Terms & Conditions
This terms and conditions govern the relations between Bloomant & Company Ltd, Freelance Writers, and Clients concerned and all mattes related to all tasks and processes.
1. DEFINITION OF TERMS/INTERPRETATION OF TERMS
a. “The Company” refers to Writeleaders and Bloomant & Company Ltd.
b. “Freelance writer” shall refers to individuals or enterprise writers, regardless of nationality, who were commissioned by the Writeleaders websites of Bloomant & Company Ltd, or are considered to agreed to have these terms and conditions.
c. “Client” refers to a third person, regardless of nationality, commissioning the writing services of the company. The company shall match the Client with the Freelance Writer qualified for the assignment by sending of offers to the latter.
d. “This contract” refers to these terms and conditions.
e. “Individual Agreement” refers to the specifications for an assigned write-up to be provided by the client to the Freelance writer through e-mail, telephone conversation or any other manner convenient to the client.
f. “Offer of Assignment” shall refer to the assigned tasks to be given to each Freelance Writer which shall include a brief description of the work/writing to be done and information about the client.
g. “Assignment of Works” refers to the act of surrendering to the company the writings , created advertisements creating works, and other productions written by the freelance writers.
h. “Registration” refers to a confirmation that the freelance writer agreed to accept the 'Assignment of Rights over the Works'.
These Terms and Conditions are formulated in order to govern the relations between the Company and the Writers specifically on the Assignment of Rights over the Works. This contract contains provisions on offers of works, performance of assigned tasks, remuneration, damages, confidential information, lent assets and intellectual property rights which the Freelancer must at all times abide by.
3. ASSIGNMENT OF WORKS
Details of the assignment shall be sent through an “offer” to be provided by the Company to the Freelance Writer. This shall include work product, date of delivery, place of delivery, workplace and other necessary matters.
4. INDIVIDUAL AGREEMENT
The company shall provide offer of assignments to the Freelance writers. These offers shall include a brief specification of work and client’s details. If in case the Freelance writer and the client entered into an “individual agreement”, such shall be effective when presented to the company. If the Freelance Writer failed to response to the offer within a period of 3 days, they are presumed to have agreed to such offer.
5. EFFECTIVITY OF INDIVIDUAL AGREEMENT
When an individual agreement exists at the expiration date of this contract, the individual agreement shall remain effective, and the Freelancer is expected to follow the provisions in this contract on points not determined in the individual agreement, unless otherwise agreed by the Freelance Writer and the Client.
6. CONDITIONS IN INDIVIDUAL AGREEMENT
Conditions in individual agreements are determined after consultations or by requests from clients. The content is at the time given after a reception of the 3 day offer from the Company. If there is any contradiction between this contract and the conditions in individual agreement, the latter shall be given priority over the terms in this contract.
7. DELIVERY AND INSPECTION OF WORKS
a. The Freelance Writer is expected to complete the assigned task and deliver all the finished works to us based on this contract and individual agreement.
b. The Freelance Writer shall assure that all the finished works meet the specifications which were presented and confirmed to in the individual agreement. The Freelance Writer shall take full responsibility over any defect in the finished work and shall be liable to the Company and to the Client.
c. The Freelance Writer shall be allowed to request for an extension of the date of delivery of the finished work in cases of natural disasters or other unavoidable circumstances upon notice to the Company. However, the period of such extension shall be determined by the Company after a consultation between the client and the Freelance Writer.
d. In case of non-performance or non-delivery of works at the agreed delivery date by reasons attributable to the Freelance Writer, they shall provide a written explanation to the Company and shall follow the instructions to be given to him. But, if in case such non-performance, non-delivery or delay in delivery due to the writer’s fault has caused any damage to the Client and the Company, the Freelance Writer shall have the obligation to compensate said damages.
e. The products/finished works shall be delivered on the date agreed as set by the Company.
f. The Company shall inspect all delivered products/finished works. A consignment of said works is completed at the time when it passes an inspection as designated in this contract. All the rights over the works are transferred to the Company at the time of the completion.
g. When a delivered product/finished work fails to pass an inspection designated in par. e and f, the Company shall inform the Freelancer of such failure and he shall take measures to rewrite the work and to immediately follow the instructions given to him by the Company.
h. Initially, an assignment of works doesn’t require any delivery of products/finished works. The assignment of works is completed by an achievement of goal set by the Company. When the work done doesn’t achieve the goal as set, the Freelancer shall perform or redo the work until said goal is achieved.
8. PERFORMANCE OF ASSIGNED WORKS
a. The Freelance Writer shall report to the Company regarding the progress of the assigned works.
b. The Company has the right to inspect the progress of the assigned works if necessary.
c. In case any of the following events occur, the Freelancer has the obligation to report the same to the Company and to immediately follow the their instructions regarding:
i. Stain, damage, theft, loss, fire, other fortuitous events, which may affect performance of the assigned works;
ii. When the Freelancer cannot complete the assigned works or failed to deliver the same for any reasons;
iii. For any reason, the Freelancer cannot deliver the finished work on the agreed delivery date or there is delay in the delivery;
iv. When the Freelancer found out that the work to be done is disadvantageous to the Company;
v. When a product was found to infringe third-party rights.
d. The Freelancer shall perform the assigned works responsibly. In case of accident, he shall be required to report the same to the Company and to follow their instructions. However, the Freelancer shall be fully responsible for the accident except when said accident was caused by the Company’s own action.
9. WARRANTY AGAINST DEFECTS
When defects are found within one year from completion of the assigned works, the Freelancer shall replace the products at his expense or revise the products for free by the date as designated by the Company unless a contrary agreement exists.
10. COST ALLOCATION
The Freelancer shall bear all costs accrued to perform the assigned work except for those to be shouldered by the Company as agreed upon in consultations between the parties.
11. OWNERSHIP OF RIGHTS
a. Copyrights (including all rights mentioned in Copyright Law of Japan 21~28 ), other intellectual properties, and all other rights of products belong to the Company unless an agreement to the contrary exists. In return, the Freelancer shall receive emoluments for the finished work as designated in Par. 13 of these terms and conditions. Once submitted, the Company can freely replicate, adapt, modify the products, use, license and transfer the rights over the same. The Freelancer understood that he does not exercise any rights of author, rights of performer, and portrait rights against our action. The Freelancer also cannot claim rights or demur said rights for any other reasons.
b. The Freelancer shall assure that the products do not infringe on copyrights, portrait rights, and all other rights of third parties (including reprint and reversion). When a third party claim rights is filed against the company or when an infringement of copyright claim is filed against a client, the Freelancer shall be liable to the Company or the Client at his own expense.
12. LENT ASSETS
a. Lent materials, equipment, other tools (font, application and so on), shall be managed and utilized by the Freelancer who shall exercise the diligence of a good custodian, and return the same with their replications to the Company immediately after the utilization.
b. The Freelancer shall have custody of the lent assets until the same is returned to the company on a designated date and by a measure designated when this contracts or terms and conditions terminates. Likewise, the Freelancer shall have custody of lent data assets and shall exercise the diligence of a good custodian over the same within a period agreed upon by the parties.
13. REMUNERATION FOR PERFORMANCE OF WORKS
a. The remuneration for each work done is paid to you through oDesk payment system unless you have a bank account in Japan. When you choose oDesk, payment will be done after getting the client approval. When you choose a bank transfer in Japan, the remuneration closes at the end of each month, and is paid by the end of the following month once the reward balance reach 5,000 yen. The mode of payment is paid to your account by bank transfer or remittance. However, the closing date and payment date can be changed after consultation between the Freelancer and the Company.
b. Consumer tax rate applies a rate in Japan at payment date, and the Company shall pay an equivalent amount of the tax in addition to remuneration for the performance of works.
c. The Freelancer shall shoulder the bank transfer fee. The Company shall deduct the equivalent amount from the remuneration for performed works.
The Freelancer is allowed to reconsign a part of consignment of works to a third party by obtaining prior approval from the Company and he shall be responsible for the work of such third party.
15. CONFIDENTIAL INFORMATION
a. Confidential information shall refer to any document, drawing, idea, know-how, program source, information (including dates) which the Freelancer obtained from the Company or the latter’s clients.
b. Confidential information shall include but not limited to:
i. Information that the Company or its clients do not disclose publicly;
ii. Clients’ personal information;
iii. Information about the Company’s management policies which remain to be undisclosed to third parties;
iv. Information and other things giving disadvantage to the Company or it’s clients by disclosing the same to third parties.
c. Personal information refers to all information about third party’s attributes which shall include but is not limited to the name, address, telephone number, gender, age, date of birth, job, credit card number, and member number of third party, which enables the identification of any individual by itself or combination of them.
d. The following information shall not be considered confidential:
i. Information or matters already known the public at the time when the Freelancer obtained the same;
ii. Information or other matters which became publicly known after the time the Freelancer obtained the same without any fault attributable to him;
iii. Information or other matters can be proven to have been developed originally.
iv. Information or other matters which the parties agreed to exclude in writing from confidential information.
e. When the Freelancer is an enterprise, company, or group of writers, they shall select a person in charge of managing confidential information. The Freelancer shall perform acts that seek the protection of confidential information such as the development of internal rules necessary to protect the same and education of employees. The Company shall have the right to ask for a report development of internal rules and situation of employees education as necessary.
f. The Freelancer shall not be allowed to transcript, copy, duplicate, destruct, alteration, disclose or leak information to third parties without prior written approval from the Company.
g. The Freelancer is not allowed to use confidential information for any other purpose other than the performance of assigned works or utilize it for his own advantage.
h. The Freelancer must take the best safety measures against illegal access to confidential information, loss, destruction, manipulation, and leak of confidential information.
i. The Freelancer shall have the obligation to return items and materials (including copy) to the company at the end of this contract or as needed by the Company. Likewise, the Freelancer must delete confidential information of data after returning the same to the Company.
j. The Freelancer may not browse and use personal information for any purpose other than as designated unless prior approval is obtained from the Company.
k. The Company shall perform an on-site investigation on the Freelancer’s management conditions of confidential information if needed.
16. COMPENSATION FOR DAMAGE
The Parties agree to compensate each other for damages which were caused to the other upon performing obligations based on this contract and individual agreement.
17. EFFECTIVITY/DURATION OF THIS CONTRACT
This contract shall remain effective within a period of one year from the confirmation of registration. This contract shall be automatically renewed for another year under the same conditions in case there is no notification of termination was received from either party.
a. The Freelancer warrants that:
i. He is not a member of crime syndicate, enterprise and organization related to crime syndicate;
ii. He does not use antisocial forces;
iii. He does not provide funds to antisocial forces, corporate with operation and maintenance of them, and are not involved with them.
b. This warranty shall likewise apply to third parties in case of reconsignation of work.
19. CANCELLATION OF CONTRACT
a. Either of the parties can cancel all or part of this contract and individual agreement without notice to the other party in cases of:
i. When either party violates this contract or individual agreements but does not correct the violation during a fixed period agreed upon by them;
ii. In case when either party reasonable knows that it is impossible for the other to accomplish consignment of operations continuously;
iii. In case when the quality of products is significantly low or it decreases significantly, and is not improved unless our request for improvement is performed;
iv. In case when either party performed an act that caused damage to the other party or caused a disadvantage to the other;
v. When either party receives allegations of procedures or filed for bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings and etc.;
vi. When either receives compulsory execution, allegations of auction, temporary restraining order, and delinquency dispositions;
vii. When either party gets punishments for cancellation or seizure of business from regulatory agencies;
viii. In case of dissolution, merger or transfer of all or the important part of the business.
b. Cancellation of the contract they does not preclude the injured party from seeking compensation for damages suffered.
20. EFFECTIVITY OF CLAUSES
a. Provisions on WARRANTY AGAINST DEFECTS, OWNERSHIP OF RIGHTS, LENT ASSETS, CONFIDENTIAL INFORMATION, COMPENSATION FOR DAMAGE, CANCELLATION OF CONTRACT, DIRECT DEALING, and JURIDICTION CLAUSE remain in effect after termination of this contract.
21. CONFIRMATION OF THIS CONTRACT
a. Both parties confirm that this contract is not a mutual promise of concrete or continuous consignment of works;
b. Both parties confirm they are independent parties in every respect, and that no employment relationship arise between them based on this contract or individual agreement;
c. The Freelancer agrees that the Company may revise any provision in this contract after notice of such revision is displayed on the Company’s website.
22. DIRECT DEALING
a. The Freelancer is not allowed to conclude a consignment of works nor solicit for work outside of the Company’s website during the effectively period of this contract and until within five years after termination of this contract. However, this does not apply if the Company consents to such direct dealing.
b. If the Freelancer acts contrary to this provision, he shall be prohibited to use any of the company’s resources and/or operations. The Freelancer shall likewise be liable to pay damages caused to the Company for reasons of direct dealing.
23. CONSULTATION MATTERS
In case of doubt as to the interpretation of the terms in this contract, the parties shall endeavor to resolve the same through active consultation.
24. JURIDICTION CLAUSE
The parties agree that in case of dispute over the provisions in this contract or individual agreement shall be resolved exclusively by Utsunomiya District Court.
25. GOVERNING LAW
The governing law relating to this agreement shall be the law of Japan.