This Service Agreement (“Agreement”) is made effective by and between Spofforth Translation Services (“Service Provider”) and any company or individual who agrees to assign one or more language-related projects to the Service Provider (“Outsourcer”), individually referred to as “Party” and collectively referred to as “Parties.”
Parties are engaged in the business of language services (“Services”) . The term “language service” for the purposes of this Agreement means any language-related tasks such as translation, interpreting, editing, proofreading, localization, etc., that require the skills of a language professional.
3. Relationship between Parties
The Service Provider’s relationship to the Outsourcer under this Agreement is that of independent contractor. Neither the Service provider, or the Service provider’s employees, consultants, subcontractors or agents shall be deemed to be employees or servants of the Outsourcer.
None of the benefits provided by the Outsourcer to its employees, including without limitation workers’ compensation and unemployment insurance, shall be available to the Service provider or the Service provider’s employees, consultants, servants or agents as a result of this Agreement.
The Service provider shall assume full responsibility for, and indemnify and hold the Outsourcer harmless from, the payment of all local, state and federal taxes and other contributions imposed or required under unemployment, social security, and income tax laws arising out of the Service provider’s engagement by the Outsourcer under this Agreement.
The Service provider understands and agrees that the Outsourcer will be utilizing the Service provider’s Services only on an as-needed basis and at the Outsourcer’s discretion. The Service provider may, without penalty, decline to accept any offered assignment from the Outsourcer.
5. Responsibilities of the Service Provider
The Service Provider shall provide, at their own costs, all equipment, materials and supplies, and all labour and other services, including delivery of finished projects to the Outsourcer.
The Service Provider shall send all completed projects to the Outsourcer using the channel agreed by both Parties.
The Service Provider shall answer, courteously, Outsourcer’s inquiries related to services, fees and available equipment.
The Service Provider shall disclose, prior to accepting any assignment, any biases that may have relevance.
The Service Provider shall take any and all steps necessary to ensure consistent delivery of work of a high professional standard.
The Service Provider shall accept responsibility for the quality of work they deliver, even when that work has been subcontracted.
The Service Provider shall do everything possible to meet agreed-upon terms, even when unforeseen problems are encountered.
6. Responsibilities of the Outsourcer
The Outsourcer shall send the Service Provider the original documents to be worked on during the period covered by this Agreement on an as and when required basis.
The Outsourcer shall furnish the Service provider with specific and detailed project instructions, including but not limited to the requested format or layout, indication of degree of difficulty of text, and determine the deadline for submission of completed project.
The Outsourcer provider shall answer, courteously, the Service provider’s inquiries related to services, fees and required equipment.
The Outsourcer shall disclose, prior to accepting any assignment, any biases that may have relevance.
The Outsourcer shall attempt to resolve disputes directly with the Service provider.
Information is deemed Confidential Information if, given the nature of the Outsourcer’s business, a reasonable person would consider such information confidential.
The Service Provider agrees to exercise the same degree of care as they accord to their own confidential information, but in no case less than reasonable care.
The Service Provider agrees to use Confidential Information which the Outsourcer provides to the Service Provider only for the performance of Services for the Outsourcer and not for the Service Provider’s own benefit.
The Outsourcer has the right to immediately terminate this Agreement in the event of any breach of this provision.
Project delivery date(s) shall be agreed to between the Service provider and the Outsourcer as required.
Project delivery date(s) become(s) binding only after the Service Provider has received and reviewed the source material and the Outsourcer’s instructions, and both parties have agreed in writing on the project specifications.
If no time is agreed to between the Outsourcer and the Service Provider, the Outsourcer can reasonably expect to receive the completed project no later than the normal close of business on the agreed-upon date of delivery.
9. Quality Assurance
Unless otherwise agreed, the Service Provider understands and accepts that the Outsourcer may, at their own discretion, edit or proofread the Service Provider’s completed project.
If the Outsourcer considers that the Service Provider has delivered substandard Services in relation to project specifications discussed and agreed, the Outsourcer must inform the Service Provider in writing within 10 business days.
If the Outsourcer considers that the Service Provider has delivered substandard Services in relation to project specifications discussed and agreed, the Outsourcer must give the Service Provider the opportunity to bring the work up to the required standard.
If the Outsourcer considers that the Service Provider has delivered substandard Services in relation to project specifications discussed and agreed, the Outsourcer may be entitled to reduce the fee payable to the Service Provider to cover any extra expenses incurred in bringing the work up to the required standard.
The Outsourcer agrees to pay the Service Provider the fee(s) set forth in each project assignment for Services.
The Service Provider may request additional charges due to source text inconsistency, poorly legible source text, extra formatting, work outside normal business hours, etc., provided this potential addition is agreed in advance by the Service provider and the Outsourcer for each project.
The Outsourcer agrees that if any changes are applied to source material while the project is being completed, the Service Provider may adjust fees, charges, and delivery terms agreed, and new terms and conditions may need to be agreed in writing between the Service Provider and the Outsourcer.
The Outsourcer agrees to pay the Service Provider the work completed up to the cancellation, provided such work is made available to the Outsourcer.
The Outsourcer agrees to pay the Service Provider the work completed up to the cancellation, provided such work is made available to the Outsourcer, plus any surcharges agreed in advance for such case.
The Outsourcer agrees to pay the Service Provider in full, regardless of the amount of work completed by the Service Provider; provided such work is made available to the Outsourcer.
The Outsourcer commits to pay the Service Provider in full for Services no later than 30 days from receipt of invoice by the method of payment specified in writing between the Parties.
The Service Provider is entitled to charge a fee for any undisputed overdue payments.
For long projects, the Service Provider may request an initial payment and subsequent instalments.
The Outsourcer owns all copyrights in the work product upon full payment of the agreed fee.
The Service Provider owns all copyrights in the work product.
Each party agrees to take financial responsibility for damages that the other may suffer as a result of the first party’s breach of this agreement.
Each Party hereby agrees to indemnify and hold harmless the other and such indemnified Party’s subsidiaries, directors, officers, agents, and employees from and against all claims, liabilities, and expenses, including reasonable attorneys’ fees, which may result from acts, omissions, or breach of this Agreement by the indemnifying Party, its subcontractors, employees, or agents. This provision shall survive the termination of this Agreement.
Either Party may terminate this Agreement at any time upon 30 days’ written notice sent to the other Party. In the event of such termination, the Parties agree to act in good faith toward one another during the notice period.
In the event of termination of this Agreement, the Service provider must provide the Outsourcer all Services performed through the date of termination.
In the event of termination of this Agreement, the Outsourcer is not obligated to pay the Service Provider any other compensation, severance, or other benefit whatsoever.
The Outsourcer acknowledges that the Service Provider may perform Services for other customers, persons, or companies during the term of this Agreement as Service Provider sees fit, subject to the terms of this Agreement.
15. Choice of Law
The validity of this Agreement and the interpretation of the rights and duties of the Parties will be governed by the laws of United Kingdom.
The Service Provider hereby agrees that during the Term of this Agreement and for a period of 1 year(s) after termination of this Agreement, the Service Provider shall not directly or indirectly, whether individually or as an owner, officer, director, employee, consultant or agent of any company or other entity, in any manner whatsoever, offer language services to clients introduced by the Outsourcer.
17. Dispute Resolution
In the event a dispute arises between the Parties which they are unable to resolve among themselves, the Parties may participate in a mediation.
If mediation fails to resolve the dispute, the Parties agree that the dispute may be submitted to final arbitration upon written request of one Party served on the other.
The Parties agree to share the costs of dispute resolution.
If any provision of this Agreement is held to be invalid or illegal, such invalidity or illegality does not invalidate the remainder of the Agreement. Instead, this Agreement is then construed as if it did not contain the illegal or invalid part, and the rights and obligations of the Parties are construed and enforced accordingly.
This Agreement shall not be amended, changed, or modified unless in writing and signed by both Parties.