the unlikely event that the Customer does not pay at all, the Supplier is not paid.

7.3 The Supplier is not entitled to reimbursement of expenses of any kind. The Supplier shall be responsible for his/her own expenses in connection to carrying out the Services. This may be, but is not limited hereto, computer, dictionaries, paper, pencil and transport.

7.4 The Supplier is responsible for reporting and payment of all applicable taxes to the relevant tax authorities. EasyTranslate may report but not pay any taxes on behalf of the Supplier. Any tax consequences of this Agreement are of no concern to EasyTranslate.

7.5 The renumeration that applies to a specific task is defined by the price agreement that is applicable for the specific Customer responsible for the specific task. The price for each specific task will be visible on the platform when the task has been requested by The Customer. In the event of the Supplier’s delay, he/she is only remunerated from the time when the he/she begins the Services.

7.6 Remuneration fee adjustments for the Services can take place once a year on 1 January, the first time on 1 January 2021.

8. Use of Sub-suppliers

8.1 Because The Supplier is performing their service personally directly with the Customer and as such the Supplier shall not be entitled to use sub-contractors.

9. Intellectual Property Rights

9.1 The Supplier agrees that all intellectual property rights relating to the Services and to EasyTranslate's products, developments, names, logos, trademarks, texts etc., shall belong solely to EasyTranslate. EasyTranslate's names and trademarks may not be used by the Supplier.

10. Confidentiality

10.1 The Supplier must observe unconditional confidentiality regarding all confidential information pertaining to EasyTranslate, the Customers and EasyTranslate's business partners and may not use this information for any purpose other than fulfilment of these Terms. 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. Further, the confidentiality applies to all business strategies, business concepts, prices and rates, data, drawings, images, specifications, manuals, instructions, accounting information, etc. related to the Customers.

10.2 This obligation of confidentiality shall be applicable without time limitation, therefore also after termination of these Terms, regardless of the reason for the termination.

11. General Data Protection Regulation and Data Processing

11.1 Upon entering into this Agreement EasyTranslate will collect and store data about the Supplier which is necessary for the performance of these Terms or is necessary for the purposes of the legitimate interests pursued by EasyTranslate or the Customers, including to keep sufficient records towards the Customer. The data includes information about the Services delivered by Supplier and may include personal data. The data is stored for the allowed period of time only and is deleted when the data is no longer required by EasyTranslate. The duration of the period depends on the type of the information and the reason for the storing.

11.2 Towards the Customers the Supplier acts as a sub-contractor of EasyTranslate according to these Terms and must comply with the General Data Protection Regulation, when conducting the Services.

12. Breach of Agreement

12.1 In case of the Supplier's breach of the Agreement, EasyTranslate shall be held harmless from and against any claims, liabilities, direct damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the breach of these Terms.

12.2 Each of the following incidents or circumstances constitute a breach of the Agreement although not limited hereto:
- The Supplier is delayed.
- The Supplier is absent from an interpretation.
- The Supplier's services in connection with attendance, telephone or video interpretation are deficient.
- The Supplier's services in connection with written translation are deficient.
- The Supplier's software or hardware does not ensure a stable operating level and / or cannot be with the Customer's or EasyTranslate’s IT environment.
In the event the Supplier anticipate that a breach will occur, the Supplier shall immediately notify EasyTranslate. The Supplier must state the reason for the breach, what is being done to bring the breach to end, when it is expected that the breach can be remedied and what will be done to prevent similar default from re-occurring at a later date.

12.3 In the event that a Supplier does not comply with or fulfil his/her obligations pursuant to the Agreement, EasyTranslate shall be entitled to make use of each and any remedy under the authority of the Danish law or under the authority of this Agreement.

12.3.1 EasyTranslate’s rights in the event of delay by the Supplier.
EasyTranslate may choose - despite the Supplier's delay - that the interpretation can and must be carried out without renumeration. In addition, EasyTranslate may claim damages for any direct or indirect loss as a result of the delay by the Supplier in addition to apply the penalty provision in section 13 if applicable.

12.3.2 Deficiencies in attendance, telephone, and video interpretation.
In the event of a lack of interpretation and in the event that the Customer makes a complaint within a reasonable time, the Supplier may be subject to a proportionate reduction in the agreed fee for the Services.
In special cases, i.e. if the specific interpretation has suffered from significant deficiencies, EasyTranslate may require the completed interpretation free of charge. It is the Customer alone who decides whether the interpretation has been resolved adequately and in accordance with the requirements.
In addition, EasyTranslate may demand any direct loss as a result of the defect compensated by the Supplier and make use of the penalty provision in section 13.

13. Penalty provision

In order to encourage the Supplier to correctly fulfill the Agreement, EasyTranslate can impose on the Supplier a fine if EasyTranslate should endure a similar fine by the Customer. Fines imposed on The Supplier can only be related to a breach of The Agreement as stated under section 12.2. The use of a fine must be notified in writing in connection with a breach and supported with documentation and reasoning for the fine endured by EasyTranslate. The fine amounts are defined by The Customer. EasyTranslate’s notice or imposition of a fine does not limit the Supplier's obligations under the basis of the agreement, including the Supplier's obligation to help remedy the breach. Furthermore, an imposed fine does not reduce EasyTranslates claim for compensation for the breach under Danish law or the Agreement. EasyTranslate may offset fines in renumerations to the Supplier.

14. Amendments to the Agreement

14.1 EasyTranslate shall be entitled to make amendments to the Agreement, including the scope of the agreement, the requirements specification, times for the fulfillment of the agreement, etc. Amendments to the Agreement must be made with reasonable notice and in writing only.

15. Term and termination

15.1 These Terms shall commence upon approval of all tasks performed as of January 1st 2021.

15.2 Either party may terminate this Agreement immediately with or without cause.

16. Governing Law and venue

All disputes relating to the Agreement, these Supplier Terms or any service provided by the Supplier to EasyTranslate shall be decided by the Copenhagen City Court as the court of first instance in accordance with Danish law without regard to its conflict of laws rules.

2020 Easy Translate A/S