a. These Supplier Terms ("the Terms") shall be applicable to any contractual agreement ("the Agreement") between the Supplier ("the Supplier") and EasyTranslate A/S, Danish Business registration no. 33240562 ("EasyTranslate"), provided nothing to the contrary has been expressly agreed or is mandatorily prescribed by law.
2. The Supplier’s service
a. The Supplier agrees to carry out services for EasyTranslate. The services include, but are not limited to, translations, interpretations, DTP/layout, voice-over and copywriting to be used by EasyTranslate’s customers (“the Customers”). Each service will be specified in detail in a purchase order, which will be e-mailed to the Supplier. EasyTranslate cannot guarantee the Supplier a specific number of assignments or turnover.
b. The Supplier warrants that he/she has the necessary qualifications, experience and training to carry out the service agreed upon with EasyTranslate, and that the Supplier will comply with all applicable laws and regulations in connection with its services pursuant to the Agreement.
c. All services must be at a high professional level, free of errors and deficiencies, and must meet EasyTranslate quality standards at all times. EasyTranslate will routinely conduct quality assessments of the Supplier's work and if the work fails to meet EasyTranslate quality standards, EasyTranslate may terminate the Agreement with the Supplier without notice.
d. All services must be delivered by the Supplier within the specified deadline so that they can be delivered to the Customers on time. If the services are not delivered on time and the Customer demands a cancellation or reduction of price, this will result in the Supplier's payment being reduced accordingly.
3. Supplier restrictions
a. For as long as the Agreement 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 the Customers without the prior written approval of EasyTranslate. If the Supplier is contacted directly by Customers, the Supplier must refer the Customers to EasyTranslare and inform EasyTranslate of the correspondence.
b. 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.
c. The Supplier accepts and acknowledges that EasyTranslate and/or the Customers shall have all rights and titles to any work made by the Supplier for EasyTranslate, including copyrights (if any) and that the Supplier may not use any of such work without the prior written consent of EasyTranslate.
d. The Supplier may not enter into any agreements on behalf of EasyTranslate and may only use the trademarks, logos etc. of EasyTranslate if necessary to fulfill the Agreement with EasyTranslate or upon separate agreement with EasyTranslate.
4. EasyTranslate’s obligations
a. EasyTranslate shall provide the Supplier in a timely manner with the necessary information relating to the service of the Supplier, including but not limited to 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, including but not limited to terminology of the client, images, drawings, tables, abbreviations, internally used terms, etc.
5. Errors or deficiencies
a. If EasyTranslate or the Customers identify errors or deficiencies in a translation or other work made by the Supplier, the Supplier shall be obligated to correct such errors and deficiencies within a reasonable deadline set by EasyTranslate. The Supplier shall not be entitled to additional payment for such corrections. The Supplier will not receive payment until the Customer has approved the work.
b. If the Supplier fails to correct errors or deficiencies within a reasonable time frame, if the Supplier refuse to correct errors or deficiencies, or if the errors or deficiencies have not been corrected to the satisfaction of the Customer, EasyTranslate may – at its own discretion - have such errors or corrected by another Supplier at the Supplier's expense or demand a reduction in the Supplier's fee for the translation.
6. Pricing and payment
a. Prior to starting a new assignment, the Supplier and EasyTranslate shall agree upon the amount to be paid for the Supplier's services. The Supplier may not commence an assignment if a price has not been agreed to. Unless otherwise stated, all prices are exclusive of value added tax.
b. Upon completion and approval of an assignment, EasyTranslate will initiate payment to the Supplier. The Supplier shall not send an invoice to EasyTranslate. Payment terms are the end of current month + 30 days calculated from the date of approval for freelancers and the end of current month + 60 days calculated from the date of approval for agencies, however not before the Customer has paid EasyTranslate.
c. The Supplier shall only be entitled to reimbursement for expenses if the expenses have been approved by EasyTranslate.
d. The Supplier is responsible for reporting and payment of all applicable taxes to the relevant Tax Authorities. EasyTranslate will not report or pay any taxes on behalf of the Supplier.
a. 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 the Agreement. 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.
b. This obligation of confidentiality shall be applicable without time limitation, therefore also after termination of the Agreement, regardless of the reason for the termination.
8. Use of sub-suppliers
a. The Supplier shall have the right to use sub-suppliers, but shall remain responsible for the fulfilment of the Agreement towards EasyTranslate. The Supplier must ensure that the sub-supplier accepts these Terms.
9. Intellectual property rights
a. The Supplier agrees that all intellectual property rights to EasyTranslate' products, developments, names, logos, trademarks, texts etc., shall belong solely to EasyTranslate. EasyTranslate's names and trademarks may only be used by the Supplier to the extent necessary to provide the agreed services to EasyTranslate.
b. Any intellectual property rights in the work provided by the Supplier are transferred to EasyTranslate without further compensation than the agreed payment for the work.
10. Termination and breach
a. The Agreement may be terminated by either party with one (1) month's written notice.
b. In the event of a material breach and if the breach is not remedied at the latest 7 days after receipt of a written notice, the non-defaulting party shall have the right to cancel the Agreement without notice and claim damages.
c. In case of the Supplier's breach of clauses 3 or 7, EasyTranslate shall be entitled to an agreed penalty of EUR 20,000 (twenty thousand Euro). The penalty falls due for payment immediately upon ascertaining the breach and does not restrict the right to claim damages. A penalty is also payable if the breach is committed by the Supplier's staff, external consultants or by the staff of such consultants. EasyTranslate shall be entitled to damages to the extent that it can prove a loss exceeding the amount of the penalty.
11. Governing Law and venue
a. 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.
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