SUBCONTRACTOR AGREEMENT

Thank you for your interest in joining our team of linguists. We have successfully received your form.
One last step - please read and sign the subcontractor agreement below. We look forward to working with you on exciting projects!

This Subcontractor Agreement (herein referred to as “Agreement”) is made between ZEALingua (herein referred to as “We,” “Us,” or “ZEALingua”) and you, an independent linguist (herein referred to as “You, “Your”), collectively referred to as “Parties.”

You agree to perform professional linguistic services as an independent subcontranctor for ZEALingua under the following terms and conditions:

1. Scope of Work. ZEALingua may from time to time request that you undertake and complete linguistic projects that would match your skills and area of expertise. This will include translation, transcription, editing, interpreting, or other professional services (herein referred to as “Work”). You agree to personally perform the assigned Work without delegating any part thereof to any other company or individual unless otherwise agreed in writing with Zealingua prior to project inception and the delegated party has submitted their resume and credentials for approval to Zealingua.

2. Beginning of Work. You will begin the Work once the Parties have agreed on the terms and conditions for the completion of the Work and you receive authorization from Zealingua. You understand that you will not be eligible for compensation for any services rendered without proper authorization.

3. Performance Duties and Quality Procedures. You agree to produce Work that meets the professional standards of our industry and ZEALingua. You will be responsible for the quality of any Work you accept and submit to ZEALingua. We request that you check your work thoroughly before delivering it to us. If during the process of completing an assignment, you encounter ambiguities (such as in the context, terms, and definitions) that require immediate attention, you agree to contact us within a reasonable timeframe so that we can communicate these ambiguities to clients and ask them to resolve them for you. You agree not to communicate directly with ZEALingua clients unless we approve of it in certain cases where direct communication may be necessary. You further agree to immediately inform us of inability to comply with any quality procedures set forth in this provision, so that we can reassign the Work in a timely manner. ZEALingua will review your Work submissions for any errors before delivering them to clients. If ZEALingua identifies any errors upon the review within a reasonable period of time, we agree to contact you, and you agree to correct these errors at no additional cost.

4. Deadlines and Delivery. At ZEALingua, we take client deadlines seriously. You agree to deliver all services within the designated time frame agreed upon prior to the beginning of Work. You further agree to immediately inform us of any potential delays in delivery so that we can adjust deadlines or reassign Work. If you fail to complete the Work by the deadline specified by ZEALingua or fail to complete any specified portion of Work by the deadline, ZEALingua may withhold all payments payable under the Agreement until you comply with all performance and delivery requirements related to that Work.

5. Credentials. In order for us to evaluate your credentials for the purpose of entering into this Agreement with ZEALingua, upon our request, you agree to provide references and other necessary documentation, including but not limited to resumes and professional certifications. You hereby warrant and represent that any references and documents provided to us by you will be true, accurate, and not misleading. ZEALingua reserves the right to terminate this Agreement, at any time, upon finding that you intentionally and willfully provided false or misleading information in your credentials.

6. Relationship of Parties. It is agreed and understood between the parties that your relationship to ZEALingua is that of subcontractor and nothing in this Agreement is intended, or should be construed, to create a partnership, agency, joint venture or employment relationship. As a subcontractor, you are responsible and liable for payment of all taxes and insurance requirements under existing law, including but not limited to income tax, unemployment insurance, FICA (Social Security), or any other payment normally associated with an employee relationship. As a subcontractor, you are not covered by any workers’ compensation insurance provided by ZEALingua to its direct employees and waive any such coverage as a condition of signing this Agreement. You agree and understands that you are not eligible for unemployment benefits by virtue of Subcontractor relationship with ZEALingua.

7. Compensation and Payment Terms. You shall submit a separate invoice to Zealingua for each Work performed, within ten (10) days of completing your Work. The invoice must include Subcontractor’s name, business name (if applicable), address, invoice number, purchase order number as assigned by ZEALingua, along with description of services, total due, and preferred payment method (see below). Invoices shall be sent as a separate attachment. Failure to send invoices on time could lead to payment processing delay of up to 90 days. As compensation for your Work, ZEALingua shall pay you the fees agreed to in writing in the purchase Order within 30 days of invoice receipt. Any exceptions to this policy will be discussed and agreed to by ZEALingua and you before the start of any Work. Payment will be made in US dollars. ZEALingua will normally provide payment via Direct Pay (to US banks only), Zelle (to US banks only), PayPal (for US and overseas vendors), or Wise (for US and overseas vendors) and you will specify your preferred payment method in the invoice. If you request payment via PayPal, then any and all applicable fees for payment via PayPal incurred by ZEALingua will be deducted from amounts due to you.

8. Confidentiality and Non-Disclosure. You agree to maintain the confidentiality of ZEALingua’s customers, their confidential information and trade secrets during the completion of the Work and beyond. Confidential information includes, but is not limited to the following: All documents provided for translation/interpretation; all client information; contract arrangements; business process; pricing information; fee schedule; financial information; projects and proposals; information defined as confidential by law. You agree to maintain all business related information confidential, including but not limited to:

  • Protecting the confidentiality of all customer-specific information and knowledge including that in paper or electronic copy, or obtained orally in the course of assignment through ZEALingua.
  • Restricting the use of such information and knowledge solely for the purpose of linguistic services to be rendered. 
  • Not imparting the acquired information or knowledge, directly or indirectly, to any other person or business, including any competitor, during the course of assignment or at any time thereafter. 

It is further agreed that you may not contact ZEALingua customers directly in any manner during the course of assignment or at any time thereafter. You agree to comply with all confidentiality policies set forth in this Agreement. Should you violate any of these policies, you shall be subject to termination of the Agreement with ZEALingua and to legal action.

9. Right of Privacy. We safeguard your privacy at ZEALingua. We will never disclose your full name and/or contacts on our website or in our newsletters and marketing materials. Should there be need to share your first name (no full name and contacts) and certain qualifications on our website or in our newsletters and marketing materials, you will be notified and asked for permission first. However, we reserve the right to forward your qualifications to the client if they want to see your credentials and expertise before hiring us. In this case, your full name and your contacts will not be shared with the client.

10. Non-Solicitation and Non-Circumvention. During this Agreement, and for a period of three (3) years immediately following this Agreement's termination, you shall not directly or indirectly solicit work from any individual or company of whom you became aware through your work with ZEALingua, unless you had a prior business relationship with this company. You also agree not to accept work from any client who, having obtained your name and/or contact information through a previous ZEALingua assignment (such as interpretation), solicits your services directly. ZEALingua shall have the right to enforce the terms of this provision in any appropriate court of law or equity. You agree to reimburse ZEALingua for all costs and expenses incurred in enforcing this provision including all attorneys’ fees, court costs and related expenses.

11. Client Fees. You agree not to discuss or negotiate any fees or payments directly with any of Zealingua’s client whose Work you are assigned to perform. At any time you are engaged by us, during which you may have contact with our client, you will represent yourself only as a representative of ZEALingua. 

12.  Indemnification. You agree to indemnify and hold harmless ZEALingua, its officers, agents, employees, and clients from and against all claims, losses, damages, liabilities and expenses, including attorney's fees, arising out of or based upon your conduct, acts or omissions.

13. Term of Agreement: The first term of this Agreement is for a period of two (2) years from the date it is signed. This agreement will automatically renew at the end of the term for subsequent one-year periods unless otherwise terminated by either party upon thirty days written notice. Following any termination of this Agreement, all assignments fully completed prior to termination shall be invoiced and paid pursuant to the terms of the assignment.

14. Non-Exclusivity. This Agreement is non-exclusive and ZEALingua may enter into similar agreements with other parties.

15. Choice of Law. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles and irrespective of the places of execution or performance.

16. Dispute Resolution. All disputes shall be brought within the territorial jurisdiction of the State of California. In the event of a dispute between the parties under or in connection with this Agreement, such dispute shall be submitted to arbitration in California for resolution, whose decision will be final and conclusive on both parties.

17. Modification or Amendment: No amendment, change, or modification of this Agreement is valid unless in writing and signed by both Parties.


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