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TRANSLATION SERVICES AGREEMENT


This is a legal translation services agreement (the “Agreement”) between you (the “Service Provider”) and Lingosaur for the purpose of Lingosaur purchasing translation services from you.


1. Background and Purpose

(a)	Lingosaur has developed a web-based service called Lingosaur for the purpose of providing customers with translation services. This Agreement sets forth the terms and conditions applicable to Lingosaur purchasing translation services from you (the “Service Provider”) on a subcontracting basis.

(b)	This Agreement shall not oblige Lingosaur to purchase any translation services from the Service Provider.


2. Registration and Acceptance as Service Provider

(a)	In order to be accepted as a Service Provider you are asked to register at Lingosaur’s website and create your own profile. Your profile includes, but is not limited to, personal information such as your complete name, age, citizenship, postal and email addresses, telephone number, languages in which you are capable of performing translation services, and general information you wish to disclose about yourself. By registering you guarantee that the data and other information you give about your language skills and your ability to translate as well as any and all other information given by you are true, correct and accurate. 

(b)	After your registration, you shall be required to perform test translation(s). The test translation(s) shall be evaluated by other persons performing translation services.

(c)	Lingosaur retains the right at its sole discretion to decide whether or not accept you as a Service Provider. In case you are not accepted, you shall not have any claims against Lingosaur and neither shall Lingosaur be responsible for any damages or compensation payable to you for that reason.

(d)	If you have been accepted as a Service Provider, Lingosaur shall at any time thereafter have the right to cancel your status as the Service Provider without informing you of the cause for the cancellation. In case of such cancellation, you shall not have any claims against Lingosaur and neither shall Lingosaur be responsible for any damages or compensation payable to you for that reason.


3. Performance of Translation Services

(a)	The Service Provider shall be responsible for performing any and all translation services purchased by Lingosaur from the Service Provider in a skilled and professional manner and within the agreed schedule. The web-based service provided to Lingosaur’s customers is not a traditional translation service. The Service Provider understands that Lingosaur is not involved in the actual translation procedure and that Lingosaur has little or no control over the quality or accuracy of the translation provided by the Service Provider. The Service Provider guarantees the accuracy, completeness, high quality, safety and legality of the translations provided under this Agreement by the Service Provider (“Guarantee”).

(b)	Lingosaur reserves the right to have any and all of the translations prepared by the Service Provider evaluated by other translators. Should any of the translations not comply with the above Guarantee, Lingosaur shall have the right, but not be obliged, to request the Service Provider to correct and revise the translation so that it will comply with the Guarantee. Upon such request the Service Provider is obliged at his/her own cost and in due course to review the translation and take adequate measures in order to correct the error(s) and other issues notified so that the translation complies with the Guarantee. Lingosaur shall also have the right to reject the translation and terminate the related translation assignment if the translation does not comply with the Guarantee or if Lingosaur deems it likely that the Service Provider is not capable of correcting and revising the translation so that it will comply with the Guarantee. The Service Provider shall not be entitled to his/her fee or other remuneration for the translations rejected due to the translation not complying with the Guarantee.

(c)	The Service Provider shall indemnify Lingosaur and its customer(s) for the loss, damage and extra costs incurred as a result of the translation not complying with the above Guarantee and/or Lingosaur or its customer(s) using a translation that later on turns out not to comply with the Guarantee.

(d)	If the Service Provider has a reason to believe that he/she will not be able to perform the ordered translation service within the agreed schedule, he/she shall immediately inform Lingosaur in writing of the delay or ask for extra time for the performance of the service. Lingosaur shall have the right, but not be obliged to, grant such extra time. Further, should the Service Provider not meet the agreed schedule, Lingosaur shall be entitled to immediately cancel the order for the related translation service and the Service Provider must at Lingosaur’s request promptly provide Lingosaur with the translation of the already translated part of the original document. Lingosaur shall have the right to use such partially translated material as it deems best. In case of cancellation, should Lingosaur request the Service Provider to provide the translation of the already translated part of the document, the parties shall negotiate and agree on a mutually fair compensation for the Service Provider for such partially translated material. Such compensation shall reflect the fact that the order for translation service is cancelled due to the translator not being able to comply with the agreed schedule (breach of contract).

(e)	Lingosaur has the right to terminate the order for the translation services at any time and without cause (termination for convenience). Upon such termination (i) the translator shall promptly provide Lingosaur with the translation of the already translated part of the original document and (ii) the translator shall be paid for such partial translation. The payment for such partial translation shall be equal to the part of the original document translated up to the termination (words translated / words altogether).

(f)	The translator shall not directly contact any of Lingosaur’s customers, except for the purpose and means provided by Lingosaur (e.g. email gateway or other means). 


4. Prices and Payment

(a)	If the Service Provider is a private person who has not been registered in the relevant registers in order to enable Lingosaur to accept invoices directly from the Service Provider, the Service Provider shall then be registered as an employee of a third party company appointed by Lingosaur. Such third party company shall invoice Lingosaur for the services performed by the Service Provider and pay the Service Provider salary as agreed.

Sections 4 (b) and (c) shall not apply to Service Providers referred to in this Section 4 (a).

(b)	The Service Provider shall be paid for the translation services in accordance with Lingosaur’s prices applicable on the day the translation service was ordered from the Service Provider. The price shall be included in the order. The payments shall be made in the Euro currency.

(c)	Lingosaur shall pay the Service Provider for the services performed within fourteen (14) days from the day the translation was provided to Lingosaur’s customer provided that such customer has not made any claims in relation to the translation, or if the customer has made a claim or claims, within fourteen (14) days from the date the new revised translation was provided to Lingosaur’s customer. The payments shall be made through Paypal and the Service Provider undertakes to obtain a Paypal account for that purpose. No other payment methods are acceptable, unless otherwise agreed. Lingosaur shall not be liable for delays in payment or other payment related problems arising out of causes attributable to Paypal or any other accepted payment services provider.

(d)	Should the number of words contained in the original document to be translated as indicated in Lingosaur’s order for translation services not differ from the actual number of words contained in such document by more than eight per cent (8 %), the number of words indicated in Lingosaur’s order shall be decisive for the purpose of determining the price of the translation services.

Should the translator, after having accepted Lingosaur’s order for translation services, believe that the actual number of words contained in the original document is more than eight per cent (8 %) greater or lower than the number indicated in Lingosaur’s order, the translator must check the number of words before he/she initiates any translation work. If the difference is more than eight per cent (8 %), the translator must promptly, and before initiating any translation work, notify Lingosaur thereof. Upon such notification Lingosaur shall have the right to cancel the assignment for translation services. Also the translator shall have the right to cancel the assignment should Lingosaur not agree to correct the translator’s fee.

Should the translator not notify Lingosaur of the above difference in the number of words before he/she has translated the document of a part thereof, the translator shall not automatically be entitled to the fee increase. The translator shall nevertheless be obliged to translate the entire document.


5. General Terms

5.1 Format

(a)	The Service Provider must be able to receive, handle and manage documents at least in the folloging formats: Microsoft Office (doc, ppt, xls), Microsof office 2007 (docx, pptx, xlsx), OpenOffice.org (odt, ods, odp), rtf, pdf and txt.

(b)	The Service Provider shall provide the translation in the same format as the format in which the original text was provided to the Service Provider.


5.2 Copyrights

Any and all copyrights to the translated work shall be the exclusive property of Lingosaur or its customer, as the case may be.


5.3 Virus Protection

The Service Provider undertakes to maintain adequate up-to-date virus protection mechanisms on its computers and information systems in order to prevent viruses, harmful software, codes or other malware from being transmitted to Lingosaur’s computers or information systems or to the ones of Lingosaur’s customer(s) and in order to prevent the Service Provider’s computers and information systems from being infected by viruses, harmful software, codes or other malware.


5.4 Confidentiality

(a)	The Service Provider undertakes not to disclose to third parties or use for any purpose other than for the proper fulfilment of the purpose of this Agreement any confidential information received from Lingosaur and/or its customer(s) under or in connection with this Agreement without the prior written permission of the disclosing party.

(b)	The above mentioned limitations shall not apply to such confidential information which (i) was in the possession of the Service Provider prior to disclosure hereunder as proven by the written records; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third party without breach of any obligation of confidentiality owed to the disclosing party; (iv) was independently developed by such personnel of the Service Provider who has not had access to Lingosaur’s confidential information; or (v) which are required to be disclosed pursuant to law, provided, however, that a minimum of ten (10) days written notice shall be provided by the Service Provider in order to permit Lingosaur to take such action as it deems appropriate to prevent or limit such disclosure.

(c)	The Service Provider shall limit the access to the confidential information to those of its personnel for whom such access is necessary for the proper performance of this Agreement and obtain written undertakings of confidentiality from them.

(d)	Without prejudice to the generality of the aforesaid, the Service Provider agrees to protect the confidentiality of Lingosaur’s and its customer’s confidential information at least with the same degree of care as it exercises in respect of its own confidential information and business secrets.

(e)	The obligations set forth in this Article shall apply for a period of ten (10) years as of the date of disclosure of the confidential information in question, regardless of an earlier expiry or termination of this Agreement.


5.5 Force Majeure

(a)	Neither party will be liable for failure to meet the contractual obligations under this Agreement due to force majeure, including, without limitation, strikes, lockouts, labour disputes, acts of God, pandemic, fire, floods, riots, wars and government actions. This limitation of liability shall be valid only for the period of duration of force majeure. The party involved in an event of force majeure shall take all reasonable measures and actions to limit or minimize the consequences of such an event.

(b)	The party claiming to be affected by force majeure shall notify the other party in writing without delay on the intervention and on the cessation of such circumstance.


5.6 Non-Assignment

This Agreement may not be assigned or otherwise transferred to any third party without a prior written consent of the other party. Any assignment in violation of the provisions hereof will be null and void.


5.7 Changes

Lingosaur shall have the right to request changes in the terms and conditions of this Agreement by informing the Service Provider of the new terms and conditions. Should the Service Provider not accept the new terms and conditions, the Agreement will automatically terminate. However, the old terms and conditions shall be applied to any translation assignments that remain uncompleted as of the date Lingosaur informed the Service Provider of the new terms and conditions.


5.8 Independent Contractors

The parties are independent contractors. No employee of one party shall be deemed to be an employee of the other party. Nothing contained in this Agreement shall be construed as to create a partnership or joint venture. Neither party shall be liable for the debts or obligations of the other.


5.9 Entire Agreement

This Agreement, together with its appendices, constitutes the entire agreement between the parties in the subject matter hereof.


5.10 Non-Waiver

The failure of either party hereto at any time to require performance by the other party of any provisions of this Agreement will not affect the right of such party to require performance of that provision, and any waiver by either party of any breach of any provision of this Agreement will not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.


5.11 Term and Termination

(a)	The term of this Agreement shall commence as of the date hereof and shall continue in full force and effect until terminated by either party at any time upon at least one (1) months prior written notice to the other party thereof. Termination under this (a) shall not affect the validity of any outstanding translation assignment.

(b)	This Agreement and any translation assignment may be terminated by Lingosaur with immediate effect should the Service Provider:

(i)	commit a material breach of this Agreement or the translation assignment; or should the Service Provider

(ii)	make an assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or be adjudicated a bankrupt, or if an involuntary petition in respect of either party’s bankruptcy shall be filed and not discharged within sixty (60) days thereafter.


5.12 Applicable Law and Disputes

(a)	This Agreement shall be governed by and construed with in accordance with the laws of Finland without giving effect to any principle of law which would result in the application of laws of any other jurisdiction.

(b)	Any controversy, dispute or claim arising out of this Agreement or the breach thereof shall be finally settled by arbitration under the Arbitration Rules of the Finnish Central Chamber of Commerce. The arbitral tribunal shall be composed of one (1) arbitrator and the proceedings shall take place in Tampere, Finland. The language of the arbitration shall be the Finnish language.

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