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TERMS OF ENGAGEMENT FOR LINGUISTS

THIS AGREEMENT commences on the date you, the linguist, tick the box to agree that you will adhere to the below contract terms and conditions when submitting your application.

Parties

(1) TRANSLIVE GLOBAL LIMITED incorporated and registered in England and Wales with company number 08544908 whose registered office is at Chapel House, Bentley Square, Oulton, Leeds, LS26 8JH ("Translive").

(2) You (the "Linguist").

Agreed terms

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply to this agreement.

Assignment: the Services to be carried out by the Linguist for the Client, as more particularly described in clause 3 and in the Order.

AWR 2010: the Agency Workers Regulations 2010 (SI 2010/93).

Business Day: a day other than a Saturday, Sunday or public holiday when banks in London are open for business.

Client: the person, firm, partnership, company or Group company (as the case may be) to whom the Linguist is Introduced or supplied.

Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Business Regulations 2003 (SI 2003/3319).

Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client, Translive for the time being confidential to the Client, Translive and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or Translive or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts, and including (but not limited to) information that the Linguist creates, develops, receives or obtains in connection with the Assignment, whether or not such information (if in anything other than oral form) is marked confidential.

Demand: any action, award, claim or other legal recourse, complaint, cost, debt, demand, expense, fine, liability, loss, outgoing, penalty or proceeding.

Group: in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

Introduce: the provision to the Client of information by Translive by way of a curriculum vitae or in such format as the Client may from time to time require which identifies the Linguist and Introduction and Introduced shall be construed accordingly.

Order: the Client’s order for translation, transcription or interpreting services.

Rate of Pay: the rate of pay that will be paid to the Linguist as agreed in respect of each Assignment.

Required Assignment Information: shall have the meaning set out at clause 3.3.

Linguist: a self-employed linguist Introduced and supplied by Translive to the Client to provide the Services to the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.

Services: the services carried out by the Linguist, including as transcriber, translator and interpreter, for the Client in the course of an Assignment.

Temporary Work Agency: shall have the meaning set out in regulation 4(1) of the AWR 2010.

WTR 1998: the Working Time Regulations 1998 (SI 1988/1833).

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes fax and e-mail.

2. THE AGREEMENT

2.1 These terms set out the entire agreement between Translive and the Linguist for the supply of services to the Client and shall govern all Assignments undertaken by the Linguist (including, for the avoidance of doubt, where the Linguist undertakes an Assignment without having signed these terms). No contract shall exist between Translive and the Linguist between Assignments.

2.2 For the avoidance of doubt, this agreement constitutes a contract for services and not a contract of employment between Translive and the Linguist or the Linguist and the Client.

2.3 For the purposes of the Conduct Regulations 2003, Translive acts as an Employment Business in relation to the Introduction and supply of the Linguist to the Client.

3. ASSIGNMENTS

3.1 Translive will endeavour to obtain suitable Assignments for the Linguist to perform. Translive is not obliged to offer an Assignment to the Linguist and the Linguist shall not be obliged to accept any Assignment offered by Translive.

3.2 The Linguist acknowledges that the nature of temporary work means that there may be periods when no suitable work is available. The Linguist agrees that suitability of an Assignment shall be determined solely by Translive and that Translive shall incur no liability to the Linguist should it fail to offer Assignments of the type of work specified in the Order or any other work.

3.3 Except as provided below, at the same time as an Assignment is offered to the Linguist, Translive shall provide the Linguist with the following information (the "Required Assignment Information"):

3.3.1 the username of the Client, and if applicable the nature of its business;

3.3.2 the date the Assignment is to commence and the duration or likely duration of the Assignment;

3.3.3 the Services required

3.3.4 the Rate of Pay;

3.3.5 the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or a professional body for the Linguist to possess in order to carry out the Assignment.

3.4 Where the Required Assignment Information is not given in paper form or by electronic means, Translive shall confirm it in writing or electronically as soon as possible and in any event no later than the end of the third Business Day following the day on which the Assignment was offered to the Linguist.

4. LINGUIST'S OBLIGATIONS

4.1 The Linguist is not obliged to accept any Assignment offered by Translive. If the Linguist does accept an Assignment, the Linguist shall:

4.1.1 co-operate with the Client's reasonable instructions and accept the direction, supervision and control of any responsible person in the Client's organisation;

4.1.2 carry out the Assignment using reasonable care and skill;

4.1.3 use reasonable endeavours to complete the Assignment in the allotted timeframe;

4.1.4 observe any relevant rules and regulations of the Client's organisation of which the Linguist has been informed or of which the Linguist should be reasonably aware;

4.1.5 co-operate with Translive in the completion and renewal of all mandatory checks;

4.1.6 not engage in any conduct detrimental to the interests of Translive or the Client; and

4.1.7 comply with all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of the Assignment and applicable to the Client's business, including without limitation, any equal opportunities or non-harassment policies.

4.2 If the Linguist is unable for any reason to carry out an Assignment, they shall inform Translive as soon as reasonably possible to enable alternative arrangements to be made.

4.3 If, either before or during the course of an Assignment, the Linguist becomes aware of any reason why they may not be suitable for an Assignment, they shall notify Translive without delay.

4.4 When utilising the interpretation facility, The Linguists agrees to have a fully functional and working broadband connection with at least a 200kbps bandwidth, a microphone and sufficient speakers.

5. REMUNERATION

5.1 Translive shall pay the Rate of Pay to the Linguist. On the last working day of each month the Linguist shall submit to Translive an invoice which gives details of the Assignments the Linguist has completed during the month, the applicable Rate of Pay for each Assignment, the Services provided and the total amount payable for that month.

5.2 The Linguist is not entitled to receive payment from Translive or the Client for time not spent working on the Assignments, whether in respect of holidays, illness or absence for any other reason.

6. TERMINATION

6.1 Translive, the Client or the Linguist may terminate the Assignment at any time without prior notice or liability.

6.2 The Linguist acknowledges that the continuation of an Assignment is subject to and dependent on the continuation of the agreement entered into between Translive and the Client. If that agreement is terminated for any reason, the Assignment shall cease with immediate effect without liability to the Linguist, except for payment for work done up to the date of termination of the Assignment.

6.3 Unless exceptional circumstances apply, the Linguist's failure to inform the Client or Translive of their inability to carry out an Assignment as required by clause 4.3 will be treated as termination of the Assignment by the Linguist.

7. INTELLECTUAL PROPERTY RIGHTS

The Linguist acknowledges that all Intellectual Property Rights in any documents provided by the Client for the provision of the Services shall belong to the Client. Accordingly, the Linguist shall execute all such documents and do all such acts as the Client or Translive shall from time to time require in order to give effect to the Client's rights pursuant to this clause.

8. CONFIDENTIALITY

8.1 In order to protect the confidentiality and trade secrets of Translive and the Client, the Linguist agrees not at any time:

8.1.1 whether during or after an Assignment (unless expressly so authorised by the Client or Translive as a necessary part of the performance of their duties), to disclose to any person or to make use of any of the trade secrets or the Confidential Information of the Client or Translive; or

8.1.2 to make any copy, abstract or summary of the whole or any part of any document or other material belonging to the Client or Translive except when required to do so in the course of the Linguist's duties under an Assignment, in which circumstances such copy abstract or summary would belong to the Client or Translive, as appropriate.

8.2 The restriction in clause 8.1 does not apply to:

8.2.1 any use or disclosure authorised by the Client or Translive or as required by law a court of competent jurisdiction or any governmental or regulatory authority;

8.2.2 any information which is already in, or comes into, the public domain otherwise than through the Linguist's unauthorised disclosure; or

8.2.3 the making of a protected disclosure within the meaning of section 43A of the Employment Rights Act 1996.

8.3 At the end of each Assignment or on request the Linguist agrees to deliver up to the Client or Translive (as directed) all documents (including copies), equipment, passwords, pass codes and other materials belonging to the Client which are in its possession, including any data produced, maintained or stored on the Client's computer systems or other electronic equipment.

9. DATA PROTECTION

9.1 The Linguist consents to Translive and the Client and any other intermediary involved in supplying the Services of the Linguist to the Client holding and processing data relating to them for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" as defined in the Data Protection Act 1998 relating to them including, as appropriate:

9.1.1 information about their physical or mental health or condition to monitor sick leave and take decisions as to their fitness for work;

9.1.2 their racial or ethnic origin or religious or similar beliefs to monitor compliance with equal opportunities legislation; and

9.1.3 information relating to any criminal proceedings in which they have been involved for insurance purposes and to comply with legal requirements and obligations to third parties.

9.2 The Linguist consents to Translive and the Client or any intermediary involved in supplying the Linguist's Services to the Client making such information available to the Client, other Group companies, those who provide products or services to Translive (such as advisers), regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of Translive or other Group companies or any part of its business.

9.3 The Linguist consents to the transfer of such information outside the European Economic Area for purposes connected with the performance of this agreement.

10. WARRANTIES AND INDEMNITIES

10.1 The Linguist warrants that:

10.1.1 the information supplied to Translive in any application documents is correct;

10.1.2 the Linguist has the experience, training, qualifications and any authorisation which the Client considers are necessary or which are required by law or by any professional body for the Linguist to possess in order to perform the Assignment;

10.1.3 the Linguist is not prevented by any other agreement, arrangement, restriction (including, without limitation, a restriction in favour of any employment agency, employment business or client) or any other reason, from fulfilling the Linguist's obligations under this agreement; and

10.2 The Linguist shall indemnify and keep indemnified Translive and the Client against all Demands (including legal and other professional fees and expenses) which Translive or the Client may suffer, sustain, incur, pay or be put to arising from or in connection with:

10.2.1 any failure by the Linguist to comply with its obligations under this agreement;

10.2.2 any negligent or fraudulent act or omission by the Linguist;

10.2.3 the disclosure by the Linguist of any Confidential Information;

10.2.4 any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the Assignments, where the recovery is not prohibited by law. The Linguist shall further indemnify Translive against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Translive in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;

10.2.5 any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Linguist in connection with the Assignments; or

10.2.6 the infringement by the Linguist of the Client's or any Group Company's Intellectual Property Rights.

10.3 Translive may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Linguist.

11. NO PARTNERSHIP OR AGENCY

11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

11.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12. ENTIRE AGREEMENT

12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

12.4 Nothing in this clause shall limit or exclude any liability for fraud.

13. THIRD PARTY RIGHTS

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

14. NOTICES

14.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

14.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

14.1.2 sent by fax to its main fax number.

14.2 Any notice or communication shall be deemed to have been received:

14.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

14.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

14.2.3 if sent by fax, at 9.00 am on the next Business Day after transmission.

14.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. SEVERANCE

15.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

15.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

17. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

This agreement has been entered into on the date the linguist submits their application and ticks the 'I accept to terms and conditions'. By ticking this box, the linguist is electronically signing this contract. The date of commencement will be shown on the linguist's dashboard at transliveglobal.com.

Last updated: February 2014.

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