CONTRACT FOR FREELANCE DATA TRANSCRIPTION

Transcription

1 CONTRACT FOR FREELANCE DATA TRANSCRIPTION THIS AGREEMENT IS MADE on xx, xxxxxxxx, xxxx BETWEEN Mahi Foundation, having its Office at B/2/11, 2 nd Floor, Virgo Complex, Santram Road, Nadiad (Herein after referred to as the Party of the First Part ) and xx xxxx yyyyy zzzzz residing at xx, xxxxxxxx xxxx xxxxxxx, xxxx xxxxx xxx, xxxx-xxxxxx. (Herein after referred to as the Party of the Second Part ). WHEREAS the Party of the First Part is engaged in Outsourcing of IT enabled Services and allied Activities and Other ancillary Activities Associated there with and executing such work Outsourced, through Delivery Partners. AND WHEREAS the Party of the Second Part Represents to the Party of the First Part that it has an Expertise in the Area of Data Entry and Data Transcription AND has a Working Experience in the said area, and Possesses the requisite Hardware and Manpower required to take up Freelance Data Transcription 1

2 work outsourced by the Party of the First Part, and in this regards, the Party of the Second Part chooses the xxxxxx Plan more particularly described in detail in the Schedule attached herewith. AND WHEREAS the Party of the Second Part undertakes that TIME AND ACCURACY are the essence of the present contract and further undertakes to strictly abide by the applicable deadlines and Minimum Accuracy Levels stipulated in the respective Plan, and without foregoing the generality of the aforesaid Conditions, it is hereby agreed between the Parties as under: A. Scope of Work: 1. The Party of the First Part shall supply through , IMAGE Files (Expression used in its generally understood Dictionary Meaning throughout the Present Contract), as well as any other available means and/or Format to the Party of the Second Part (herein after referred to as the said Data ). 2. The Party of the Second Part undertakes to Transcribe the Data set out on the said IMAGE files and/or any such Other Convenient Format, received by and/or by any other means, from the Party of the First Part, as visible, in a Format known as that of a WORD Document using Notepad, in the same Language as visible in the said IMAGE Files, and in the same style and send the same as an attachment (Term used in the Common Parlance pertaining to Communication) back to the Party of the First Part on the same Address as a Reply, within the Stipulated time and with such Accuracy as is Outlined in the applicable Plan in the Schedule herewith. 3. The Party of the Second Part Represents to the Party of the First Part that it shall Clarify the Exact Nature of Work and the Format to be delivered in, from the Party of the First Part. 4. The Party of the Second Part further Represents to the Party of the First Part that, the time for the Completion of the said Transcription as applicable in the Plan, more Particularly described in the Schedule herewith, shall Commence Immediately upon the Sending of the same by by the Party of the First Part, OR if the Commencement Date is mentioned in the said Communication, from Such date, and it shall Continue to Access its said as provided in the Records of the Party of the First Part, as frequently as necessary for the said Purpose. 5. The Party of the First Part Represents to the Party of the Second Part that it shall endeavor, as far as is Practically Convenient, to send the First Work of the said Data, within 3 working days of the entering into the Present Agreement between the Parties. B. GENERAL TERMS: 1. The Party of the second part Undertakes to Carry out the aforesaid Transcription in the Premises arranged by such Party and Using Such Computer and other Hardware as may be required, as arranged by the said Party of the Second Part and no such Premises and/or other Facilities shall be Provided by the Party of the First Part. 2

3 2. The Party of the Second Part shall not assign, in whole or in part, its obligations to perform under this Contract to any other subcontractor or vendor, except with the prior written consent of the Party of the First Part. 3. The Party of the Second Part and its employees will strictly undertake not to communicate or allow to be communicated to any person other than a person employed by the said The Party of the Second part in the performance of the contract or divulge in any way any information relating to the ideas, concepts, know-how, techniques, data, facts, figures and all information whatsoever concerning or relating to the said Data. Disclosure of any part of the aforementioned information or data to parties not directly involved in providing the services required could result in pre-mature termination of the contract. The Party of the First Part, apart from blacklisting the Party of the Second Part, initiates legal action against the successful bidder for breach of trust. 4. This agreement does not create any agency or partnership relationship, and/or any other similar relationship of any kind. 5. The Party of the Second Part shall not acquire any Copyrights, and/or any other rights devolving upon the owner of an Original Work, pertaining to the ideas, concepts, know-how, techniques, data, facts, figures and all information whatsoever concerning or relating to the said Data by virtue of the execution of the present Agreement. 6. Any notice, report, approval or consent required or permitted hereunder shall be in writing. 7. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude exercise. 8. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 9. Any waivers or amendments shall be effective only if made in writing. 10. This Agreement which is in English shall be interpreted in accordance with the commonly understood meaning of the words and phrases hereof in India. 11. The Party of the Second Part represents to the Party of the First part that before taking up any assignment to the Party of the First part that before taking up any assignment with a Direct Competitor, the said Party shall obtain, at his discretion, the written Consent of the Party of the First Part. 12. The Party of the Second Part undertakes to treat all business and trade secrets which come to his knowledge in the course of his activities for the performance of the present Contract as confidential. This duty of secrecy shall continue to apply after the end of the contractual relationship. 3

4 13. Documents which the Party of the Second Part has received within the framework of his freelance work under this Contract must be carefully stored by him and protected from examination by third parties. The documents must be returned to the Party of the First Part after the termination of the said freelance work on the project/object to which they relate and for which they were needed by the Party of the Second Part, but no later than at the end of his freelance work. The assertion of any right of retention shall be excluded. 14. The contractual relationship may be terminated within the Trial Work Period of 24 Hours from the sending of the said Data, at the Instance of the Parties and in the said event, the Party of the First Part shall be entitled to a Deduction from the Processing Charges made by the Party of the Second Part, depending on the Plan applicable, subject to a Minimum of Rs (One Thousand Rupees only), and the Party of the second part shall be entitled to a Refund of the Balance. Termination shall not be valid unless in writing. No Termination at the Instance of the Party of the Second Part shall be Valid after the Expiry of the said Period, and No Refund of the Processing Charges shall be made thereafter, under any circumstance. 15. Any ancillary agreements and amendments to this Contract shall not be valid unless in writing. This formal requirement may not be rescinded or suspended either orally or tacitly 16. TIMEFRAME FOR COMPLETION OF TRANSCRIPTION: The Party of the Second Part shall Complete the Transcription of the said Date, within mentioned Period (Excluding the day on which the said Data is Sent, but Inclusive of any Public Holiday) from the Date the said Data is so sent, for the No Risk Plans and subject to the Minimum Accuracy of such Applicable Plan. The Party of the Second Part alone shall be responsible for the maintenance of Hardware and Personnel for such timely Transcription and no excuse of whatsoever Nature shall be entertained for delay in Supply of transcribed Data, since Time and Accuracy are the Essence of this Contract. 17. DURATION OF THE CONTRACT: The Present Contract shall be in force for 11 Slots for xxxxxx Plan and The Party of the Second Part shall complete all Slots in xx months subject to the fulfillment of the Representations made by the Party of the Second Part herein, the Party of the First Part shall continue to send the said Data, upon fulfillment of the desired Accuracy levels of the applicable Plan. The said Contract shall come to an End at the Expiry of the said Period and may be renewed by Mutual Consent and on such Revised Terms agreed between the Parties and on Payment of fresh Processing Charges by the Party of the Second Part. 18. TERMINATION: i. If the Party of the Second Part fails to Perform any of the Representations outlined in the present Agreement, including but not limited to failure to Submit the Transcribed Data as per the required Format in stipulated time, or the failure to maintain Accuracy Standards Outlined elsewhere herein, the Party of the First Part 4

5 shall be entitled to Terminate the present Agreement and Consequently, the Party of the First Part shall be at liberty to retain the Processing Charges and further be entitled to Compensation as outlined elsewhere, for Urgent Substitution of the Operator for such unfinished Transcription. ii. Rejection of Three continuous slots will terminate your contract of this project. iii. The Present Agreement may also be terminated by giving a 30 Day Clear Notice by either Party, upon which the Payment for Transcribed Data submitted with Adequate Accuracy shall be entitled to receive Payment as per the Payment Clauses. C. TERMS OF PAYMENT AND COMPENSATION: The Payment Terms for each of the Plans shall be as Under: i. The Payment per Stage of Submission according to the Accuracy of the Transcribed Data shall be as stipulated in each such Plan, and in this Regard the Terms of such Payment Set forth in the Schedule may be taken to have been traversed herein and agreed by the Parties. ii. The Entire such payment Payable by the Party of the First Part to the Party of the Second Part, shall be made within 10 days of the Receipt of the Accuracy Report. iii. Payment for Sourcing Subservient IDs shall be as stipulated elsewhere and upon such terms as expressed therein. iv. While making the payment for the Transcribed Data, the party of the first part will deduct the remaining amount which was not paid by the party of the second part as per the plans and projects. D. DETERMINATION OF ACCURACY: 1. After providing for all the Errors enumerated below, the Total Minimum Accuracy shall be required as mentioned in Plan details. 2. Each Punctuation error in the Entire submitted Transcribed Data, (Irrespective of the Plan and Number of Pages) would QUALIFY A DEDUCTION OF 0.40%. Thus, out of a Total Accuracy of a Possible 100%, 10 Punctuation errors would Qualify an Accuracy of 100- (10x0.40) = 96% Accuracy. 3. Each Spelling error in the Entire submitted Transcribed Data, (Irrespective of the Plan and Number of Pages) would QUALIFY A DEDUCTION OF 0.70%. Thus, out of a Total Accuracy of a Possible 100%, 10 spelling errors would Qualify an Accuracy of 100-(10x0.70) = 93% Accuracy. 5

6 4. Each error being an Extra Word Typed or an Omission of a word in the Entire submitted Transcribed Data, (Irrespective of the Plan and Number of Pages) would QUALIFY A DEDUCTION OF 0.90%. Thus, out of a Total Accuracy of a Possible 100%, 10 Extra word or Omission of a word errors would Qualify an Accuracy of 100-(10x0.90) = 91% Accuracy. 5. Each error being an Extra Space Typed or an Omission of a Space in the Entire submitted Transcribed Data, (Irrespective of the Plan and Number of Pages) would QUALIFY A DEDUCTION OF 0.90%. Thus, out of a Total Accuracy of a Possible 100%, 10 Extra word or Omission of a Space errors would Qualify an Accuracy of 100-(10x0.90) = 91% Accuracy. 6. Each error being an Extra Enter Typed or an Omission of hitting the Enter Key in the Entire submitted Transcribed Data, (Irrespective of the Plan and Number of Pages) would QUALIFY A DEDUCTION OF 1.20%. Thus, out of a Total Accuracy of a Possible 100%, 10 Extra word or Omission of a word errors would Qualify an Accuracy of 100-(10x1.20) = 88% Accuracy. 7. A Combination of errors as above would qualify for each such error, a corresponding loss of Accuracy as provided above. 8. The Test of the Accuracy shall be made by a Quality Centre appointed by the Party of the First Part and the Report of such Accuracy would be Final and Conclusive, with no room for Disputing the Veracity of the same by the Party of the Second Part. E. QC DECLARATION: QC center will check the random pages in the first submission, rework submission as well as re-rework submission. All the pages won t be checked and if the accuracy goes below the minimum accuracy required for qualifying then the QC center will not be responsible for the further checking of the same. Again the business associate needs to check all the pages, correct all the mistakes provided in the report as well as found by himself/ herself and hence submit the work again in rework or re-rework with improved accuracy. F. TECHNICAL SPECIFICATIONS FOR TRANSCRIPTION: 1. A User is required to make individual notepad files for every image files. 2. Every line of the NOTEPAD should match with the corresponding line in the IMAGE; hence the pages shall automatically match with the IMAGE file pages. 3. Everything should be typed with left alignment, whatsoever may be in the image file. 4. Latin Characters, if any, shall be typed as normal characters. Ex: "æ" should be typed as "ae", "ç" should be typed as "c", "ê" should be typed as "e", "á" should be typed as "a" etc. 5. Color Text (if found any in the IMAGE file) should be written in BLACK color Text only. 6. Always type the text as Regular text. Bold, Italics in NOTEPAD File is not at all required. 7. If a word splitted in the IMAGE file then the same should be done in text file. 8. If a line ends in IMAGE file then the same should be done in text file. 9. User is required to submit all the text files at the time of submission in Fresh work, Rework and Re-rework. 10. User is required to submit his/her typed text files only on the time of submission. 6

7 11. User is required to send his/her notepad files only after doing win-zip/win-rar of the folder. 12. User is required to submit text files to id mentioned in the only. 13. Do not Use the shortcut keys and character mapping. 14. Start and end the line with zero spacing in the notepad files. 15. No grammatical rules should be applied. 16. Give one space between two words if applicable in the data. 17. Always put single enter between two successive lines. G. ERRORS WARRANTING AUTOMATIC REJECTION: 1. File Name of the Transcribed File does not match with the Corresponding IMAGE File Name. 2. Submission of an Incomplete File. 3. Use of any third Party Software. 4. Accent Characters used in the Transcribed Data File. 5. Upon any Image being found in the Transcribed Data. 6. Existence of any other File Type other than the Authorized Type, in the ZIP Folder bearing the submission of the Transcribed Data. 7. Submission beyond the Stipulated Deadline. 8. Rejection at any Stage would Preclude any further Submission of the same Transcribed Data, and other Stages shall be forfeited. 9. If use shortcut keys and character mapping. 10. More than allowed Computers are used. 11. If coping and converted file using any other sourced or the same. H. STAGES OF SUBMISSION 1. There shall be one stage in Learner Plan, two stage in Silver Plan and three stages in Golden, Platinum and Business Plans The First Submission, Rework Stage and Re-Rework Stage. 2. The Level of Accuracy shall be below 70% to warrant reward in case of Silver Plan, 65% to warrant rework in case of Golden plan, 60% to warrant rework in case of Platinum plan and 55% for Business plan. No rework for Learner Plan. 3. The said Rework and Re-Rework stages shall be at the Request of the Party of the Second Part and upon Permission for the said Stages by the Party of the First Part. 4. After the submission of the First Submission, and upon the negative receipt of the Data Verification Report, and the Permission having been granted, there shall be a further period 7

8 of only 5 further days(inclusive of Holidays) to complete the Submission in Rework stage and only 3 further days(inclusive of Holidays) to complete the Submission in Re-Rework stage. ARBITRATION Any Dispute pertaining to the Obligations arising out of the present Agreement shall be sorted out amicably between the Parties and failing which they said Dispute shall be referred to Arbitration under the provisions of The Arbitration & Conciliation Act, 1996 and for the said Purpose the Parties agree to appoint Mr. ***** * ****** residing at **************************** and further the Seat of such Arbitration shall be Nadiad. The Courts of Nadiad shall have Jurisdiction. THE SCHEDULE ABOVE REFERRED TO CONSISTING OF THE PLANS AND SPECIFIC CONDITIONS SHALL FORM PART OF THE PRESENT AGREEMENT. IN WITNESS WHEREOF the Parties have set their Hand here under, on xx, xxxxxxxx, xxxx. [ FOR MAHI FOUNDATION] [xx xxxx yyyyy zzzzz] 8