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Gültig vom 13. Januar 2010 bis 21. Juni 2011.

General Standard Terms and Conditions of QTN Demo for Contracts with Contractors

These General Standard Terms and Conditions shall apply to all order processing for QTN Demo (hereinafter referred to as QTN Demo) with translators, interpreters and providers of language services (hereinafter referred to as the Contractor) even if they are not expressly referred to in the case of individual orders.

Contractor Qualifications

Contractor shall warrant to QTN Demo that all presentation made of qualifications and credentials are truth. Such qualifications and credentials shall form an integral part of this and all future agreements between contractor and QTN Demo. False or partially false/deceiving presentation of qualifications/credentials shall relief QTN Demo from all contractual obligations arising hereunder (rescission) without entitling contractor to assert a claim of any nature whatsoever based on performed services.

Type and Scope of the Contract between QTN Demo and the Contractor

A contract between QTN Demo and contractor shall be concluded in counterparts by a) QTN Demo offering to contractor work for hire by means of its Online Translation Management system or other avenues they may see fit from time to time and b) contractor accepting said offered work for hire by means of using appropriate functions of QTN Demo's Online Translation Management system. Acceptance of the order shall in no case constitute either an employment relationship for the contractor within the meaning of industrial law or an agency agreement. Unless agreed upon otherwise, all work distributed to contractor by QTN Demo shall be considered work-for-hire.

Contractor shall be entitled to subcontract only after obtaining express written consent from QTN Demo. This provision shall not apply to contractors registered as agency or language service provider firm with QTN Demo. Agencies shall warrant to QTN Demo that work for hire shall be performed by resources equally qualified to QTN Demo resources, and comply with qualifications standards as QTN Demo may require from time to time at they're sole discretion.

QTN Demo shall distribute through avenues it may see fit from time to time work orders to contractor. Contractor shall perform work for hire in strict compliance with QTN Demo issued work orders, and shall use all documentation provided (sample and reference texts, glossaries, style sheets, translation memories, etc.) accordingly.

Completion Dates

Delivery deadlines shall be considered an integral part of QTN Demo contracts. Late deliveries shall entitle QTN Demo to void the contract at their sole discretion. In case of QTN Demo voiding a contract for reason of late delivery, contractor shall forfeit all rights to compensation of any kind. QTN Demo reserve the right to seek punitive damages and other remedies at law to the fullest extent allowable under the appropriate jurisdiction in such case. Contractor agrees to endure and comply with all measures QTN Demo deem necessary during a work for hire project, to ensure timely delivery.

Fees / Payment

Upon conclusion of the contract, QTN Demo agrees a remuneration with the contractor. When the service has been rendered, the contractor receives a remuneration credit note from QTN Demo.

QTN Demo requires the name, legal form, address, tax number and bank data of the contractor for a correct processing, accounting and payment of the remuneration credit notes.

QTN Demo pays the credit notes of the contractor usually by bank transfer to the indicated bank account of the contractor within 30 workdays.

Fiscal Obligations of the Contractor

By agreeing to the contract the contractor shall be obliged to pay all applicable taxes in his/her/their respective tax jurisdiction on the fees paid by QTN Demo. The contractor shall assume responsibility for providing any tax data and warrant for the accuracy of such data. The contractor shall immediately inform QTN Demo of any changes in his or her fiscal status and/or change of address or tax data.

Obligation to Maintain Secrecy

QTN Demo will disclose certain of their and their client's confidential and proprietary information (the Confidential Information) to contractor. Confidential Information shall include, but not be limited to all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, translation memories, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term contractor shall include contractor, the company he or she represents, and all affiliates, subsidiaries, and related companies of contractor. For purposes of this Agreement, the term "contractor" shall include contractors's directors, officers, employees, agents, and financial, legal, and other advisors. Contractor acknowledges that the use or disclosure of any proprietary information in a manner inconsistent with this agreement will cause QTN Demo irreparable damage, and that QTN Demo shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and to such damages as are occasioned by such unauthorized use or disclosure.

Data Protection

The contractor shall be independently responsible for ensuring that any data, both in written and in binary form, is protected against access by unauthorized third parties. Unauthorized third parties shall include anyone who is not expressly authorized by QTN Demo to access respective data. The contractor shall be independently responsible for ensuring that any stored data is protected against access by third parties, and by using industry-standard protective software such as virus scanners and firewalls. Also, to ensure that safety measures such as data encryption during transfer from QTN Demo work as efficient as possible, contractor warrants to use up-to-date standard browser software. For the purpose of this agreement "up-to-date browser software" shall mean a standard browser application of the current release version, neither outdated nor pre-release alpha or beta versions. Binary-coded data shall be stored in the contractor´s sphere of control; transfer of the respective data to external storage shall require express written permission from QTN Demo.

Deletion of data on electronic mass storage media shall be carried out in such a way that in all probability reconstruction of the deleted data is no longer possible. The contractor shall ensure that stored data is not kept any longer than required for completion of the order.

Non-compete clause

During a period of 1 YEAR following and during execution of this contract, contractor shall not attempt to solicit work-for-hire from QTN Demo direct clients, customers, partners or affiliates for him/herself, affiliates, assignees, relatives, advisors or any company contractor has previous or future business dealings with. Contractor acknowledges that such solicitation would cause irreparable harm to QTN Demo, and that QTN Demo may seek injunctive relieve, punitive damages and all other legal remedy as permitted by law under the respective jurisdiction.

Copyright

Any files created, terminology databases (Translation Memory) or glossaries in connection with the respective order and any other order-related data shall be surrendered to QTN Demo upon submission of the work for hire as defined in the work order. No copyrights shall derive from performance of the contract. Where copyrights ensue in accordance with applicable local and international copyright laws, any and all rights thereof shall be transferred to QTN Demo upon settlement of the remuneration credit note.

Defects

Work for hire shall be rendered in accordance with the scope agreed upon by contractor's acceptance of the work order. In the event of errors, omission or other circumstances diminishing the work for hire's marketability, contractor shall be obliged to revise at his or her own expense within the customary period of time as determined by QTN Demo. If revision by contractor is not possible within a timely manner, or QTN Demo determine contractor's work to be sub-standard to an extent where revision by contractor does not promise relieve from defects as described herein, QTN Demo reserve the right to procure suitable relieve at contractor's expense. In case the work for hire proves to be sub-standard measured by common industry standards, and after consulting with a qualified third party capable of evaluating the delivered work for hire, QTN Demo reserve the right to retroactively cancel the contract and demand restitution up to 6 months after delivery.

General Provisions

The provisions of the contract are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable. The illegal or unenforceable part of the contract shall be replaced by QTN Demo with a wording.