Translator Agreement

September 26, 2022

This Agreement is made between you (“You”) and Queen & Co., Inc. (“Honyaku Cloud” or “We” or “Us”). Honyaku Cloud 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 Honyaku Cloud Translator NDA, and the Honyaku Cloud 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 Honyaku Cloud 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 Honyaku Cloud Translator NDA

You agree to the Honyaku Cloud 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 (also called termbases), translation memories, 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 Honyaku Cloud ecosystem or with a Honyaku Cloud 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, colleagues, or on social media, (e.g., Twitter, Facebook, Your blog) even if the Customer is publicly known to be a Customer of Honyaku Cloud.

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 Honyaku Cloud 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 Honyaku Cloud’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 Honyaku Cloud

a) Flag jobs that have problems It is possible for Customer error or technical issues to occur on any job processed by the Honyaku Cloud 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 Honyaku Cloud Quality Policy
  • The word/character count is wrong
  • Any suspicious or special requests from a Customer in the comments section

b) Do not add translation anywhere outside the preferred CAT tool Do NOT post Your translation publicly or anywhere outside the CAT tool. This may nullify Your job, meaning You would not get paid for the work You have done.

c) Respond quickly and professionally to Customers and Honyaku Cloud 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 Honyaku Cloud 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. Honyaku Cloud will help You perform Your job in the following ways:

a) Customer/Translator disputes Honyaku Cloud will review Customer/Translator disputes in a fair and reasonable manner. In particular, all rejected translations will be examined by Honyaku Cloud 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 Honyaku Cloud will warn Customers who repeatedly waste translator time, reject translations unnecessarily or make unreasonable requests. Honyaku Cloud 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 Honyaku Cloud 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 Honyaku Cloud supported payment providers

You agree that any final compensation balance You accrue by working on jobs will be made via Honyaku Cloud supported payment providers (“Payment Providers”) in Japanese yen (JPY). Honyaku Cloud will not make wire transfers or use another method of payment. Honyaku Cloud will not process payments to You without an invoice from You. Honyaku Cloud will pay Translators on the last day of the month after the delivery date of the translation, as long as we receive a payment request before the cut-off time. The cut-off time for payment is 5:00 pm JST on the last day of the month in which the translation was delivered. Honyaku Cloud is not responsible for payment delays caused by a Payment Provider’s services.

7. You agree to sign Japanese tax and regulatory documentation

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

8. You agree that Honyaku Cloud owns the translated works

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

9. You are an independent contractor

You are an independent contractor of Honyaku Cloud. Nothing in this Agreement shall in any way be construed to classify You as an agent, employee, or representative of Honyaku Cloud. You are not authorized to bind Honyaku Cloud to any liability or obligation or to represent that You have such authority. You agree to furnish (or reimburse Honyaku Cloud 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 Honyaku Cloud 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 Honyaku Cloud’s employee, You will become a reclassified employee and will receive no benefits from Honyaku Cloud, except those mandated by state or federal law, even if by the terms of the Honyaku Cloud’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 Honyaku Cloud

You agree to indemnify and hold harmless Honyaku Cloud 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 Honyaku Cloud 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 Honyaku Cloud’s use of any of Your deliverables under this Agreement.

11. Term, Termination, Loss of Compensation

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

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

Honyaku Cloud 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 Japan. Any claims or disputes shall be resolved in the District Court of Tokyo.

Honyaku Cloud 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 Honyaku Cloud 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 Honyaku Cloud’s prior written consent. Honyaku Cloud 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 Honyaku Cloud’s consent will be null and void.