Translator Agreement & NDA

This Agreement is made between you (hereinafter named as “You”) and Speakt Ltd (hereinafter named as “Speakt” or “We” or “Us”). Speakt undertakes to carry out Jobs for third parties (“Clients”) and offers a service that connects independent translators (like You) with Clients that want to have their content and materials translated into certain languages (hereinafter named as the “Service”).
“You” or the “Associate”: any and all natural and legal persons, cooperating with Speakt, as subcontractors with Speakt, namely as external Associates – independent contractors.
By using the Service, You agree to this Translator Agreement, the Non-Disclosure and Non-Compete Agreement included herein. The Speakt General Terms of Service and Privacy Policy are also applicable mutatis mutandis. If You do not agree with the terms of this Agreement, You may not use the Service and You may not engage with any actual or potential Speakt Clients (“Clients”).
You represent that You are 18 years of age, or of the age of majority in Your place of residence or jurisdiction, whichever is greater.
This Translator Agreement (the “Agreement”), effective upon the date of electronic acceptance (“Effective Date”), is entered into by and between Speakt (“Speakt”) and the Translator (“You”) (each herein referred to individually as a “Party”, or collectively as the “Parties”). In consideration of the covenants and conditions contained herein, the Parties hereby agree on the following:

1. Personal details provided by You

You are deemed to have a professional legal seat in your jurisdiction and provide officially translation services in the language combinations indicated in the Speakt platform, i.e.in the path: www.speakt.com/translators, namely the Speakt Translation Dashboard.
You agree that Speakt can have access and process the personal details You have entered in the requested spaces, in Section “My profile” of the Translation Dashboard, for purposes related only to the provision of services on Your behalf and for statistical reasons. However, your qualifications, like university degree, master’s degree and other language diplomas or certificates of knowledge shall be all times available for Speakt and if requested by Speakt, You are obliged to send them per e-mail or upload them in the Speakt Translation’ Dashboard. You also guarantee that you have sufficient work experience and sufficient qualifications in translation services in the fields of expertise and language combinations You have indicated in the Translators’ Platform.
All personal details submitted by You on the Speakt Translation Dashboard (www.speakt.com/translators) are deemed to be true, accurate and up-to-date. You bear the sole liability for any alternations and for not promptly and timely updating your personal details.

2. Your Obligations (Translator’s Obligations)

1. Provision of quality translations

• You are obliged to carry out the Jobs You have been assigned, following the references and additional notes indicated in the Translation Dashboard (Comments Section) provided by Clients or Speakt, where necessary. Translator complies with Speakt Quality Policy and Guidelines. Owing to the specialties and specificities of translation sector, related to personal abilities, knowledge, experience and expertise of You, You are the SOLE provider of the service. Substitution of You shall take place, only after prior written consent of Speakt. You must provide Your Services, according to the Client’s indications, with professionalism, responsibility, diligence, punctuality, with due respect of deadlines. If not, You must directly inform the Speakt team. You must also not assume Jobs that You are not confident You have the ability to carry out or You do not have the time, knowledge, experience, technical requirements or software to carry out.
• You provide Your Services from the own place of work and at the time chosen by You. Purpose of this Agreement is the intended result.
• Before delivering the final version of the Job, You must check the orthography and grammar and You must take all measures for excellent execution of Job, i.e. the translated work. You must deliver the Jobs (translated works) and upload them in the Speakt Platform. The delivered works must be comprehensible, accurate; they must not have missing points or double meanings. The terminology must be unified throughout the translated works and they must be deliverable, without their proofreading being necessary.
• The submission of any form of machine translations that do not meet Speakt’s quality standards may lead to immediate cancellation of the Job and/or this Agreement without notice to You and You will not be reimbursed.
• You are not entitled to be replaced by third natural or legal person in whole or in part in the rights and obligations deriving from the present, nor are You entitled to assign any rights or obligations deriving from the present to third parties, natural or legal persons, without prior written consent of Speakt.

2. Use of careful judgment and working in the best interest of Speakt

• Indication and notification to Speakt about Jobs having problems
  It is possible for Client error or technical issues to occur on any Job processed by the Speakt system. If You notice problems with a Job, especially available ones, be proactive. Send e-mail immediately to the Speakt team or in the comment section of Speakt Translation Dashboard. Possible “problems” in a Job include indicatively: the word-count is wrong, the wrong language pair was ordered, suspicious or special requests from a Client in the comments section, the source content is unsuitable according to the Speakt Quality Policy or of insulting content,
• No addition of translation to comments section:
  You shall not post Your translation in the comments section on the Translation Dashboard for a Job. A Client could use the translation from the comments section and reject Your Job, meaning You would not get paid for the work You have done.
• Responding quickly and professionally to Clients and Speakt
  Carefully read the comments and queries from Clients and answer them promptly, clearly, in a professional manner. You shall not use abusive language nor give excuses or personal background information to Clients. Try to resolve disputes professionally and efficiently. You are expected to be responsive to alerts from Speakt and Clients, as most communication is time sensitive (such as comments on a Job). You assume all responsibility for failure to read correspondence or notices, including those that might result in loss of Your compensation.
• No Job to be kept in “available” Job status unjustifiably without updating to “processing” Job status
  You must only accept a Job that You can work on straight away. If you do not want to assume the Job, just log out from the specific Job of the Translation Platform. You are not allowed to maintain access to the Job for more than ten minutes and if You do not log out, You shall be automatically redirected to the Translation Dashboard. Clients want translations delivered quickly, and when You start a Job, no other translator can see or work on it. By starting and not working on a Job, You are abusing the Service and translator community. This includes but is not limited to letting Job expire, declining a Job after considerable time has passed, submitting incomplete translations, editing and completing them later. Ιf another translator assumes the Job first (updating the Job status to “processing”), You are not entitled to any reimbursement. In general, You must always keep in mind the Speakt Guidelines for prompt execution of translation services.
• Meeting of deadlines
  When considering a Job, make sure You have the time, knowledge and skills to complete it by the stated deadline. You shall not start a Job if You cannot finish it on time. In extenuating circumstances, where You cannot complete a Job, You must make every effort to cancel it immediately.
• Avoidance of causing damage to Speakt
  You agree to indemnify and hold harmless Speakt and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) Your negligent, reckless or intentionally wrongful acts, (ii) a determination by a court or agency that You are not an independent contractor, (iii) Your breach of any of the covenants contained in this Agreement and corresponding Speakt Translator Non-Disclosure and Non-Compete Agreement, (iv) Your failure to perform the duties of Translator in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Speakt’s use of any of Your deliverables under this Agreement.

2. Speakt’s Obligations

1. After the work to be translated together with references, other Client’s material and applicable guidelines, has been uploaded to the Speakt Translation Platform (see also the comments section), the Job is available for distribution to Translators and the first translator that updates the Job status to “processing”, finally assumes the Job. It is on a “first come first served” basis. The delivery date is also indicated in the Platform. Speakt may also offer, without compensation and at its utter discretion, software and expertise for easement of Your work. Speakt is obliged to pay You, as agreed and indicated in the Payment Terms.
2. Speakt will assist You in performing Your job as follows:

Client/Translator disputes
Speakt will review Client/Translator disputes in a fair and reasonable manner. In particular, Speakt Team will examine all rejected translations taking into account the quality of translation, the Client’s comments and/or instructions and whether those were reasonable, and whether the translator took due care in responding to and incorporating these comments and instructions and feedback and reason for rejection by Client.

• Promptly respond to Your support e-mails
  We try to respond to urgent Job e-mails as soon as possible, usually within a few hours. These urgent messages will be prioritized over general inquiries.
• Remind Clients of their responsibilities and restrictions
  Speakt will warn Clients who repeatedly waste translator time, reject translations unnecessarily or make unreasonable requests. Speakt may remove (in its discretion) Clients who repeatedly abuse the Services.

3. Earnings (Translator’s remuneration) and time commitment

Translator’s remuneration (hereinafter named as “earnings”) results from the multiplication of total words of the Job, i.e. the work to be translated with the price of each word, as defined and set in out the Speakt Translation Dashboard, per language combination, plus V.A.T. where applicable. The value of price per word is defined by Speakt. The calculation of words is made by the Speakt software services and cannot be disputed nor challenged by You. This amount includes all legal remunerations, withholdings and expenses. Speakt has the only right of its readjustment. You will be informed of the earnings on the Job details page in Speakt Translation Dashboard and an e-mail will be sent to you before starting a Job, mentioning the earnings. Before undertaking a Job, please verify the correctness of the calculation of Your earnings. After You undertake the Job, namely update of status “processing” in the Speakt Translation Dashboard for each Job, You cannot challenge the earnings.

In case You inform Speakt Team that for any reason you are not able to meet with the set deadlines of Job, Speakt maintains the right of not consenting to any extension of deadline date as well as cancelling the Job in whole or in part, with relevant written notice to You. In such case, You are not entitled to any remuneration for the part of Job cancelled.
In case You deliver a translation Job not meeting with the Speakt Quality Policy and Guidelines and following proof-reading of Job by a translator reviewer, Speakt maintains the right to withhold part of Your remuneration, after having informed You in writing. You agree that Speakt can withhold or reduce or offset Your accrued earnings balance if:

• You do not meet the requirements of the Job (e.g., miss deadline, did not meet quality levels, or did not comply with disclosed instructions);
• You perform work on a Job when You should have indicated it for problems;
• Speakt terminates the Agreement, for reasons mentioned herein; or
• You do not otherwise comply with this Agreement

4. Your payment will be made by Speakt

You agree that any final earnings balance You accrue by working on Jobs will be made via Speakt supported payment providers (“Payment Providers”) or via bank account indicated by You, in the currency of Euro or British pound. You must, at all times, have a functioning bank or other account with the Payment Provider to receive funds from Speakt. Speakt is not responsible for payment delays caused by a Payment Provider’s services.
As from January 2018, You do not have to issue a service invoice for Speakt since our company has entered the Self-Billing System according to VAT Notice 700/62 (July 2013) of GOV.UK. After the end of each calendar month, You shall receive from Speakt a credit invoice, issued by Speakt relating to your payment. It is issued at the beginning of each calendar month for the Jobs of the previous one. You can find all credit invoices in section Invoices of your Speakt account. You are responsible for filling in and keeping up-to-date all the necessary information required about You. Settlement of any credit invoice, part-invoice or other payment shall be made by the due date agreed between the parties or in the absence of such agreement within 30 days from the day of issuance of credit invoice, on the currency exchange rate of that day of payment, chosen by Speakt. The banking or Payment provider’s fees and changes (e.g. expenses for remittance/receiving money) of payment shall be borne by Translator. To the mutual interest of Speakt and You, Speakt shall effectuate payments only when Your accrued earnings balance exceeds the amount of 30 Euros.
In this framework, You are obliged to print out and send to us in signed form, together with your tax identification details, the Self-billing agreement, within the first ten days of each calendar year.
For more details please consult the websites: https://www.gov.uk/guidance/vat-self-billing-arrangements and https://www.gov.uk/government/publications/vat-notice-70062-self-billing/vat-notice-70062-self-billing#example-self-billing-agreement

5. You agree to abide by the UK tax system requirements.

Speakt may be required by UK tax authorities to request certain taxpayer information from translators who receive funds from Speakt (whether such persons are U.K. taxpayers or not). We may request additional information from You in the future if required under U.K. law. All information collected will be used solely to fulfill Speakt’s requirements under U.K. law and will not be used for any other purposes.

6. Intellectual property material

You accept and admit that the total intellectual rights on material, software, information and documents assigned by Speakt to You for execution of Jobs, belong to the only and sole property and ownership of Speakt or its Client. You explicitly waive from any right of intellectual property and exploitation thereof. In addition, You assume the obligation to actively assist Speakt, if necessary, for legal protection of aforementioned intellectual property rights by Speakt or its Clients. Speakt assumes to recuperate You for the total amount of expenses, You had to pay for provision of such assistance.
You agree that, as between You and Speakt, Speakt solely owns all right, title, and interest in any material You provide to Speakt, including but not limited to all Client Materials, Jobs i.e. translated works, localizations for Speakt.com, translations for email notifications and web orders, solely or in collaboration with others, or in connection with Your dealings with Speakt.

7. You provide translation services as independent contractor

You are an independent contractor of Speakt for translation services and in connection with the above, Speakt has disclosed, and may further disclose to You certain confidential technical and business information. Nothing in this Agreement shall in any way be construed to classify You as an agent, employee or representative of Speakt. You are not authorized to bind Speakt to any liability or obligation or to represent that You have such authority. You agree to furnish (or reimburse Speakt for) all tools and materials necessary to accomplish Your work, and incur all associated expenses. You are solely responsible for reporting any income that You are required to report, and for paying any taxes or duties on such income, such as self-employment taxes.
You understand that You will receive no benefits from Speakt where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and retirement or pension participation.

8. Term, Termination, Loss of Compensation

Your relationship with Speakt begins on the date on which You accept and agree to this Agreement, and continues until You or Speakt terminates it by giving notice.
The present Agreement is of indefinite duration. It can be terminated at any time and without significant reason by You or Speakt. It is explicitly agreed that said termination shall be made without liability for compensation and it shall be notified to Speakt in the e-mail address: info@speakt.com and to You, in the e-mail address indicated in Speakt Platform and it shall become effective as from the expiry of two months following the confirmation e-mail for receipt of notice of termination.
In case of breach of terms of the Agreement, Speakt preserves the right to directly terminate this Agreement. In such case, the effects of termination begin immediately. Speakt may terminate this Agreement immediately upon notice to You, if You:

• Violate any term of this Agreement
• Create multiple Speakt accounts for any unjustified reason
• Violate the Speakt Translator Non-Disclosure and Non-Compete Agreement
• Provide Your contact information to Clients or attempt to contact Clients outside of the Speakt platform
• Fail to communicate in a professional and courteous manner with Clients, other Translators, or Speakt staff
• Use automated tools or means to accept Jobs
• Fail to follow instructions given to You by a Speakt Staff Member, Reviewer, or Language Specialist
• Behave in a manner that disrupts our Service or systems
• Speakt may also, in its sole discretion, remove one or more levels of Your qualification, permanently or temporarily withhold earnings (including for jobs in progress), or terminate any of Your pending Jobs.

In case present Agreement is dissolved, following immediate termination, according to the above, Speakt is obliged to pay You with all Jobs delivered until the receipt of notice of termination. You are obliged to immediately return to Speakt all Jobs delivered for translation, the printed material, if any, and all documents or information material given to You by Speakt in relation to the execution of this Agreement.

It is automatically terminated, when one of contracting parties is dissolved, placed into bankruptcy or mandatory management.

9. You agree to the Non-Disclosure and Non-Compete Agreement, stating as follows:

A. According to the terms of the present Agreement, the disclosure, oral, written or by electronic means, of confidential information, such as financial, technical or corporate information by Speakt to You, relating to Speakt or its Clients is possible. The data and information are disclosed to You solely for execution of translation of Jobs assumed by Speakt or its Clients.

B. The term “Confidential Information” refers to information of any kind which is disclosed orally, in writing, electronically or by inspection of tangible objects, or is recorded or incorporated by any means and is recognized by Speakt or its Clients as confidential, including, without limitation:

1. intellectual or industrial property, technical information, trade secrets, expertise, software or its source code, source content, guidelines, instructions, glossaries, or other materials, research, product plans, products, services, equipment, Clients’ markets, software, inventions, processes, designs, drawings, hardware configuration information, marketing and finance documents, prototypes, samples, data sets, and Speakt’s equipment
2. information of financial or economic nature or every kind, including information relating to prices, sales, clientele, contracts and relevant terms, business methods, and actions, business plans and strategies, programs, commercial and business cooperations,
3. all other information which Speakt provides You with and is considered as confidential. Confidential Information may also include information of a third party that is in Speakt’s possession and is disclosed to You under this Agreement.

All confidential information is provided “as is”. Speakt makes no warranties, express, implied or otherwise, regarding the accuracy, completeness or performance of any confidential information, or with respect to non-infringement or other violation of any intellectual property rights of a third party or of You.

C. However, the confidentiality obligation, as defined in the following paragraphs, is not valid for:

1. Confidential Information, which, at the time of disclosure to You, has already become publicly known and generally available to the public without a duty of confidentiality prior to the time of Speakt’s disclosure to You or
2. Confidential information, which, following disclosure, has become publicly known and generally available to the public, unless any commitment included herein is violated or
3. Confidential information, which was in Your rightful possession before its disclosure, as described in par. A, under the condition that the previous source of information was not bound by confidentiality obligation (contractual or defined by other means) in relation to the above information.

D. You acknowledge that confidential information is important asset of Speakt and trade secret and of its Clients. Nothing in this Agreement is intended to grant any rights to You under any intellectual property right of Speakt, nor shall this Agreement grant You any rights in or to the Confidential Information except as expressly set forth in this Agreement.

E. In relation to the disclosure of Confidential Information to You, both Speakt and You, commonly agree that:

1. You must use the confidential information only for purposes of its disclosure, to evaluate and engage in the performance of translation services, so that the Job be accomplished and to the extent required to accomplish the intent of this Agreement but not in a way which may be harmful to the interests of Speakt;
2. to use and protect confidential information procured as private,
3. not to use at any time and by no means the confidential information to attract employees or officials of Speakt, or to commit them, or to conclude agreements with employees and officials of Speakt for any purpose unless purposes referred to in par. Ε
4. not to proceed at any time and by no means, without prior written consent of Speakt, to disclosure or publication of any confidential information to any third party, either directly or indirectly, apart from employees of Speakt, unless said third parties have been informed about the secret and confidential character of information and have committed to act in favour of Speakt.
5. you assume the obligation not to disclose, use, publish or by any other means announce to third parties, directly or indirectly, in whole or in part, for any reason whatsoever, the confidential information that You have become aware of. For example, You may not discuss or share the content of any Jobs You work on, with Clients, other translators, family members, friends, or colleagues (e.g. social media such as Twitter, Facebook, Your blog) even if the Client is publicly known to be a Client of Speakt.
6. You shall not reverse, engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information. You shall not file any patent application(s) containing or based on, in whole or in part, any of Speakt’s Confidential Information. You shall immediately notify Speakt of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.
7. You shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, You shall take at least those measures it employs to protect Speakt’s own most highly confidential information.
8. You shall not make any copies of the Confidential Information unless the same are previously approved in writing by Speakt. You shall reproduce Speakt’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original.

F. Additionally, You must delete all Client Materials within 30 days after You complete a Job or once You no longer require them (for example if You declined to take the Job). You may keep the translations You created for archival purposes, but may not use it publicly or share it as a translation sample or otherwise.
All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of You, shall be and remain the property of Speakt and shall be promptly returned to Speakt or destroyed (with proof of such destruction), each upon Speakt’s request.

G. The present Non-Disclosure and Non-Compete Agreement stays in full force during the cooperation between You and Speakt. You are still bound by this Agreement, even after termination of cooperation with Speakt for a time period of two years.

H. You agree that as long as this Agreement is in force and for two years following the termination of cooperation between You and Speakt and following the date that You discontinue the performance of services, You will neither on Your own account nor in conjunction with nor on behalf or any person, firm or company solicit business from or accept any business activity with Clients or any affiliate or subsidiary company or undertaking of Client, with purpose of directly cooperating with Client and assuming directly Jobs from Client, which have already been assigned to Speakt.

I. The confidentiality obligations described in paragraph E do not prohibit the disclosure of confidential information possessed by You, provided that the disclosure is realized in compliance with a legally binding decision of any competent court or other body or mandatory rule or regulation of legislation in force or other regulatory body. If You become legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, You will provide Speakt with prompt written notice of such disclosure and will assist Speakt in seeking a protective order or another appropriate remedy. If Speakt waives Your compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, You will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

J. Contracting parties must not proceed by any means in public declarations, announcements or references to their confidential work, but only following mutual agreement. Nothing in this Agreement shall be construed to restrict Speakt’s use or disclosure of its own Confidential Information.

K. If Speakt requests for in writing, You must immediately return all confidential information, all copies and adaptions thereof or part of them. If also required, You must destroy or send to Speakt all notes, references or parts of confidential information, possessed by You and shall make every possible effort so that all other persons, to whom confidential information has been disclosed, shall act in the same way.

L. Any failure on Your part to observe any of the terms of this Agreement could entitle Speakt to obtain injunctive relief, in addition to all legal remedies without showing or proving any actual damage and to recover any direct and indirect losses. Speakt could request that You refrain from such insult and omit committing it in the future, without prejudice to its rights for asking further compensation.

M. Speakt does not wish to receive any confidential information from You, and Speakt assumes no obligation, either expressed or implied, with respect to any information disclosed by You to Speakt. Any ideas, suggestions, guidance or other information disclosed by You related to the Confidential Information and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback”. You agree to grant and hereby grant to Speakt a non-exclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.

N. Unfair Competition
Where in the course of business, Speakt introduces You to a third-party/work-provider, the translator shall not knowingly, for a period of one year from delivery and return of the last translation Job, approach the said third party for the purpose of soliciting work, nor work for the third party in any capacity involving translation, without the Speakt’s written consent.
However, this shall not apply where:

• the third-party work-provider has had previous dealings with Υοu, or
• You act on the basis of information in the public domain, or
• the approach from the third party is independent of the relationship with the intermediary Speakt, or
• the approach to the third party arises as the result of broad-band advertising, or
• the third party is seeking suppliers on the open market, or
• the intermediary Speakt only makes isolated use of the translator’s services.

Miscellaneous:

• You agree that You cannot represent Speakt or conclude Agreements on its behalf as its representative, agent or proxy or assume any obligations in the name of Speakt, unless otherwise agreed.
• Speakt is not obliged to provide You with a minimum amount of Jobs to be translated.
• All terms of the Agreement are deemed to be essential. In case a term is considered to be null and void, its invalidity remains harmless and does not affect the validity and enforceability of remaining terms.
• In case You have cooperated with Clients’ of Speakt and it occurs that You undertake Jobs for them, You are obliged to respectively notify Speakt, for reasons of good faith.
• Speakt reserves the right to amend any and all terms of the present, without Your prior notification. Therefore you are only held responsible for keeping Yourself up-to-date. Any agreement deviating from the provisions of the present shall be agreed between Speakt and You in writing. If You do not agree to the modified terms of the Agreement, You should discontinue Your use of that Service.
• This Agreement controls the relationship between Speakt and You. It does not create any third party beneficiary rights.
• If You do not comply with this Agreement, and Speakt does not take action right away, this does not mean that we waive from any rights that we may have, such as taking action in the future.
• You may not assign, transfer, or delegate any portion of this Agreement without Speakt’s prior written consent. Speakt may assign, transfer, or delegate any portion of this Agreement with or without notice to You. Your attempt to assign, transfer, or delegate this Agreement without Speakt’s consent will be null and void.
• All contracting parties shall endeavour, pursue and try to amicably settle all disputes arising from or in connection with this Translators’ Agreement between You and Speakt, upon mutual agreement, in application of indicatively online dispute resolution, alternative dispute resolution or mediation. If no agreement is reached in case of such dispute, parties maintain the right to seal legal protection, as per Law provides
  You have read and understood this Agreement and your signature binds You, your employees, representatives, to the provisions of this Agreement.

Last update on 06/02/2018