NAVITEP GENERAL TERMS OF USE
1.    Scope of Application
1.1. These Navitep General Terms of Use shall be applied to translation software service of Navitep Oy (“Navitep”) delivered via data network available to Clients for concluding agreements with Translators for translation works executed using such service.
1.2. The User accepts these Navitep General Terms of Use when registering to the Service, and possible additional terms concerning the additional parts of the Service when beginning use of such additional parts, as a legally binding agreement. Navitep shall have the right to alter the contract terms applied to the Service and to its additional parts. By continuing use of the Service after the alteration of the contract terms, the User accepts the altered contract terms.

2.    Definitions
2.1. Agreement means the agreement between the User and Navitep for use of the Service concluded when registered to the Service, to which these Navitep General Terms of Use are incorporated by reference herein.
2.2. Assignment means any text or other material transferred by the Client to the Service for translation.
2.3. Client means a company or entrepreneur having concluded the Agreement with Navitep for using the Service for translation works.
2.4. Instructions means all guidelines, rules and other instructions provided from time to time by Navitep or a third party with respect to the Agreement.
2.5. Service means the Navitep software service and Website enabling ordering, management and execution of translation works.
2.6. Terms of Use means these Navitep General Terms of Use applied to all agreements between the parties.
2.7. User means either the Translator or the Client.
2.8. Website means the website www.navitep.com.
2.9. Work means any Assignment of the Client executed and delivered by the Translator to the Service available for the Client.
2.10. Work Agreement means the agreement concluded in the Service between the Client and the Translator for individual translation Work, to which these Terms of Use are incorporated by reference herein. Work Agreement is concluded when the Client accepts a quote of the Translator given in response for the Client’s invitation to quote for the Assignment.

3.    Service and Use
3.1. The Service, software and the right of use to the Service is delivered ”as is” and ”as available”. The Service is based under many circumstances on software code of data systems. It is generally characteristic of software codes that they are not error-free, which for example may cause occasional stoppage or other problems, errors, misuses and deficiencies in the Service.
3.2. Navitep shall produce and deliver the Service according to its given description as it deems best, either by itself or by using licensors and subcontractors. Navitep has the right to change the methods, hardware, data connections, software, or other system components in the Service or related to the Service and to change licensors or subcontractors used by it.
3.3. The Service is intended to be further developed, and Navitep shall not commit itself to any particular level of Service, functionality or performance. Navitep has the right, but not obligation, to update and change the Service and its parts.
3.4. Navitep does not guarantee that:
a)    The Service is suitable for specific purpose;
b)    The Service is non-stop, error-free, timely, or free from malware;
c)    Information contained in the Service would be perfect, timely, error-free and correct; and
d)    The Service does not infringe anyone else’s rights.
3.5. The User is liable for the use of the Service. When using the Service, the User shall follow applicable legislation and statutes, these Terms of Use and Instructions for the use of the Service.
3.6. Misuse of the Service is strictly forbidden. In the event of misuse, Navitep may terminate the User’s right of use to the Service immediately and payments paid, if any, for the Service until the termination shall not be refunded to the User.
3.7. The User’s username, passwords and other possible technical addresses and IDs are personal. The User is liable for all use of the Service with its user account.
3.8. The User is liable for the information and contents transferred by it to the Service. The User is liable for any needed IT data connections and service plans and related payments. The User is liable for information added to the Service and its correctness.
3.9. If the Client does not obey the payment terms, Navitep is entitled to interrupt the Service and terminate the Agreement immediately without notice.
3.10. Navitep may, at its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. If Navitep decides to terminate the Service, Navitep shall refund the payments already paid by the User for the Service to the extent these payments are subject to the time following the termination of the Service. The User shall inform about banking details needed for such refund. The User shall not have the right to any other compensation in the event of termination.
3.11. Navitep may, at its sole discretion, decline registration of a User to the Service or terminate user account of a registered User.  For sake of clarity, if Navitep does not accept the registration, this Agreement does not enter into force.

4.    Work Agreements
4.1. The Client uploads its Assignment to the Service and requests quotes from Translators chosen by the Client in the Service. The Client shall give all necessary information together with the Assignment, including without limitation deadline, auxiliary material and illustrations. The Client is responsible for the information, instructions and stipulations given to the Translator.
4.2. The Translator shall strive for giving its quote for the Assignment without undue delay whenever such invitation to quote is received by the Translator.
4.3. The Client shall review the quotes of the Translators and after accepting a valid quote of the Translator, Work Agreement is concluded between the Translator and the Client. NAVITEP IS NOT A CONTRACTUAL PARTY IN THE WORK AGREEMENT AND NAVITEP SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING FROM OR RELATING TO SUCH WORK AGREEMENT.
4.4. If needed, the Client shall introduce the Translator to special methods or to the structure and function of technical devices described in the source text of the Assignment.

5.    Responsibilities of the Translator
5.1. The Translator shall carry out the Assignment with the necessary professional skill and in accordance with good translation practice.
5.2. The Translator is responsible for executing the Assignment as agreed in the Work Agreement.
5.3. If the Assignment is ambiguous or flawed, the ambiguity in the source text must be indicated in the Work.
5.4. The translator is not responsible for any changes whatsoever made by the Client or third parties after the Work is delivered to the Service available for the Client.
5.5. If errors or flaws are detected in the Work, the Translator has the right and duty to correct them, at the Translator’s own expense, within a reasonable time. In addition, the Translator is responsible for compensating for the damage so caused, as described in these Terms of Use.

6.    Responsibilities of the Client
6.1. The Client shall give adequate and correct information to the Translator performing the Assignment, and otherwise contribute in the best possible way to the execution of the Work Agreement. The Client is responsible for the suitability of the Work to its intended purpose.
6.2. The Client shall revise and check the Work delivered to the Service by the Translator without undue delay. Unless the Client has filed a written claim concerning either the quality of the Work or potential errors within fourteen (14) days following the delivery of the Work to the Service, the Client shall be deemed to have accepted the Work.
6.3. If the Client wishes to make changes to the Assignment while the translation work is in progress, the Translator must be informed of the desired changes in the Service without undue delay. After reception of such information, the Translator shall inform the Client as to how the desired changes will affect the agreed timetable and costs of the Assignment.

7.    Delay
7.1. If the delivery of the Work is delayed due to causes attributable to the Client or Navitep, the delivery time shall be continued until the cause preventing the delivery has been removed.
7.2. None of the parties hereto shall be liable or deemed to be in default for any delay or failure to perform any agreed obligation if such delay or failure results directly or indirectly from a force majeure event.

8.    Prices and Invoicing
8.1. The Client shall pay the agreed price for the Work, as may be amended due to any changes in the Assignment, (“Work Price”) and for the Service (“Service Price”).
8.2. The Translator authorizes Navitep to charge the Work Price together with Navitep’s then current Service Price to Navitep’s account and the Client accepts such procedure. Navitep shall pay the Work Price to the extent received by Navitep from the Client without undue delay monthly.
8.3. Prices are invoiced, at Navitep’s sole discretion, upon delivery of the Work or monthly.
8.4. The payment term is fourteen (14) days net from the date of invoice.
8.5. Interest on delayed payments accrues in accordance with the Interest Act.
8.6. The Client shall present notification related to the invoice in seven (7) days as of the date of receipt by the Client in the Service. The invoice shall be deemed to have been received by the Client no later than seven (7) days from its being sent to the address notified by the Client or made available in the Service.
8.7. The prices shall include all public charges determined by the authorities effective on the date of the agreement, with the exception of value added tax. Value added tax shall be added to the prices in accordance with the then current regulations. If the amount of public charges decided by the authorities or their collection basis change due to changes in the regulations or taxation practice, the prices shall be revised correspondingly.
8.8. The Translator shall bear all credit risks for Work Agreements.

9.    Right of Use and Intellectual Property Rights of the Service
9.1. Title and all related copyrights, trademark rights and possible other intellectual property rights in and to the Service, shall remain and be the exclusive property of the Navitep and/or its contractual parties. The User shall not have the right to copy the Service, discover the source code of the Service, override its security functions, make alterations to the Service, distribute or copy material contained in the Service except for its Works as agreed, or use the Service in any other illicit way.
9.2. Subject to the agreed payments for the Service, Navitep grants to the User limited right of use and access to the Service. The right of use is time-limited, non-exclusive and non-assignable.
9.3. If the Service or the software contains software or software components manufactured or produced by a third party, the User commits itself to accept and follow, in addition to these Terms of Use, the right of use, license and service terms of the supplier or manufacturer in question. To open source software shall primarily be applied the open source terms and conditions in question, and to standard software primarily the terms and conditions of the standard software in question if not otherwise agreed in writing. The terms of these licenses are delivered with the components in question, they are available from Navitep or through the site www.opensource.org.

10.    Intellectual Property Rights of the Work(s)
10.1. The Translator shall assign the copyright as referred to in the Copyright Act (404/1961) to the Work(s) to the Client, including without limitation the right to edit, further assign and change such Work(s).
10.2. The Client holds all rights to the translation memories generated to the Service in conjunction with the Works.
10.3. Translator and Navitep shall have the right of use for Client’s translation memories for as long as the Client is using the Service.

11.    Limitation of Liabilities
11.1. Neither party of the Work Agreement shall be liable to the other party for any indirect damages or losses.
11.2. The Translator shall be liable for the provision of Work and for any direct damages caused by the Translator to the Client in relation to the Work, however, the amount of such direct damages payable by the Translator shall always be limited to actual price paid by the Client for that specific piece of Work giving rise to liability.
11.3. Navitep shall not be liable for any damages arising from or relating to the use of the Works and Work Agreements. Navitep shall not be liable to pay any Work Price to the Translator if Navitep has not received such payment of Work Price from the Client.
11.4. The User shall always have rights in accordance with mandatory Finnish legislation. As to the extent permitted by the legislation, the Service and the information contained in the Service are delivered to the User as they are at any given time, without any Navitep’s guarantee of certain functioning, reliability, any other level of Service, information delivered to the Service by third parties or otherwise of the faultlessness of the information contained in the Service. The liability of Navitep for an error in or delay of the Service is limited to rectifying such error. UNDER NO CIRCUMSTANCES SHALL NAVITEP BE LIABLE TO THE USER FOR ANY DIRECT OR INDIRECT DAMAGES, OR FOR ANY LOST DATA RESULTING FROM THE USE OF THE SERVICE.
11.5. The limitations of liability set out herein do not apply to damage caused by willful misconduct or gross negligence.

12.    Term and Termination
12.1. This Agreement shall be in force until terminated by Navitep or by User in the Service. The User may not terminate this Agreement if there are valid Work Agreements that are not fulfilled and fully paid.
12.2. Work Agreement may be terminated in the Service if the Client has unsettled invoices. Work Agreement may also be terminated in the Service if the Client or the Translator does not fulfill its obligations under the Work Agreement in seven (7) from written notification of the other party.
12.3. An individual Work Agreement is automatically terminated after the obligations related to it are fulfilled.
12.4. Termination of an individual Work Agreement shall not affect other Work Agreements or this Agreement.

13.    Confidentiality
13.1. The parties shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than those set out in the relevant Agreement and/or Work Agreement. However, the confidentiality obligation shall not apply to material or information (a) which is generally available or otherwise public; (b) which the receiving party has received from a third party without any obligation of confidentiality; (c) which was in the possession of the receiving party prior to receipt of the same from the other party without any obligation of confidentiality related thereto; (d) which the receiving party has independently developed without using material or information received from the other party; or (e) which the receiving party is required to provide due to law or regulation by the authorities.
13.2. The parties shall cease using confidential material and information received from the other party, and upon request return or destroy the material including all copies thereof in a reliable manner when the relevant Agreement and/or Work Agreement is terminated or when the party no longer needs the material or information in question for the purposes set out in relevant Agreement and/or Work Agreement. The parties shall, however, have the right to retain such material as required by law or regulation by the authorities.

14.    Data Protection and Personal Data
14.1. The Service is sought to be produced by using commonly-known secure technical solutions.
14.2. The User acknowledges that use of the open network contains data security risks. The User is liable for data security and protection of the terminal devices needed for use of the Service.
14.3. The User accepts and consents that the information given to the Service by the User shall be transferred to the server chosen by Navitep and shall be saved to such server for usage. The User shall give needed contact and other details to the Service. In addition, if required by the Service, the User accepts and consents for location data and other similar data usage concerning the User in the Service. All data stated above, if decided by Navitep, may be collected, stored and otherwise managed on a server located abroad. The User explicitly accepts transfer of the personal data and other data abroad. The Finnish Personal Data Act (523/1999) shall be applied in the transfer and storage. In protection of the personal data the privacy policy of Navitep shall be followed.
14.4. The User acknowledges that supplying data to the Service, its storage, usage and transfer may not be protected from attempts of misuse by a third party.

15.    Assignment
15.1. Navitep shall have the right to assign all of its rights and obligations in the Agreement or in its appendices either wholly or in part to a third party assignee.

16.    Other terms
16.1. If a party does not use some of its rights in accordance with the Agreement or Work Agreement, or waives in some event its rights within the terms and conditions of the Agreement or Work Agreement, this waiver shall not affect the party’s right to rely in later similar situations on the terms and conditions of the Agreement or Work Agreement.
16.2. In the event that any term and condition is deemed invalid or unenforceable, such invalidity or unenforceability shall not affect the other terms and conditions.

17.    Applicable Law and Dispute Resolution
17.1. This Agreement and Work Agreements are governed in accordance with the laws of Finland without reference to its choice of law rules.
17.2. Any disputes of the parties that are not settled between the parties shall be submitted to the District Court of Helsinki.

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