Translation Services Outsourcing Agreement
Last Updated: May 12, 2023
This Outsourcing Agreement (“Agreement”) is entered into by and between operator of the website mycertifiedtranslations.com (“Operator“), and its registered translators and interpreters (“Service Providers”). The Agreement delineates the responsibilities and obligations of Service Providers in relation to the Translation and Interpretation services (hereinafter referred to as “Services”) under the terms set forth herein.
1.ASSIGNMENT OF SERVICES
The Operator entrusts the Services to the Service Providers in accordance with this Agreement. The Service Providers hereby accept the assignment and agree to perform the Services in compliance with the terms stipulated in this Agreement.
2.RESPONSIBILITIES OF SERVICE PROVIDERS
2.1 Translation Services will be rendered digitally, and the Service Providers agree to translate the content provided by the Operator using the appropriate language skills. This Agreement does not include layout services post-translation.
2.2 Interpretation Services involve facilitating communication between individuals speaking different languages, thereby conveying the semantic essence of the dialogue.
This Agreement outlines the basic terms and conditions of the Services. Specific project details will be individually determined and issued by the Operator to the Service Providers as per the Operator’s discretion.
4.QUANTITY OF SERVICES
The scope of the Services under this Agreement will be determined based on the original language document and the translated document. The method for calculating the quantity will be provided separately by the Operator.
5.INSPECTION AND ACCEPTANCE OF SERVICES
5.1 Upon receipt of the Services deliverables, the Operator will conduct an immediate quality assessment. A quality approval or rejection notification will be provided to the Service Providers within a set deadline, as determined by the relevant specifications issued by the Operator.
5.2 The acceptance notification from the Operator signifies the completion of the assigned Services.
5.3 If the Operator does not provide a quality approval or rejection notification within the stipulated timeframe, the Services are deemed to be accepted and the task considered complete.
6.COMPLETION OF INTERPRETATION SERVICES
6.1 The Operator will provide advance notice of the target language, location, and duration for each interpretation assignment. Completion of Services is recognized when the interpretation is finished within the specified timeframe.
6.2 Interpretation Services spanning multiple days are deemed complete when the final day’s assignment is finished within the prescribed business hours.
6.3 If the actual duration of the interpretation Services exceeds the initially estimated hours, the Service Providers must notify the Operator within 48 hours after the completion of the Services.
7.COMPENSATION FOR SERVICES
7.1 The unit cost for the Services is established based on a price list attached at the time of the assignment. The price list is subject to changes without prior notice.
7.2 All expenses incurred in relation to the Services, including communication and quality maintenance expenses, are covered under the compensation as outlined in this Agreement.
7.3 In the event of a client’s cancellation, the Operator will pay the Service Providers 30% of the total cancellation fee received from the client.
8.1 Payment will be made within 5-15 days after the completion of the Services through an online money transfer.
8.2 If the Service Providers fail to complete their assigned duties after acceptance, regardless of the progress made, the Operator is not obligated to make payment for the Services.
8.3 Service Providers responsible for any fees associated with international bank transfers.
8.4 Payment will be based on the exchange rate of Japanese Yen at the time of transfer.
8.5 In relation to interpretation Services, if the Service Providers fail to notify the Operator as per Clause 6.3, payment will not exceed the initially specified amount.
Service Providers are required to maintain the confidentiality of all material and information obtained during the provision of the Services and shall not disclose or leak such information to third parties without the prior written consent from the Operator.
10.INTELLECTUAL PROPERTY RIGHTS
10.1 All translated works produced by the Service Providers, if subject to copyright protection, will be owned by the Operator unless otherwise agreed upon in writing. The compensation includes payment for any associated copyright considerations.
10.2 The Service Providers agree not to exercise any moral rights related to the copyrighted material as outlined in clause 10.1.
11.SERVICE PROVIDERS’ OBLIGATIONS
11.1 Service Providers must ensure high quality and standard of Services.
11.2 If any Service Provider violates their employer’s regulations prohibiting side jobs in translation or interpretation Services, all consequences arising from this violation shall be borne by the Service Provider, with the Operator held harmless.
Service Providers must promptly notify the Operator if they anticipate that the Services cannot be completed within the set deadline and comply with further instructions from the Operator.
13.TERMINATION OF AGREEMENT
13.1 The Operator may terminate this Agreement without any special notifications or penalties in case of any breach of the Agreement.
13.2 Either party may claim damages for reasons attributable to the other party, but all parties must endeavor to maintain a smooth business relationship and build mutual trust.
14.MODIFICATION OF SERVICES
If the Operator alters the scope of the Services after the assignment has commenced, the Operator and Service Providers will renegotiate terms such as the delivery deadline, quantity, and fee and create a new assignment specification.
15.PROHIBITION OF SUBCONTRACT AND ASSIGNMENT
15.1 Service Providers may not subcontract their duties or assign rights and obligations under this Agreement without the Operator’s prior written consent.
15.2 Neither the Operator nor the Service Providers may assign or transfer their rights or obligations under this Agreement to a third party without written consent from both parties.
16.PROHIBITION OF DIRECT AGREEMENT WITH CLIENTS
Service Providers are prohibited from entering into any agreements directly with the clients without involving the Operator.
In the event of force majeure preventing either the Operator or Service Providers from fulfilling their obligations under this Agreement, both parties will engage in mutual consultation to determine appropriate measures.
After the termination of this Agreement, the obligations as stipulated under clauses 9, 10, 12, 15, and 16 shall remain in force in accordance with the respective articles.
In the event of any dispute related to this Agreement or the occurrence of situations not covered under this Agreement, the Operator and the Service Providers agree to resolve such matters in good faith through mutual consultation.
20.GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the London District Court in the first instance.