Subcontractor Terms and Conditions

WOLFESTONE HOLDINGS SUBCONTRACTORS

GENERAL TERMS & CONDITIONS

The following terms & conditions apply as relevant to the subcontractor’s role as translator, proof-reader, interpreter, voiceover artist, studio engineer or any other service. Wolfestone Group includes all other trading names or brands that Wolfestone operates under including Wolfestone Translation Ltd, VoiceBox Multimedia Ltd, Wolfestone Group LLC, Wolfestone Deutschland GmbH, City Lingual and RLI Ltd.

The subcontractor operates as an independent contractor providing one or more of (but not limited to) the following services, or any other language related service, or any other service for which the subcontractor has been retained:

i. Translation and localisation;
ii. Voiceover and other recorded work;
iii. Desktop Publishing (DTP) or any other document or audio-visual engineering;
iv. Interpreting whether in person, via telephone, or any other medium;
v. Subtitling;
vi. Proofreading;
vii. Transcription;
viii. Language training
ix. Cultural briefing
x. Vocal coaching.
xi. Live captioning
xii. Audio description script writing

1. Document retention, confidentiality, and intellectual property: All documents submitted to the Subcontractor by Wolfestone remain the property of the latter at all times and will be held in strict confidentiality by the subcontractor.
a. Subcontractor cannot use or exploit the confidential information in any way except for the purpose it has been shared with Subcontractor and cannot disclose or make available the confidential information in whole or in part to any third party, except as expressly permitted by Wolfestone.

b. Subcontractor cannot copy, reduce to writing or otherwise record the confidential information except as strictly necessary to deliver ordered work (and any such copies, reductions to writing and records shall be the property of the Wolfestone).

c. Subcontractor shall keep separate and secure the confidential information from all documents and other records.

d. Subcontractor shall apply the same security measures and degree of care to the confidential information as the Subcontractor applies to its own confidential information, which the Subcontractor warrants as providing adequate protection from unauthorised disclosure, copying or use.

e. Subcontractor may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible.

f. Subcontractor shall not make, or permit any person to make, any public announcement concerning any work undertaken for Wolfestone or any part of obtained confidential information in result without the prior written consent of Wolfestone (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction.

g. All confidential information shall remain the property of Wolfestone. No rights, including, but not limited to, intellectual property rights, in respect of a confidential information are granted to the Subcontractor and no obligations are imposed on Wolfestone other than those expressly stated this document and any related agreements.

h. Any intellectual property that arises or is obtained or developed as a result of work completed for Wolfestone or pursuant to any discussions between the Subcontractor and Wolfestone or any services provided pursuant to these discussions shall vest in and be owned absolutely by Wolfestone.

i. The Subcontractor shall be liable to Wolfestone for the actions or omissions of the Subcontractor as well as any contracted by Subcontractor 3rd party as if they were the actions or omissions of the Subcontractor.

2. Deadline date and time: Unless otherwise specified, the deadline shall mean 12.00 noon on the date given in the job/assignment offer. Late delivery, unless agreed previously with Wolfestone, will entail a reduction in the fee due to the subcontractor on a basis in line with the fee and deadline for the assignment. Interpreters, voiceover artists, any other service that requires the subcontractor to attend a location other than their own premises, etc. shall arrive for assignments promptly and if lateness will occur due to unforeseen reasons the subcontractor must contact Wolfestone immediately.

3. Delivery costs: Unless otherwise agreed, the costs of delivering the work to the stipulated address shall be deemed included in the job/assignment fee.

4. Presentation and delivery of finished work:
a. Subject to Wolfestone delivering the work to the subcontractor as agreed, it is the latter’s responsibility to ensure that the work reaches Wolfestone by the deadline, complete in chronological format and via the required medium (hard copy, disk, fax, ftp, system, email, etc.). Any deadline adjusted during the course of the project must be confirmed in writing by email.

b. The subcontractor, unless given specific instructions from Wolfestone otherwise, shall reproduce the formatting of the source text, including the correct use of tables, correct font types and sizes (or nearest equivalents if not available), headers and footers, styles, embedded charts etc. It is the subcontractor’s responsibility to inform Wolfestone of any potential software incompatibility issues or any other issues the subcontractor foresees. If the translation is returned to Wolfestone in a format which is judged to be unsuitable for delivery to the client, Wolfestone will deduct from the subcontractors’ remuneration the cost of typesetting and formatting of the document (or any other work), at current market rates, to be notified by Wolfestone by email.

c. Interpreting: The role of the Interpreter is to undertake interpreting assignments on behalf of Wolfestone. His/her job is to bridge the linguistic gap between the two (or more) parties to the standard required and to the best of his/her ability. The Interpreter must interpret accurately, fluently and appropriately between both languages using the correct interpreting techniques. The Interpreter shall at all times promote the best interests and reputation of Wolfestone to all third parties. The Interpreter shall not do anything which could in the opinion of Wolfestone adversely prejudice the reputation and interests of Wolfestone. For remote interpreting suppliers will be asked to sign into the meeting 15 minutes before the agreed start time for sound checks. Separate rehearsal sessions may also be arranged.

d. Voiceover: The role of the voiceover artist is to present the written material in a vocal manner to be recorded. The voiceover should be accurate and satisfactory to Wolfestone in terms of style, intonation, manner and quality. The voiceover should be acceptable and appropriate to the target audience of the client.

e. Live captioning: The role of the captioner is to provide live transcription of events/meetings at a specified date/time/location and using specified platforms. Raw or edited transcripts must be provided to the project manager on request. Suppliers must keep copies of raw transcripts for 1 month after the event in case of any queries regarding accuracy. Suppliers are expected to produce accurate captions and caption everything that is spoken during the event. Suppliers will be asked to sign into the meeting 15 minutes before the agreed start time for sound checks. Separate rehearsal sessions may also be arranged.

f. Audio description script writing: The role of the script writer is to provide a written summary of what is happening on screen between dialogue for the benefit of consumers of audio-visual media. The length of the script should be timed to fill the gaps and not overlap the dialogue. If there is not enough time to provide a full description the project manager must be notified so that video-editing can be arranged with the client or further instructions provided. The supplier is to follow any special requirements provided by the project manager during project kick off.

5. Word count: If the source document is soft copy, Wolfestone bases all fees on the electronic word count. If the source document is hard copy or non-word countable file, an estimated word count will be agreed. In the case of proof-reading, fees are also based on word count as above.
Please note that our CAT payment model is as follows, unless otherwise agreed:

6. Quality:
a. The subcontractor shall always give their best efforts in producing work that is fit for purpose and acceptable to a commercial standard. This includes running a quality check including spell check on their work before submission.

b. Suppliers are not permitted to use machine translation unless Wolfestone has given prior written consent. Where Wolfestone has requested a post-edited machine translation service, the MT output will be provided by Wolfestone. Suppliers completing post-editing work must follow Wolfestone’s PEMT guidelines which are available here: Wolfestone PEMT Guidelines

c. The subcontractor shall take responsibility to correct any legitimate errors, typos, recording/pronunciation errors, etc., in line with the normal custom and practice of the industry, found in the work. Should the subcontractor be unwilling or unable to do this within the deadline, Wolfestone reserves the right to carry out such corrections independently, charging the normal market rate to the subcontractor, such to be notified by Wolfestone.

d. The subcontractor shall be aware that their work may be revised, quality checked, etc. before delivery to the client. If the quality assessor finds that the typos, inconsistencies, errors and/or any other mistakes/issues exceed what may be normally expected had the subcontractor taken due care and attention, Wolfestone reserves the right to deduct from the subcontractor’s remuneration the cost of the additional work/time taken to make good these mistakes/issues. If the work is found to be not of a commercially acceptable standard and full rework is required Wolfestone reserves the right to pay no remuneration to the original subcontractor.

e. The subcontractor shall not carry out any work for which they do not have the requisite professional knowledge and/or experience to carry out the work to a commercially acceptable standard.

f. In the case of revision charged to Wolfestone the reviser shall notify Wolfestone within 2 hours of starting work if they deem the quality of the translation to be poor or otherwise not fit for intended purpose in terms of fluency, style, spelling, grammar, punctuation, consistency and adherence to instructions. If Wolfestone discover mistakes/issues of this nature in work which has been revised and no such mistakes/issues have been flagged early in the revision stage, Wolfestone reserves the right to deduct from the reviser’s remuneration in line with clause c. above.

g. There shall be no time limit on which the subcontractor shall be held responsible for unsatisfactory work.

7. Content of audio and video recordings and restrictions:
a) The subcontractors warrants that nothing whatever shall be included in the Recording (or any software introduced by the subcontractor) which constitutes a breach or infringement of any copyright or which shall be in any way illegal, scandalous, obscene or libellous and the subcontractor will indemnify Wolfestone against any liability in respect thereof and shall pay all costs and expenses which may be incurred by Wolfestone in reference to any such claim. The indemnity shall extend to any amount paid on a lawyer's advice in respect of any such claim.

b) The subcontractor warrants that it will not use Wolfestone’s name or logo to promote, endorse or otherwise advertise non-Wolfestone audio or video recordings without the express written permission of Wolfestone.

8. The subcontractor is contracted to Wolfestone on projects/work which they accept. He/she shall make no attempt to establish any arrangement independent of Wolfestone with the clients of Wolfestone on this or any related project/work. The subcontractor shall not further sub-commission or subcontract work without the explicit consent and knowledge of Wolfestone. If he/she does so, Wolfestone will report the subcontractor to any relevant professional body of which they may be a member, inform other companies with whom Wolfestone is in contact and reserves the right to contract the assignment out in full again, at the cost of the subcontractor. The subcontractor shall present in an orderly fashion befitting the assignment. The subcontractor shall adopt the most appropriate model of work for the assignment. The subcontractor shall, if appropriate to the assignment, be punctual, well attired, and professional in attending any agreed location.

If a subcontractor further subcontracts any or part of the work they have been contracted to deliver to another provider i.e. voiceover artist, translator, reviewer, etc. they must make Wolfestone aware of this. These providers will be contracted to the subcontractor and will not have entered into any agreement with Wolfestone. The subcontractor must take their own steps to ensure all confidentiality, legal and data protection and security terms are satisfied within the territories in which they operate and final responsibility for the quality and delivery of the service will rest with you as Wolfestone's subcontractor. Wolfestone will not bear any responsibility in the event of any dispute between a subcontractor and their provider.

9. Cancellation of work:
a. Document services (including translation/VO/subtitling and any other service involving exchange of files): If Wolfestone contracts the subcontractor and subsequently cancels the job/assignment for any reason (including but not limited to: quality issues; unresponsiveness or uncooperativeness on the part of the subcontractor; client cancellation of the project), Wolfestone will pay the subcontractor the amount owed for work completed to that date (in the case of quality issues this amount may be subject to deductions outlined in 6c. above). The subcontractor shall make available to Wolfestone all work completed to that date. Wolfestone will not pay for the time the subcontractor has allotted to complete the project.

b. Live event services: With regards to interpreting, live captioning or any other job/assignment involving the booking of a subcontractor for set times, days, periods, etc. for live event or on-site work will be subject to a 100% payment being issued to the subcontractor if notice of cancellation is made within 48 hrs of the event. If more notice than 48hrs is given then no cancellation fee will be applicable.

10. Professional indemnity insurance: Subcontractors undertaking work for Wolfestone will be covered by the company professional indemnity insurance cover.

11. Invoicing and payment: A statement will be generated by our system and sent to all suppliers within the first week of the month detailing the amount owed for the previous month. For suppliers owed £750 (or equivalent value) or over, this amount will be paid by the 14th of the month the statement was generated. For suppliers owed £749.99 or under, this amount will be paid by 25th of the month the statement was generated. This method will ensure timely payment. For projects completed at the end of the month this will also mean earlier payment than the standard 30 days. For example, projects that are carried out in April, the statement is generated within the first week of May, payment made by 14th May or 25th May depending on payment value. It is the subcontractor’s responsibility to ensure that their payment details are up to date and entered correctly within their profile on our system. Please note that all transfer costs will be covered by the subcontractor. In the case of disputes, part-payment will, where possible, be made in line with normal payment terms, subject to the nature and extent of the dispute. Wolfestone reserves the right to withhold all or part of the subcontractor’s payment, if Wolfestone’s client disputes the work quality, until such dispute has been resolved.

12. If a subcontractor is commissioned for an assignment and there is no time to enter into a written agreement, the assignment shall be entered into on the basis of an oral contract and these Terms and Conditions (as published online on the website of Wolfestone) shall be deemed to apply.

13. Subcontractors are responsible for their own health and safety and any other relevant conditions.

14. Unresolved disputes: In the case of an unresolved dispute in respect of quality or accuracy of work, the adjudication of the Association of Translation Companies, the Institute of Translators and Interpreters (UK), the Chartered Institute of Linguists, or a similar independent body shall be used, whose decision shall be final. The professional body used to adjudicate shall be chosen by Wolfestone.
15. IT security and Data protection
a. All subcontractors provided with access to the Company IT systems (XTRF and XTM) are obliged: i) to protect access details such as username and password from unauthorised access and/or theft; ii) not to share access details with anyone under any circumstances; iii) not to store any information accessed from the Company systems without written permission from the Company, and in such case to not store this information for longer than required for the ongoing project purposes, and when any data is stored, this data and device it is stored on must be protected from an unauthorised access and/or theft;

b. Subcontractors are obliged to immediately inform the Company about any observed security risks, data theft, unauthorised access to data, data leakage or potential data leakage

c. By entering into cooperation with the Company, the subcontractor confirms that his/her work environment is protected from unauthorised access, device storing data is encrypted or at least folder used for storing data is encrypted, access to his/her network is protected, passwords to the network and device as well as keys to the encrypted device and/or encrypted folder are stored securely and protected from unauthorised access

d. By entering into cooperation with the Company, the subcontractor declares that public WiFi networks will not be used at any time while working on the project or while the Company data is stored on the subcontractor’s device.

16. Governing law: This Agreement shall be interpreted and governed in accordance with English law in force.