Terms of reference:
The Company – refers to Translation Excellence, Inc.
The Contractor – refers to the freelance linguist
The Client – refers to Translation Excellence, Inc.’s clients
I. Employment Status
I confirm that I am an independent contractor and will act as such for all services rendered to me by The Company. I understand that I am NOT an employee of The Company and I agree that:
- Nothing in this contract shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee relationship or similar relationship between the parties or authorizing either party to act as the agent of the other.
- I will not sub-contract out work forwarded to me for completion by The Company to another vendor/individual unless The Company has agreed to it.
- I am responsible for all the products and services provided by me, or the firm I represent.
- The Company will NOT be responsible for withholding any taxes with respect to my compensation hereunder. The Company will report my gross fees as required by Federal, State and Local law. Therefore, I am responsible for all applicable taxes on my gross fees.
- I will NOT be covered under any of The Company’s insurance policies (including/but not limited to: Disability, Workers’ Compensation, Sick Pay, Holiday Entitlement, Unemployment, etc.) I shall have NO claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this agreement shall create any obligation between either party and a third party.
- The Company may terminate the use of my service at any time without cause and without further obligation, except for the payment of due fees for services rendered by me prior to the date of termination.
- By providing services to The Company, I am not violating any agreement between myself and another third party.
- After I have accepted the work, I will not demand from The Company any advance other than that which has been agreed upon beforehand, or any payment before the end of a 30 day period from the day of submitting the completed work.
- In case I do not meet my commitments, The Company has full right to withhold and/or reduce any payment due to me without any prior notice.
- I agree to provide services in accordance with The Company’s specifications, to complete all assignments previously accepted by me and to have my work reviewed by The Company and/or an independent third party.
- I shall interpret impartially between the various parties in the languages with which I am proficient. I will also take all reasonable steps to ensure complete and effective communication between the parties, including intervention to prevent misunderstanding and incorrect cultural interference.
- I understand that only under extreme circumstances and by previous written agreement with The Company, can deadlines be extended.
- If it is determined that I have returned sub-standard or incomplete work, The Company has the right to withhold and/or reduce payment according to the level of inaccuracy without any prior notice. If there is evidence that the quality of the translated work is below standard The Company has the right to terminate the contract with me.
- I understand that during an assignment I shall report to a representative of The Company and provide summaries of my services upon request.
- I will submit all undertaken work – fully completed, at the time specified by The Company on the agreed completion day via email to a representative of The Company
- In the event The Company authorizes me to liaise with the client for clarification purposes I will not initiate or engage in any discussion of fees, payments or salaries with the client. If the client initiates such a discussion, I will explain that I cannot discuss this with them and I will refer them to The Company. I understand that any poaching of clients will result in civil action, and the immediate cancellation of the contract with The Company
- I shall refuse work which I know to be beyond my competences, either linguistically or because of lack of specialized knowledge.
- I understand that arriving punctual for my assignment is an essential requirement. If I am more than 3 minutes late for an interpreting session, I must call the client. If I am unable to contact the client, I shall call The Company immediately. In the case of rescheduling, I shall inform The Company immediately of the change.
- It is my responsibility to take the contact number of the client and The Company whenever I leave for an assignment as well as checking the location of the interpreting session beforehand.
- I accept that under some circumstances I will be asked to show identification to the client to verify my identity. Therefore, I will ensure that I will always carry a suitable photo identification with me every time I leave for an assignment.
- I will be appropriately attired i.e. formal or smart casual wear depending on client and location, unless explicitly told otherwise by The Company. For the duration of the session, my mobile phones will be switched off, and I shall not receive telephone calls. Where these guidelines are not adhered to, The Company is entitled to cancel the session immediately.
- I understand that if I arrive at a session under the influence of alcohol or drugs I will be dismissed and not contracted by The Company again. Furthermore, I will not be entitled to be paid for this session.
- I understand that where a session is cancelled by The Company within 24 hours of the start time of the session, I will still be able to claim payment in full for the interpreting session. Where a session is cancelled with more than 24 hours’ notice I will not be entitled to any payment. Where The Company has made reasonable efforts to cancel the session with more than 24 hours’ notice but has been unable to reach me, it will be considered that cancellation took place with more than 24 hours’ notice.
- If I know I will be unavailable for a session that has already been assigned due to illness, holiday, or any other reason, it will be my responsibility to contact The Company as soon as possible and inform them with at least 3 days notice before the date of the scheduled session. I understand that I am not entitled to holiday pay or sick pay in relation to my work for The Company.
- If I breach the earlier obligations (regarding SICKNESS/HOLIDAY/UNAVAILABILITY or PROFESSIONAL INTEGRITY) The Company has a right to deduct any payments due.
III. Confidentiality and Ownership of Information
- For the purposes of these terms and conditions, “Confidential Information” means all data or information that is proprietary to the Company including, but not limited to: (i) materials for translation and/or proofreading; (ii) information divulged during an interpretation assignment; (iii) any other information that should reasonably be recognized as confidential information of the Company.
- Confidential Information does not include information which: (i) can be demonstrated to have been in the public domain or publicly known prior to the date of disclosure; (ii) can be demonstrated to have been in the Contractor’s possession prior to the disclosure; (iii) becomes part of the public domain or publicly known not due to any unauthorized act by the Contractor; (iv) is required by law, regulation, or court order to be disclosed by Contractor; (v) has been independently developed by the Contractor or its employees without violation of the terms of this Agreement or reference to any Confidential Information.
- The Company considers confidentiality as an essential requirement in all aspects of its operations. I will not discuss the rates which I receive for services rendered with representatives from any organization other than The Company.
- I agree to maintain strict confidentiality over all documents and information which come to my attention through the course of my association with The Company either directly or indirectly. I agree that I shall not, during or at any time following the execution of this Agreement, use or disclose in any manner any confidential information forwarded to me by The Company.
- In the event that any documents and/or all other types of materials prepared by me in the performance of my services for The Company, include material subject to copyright protection – such materials have been specially commissioned by The Company and they shall be deemed “work for hire”. To the extent that any such materials do not qualify as “work for hire” under applicable law, and to the extent they include elements which are subject to copyright, patent, trade secret, or other proprietary rights protection, I hereby assign to The Company all rights, titles, and interests to all such materials. To the extent that I have any rights in the same, I hereby waive all enforcement of such rights.
- I understand that all information forwarded to me by The Company is the property of The Company and that it is against The Company’s policy and a violation of this agreement to attempt to contact directly any client, to whom I was referred by The Company, without prior written consent from The Company’s management.
- I understand that violation of this confidentiality agreement will result in disciplinary action which may include legal ramifications. If at any time I witness an employee or another contractor discussing confidential material, I will report the matter to a manager or director at The Company.
- Translation Excellence will pay all invoices within 30 days from invoice receipt. Translation Excellence pays by check, PayPal, or wire transfer.
- In the event of a dispute, I consent that this contract shall be enforced in accordance with the laws of the United States and the State of Colorado.
- I am fully aware that this contract will remain in effect for 2 years after I last perform a service for The Company.
- The Company is under no obligation to offer me particular projects or assignments, and I am under no obligation to accept particular projects or assignments.
- I understand that this contract may only be modified in writing.
- This contract will be in full effect from the date I sign it.
- This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
- Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.