The terms of this Agreement apply whereas Contractor agrees to provide translation and other specialized services as an Independent Contractor for CSOFT. Contractor’s services under this Agreement will terminate at the end of the 2022 calendar year. The Agreement can be renewed or extended thereof the end date. Prior to the commencement of each service, CSOFT and Contractor will execute a Purchase Order, which shall be considered part of this Agreement and binding upon both parties.
Contractor may not assign its rights under this Agreement or any Purchase Order. Contractor has the right to delegate substantial portions of the work on any project to others who are under Contractor’s control and with prior approval by CSOFT.
During the term of this Agreement and any renewals thereof, and for one year after the expiration of the initial and renewal periods, Contractor agrees that any of its personnel will not provide directly any services to any client to which Contractor has been introduced or through any client for which Contractor has performed services.
Contractor or any of its personnel will not retain, directly or indirectly, for itself or for another party, the services of another one of the CSOFT’s contractors or employees to which Contractor has been introduced or through any client for which Contractor has performed services.
Contractor acknowledges that all information provided by it (including, but not limited to, resume and references) is true to the best of Contractor’s knowledge and that Contractor is not restricted by any employment or other Contractor agreement from providing services in any attached Purchase order.
Payment for services will be in accordance with the terms included in the “How CSOFT Works and Payment Terms” provided to the Contractor during the qualification stage and anyway the terms regulating the Purchase Order and up to the amount authorized in that Purchase Order for the particular project. No other compensation in any form, including benefits, will be provided by CSOFT or anyone else. For billing and payment purposes, Contractor shall maintain records of the hours for which services have been performed on each project and the number of words translated, and submit to CSOFT those records for billing and payment purpose, Contractor will also invoice CSOFT for the job performed on each project exclusively via CSOFT online payment system UbrTa.
Contractor is contracted to perform work for CSOFT based on a Purchase Order.
CSOFT is committed to providing quality localization services to its clients and we expect the same commitment from all team members. Quality work is characterized by for instance: absence of linguistic errors (grammar, terminology, typographic errors); following project-specific guidelines, style guides and industry standards; meeting or beating the deadline; effective communication of progress, errors, bugs, delays, or other significant project-related information; proper file handling; maintaining tags and codes from the source material in the translation.
Substandard work: CSOFT offers discounts to its clients if errors are found and similarly we reserve the right to discount or withhold payment for substandard work submitted by a resource when causing additional cost or penalties for CSOFT. Whenever possible, the resource will first be provided feedback and a chance to immediately correct the encountered problems without further charges to CSOFT. Should the project schedule not allow for this or the reworked material submitted still fall short of the quality standard, CSOFT will make arrangements to have another resource correct the work and the charges incurred will be deducted from the first resource’s invoice.
Likewise missed deadlines may lead to discounted or withheld payment if they cause a delay in the overall project schedule or client delivery date. You may avoid this by keeping your project contact (project manager, language lead, or technical lead) informed of your progress and any delays or problems you are experiencing. Prior to any deductions the case will be carefully researched; the resource will be notified and given the opportunity to explain.
Contractor agrees that neither it nor its personnel will disclose to any third party, without the prior written consent of an executive officer of CSOFT, any information relating to the business of CSOFT, the client, the customers and clients of the client, or other CSOFT Contractors or employees, if such information could reasonably be construed as confidential and was obtained in the course of Contractor’s providing services on client’s project. Contractor further agrees neither it nor its personnel will reproduce in any way, divulge, or remove from the premises of CSOFT, any client, any tangible or intangible property whatsoever (except personal effects) which could reasonably be construed as constituting confidential information of CSOFT or the client.
Contractor shall provide competent, professional services in the required disciplines, the parties agree that the relationship created by this Agreement is an independent contractor relationship. Contractor agrees contractor and personnel are not entitled to any benefits provided by CSOFT, including but not limited to group insurance, liability insurance, disability insurance, paid vacations, sick leave, retirement plans, health plans, premium “overtime” pay, and the like. CSOFT will make no deductions from fees paid to Contractor for any federal or state taxes, and CSOFT and the client have no obligation to provide Worker’s Compensation coverage for Contractor.
Because of the independent status of Contractor, it is solely and completely accountable for the services it provides to CSOFT and its clients, and neither CSOFT nor its clients, shall have any liability whatsoever to any party arising out of services provided by Contractor or its personnel. CSOFT will not indemnify Contractor for any liability incurred by Contractor, its agents or employees. Unless Contractor and client reach a written agreement to the contrary, Contractor agrees for itself and its personnel that all documents, deliverables, software, systems designs and any other materials (collectively, materials) created in whole or in part by Contractor in the course of or related to providing services to the client shall be treated as if it were “work for hire” for CSOFT and its client. All ownership and control of the above materials and creations, including any copyright, patent rights and all other intellectual property rights therein, shall vest exclusively with the client.
Contractor shall indemnify and hold harmless CSOFT and client, and their officers, directors, agents, owners, and employees, for any claims brought or liabilities imposed against CSOFT or client by Contractor’s employees or by any other party (including private parties, governmental bodies and courts), including claims related to worker’s compensation, wage and hour laws, employment taxes, and benefits, and whether relating to Contractor’s status as an independent contractor, the status of its personnel, or any other matters involving the acts or omissions of Contractor and its personnel. Indemnification shall be for any loss, including costs and attorneys’ fees.
In the event of a breach of this Agreement, the other party shall have such rights and remedies as exist at law or in equity, including termination of this Agreement for a substantial and material breach. We reserve the right to update or modify this Agreement at any time without prior notice.
Contractor represents that Contractor has read, understood and agreed to the terms and conditions included in this Agreement as well as in the “How CSOFT Works and Payment Policy”.