Translator Agreement

Last updated on February 10, 2017.

This Agreement is made between you (“You”) and Gengo, Inc. (“Gengo” or “We” or “Us”). Gengo offers a service that connects independent translators (like You) with customers that want to have their content and materials translated into certain languages (the “Service”).

By using the Service, You agree to this Translator Agreement, the Gengo Translator NDA, and the Gengo Terms of Service. 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 Gengo customers (“Customers”).

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.

1. You agree to the Gengo Translator NDA

You agree to the Gengo Translator NDA, which is incorporated herein by reference. The NDA requires that, among other things:

  • You may not copy, share, or distribute a Customer’s source content, guidelines, instructions, glossaries, or other materials provided by a Customer (“Client Materials”) or a Customer’s information.
  • You must treat all Client Materials and Customer information as confidential information.
  • You may not use any Client Materials, or mention or discuss Customer content or information, outside of direct communication with the Customer within the Gengo comment system or with a Gengo staff member. For example, You may not discuss or share the content or Customer of any jobs You work on, with other translators, Customers, family members, friends, or colleagues (e.g. Twitter, Facebook, Your blog) even if the Customer is publicly known to be a Customer of Gengo.

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.

2. You agree to provide quality translations

Your translated work must comply with the Gengo Quality Policy and meet the Quality Levels and any other instructions or requirements applicable to each job. You agree to perform the work in a professional manner and to perform the work yourself. The submission of any form of machine translations that do not meet Gengo’s quality standards may lead to immediate termination of the job and/or this Agreement without notice to You.

3. You agree to use careful judgment and work in the best interest of Gengo

a) Flag jobs that have problems It is possible for Customer error or technical issues to occur on any job processed by the Gengo system. If You notice problems with a job, especially available ones, be proactive and help the community. Flag the job using the “Flag problems with this job” form in a job’s comments section, and if necessary, post a support ticket immediately. Possible “problems” in a job include:

  • The wrong language pair was ordered
  • The source content is unsuitable according to the Gengo Quality Policy
  • The word-count is wrong
  • Any suspicious or special requests from a Customer in the comments section

b) Do not add translation to comments Do NOT post Your translation in the comments section of a job. A Customer could use the translation from the comments section and reject Your job, meaning You would not get paid for the work You have done.

c) Respond quickly and professionally to Customers and Gengo Carefully read the comments and queries from Customers and answer them promptly, clearly, and in a professional manner. Do not use abusive or profane language. Do not give excuses or personal background information to Customers. Try to resolve disputes professionally, and efficiently. You are expected to be responsive to alerts from Gengo and Customers, 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.

d) Do not lock off jobs You must only accept jobs that You can work on straight away. Customers 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 jobs expire
  • Declining a job after considerable time has passed
  • Submitting incomplete translations, and editing them later

e) Meet deadlines When considering a job, make sure You have the time, knowledge and skills to complete it by the stated deadline. Do 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.

4. Gengo will help You perform Your job in the following ways:

a) Customer/Translator disputes Gengo will review Customer/Translator disputes in a fair and reasonable manner. In particular, all rejected translations will be examined by Gengo support staff, taking into account:

  • Quality of translation
  • Customer’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
  • Customer feedback and reason for rejection

b) Promptly respond to support tickets We try to respond to urgent job/bug related tickets as soon as possible, usually within a few hours. These urgent messages will be prioritized over general inquiries.

c) Remind Customers of their responsibilities and restrictions Gengo will warn Customers who repeatedly waste translator time, reject translations unnecessarily or make unreasonable requests. Gengo may remove (in its discretion) Customers who repeatedly abuse the Services.

5. Compensation and time commitment

You will be informed of the compensation rate on the Job Details Page before starting a job. You agree that Gengo can withhold or reduce or offset Your accrued compensation 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 flagged it for problems under Section 3;
  • We terminate You under Section 11; or
  • You do not otherwise comply with this Agreement

6. You agree to be paid by Gengo supported payment providers

You agree that any final compensation balance You accrue by working on jobs will be made via Gengo supported payment providers (“Payment Providers”) in US dollars. Payment Providers are listed on the Gengo support page. Gengo will not make wire transfers or use another method of payment. Gengo will not process payments to You without a request from You. You must, at all times, have a functioning account with the Payment Provider to receive funds from Gengo. Gengo will pay Translators on the 10th and 25th of each month (“Payment Dates”) as long as we receive a payment request before the cut-off time. The cut-off time for the 10th is 5:00pm JST on the 3rd of that month. The cut-off time for the 25th is 5:00pm JST on the 18th of that month. Gengo is not responsible for payment delays caused by a Payment Provider’s services.

7. You agree to sign US tax and regulatory documentation

Payments will be made from Gengo, Inc. our U.S. parent corporation. Currently, under U.S. federal tax law, Gengo is required to request certain taxpayer information from translators who receive funds from Gengo (whether such persons are U.S. taxpayers or not). We may request additional information from You in the future if required under U.S. law. All information collected will be used solely to fulfill Gengo’s requirements under U.S. law and will not be used for any other purpose.

8. You agree that Gengo owns the translated works

You agree that, as between You and Gengo, Gengo solely owns all right, title, and interest in any material You provide to Gengo, including but not limited to all Client Materials, translated works, localizations for Gengo.com, translations for email notifications and web orders, solely or in collaboration with others, or in connection with Your dealings with Gengo.

9. You are an independent contractor

You are an independent contractor of Gengo. Nothing in this Agreement shall in any way be construed to classify You as an agent, employee or representative of Gengo. You are not authorized to bind Gengo to any liability or obligation or to represent that You have such authority. You agree to furnish (or reimburse Gengo 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 company-sponsored benefits from Gengo where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and retirement or pension participation. If You are reclassified by a state or federal agency or court as Gengo’s employee, You will become a reclassified employee and will receive no benefits from Gengo, except those mandated by state or federal law, even if by the terms of the Gengo’s benefit plans or programs in effect at the time of such reclassification, You would otherwise be eligible for such benefits.

10. You agree to indemnify Gengo

You agree to indemnify and hold harmless Gengo 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 Gengo Translator NDA, (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 Gengo’s use of any of Your deliverables under this Agreement.

11. Term, Termination, Loss of Compensation

Your relationship with Gengo begins on the date on which You accept and agree to this Agreement, and continues until You or Gengo terminates it by giving notice. Gengo may terminate this Agreement immediately upon notice to You, if You:

  • Violate this Agreement, or violate the spirit of this Agreement
  • Violate the Gengo Translator NDA
  • Cheat, attempt to cheat, or help others to cheat on Gengo tests
  • Provide Your contact information to Customers or attempt to contact Customers outside of the Gengo platform
  • Fail to follow instructions given to You by a Gengo Staff Member, Reviewer, or Language Specialist
  • Fail to communicate in a professional and courteous manner with Customers, other Translators, or Gengo staff
  • Use automated tools or means to accept jobs
  • Behave in a manner that disrupts our Service or systems
  • Create multiple Gengo accounts for any reason

Gengo may also, in its sole discretion, remove one or more levels of Your qualification, permanently or temporarily withhold compensation (including for jobs in progress), or terminate any of Your pending jobs.

12. General

This Agreement is governed by the laws of the State of California, USA. Any claims or disputes shall be resolved in the state or federal courts located in San Mateo County, California, USA.

Gengo may modify this Agreement at any time. You should look at the terms regularly. If You do not agree to the modified terms for the Platform, You should discontinue Your use of that Service.

This Agreement controls the relationship between Gengo and You. It does not create any third party beneficiary rights.

If You do not comply with this Agreement, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, this will not affect any other terms.

You may not assign, transfer, or delegate any portion of this Agreement without Gengo’s prior written consent. Gengo 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 Gengo’s consent will be null and void.