The FREELANCER SERVICES TERMS AND CONDITIONS called hereinafter the “Agreement” is made between FREELANCER and POLISH TRANSLATORS LTD. trading as AGILE TRANSLATION of New Wave House, 4 Humber Road, London NW2 6DW hereinafter called the “Agency”.
In consideration of the mutual covenants set forth in this Agreement, Freelancer and the Agency hereby agree as follows:
Freelancer agrees to perform services in translation and/or proofreading and/or editing and/or interpreting.
Term of this Agreement shall commence by accepting terms and conditions of this Agreement by Freelancer, shall continue in full force for indefinite period and may be terminated by any of the parties with 7 days notice.
For all of Freelancer’s services under this Agreement, the Agency shall compensate Freelancer pursuant to the Section 10: ‘Payments’ hereto.
In the course of performing services, the parties recognize that Freelancer may come in contact with or become familiar with information which the Agency or its clients may consider confidential. This information may include, but not be limited to, information pertaining to design methods, pricing information, or work methods of the Agency, as well as information provided by clients of the Agency for inclusion in work to be developed for clients, which may be of value to competitors of the Agency or its clients. The subcontractor agrees to hold all confidential or proprietary information or trade secrets (“Information”) in trust and confidence and agrees that the Information shall be used only for the contemplated purpose, and not for any other purpose or disclosed to any third party under any circumstances whatsoever. No copies may be made or retained of the Information. All Information, including written notes, photographs, or memoranda shall be promptly returned to the Agency. The Freelancer shall retain no copies or written documentation relating thereto. This Information shall not be disclosed to any employee, consultant or third party unless that third party agrees to execute and be bound by the terms of this agreement, and disclosure by the Agency is first approved. The Freelancer acknowledges the Information disclosed herein contains proprietary or trade secrets and in the event of any breach, the Agency shall be entitled to apply for injunctive relief and to claim for damages of breach. This agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.
Freelancer is retained as independent contractor. Freelancer will be fully responsible for payment of their income taxes on all compensation earned under this Agreement. The Agency will not withhold or pay any income tax, social security tax, or any other payroll taxes on Freelancer’s behalf. Freelancer understands that they will not be entitled to any fringe benefits that the Agency provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
In order to assure best quality Freelancer should undertake ONLY assignments in the subject/field of expertise in which they have appropriate knowledge, education and/or experience. All work will be done in a competent manner in accordance with applicable standards of the profession and any specific requirements of client, and all services are subject to final approval by Project Manager of the Agency prior to payment.
Unless specified otherwise by a client, each translation will be proofread. Corrections will be sent to the Translator, who translated the given text. Translator has right to disagree with the corrections. In case of any disputes between Translator and Proofreader/Editor the final decision will be up to Project Manager of the Agency.
If the translation requires correction of average more than 3 errors per 1000 words, any additional costs incurred by the Agency to correct the translation will be DEDUCTED from the Translator’s wage for the given assignment. NB: Proofreader should not change the style as style is a subjective matter; however, if style is considered to be poor the fact should be reported to the Project Manager of the Agency.
Freelancer is obliged to complete and deliver assignment BY THE DATE AND TIME AGREED with the Agency In case of delays in delivery the Agency has right to make deductions from the Freelancer’s wage for the given assignment including, in extreme situations of serious negligence, the right NOT TO PAY for the assignment. Should Freelancer know that, for any reason, they will not be able to deliver assignment on time, they have to inform Project Manager of the Agency immediately.
Freelancer will issue an invoice (electronic version) to the Agency for the completed work. NB: Pursuant to the international agreement on VAT Freelancer residing in any of the EU countries does not impose VAT on a company based in the UK. The Agency will deal with VAT in accordance with UK regulations.
The Agency will pay Freelancer for their work upon the receipt of the invoice within 14-30 from the day of receipt. NB: When sending an invoice please consider that The Agency proceeds payments on 15th day of each month. Payments to will be done in a following way:
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
This Agreement shall be binding upon and inure to the benefit of the Agency and Freelancer and their respective successors and assigns, provided that Freelancer may not assign any of his obligations under this Agreement without the Agency’s prior written consent.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
Freelancer has no right to assign, sell, modify or otherwise alter this agreement, except upon the express written advance approval of the Agency, which consent can be withheld for any reason. The Agency may freely assign its rights and obligations under this agreement.
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Exclusive jurisdiction and venue shall by in the United Kingdom, London. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. To any portion of this Agreement declared unenforceable, that portion shall be construed to give it the maximum effect possible, and the remainder of this Agreement shall continue in full force and effect.
Each party represents and warrants that, on the date first written above, that they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their electronic acceptance.