Ad Hoc Assignments Terms & Conditions

1.   Responsibilities

In connection with Asign’s provision of the Services, Asign has the following responsibilities:

1. Provides the Interpretation Services (the “Services”) using personnel with industry standard skill, experience, and qualifications, and will ensure that the Services are delivered in a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services.
2. Ensures that all interpreters booked through Asign are qualified professionals and members of our professional organization, Canadian Association of Sign Language Interpreters (CASLI) and / or the Westcoast Association of Visual Language Interpreters (WAVLI) capable of performing the specified task to which they are assigned.
3. Discloses to the Customer if an interpreter does not meet the requirements of an assignment, such as an apprentice or interpreter with less experience in the assignment realm.
4. Holds all assignment-related documentation in confidence and ensures all relevant information is shared with the interpreter(s).
5. Briefs the Customer on how to work effectively with interpreters.
6. Informs the Customer promptly if an interpreter is not available and explores alternative options with the Customer.
7. May recommend conversion of a Scheduled VRI appointment to an in-person/on-site interpreting appointment or vice-versa based on factors that contribute to best practices in the field of interpretation and the optimal experience for the consumers of our services. Ensures proper working conditions for the interpreter, which includes promoting an adequate working environment, briefing the client about the interpreter’s needs, providing the required number of interpreters or team of interpreters, if applicable.
8. Respects and adheres to the CASLI and / or WAVLI Code of Ethics and Guidelines for Professional Conduct (CoEGPC) and respective industry standards.
9. Invoices Customer within a reasonable timeframe or according to established agreement between the parties.

In connection with Asign’s provision of the Services, the Customer has the following responsibilities:  

1. Informs Asign of any known risks to the interpreters and provides any advice, protection and safety measures generally available to participants in the interpreted event. The interpreter(s) should never be forced to enter a situation that poses a risk to their health and well-being.
2. Provides all protection and safety measures generally available to participants to the interpreter(s).
3. Recognizes that interpreters follow a Code of Ethics and Guidelines for Professional Conduct. Please refer to the CASLI and / or WAVLI websites for respective industry standards.
4. Provides as much information as possible about the assignment such as background, common acronyms, agenda, pre-recorded content, and speaker’s notes to assist the interpreter in familiarizing with the subject and topic of discussion.   This is required at least 72 hours prior to your event. (Pre-recorded videos are required one week in advance.)
5. Ensures sufficient time is scheduled for the session including security and safety screenings, technical testing, set up and adequate breaks.
6. Seeks prior permission from Asign if the interpretation will be broadcast, recorded, archived, and/or posted to a website/social media as there may be additional charges. Panning across the interpreter(s) is acceptable without prior consent and does not incur additional fees.

2.   Fees and Expenses

1. In consideration of the provision of the Services by Asign and the rights granted to Customer under this Agreement, Customer shall pay the applicable fees (the “Fees”) set forth in the Service Listing which is in effect during the performance of the Services. Payment to Asign of such fees shall constitute payment in full for the performance of the Services.
2. Fees shall be invoiced to the Customer by Asign after Services are rendered, where payment of such Fees and invoice shall subsequently be paid within thirty (30) business days of receipt by the Customer.
3. Fees may be adjusted from time to time by Asign for subsequent arrangements.
4. Modifications to your meeting such as structure, number of participants, event requirements, dates, and times may incur additional charges.  Overtime for hourly assignments is billed in 30-minute increments beyond the allotted scheduled time. Overtime for conference rate assignments is billed at the conference coordination rate per additional hour. Rescheduled flights or train bookings due to weather disruptions or assignment changes will be invoiced at 100%, when applicable.
5. Customer shall be responsible for all goods and services, harmonized sale, sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local governmental entity or regulatory authority on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Asign’s income, revenues, gross receipts, personnel, real or personal property or other assets.
6.  All late payments of Fees or invoices shall bear interest at the lesser of the rate of 5% per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Asign for all costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under this Agreement or at law (which Asign does not waive by the exercise of any rights hereunder), Asign shall be entitled to suspend the provision of any Services if the Customer fails to pay any Fees when due hereunder and such failure continues for five (5) business days following written notice thereof.

3. Cancellation

Cancellations are invoiced as follows:  

1. For ASL-English Interpretation events required for one day or less, cancellation with less than 2 full business days’ notice by 5 pm ET will be invoiced at 100%.
2. For events requiring services spanning two days or longer, cancellation with less than 10 full business days’ notice by 5 pm ET will be invoiced at 100%.
3. For LSQ-French Interpretation, cancellation with less than 10 full business days’ notice by 5 pm ET will be invoiced at 100%.
4. When both ASL & LSQ Interpretation services are required, the cancellation fee for both services will revert to the LSQ-French Interpretation cancellation policy listed in 3.1.

4. Term

1. The term of this Agreement (the “Term”) shall commence as of the date set forth above and shall terminate upon the completion of the one-time event. Both parties agree to fulfill their respective obligations during this period, and upon event completion, this agreement shall automatically terminate.
2. Notwithstanding a termination pursuant to Section 4.1 or anything else in this agreement, the rights and obligations of the Parties set forth in this Section 4, and any subsections thereto, and any right or obligation of the Parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. In the event of any termination hereunder, the Customer’s sole responsibility with respect to fees and related authorized expenses shall be to pay those fees and related expenses earned or incurred through the termination date.

5. Confidentiality

1. In the course of performing the Services, Asign and its personnel shall be privy to the personal, private, and confidential conversations of the Customer or its designated users, and Asign undertakes and agrees to strictly treat all such conversations as “Confidential Information”, and shall:
   1. protect and safeguard the confidentiality of Confidential Information with at least the same degree of care as Asign would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
   2. not use Confidential Information, or permit it to be accessed or used, for any purpose other than for Asign to perform the Services and its obligations under this Agreement; and
   3. not disclose any such Confidential Information to any person or entity, except to the extent permitted by the party that has disclosed the Confidential Information.
2. Asign shall not be bound to protect Confidential Information in the event that it:
   1. is or becomes generally available to the public other than as a result of Asign’s breach of this section;
   2. is or becomes available to Asign on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or
   3. was in Asign’s possession or knowledge prior to disclosure.
3. If Asign is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify the Customer of such requirements to afford it the opportunity to seek, at Customer’s sole cost and expense, a protective order or other remedy. For the purposes of this Section, Asign shall include its employees, officers, directors, shareholders, agents, independent contractors, service providers, subcontractors, and lawyers.
4. Upon termination or expiration of this Agreement, ASIGN shall: a) promptly return all originals, copies, reproductions and summaries of the Confidential Information furnished by Customer; and/or b) at Customer’s option, destroy or delete the Confidential Information. In the event of such destruction or deletion, ASIGN shall certify in writing to Customer, within ten (10) days, that such destruction or deletion has been accomplished.
5. This Agreement contains Asign’s proprietary and confidential information and may not be copied, published, distributed, communicated or transmitted, in whole or in part, by any medium or in any form without Asign’s prior written consent.

6. Personal Information Protection

1. For purposes of this Agreement, the term “Personal Information” shall mean information that may be used to identify an individual, irrespective of the medium in which it is collected, used, disclosed or stored, including, but not limited to, names, dates of birth, medical or financial information or government issued identifiers. Asign acknowledges and agrees that, in the performance of its obligations under this Agreement, Asign may have access to Personal Information of its client’s customers, claimants or employees. Asign shall comply with all applicable laws and regulations respecting the privacy and protection of Personal Information. In addition, Asign specifically agrees that:
   1. Asign shall collect, use and disclose Personal Information solely for the purposes of providing the Service, and for no other purpose;
   2. Asign shall not make or allow to be made any copies of the Personal Information, except as necessary to fulfil Asign’s obligations hereunder; or
   3. Asign shall require that each officer, director, employee, agent, subcontractor or other third party who obtains access to Personal Information shall do so only on a need-to-know basis, only for the purposes of providing the Services to its client, and only after each such individual or entity agrees to written terms and conditions regarding access to, use of, or disclosure of, Personal Information at least as stringent as the terms contained herein.
2. Asign shall promptly forward to its client any requests received from individuals or regulators for information regarding treatment of Personal Information by Asign in the performance of the Services. Asign shall cooperate with and comply with any requests or instructions issued by any privacy or data protection authority, including the Canadian Privacy Commissioner, provided that, to the extent not prohibited by applicable law, Asign first notifies and consults with its customer with regards to any such requests or instructions.

7. Indemnification and Limitation of Liability

1. Each Party agrees, at its sole expense, to indemnify, defend and hold harmless the other Party, its affiliates and Subsidiaries, and all their respective officers, directors, agents, employees and contractors (collectively, the “Indemnified Parties”), from and against any and all actions, suits, proceedings, judgments, settlements, losses, claims, damages, costs or liabilities, including reasonable attorneys’ fees and costs of suit (collectively, “Claims”) which the Indemnified Parties may incur or suffer as a result of the indemnifying Party or  its Personnel’s acts or omissions in the performance of Services under this Agreement, including, but not limited to, any Claim (i) related to death, bodily injury or damage to tangible property; or (ii) that the Services infringe any intellectual property rights of a third party.
2. Each Party shall be given the opportunity to participate in the defense of any such Claims; however, it shall not have any right to control the defense, consent to judgment, or agree to settle any such Claims; except with the written consent of the other party.  Each Party shall reasonably apprise the other Party of all significant developments relating to the defense of the Claims.  Additionally, the indemnified Party shall reasonably cooperate in the investigation and defense of any such Claims, at the other Party’s expense.
3. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT [OR LOSS OF DATA OR DIMINUTION IN VALUE], OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
4. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ASIGN PURSUANT TO THIS AGREEMENT IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. General Provisions

1. This Agreement, including and together with any attachments, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
2. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
3. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
4. This Agreement shall ensure to and benefit the Parties hereto and their permitted successors and assigns.  Neither Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
5. Neither Party shall be liable to the other party for non-performance or delay in performance of any of its obligation under this Agreement due to causes reasonably beyond its control including, but not limited to, fire, flood, epidemic, natural disasters, unavoidable accidents, governmental regulations, war, riots and insurrections, provided however, that strikes, lock-outs, labor trouble, other industrial disturbances and lack of raw materials are expressly excluded. The list of force majeure events set forth in the previous sentence is not exhaustive, and the principle of ejusdem generis is not to be applied in determining whether a particular act or event qualifies as a force majeure event.  Upon the occurrence of such a force majeure condition, the affected Party shall immediately notify the other Party with as much detail as possible and shall promptly inform the other Party of any further developments.  The Party so affected shall use its best efforts to avoid or remove such cause of nonperformance and shall continue performance as soon as practicable.  Immediately after the cause is removed, the affected Party shall perform such obligations with all due speed. Should any event of force majeure continue for fifteen (15) days or more, one Party may terminate Agreement upon notice to the other party and without penalty.
6. No Exclusivity.  The Parties agree that nothing in the Agreement should be construed as creating an exclusive relationship between them.  The Parties acknowledge and agree that this is a non-exclusive agreement that does not prevent either party from obtaining Services from, or providing Services to, any other party.
7. The Confidentiality, Representations and Warranties, and indemnification obligations hereunder, and any other provisions under this Agreement that by their nature are intended to survive termination shall survive termination or expiration of this Agreement.
8. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
9. This Agreement, including all attachments, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of province of Ontario and the federal laws of Canada applicable therein without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the province of Ontario and Canada.
10. This Agreement may be executed by the Parties in counterparts and may be delivered by facsimile or other means of electronic communication and all such counterparts, taken together, shall constitute one and the same agreement. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.

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