It is understood that:
TextMaster is a website that allows individuals or professional clients (hereinafter referred to as 'Clients' or 'Client') to purchase services relating to documents (hereinafter referred to as 'Content'), more specifically copywriting, translation, or proofreading (these three terms being hereinafter referred to collectively as 'Services') by Authors qualified by TextMaster (hereinafter referred to as 'Authors').
TextMaster provides the connection between the Clients and the Authors who carry out the Services.
TextMaster and the Author are hereinafter collectively referred to as the 'Parties' and individually as 'Party'.
1. Corporate Information
- Company Name: TextMaster
- Corporate form: S.A. (VAT No.: BE0837387439)
- Headquarters: Place Flagey 7, 1050 Ixelles, Belgium
- Publication Director: Thibault Lougnon
- Host : Heroku - 650 7th St, San Francisco, CA, 94103, United States
2. Acceptance of the Terms
By visiting this website or registering for the Services offered on the website, you accept these Terms. If you are registered on behalf of a company or any other corporate body, you must be the legal representative of said company or corporate body, or have obtained its express permission.
In the event of failure to comply with these Terms, or any other right held by TextMaster, we reserve the right to close your Author account and to take all the measures necessary to safeguard our interests.
3. Description of Services
3.1. TRANSLATION SERVICE
The translation service allows Clients to obtain content in one language, based on original content in another language. As far as is possible, and taking into account the cultural and linguistic subtleties of the language in question, the Author agrees to conserve, to the best of his/her abilities, the general tone, the organization of information, and the type of vocabulary used in the original content.
3.2. PROOFREADING SERVICE
The proofreading service allows Clients to submit content to be corrected by an Author. Proofreading covers the vocabulary, grammar, spelling, punctuation, structure, style, and syntax used in the content. If the Client so desires, they may ask the Author to limit the check to one or more of these elements. In such cases, the Client must explain as clearly as possible in the Initial Request defining the project.
3.3. COPYWRITING SERVICE
The copywriting service allows Clients to purchase original content on a given topic and to meet a specific need. Following the Initial Request, the Author conducts the necessary research on the subject in question, then writes content that corresponds to the criteria set out by the Client in terms of word count or type of vocabulary. The Author agrees to produce only original content and not to plagiarise any other content whatsoever under any pretext.
4. Use of Services
4.1. INITIAL REQUEST (BRIEFING)
4.1.1 Translation and Proofreading Service
The Client may submit a document, an extract from a database or free form text on TextMaster and add any explanations to guide the Author in his/her task (hereinafter referred collectively as the 'Initial Request'
4.1.2 Copywriting Service
For each project, the Author is given a certain number of elements to guide him/her in his/her task.
It is understood that:
- - The requested word count includes a margin of +/- 10% (i.e. for an order of a 500-word text you may deliver a text of 450 to 550 words). A maximum or minimum word count may also be requested and must be respected.
- - The 'Keywords' option allows the Client to indicate a set of words or phrases that you must integrate into the Content with a certain frequency. You agree to respect the Client's Initial Request while taking account of the general comprehensibility of the text.
4.1.3 All Services
The Author agrees to provide a high-quality Service that meets the Client's Initial Request.
4.2. REGULATIONS RELATING TO ORDERS
The Author agrees not to:
- write a text that could infringe on the universal individual rights of an individual or corporate body;
- produce Content which contains libellous or offensive comments towards any individual or corporate body, living or dead;
- provide Content that is contrary to good morals, that encourages violence, hatred, or racism, or that is considered illegal or contrary to public policy;
- provide Content that is erotic or pornographic (unless this results from a specific request by the Client, which must be in complete accordance with your morals, and your personal and religious convictions);
- translate literary works (for example, a book);
- make offensive or defamatory statements.
4.3. EXTERNAL CONTENT AND EXTERNAL LINKS
You accept that you are solely responsible for the use of the documents and information attached by the Client to their project on TextMaster (collectively referred to as the 'External Content' and 'External Links').
Given the quantity of information exchanged, TextMaster cannot be held responsible for the accuracy and legality of content distributed via its platform.
4.4. SERVICE COMPLETION TIME
Once you have accepted an order, you have a variable time limit in which to deliver the Content to the Client. The maximum time limit is indicated for each file. Once this deadline has passed, the order will be taken away from you and any work that you may have done for it will be permanently deleted. However, this deadline may be suspended if communication specifying the need for such a suspension is established with the Client or the TextMaster support team.
TextMaster reserves the right to remove an Author from any projects, without remuneration, if the Author does not respect the completion time or provide the expected quality.
4.5. AUTHOR ALLOCATION
TextMaster agrees to assign projects to Authors who meet the requirements outlined by the Client in the Initial Request, especially the level of skill required ('Basic', 'Standard' or 'Enterprise').
These Terms are concluded on an 'intuitu personae' basis and the Author agrees to carry out the Services directly. Consequently, the Author may not sub-contract part or all of the work to a third party, and may be liable for damages if he/she does so.
4.6. CONTENT APPROVAL
Once the Content has been submitted by the Author, the Client has seven calendar days to check that their Initial Request has been satisfied. This can be extended to 14 days in certain cases under specific agreements between TextMaster and the Client.
Failure to accept the Content submitted by the Author within this period shall be considered to constitute approval of the Content by the Client. Nevertheless, it may be that the Client was unable to check the submitted Content during the approval period. In such an eventuality, the Author agrees to make the changes requested by the Client, even if the Content has already been automatically approved.
If the Client considers that the Content submitted does not completely meet their expectations, they can ask the Author for a revision. In such an event, the Client agrees to be as precise as possible in their communication with the Author so as to facilitate the revision of the Content. There is no limit to the number of revision requests that can be made and the Client may continue to contact the Author as long as they remain unsatisfied and as long as the Author considers their requests to be justified.
In the event of a revision request, the Author will be put into direct contact with the Client through a TextMaster internal messaging system. It is understood, as regards these exchanges, that:
- the Author is strictly forbidden to try to obtain the contact details of the Client in order to contact them outside of the TextMaster platform. Any Author doing so will have his/her account permanently cancelled, lose all of his/her unpaid earnings, and be sued for damages;
- TextMaster may at any time and without restrictions access the content of these exchanges, so as to be able to preside over a moderation or to check that exchanges between the Client and the Author are proceeding correctly.
If the Client considers that the Author has not satisfied their Initial Request, they may reject the Content. When the rejection procedure is triggered, a third-party moderator intervenes to check whether the Client's rejection of the Content is justified:
- if the moderator considers that the Client's refusal is justified, the Service is taken away from the Author and immediately reopened with a different Author;
- if the moderator rejects the Client's request, the Content may be considered approved, or the moderator may ask the Author to make a few changes to bring the Content into compliance with the Client's Initial Request.
If you consider the Client's revision requests to be unjustified in light of the Initial Request, you may request intervention from a moderator. This third party will analyze the Client's Initial Request, the Content produced, and the various exchanges and revisions.
- if the moderator considers that the Author's request is justified, the Content is automatically considered to be acceptable, and the Client may not contest this decision in any way;
- if the moderator considers that the revision requests made by the Client are justified, you are obliged to redo your work until the Client is completely satisfied (in accordance with the Initial Request).
4.7. CONFIDENTIALITY OBLIGATION
As an Author, you are subject to a strict and comprehensive confidentiality agreement. This applies to the Service provided to the Client, especially the Content and the communication with the Client.
The information exchanged between the Parties and/or between TextMaster's Clients and the Author is strictly confidential.
The Author agrees that, for the duration of his/her working relationship with TextMaster and for five (5) years from the end of said working relationship with TextMaster and/or from the date of communication of the documents by the Clients, he/she will ensure strict confidentiality and undertake to ensure that all persons comply with this confidentiality obligation.
The Author therefore agrees never to transmit or reveal to anyone any element provided directly or indirectly by the Client.
TextMaster will use all means judged necessary and sufficient to protect its interests if an Author does not respect this confidentiality obligation and the Author agrees to pay TextMaster damages of fifty thousand euros (€50,000) should he or she breach this clause.
The Author also agrees never to make any claims to the Services provided for the Client or to use the brand, logo or other intellectual property of the Client.
The confidentiality obligation does not apply to information produced for administrative, judicial or other types of requests from competent authorities.
The entire TextMaster system has been designed in such a way that at no time is it possible for you to detect the identity of a Client, either directly or indirectly. It is your responsibility to maintain an attitude of anonymity towards all content and all exchanges between you and the Clients.
In the event that an Author tries to contact a Client to offer services directly to them or to communicate their personal or professional contact information, the Author agrees to pay TextMaster a fine of five thousand Euros (€5,000) per violation.
5. Payment and Invoicing
5.1. GENERAL POINTS
TextMaster uses a system of payment per word, calculated based on the Client's order. The word is the unit of calculation used on TextMaster.
The price per word is indicated for each project on TextMaster, before the Author accepts it. The acceptance of a project at the indicated price constitutes an irrevocable acceptance by the Author of the offered price.
5.1.2 Currency of reference: the Euro
TextMaster's currency of reference is the Euro (€).
TextMaster provides a multi-currency system that allows Authors registered on local versions of the site to pay in a currency other than the Euro.
It is understood that the exchange rate is freely fixed by TextMaster and may not be contested. It may be revised at any time without the need for a specific communication to Authors.
5.1.3 Payment Methods
It is impossible to use and collect your earnings on a site other than TextMaster or one of its affiliates or partners. Only TextMaster is authorized to pay you your earnings at the prices currently applicable on the TextMaster website.
You may request that your earnings be paid at any time, once your account reaches a balance greater than €50.
The Author must have a PayPal account in order to receive his/her earnings.
TextMaster is not responsible for the processing fee deducted by PayPal.
The Author gives TextMaster the right to automatically create the invoice in his/her name that serves as a proof of payment. TextMaster will create an invoice for each payment of earnings to the Author.
5.1.4. Setting Off
The Client expressly authorizes TextMaster (and, where appropriate, its subsidiaries, partner companies or affiliates) to set off the receivables and debts that it may have or may owe to the Client. He/she expressly agrees that his/her earnings may be withheld in the event of a complaint by the Client about the quality of the Content supplied or failure to satisfy the Initial Request, if said request is justified.
5.1.5. Expiry of Earnings
If the Author does not request payment of his/her earnings within 36 months of them being credited to his/her account, said earnings shall permanently expire and the Author shall have no possibility of appealing.
5.2. BUSINESS REGISTRATION AND TAXATION
- The Author acknowledges that he/she is able to issue invoices and is in compliance with the legal and tax obligations applicable in his/her country of residence. To this end, he/she agrees to make the necessary social security and tax declarations to the relevant authorities in his/her country of residence. The Author shall indemnify TextMaster for all costs, expenses (including all legal costs such as lawyers' fees), losses, damages and other liabilities (of any nature whatsoever) suffered or incurred by TextMaster as a result of any complaint or proceedings brought due to a breach by the Author of the obligations, representations and guarantees set out in these Terms.
The Author thus agrees to:
- register in the trade register of his/her country of residence and acquire a registration number, in accordance with the legislation applicable in his/her place of residence, or, if appropriate, to give TextMaster a guarantee of his/her ability to issue invoices without being registered, in accordance with the legislation in his/her country of residence;
- provide TextMaster, at the first time of asking, with documents proving that he/she has paid the social security contributions and taxes arising from his/her earnings, otherwise his/her account and payments may be frozen by TextMaster.
Should the Author fail to meet these two obligations, the Author expressly acknowledges that TextMaster cannot pay him/her the amounts owed.
Furthermore, if said elements are not communicated within three (3) months of TextMaster's first request, the Author expressly acknowledges that his/her earnings will be permanently lost.
5.3. SELF-BILLING AGREEMENT
The Author (be it an individual or a corporate body) expressly authorizes TextMaster to draw up and issue invoices in his/her name, indicating the amounts of the payments due to him/her, each time he/she makes a withdrawal of the earnings he/she has made with TextMaster.
Said authorization will take effect as soon as the Author accepts these Terms, and shall be valid for the duration of the Services provided with TextMaster.
The original of each of the invoices drawn up by TextMaster on the Author's behalf will be kept by TextMaster.
The Author agrees to provide TextMaster with all the information required by tax legislation and regulations to draw up his/her invoices for the amounts to be received by the Author for the Services performed with TextMaster.
The Author retains full responsibility for his/her invoicing obligations and for the consequences thereof in terms of VAT.
In particular, the Author undertakes to:
- declare and pay to the State Treasury the tax indicated on the invoices drawn up in his/her name and on his/her behalf;
- immediately demand a duplicate of the invoice if he/she has not received one within ten (10) days of the date of issue;
- report to TextMaster as promptly as possible any changes concerning the identification of his/her business, his/her tax status and/or the mandatory information mentioned above.
The Author also agrees to:
- inform TextMaster as promptly as possible of any option or waiver of an option as regards the payment of VAT, as soon as said option or waiver takes place;
- keep the copy of the invoice addressed to him/her in his/her own accounting records;
- take full responsibility for any disputes that may arise with the authorities in this connection, holding TextMaster harmless.
- Each invoice shall be considered permanently approved and accepted by the Author unless he/she contests it in writing within one (1) month of receiving it.
- In the event of such a challenge, only TextMaster may issue a corrective invoice.
- Authors based outside of Belgium expressly declare that said the invoicing authorization set out herein is in accordance with the legal provisions on invoicing in the State or Territory in which he/she is based.
5.4. VALUE ADDED TAX
TextMaster is a Belgian company. As such and in accordance with the prevailing VAT law on the implementation of Value Added Tax at the national, European, and global levels, we apply the relevant principles on the subject.
TextMaster may verify the status of every Author as regards the implementation of VAT. For this purpose, you may be asked to transmit various documents, on request, to allow us to authenticate your Author account.
The Author agrees to provide genuine and complete information on his/her legal and tax identity or on the legal and tax identity of the corporate body he/she represents, specifically with respect to VAT. If this does not happen, TextMaster may take whatever measures it considers necessary to redress the balance, up to and including cancellation of all or part of the earnings acquired by the Author, or bringing proceedings against the Author before the appropriate authorities.
It should be noted that TextMaster reserves the right to amend this clause concerning Value Added Tax in line with amendments made to Belgian and European regulations, notably on the subject of copyright.
6. Non-Employee Relationship and Party Autonomy
6.1. Non-Employee Relationship
The use of TextMaster does not constitute, in any way, a form of employment. Authors expressly recognize that they are independent contractors and that they therefore remain independent in the management of their time and obligations and are free to accept or refuse the tasks offered by TextMaster.
Legal, social security and tax declarations must be handled by the Author according to the laws and legislations of his/her country.
6.2. PARTY AUTONOMY
6.2.1 Absence of affectio societatis
The Parties expressly state and agree that their relationship has no affectio societatis. In no way does it constitute a de facto or de jure company. The Parties agree not to lead third parties to believe that any particular structure, and in particular a company, may exist between them. Each of the Parties agrees to respect the identity of the other Party and to take all necessary steps to avoid any risk of confusion between them.
6.2.2 Economic Independence
The Author expressly acknowledges that TextMaster reserves the right to terminate all relations with the Author without prior notice.
The Parties are completely autonomous and independent of each other, and are solely responsible for all decisions concerning their own management. In particular, the Author agrees, for the duration of his/her contractual relations with TextMaster, to ensure that his/her Client base is sufficiently diversified.
In order to avoid a situation in which the Author is economically dependent, the Author agrees, for the duration of his/her commercial relations with TextMaster, to diversify his/her Client base and to officially inform TextMaster by registered letter with acknowledgement of receipt should TextMaster account for more than 20% of his/her turnover.
If TextMaster so requests, the Author agrees to inform TextMaster of the proportion of his/her turnover generated with TextMaster.
In any event, the Author may not complain to TextMaster for having allowed a situation of economic dependence to develop through the implementation of these Terms.
7. Rights of Use and Copyright
In accordance with the law of May 22, 2005, which amended the Belgian law of June 30, 1994 on copyright and associated rights, the Author assigns to TextMaster, exclusively, irrevocably, and without time limits or geographical restrictions, the following rights over the Content produced for the Services of TextMaster.com and using its tools:
- Rights of reproduction: creating and distributing any copy of the work, whether direct or indirect, temporary or permanent, in part or in full;
- Exploitation rights: using, distributing, modifying, translating, adapting, monetising, recording, submitting or exploiting the content in all current and future formats (websites, DVDs, publicity brochures, press releases, etc.);
- Rights of communication to the public: representing and exploiting the text in any format (physical, digital, etc.), visible to anyone, anywhere, without restrictions, including on websites;
- Exclusive distribution rights: authorizing or forbidding the distribution to the public, through sale or otherwise, of the original work or of copies thereof;
- Rights of transfer and rights of sale: agreeing or refusing to sell, under the conditions of their choice, all or some of the rights relating to the Content;
- Rights of temporary technical reproduction: authorizing the temporary, transient, or accessory distribution and reproduction of the Content.
- Waiver of citation rights: mentioning the Author's first name, surname, initial or any other element that would allow the Author to be identified.
The assignment of all these rights is considered to be valid and irrevocable once TextMaster has made the payment of earnings agreed with the Author. This payment is considered to be confirmed once the Client has approved the Content.
It is also understood that the rights to and the source files for the translation memories and glossaries provided are assigned exclusively and irrevocably, and that the Author will refrain from subsequently using said translation memories and glossaries for his/her own purposes of those of his/her clients, other than on behalf of the Client that made the Initial Request, under penalty of damages.
8. TextMaster's Responsibilities
TextMaster declines all responsibility for the Content produced, proofread, or translated through its Services. If necessary, TextMaster will transmit the details of an Author responsible for offensive Content to the appropriate authorities.
9. Accessing the Services
You are not authorized to access the Service through an automated system. Monitoring, copying, or diverting the use of the service using robots, spiders, or other automated data recovery systems of is forbidden without our formal written authorization (exceptions are made for all search engines and not-for-profit public archiving systems).
Creating accounts with robots or any other automated system is forbidden.
It is understood that an Author may connect to TextMaster anywhere and at any time. Authors are not subject to any technical or geographical constraints when it comes to using their abilities via the services provided by TextMaster;
Access to the projects offered by TextMaster's Clients are based on the principle of 'first come, first served'. When a Client posts a new project, it will be offered to the Authors whose profiles correspond to the Initial Request. The first one of these Authors to accept the project will have the right to work on the Service;
The Author must never use automated tools of any kind for producing, proofreading, or translating any Content.
10. Account Closure and Suspension
10.1. ACCOUNT CLOSURE INITIATED BY THE AUTHOR
You may close your account at any time, by sending us your request via the contact form;
If your account is closed, the acquired earnings available on your account will be paid, regardless of their amount, except in the event of fraudulent behaviour or violation of these Terms.
10.2. ACCOUNT SUSPENSION OR CLOSURE INITIATED BY TEXTMASTER
In the event of a breach of the Terms, failure to meet deadlines or to produce Content of the expected quality, inappropriate behaviour with a Client, or a general misuse of the Services, TextMaster reserves the right to suspend or even close completely the account of the Author concerned. The acquired earnings available on the Author's account may then be partially or totally lost, regardless of their amount, based on TextMaster's assessment of the severity of the situation. The Author will also be liable to legal action and claims for reparations and damages, according to the nature of the violation.
11. Author Responsibilities
You agree to indemnify and defend TextMaster and its employees, directors, subsidiaries, and partner companies and to clear them of any responsibility in the event of claims or litigation arising as a result of your failure to carry out the Services properly, or of your failure to respect these Terms.
The Author shall be liable for all damage that may be caused by them to TextMaster, its employees, directors, subsidiaries and partner companies, and agrees to indemnify TextMaster, its employees, directors, subsidiaries and partner companies for any direct or indirect damage or loss they may suffer due to the Author's failure to meet his/her obligations.
The Author will therefore have an obligation to indemnify TextMaster, its employees, directors, subsidiaries and partner companies for the direct and indirect consequences of any claims or actions of any nature whatsoever, civil or criminal, that may be attempted or brought by a third party in connection with the Author's failure to carry out the Services properly or his/her failure to comply with these Terms, and the Author's liability may not be limited in any way or be subject to any compensation ceiling.
12. Intellectual Property
TextMaster holds all the property rights over TextMaster Services and the TextMaster website. No stipulation in these Terms gives you the right to use TextMaster's trade names, trademarks, service marks, logos, domain names, or any other of TextMaster's distinctive features.
You accept that when you use the Services, you will use no trade name, trademark, service mark, or logo belonging to a company or organization in such a way that it is likely to cause confusion, deliberate or otherwise, as to the owner or license holder of these marks, names, or logos.
13. General Clauses
TextMaster reserves the right to amend the Content and the specifications of the Services at any time, without prior notice.
You agree to receive emails from TextMaster, at the email address you provided on registration. You may change this address at any time on your user interface.
You accept that you are solely responsible for all activity on your account, and you agree to respect the current legislation when using the Services.
You agree not to copy, modify, or create a derivative work, decompile, reverse-engineer, or attempt in any other way to extract the source code of all or part of the Services, without having first obtained the express authorization of TextMaster.
If one of the clauses of these Terms is declared invalid by a court of competent jurisdiction, this clause will cease to apply, with no effect on the other clauses of the Terms, which will retain all of their force and scope.
These Terms are governed by Belgian law. You and TextMaster agree to submit all litigation arising from these Terms to the exclusive competence of the Brussels commercial court.
'TextMaster' is the property of TextMaster SA, Place Flagey 7, 1050 Ixelles, Belgium. Should you have any questions relating to these Terms, please contact us.