Supplier General Terms & Conditions — Information for Freelance Translators, Proofreaders and other Service Providers

Expectations in relation to interaction, approach, quality and timelines

FluentWork is the freelance supplier area at PureFluent. Please read the general Terms and Conditions plus the specific sections for all the services you provide.

0. All Service Providers

A. Orders

Confidentiality

All texts —both the originals and translations— are confidential and their contents may not be divulged under any circumstances. All team members will be expected to agree to and be subject to the terms of our standard NDA (Non-Disclosure Agreement) as part of the process of working with us and we shall enforce the terms of this as and when required.

Checking Texts and Files

You must check that you have received all of the documents for each order and compare the number of words or hours with the figure which appears in the order message. If you notice any discrepancies, please let us know.

Confirmation

Please confirm as quickly as possible that you have checked the original text and files and that you can do the requested job within the given timeframe.

Delivery Times

Punctual delivery is extremely important. Once you have translated, proofread or otherwise processed and thoroughly checked each file, please send it to us as soon as possible. In all cases, the deadline will be that shown in the order message and must be adhered to (unless due to unforseeable problems) once you have accepted it.

Sending Your Files

Memsource: After completing a project in Memsource, please go back to the project page in Fluentwork, add any comment you may have and then click on SEND to release the project to the next stage.

All other file formats: Please send us your finished texts from each Fluentwork details page. Browse to locate your document (or documents saved into a single compressed file), add any comments you may have and then upload. Remember to close all files before you try to upload them.

Receipts

You will be sent a receipt for each job shortly after the delivery deadline. You will also be able to see a running summary of these receipts on your FluentWork page.

Security Copies

Non-Memsource projects: For security reasons, you should keep a copy of your completed project in the applicable file format used to complete the project for three months unless requested otherwise.

B. Remuneration

Invoices

On the first day of each month you will be asked to go to FluentWork to check your invoice for PureFluent for the previous month and provide us with your invoice number. At this time you will be asked to confirm your payment details. It is important to follow the instructions carefully so that we can pay you on time. You should not send us invoices either by post or by e-mail.

All suppliers who can use our PayMeNow feature can generate their invoice and ask for immediate payment at any moment for all projects in the “Ready to be Invoiced” section of FluentWork. For more details, see Payment section below.

Payment

We pay on the first working day of the month following the creation of your invoice with either PayPal or bank transfer. If you have any questions about invoicing or payments, please write to accounts@purefluent.com.

All suppliers who can use our PayMeNow feature can generate their invoice and ask for immediate payment at any moment for all projects in the “Ready to be Invoiced” section of FluentWork. PayMeNow is available for all suppliers chosing bank transfer as their payment method and:

• Have a bank account inside the SEPA zone.
• Have a bank account in a country supported by TransferWise.

How does PayMeNow work?

If you are inside SEPA, you can complete the payment process inside your FluentWork account.

If you are outside SEPA, TransferWise will send you an email asking you to confirm your bank details in order to complete the conversion to your currency and make the payment.

We are using TransferWise as our payment partner and you can see which countries are available here: Supported Countries. There are also some restrictions on which currencies we can send to bank accounts in specific countries. We can only send Euros to SEPA countries; and we can only send US$ to US bank accounts.

C. Your Data

Personal and Professional Data

Please make sure that the data included in FluentWork is correct and up-to-date.

Availability

Please let us know in advance, by using the calendar on your FluentWork page, if you are not going to be available for work for a period of time.

Subcontracting

We reserve the right to reduce or withhold payment for an assignment should we find out that a translator registered as a freelancer and not as a company has subcontracted the translation we assigned to him or her. Furthermore, we will remove this service provider from our database with immediate effect.

D. Further information

Please read the manual available and accept our Terms and Conditions or get in touch with your Project Manager if you have any specific queries which are not covered in the manual.

1. Translators

A. Orders

Texts/Specialities

We only send each translator the texts which we believe fit his/her profile. However, if on any occasion this should not be the case, it is important that you let us know as soon as possible so that we can send the job to another translator.

Styles

All translations should perfectly express the ideas in the original text and use an appropriate style in the target language for each type of text. Under no circumstances will a literal translation be acceptable. If the nature of the text means you think it will be hard to complete the stylistic requirements in the destination language, either because of time or your level of skills and experience, please contact us as quickly as possible to discuss what other options are available.

Wordcounts

In Memsource files, the translator's wordcount is calculated as 100% of the original wordcount for all matches below 75%, 60% of fuzzy matches (from 95% to 75% matches) and 0% of exact matches (from 100% to 95%). The translator is not expected to check matches of 95% or higher. The proofreader's wordcount is calculated as 100% of matches below 75%, 80% of fuzzy matches (from 95 to 75% matches) and 50% of exact matches (from 100 to 95%). The proofreader is expected to check all segments within the document, including exact and fuzzy matches. For all other file types, the wordcount is 100% of the original wordcount using Microsoft Word style wordcounting.

Queries or Problems with the Text

Please send your Project Manager any project related queries via our Query system (green folder on the top right of the project’s page in Fluentwork) as quickly as possible. We and our clients are very keen to be involved in a collaborative process and would rather spend time answering appropriate questions than have the teams guess.

Completing the Translation

The whole of each document should always be translated unless otherwise indicated. No terms or sentences should be left untranslated unless as part of accepted practice (e.g. company names) or because of instructions from the client or Project Manager. The client should not be left to choose between two or more alternative translations in a completed document. In these instances the options should be made known to the project team in advance who can contact the client to discuss which would be more appropriate.

Machine Translation

The use of Machine Translation tools is forbidden under any circumstances. The proven use of any of such tools will result in non-payment and immediate removal from our database.

Proofreading

Whilst we check all of the projects prior to delivery with a qualified proof reader, we do expect you to send them to us without any problems of accuracy, expression, spelling or any other kind. If there are numerous errors and major correction work is required we reserve the right to reduce or withhold payment for the translation. Likewise, if we deem that the translation is of too poor quality for one proofreader to amend we will send it out to a second proof reader and that cost will be removed from the payment to the original translation team.

Badly Written Texts

Unfortunately we sometimes have to translate poorly written texts. Without changing the essence of the texts, we have to try to make the final text read as well as possible and ensure that it is correct. If you receive a very badly written text, or one which may even be a bad translation from another language, please let us know. It is possible that the text should not be translated: under these conditions as it may be very difficult to produce a satisfactory translation.

Complexity

If a text turns out to be more complex than originally thought, please contact us. In these instances we can discuss additional time which may be required to complete the project to a satisfactory level.

2. Proofreaders

A. Orders

Texts/Specialities

We only send each proofreader the texts which we believe fit his/her profile. However, if on any occasion this should not be the case, it is important that you let us know as soon as possible so that we can send the job to another proofreader.

Styles

All translations should perfectly express the ideas in the original text and use an appropriate style in the target language for each type of text. Under no circumstances will a literal translation be acceptable. If the nature of the text means you think it will be hard to complete the stylistic requirements in the destination language, either because of time or your level of skills and experience, please contact us as quickly as possible to discuss what other options are available.

Wordcounts

In Memsource files, the proofreader's wordcount is calculated as 100% of matches below 75%, 80% of fuzzy matches (from 95% to 75% matches) and 50% of exact matches (from 100% to 95%). The proofreader is expected to check all segments within the document, including exact and fuzzy matches. Since the translator is not expected to check matches of 95% or higher, please make sure you are not rating him or her down for mistakes found in those matches. For all other file types, the wordcount is 100% of the original wordcount using Microsoft Word style wordcounting.

Queries or Problems with the Text

Please send your Project Manager any project related queries via our Query system (green folder on the top right of the project’s page in Fluentwork) as quickly as possible. We and our clients are very keen to be involved in a collaborative process and would rather spend time answering appropriate questions than have the teams guess.

Files for Proofreading

The whole of each document should always be translated unless otherwise indicated. No terms or sentences should be left untranslated unless as part of accepted practice (e.g. company names) or because of instructions from the client or Project Manager. The client should not be left to choose between two or more alternative translations in a completed document. In these instances the options should be made known to the project team who can contact the client to discuss which would be more appropriate.

Proofreading

If we deem that the translation is of too poor quality for one proofreader to amend we will send it out to a second proof reader and that cost will be removed from the payment to the original translation team. The proofreader should contact the project manager as soon as possible if he finds that the translation is of poor quality so we organize a second proofreader in advance and/or arrange more time for the proofreader. Also, if a revision turns out to be more complex than originally thought please contact us. In these instances we can discuss additional time which may be required to complete the project to a satisfactory level. Never upload any documents with outstanding queries, unless otherwise arranged with your Project Manager.

Badly Written Texts

If you receive a translation of a very badly written original text, please pay special attention. We will have agreed with the translator that it can be translated but you could still need to double-check and we certainly need to inform our customer.

Non-Disclosure Agreement — Freelance Supplier Arrangements

THIS AGREEMENT (the "Agreement") is made between:

PureFluent Limited
Registered office: Holden House, 4th Floor, 57 Rathbone Place, London, W1T 1JU
("PureFluent")

and

The Supplier
Address: As per the user details within Fluentwork, the supplier portal for those wishing to work with PureFluent.
(the "supplier")

The Company and PureFluent are hereinafter referred to individually as a "Party" and collectively as the "Parties".

WHEREAS:

1. The supplier wishes to become a supplier to PureFluent, which will involve gaining access to material from PureFluent or PureFluent clients of a sensitive and confidential nature;

2. This material may be in the shape of digital, hard copy or verbal instructions.

NOW IT IS AGREED

By ticking this electronic version you are deemed to have agreed to the terms of this NDA. If you do not wish to agree to these terms please tick no and you will not be allowed to register as a supplier. If at any future date please de-register and you will be deemed to have left the approved supplier list of PureFluent and will be offered no future projects.

1. Definitions

"Business Relationship" means the provision of a service (which may be a translation, proof reading, copy writing, design and or other related activities) by the supplier for PureFluent and by default PureFluent end clients.

"Confidential Information" means any information that is disclosed by the Disclosing Party (either itself or through a third party) to the Receiving Party and relating to itself or its Group, whether disclosed orally, electronically or in any other way whatsoever. Confidential information includes, but is not limited to, information about the Disclosing Party's operations, processes, plans, products, technology, intellectual property, markets, clients, suppliers, partners or finances but excludes information that:

1. is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed to the Disclosing Party;

2. became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party;

3. became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party.

"Disclosing Party" means a party to this Agreement that discloses Confidential Information.

"Group" means in respect of either Party, that Party and each of its holding companies and subsidiaries and each subsidiary of each of its holding companies (each such term having the meaning given in the Companies Act of England and Wales).

"Receiving Party" means the Party to this Agreement that receives Confidential Information.

2. Obligations Regarding Confidential Information

In consideration of the mutual promises and covenants contained in this Agreement and the mutual disclosure of Confidential Information to each other, the Parties hereto agree as follows:

1. Receiving Party shall:

1. Refrain from disclosing any Confidential Information of the Disclosing Party to third parties, except as expressly provided in Sections 2b and 2c of this Agreement.

2. Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep secret and confidential the Confidential Information of the Disclosing Party.

3. Refrain from disclosing, reproducing, summarising or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's Business Relationship with Disclosing Party, and only as otherwise provided hereunder. Receiving Party agrees to segregate all such Confidential Information from the confidential information of others in order to prevent commingling.

4. Not use nor permit the use of Confidential Information of the Disclosing Party from any other purpose other than in connection with the Business Relationship between the Disclosing Party and the Receiving Party.

2. Receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided Receiving Party either;

1. gives Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, or

2. obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

3. Receiving Party may disclose the Information to third parties who need to be involved in the project with written permission to do so from PureFluent.

4. Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information, or any other breach of this Agreement by Receiving Party, its employees or consultants, and will co-operate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorised use or disclosure.

5. Receiving Party shall, at Disclosing Party’s request, return all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party as Confidential Information, or at Disclosing Party's option, certify destruction of the same.

3. Miscellaneous

1. All Confidential Information is and shall remain the property of Disclosing Party. By disclosing information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under Disclosing Party patents, copyrights, trademarks, or trade secret information.

2. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, the Receiving Party, its agents, or employees, but only by an instrument in writing signed by an authorised employee of Disclosing Party and the Receiving Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

3. This Agreement shall be construed and controlled by the common laws of the United Kingdom and shall be subject to the non-exclusive jurisdiction of the courts of the UK.

4. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

5. This Agreement shall survive change or termination of the parties' business relationship and will inure to the benefit of or be binding upon the parties, their successors and lawful assigns; provided, however, that neither party may assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise), in whole or in part, without the prior written approval of the other party.

6. All notices that are required to be given under this Agreement shall be in writing and sent to the address of the recipient set out in this Agreement.

7. The agreement shall be deemed to have been accepted by the supplier as the basis for the working agreement.