Guide-Interpreter_Tourist/Guide Interpreter Service Outsourcing Basic Contract + Individual Contract

[Interpreter-guide_Tourist/Interpreter Guide Service Outsourcing Basic Contract + Individual Contract]

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★This is a contract template for travel agencies, land operators, etc. to outsource tourist guide and interpreter guide services to external professionals (such as guide-interpreters).
→Those contracted to provide tourist guide and interpreter guide services will provide tourist guide and interpreter guide services to tourists.

[About the interpreter guide system]
Anyone who wishes to engage in the business of accompanying foreigners and providing travel guidance in a foreign language for remuneration must pass the Licensed Guide-Interpreter Examination administered by the Commissioner of the Japan Tourism Agency and be registered by the prefectural governor.

On the other hand, given that the number of foreign tourists visiting Japan has increased rapidly and is expected to increase further in the future, it is virtually impossible to ensure the quantity and quality of interpreter guides under the current system of guide-interpreters. Therefore, the current system of guide-interpreters is being reviewed.
Reference (Japan Tourism Agency website: Interpreter Guide System)
http://www.mlit.go.jp/kankocho/shisaku/kokusai/tsuyaku.html

[Contract for business outsourcing, employment contract]
*This contract is not an "employment" but rather a "self-employed" contract in which an external expert (such as a guide-interpreter) performs services for you. (This is a "service outsourcing contract" rather than an "employment contract.")

Note: If the working hours are long and the contract is exclusive, it may be considered to be employment. If it is an employment contract, an employment contract must be prepared in accordance with the Labor Standards Act.

[Basic contract, individual contract]
★This is a set consisting of a "Basic Instructor Service Outsourcing Contract" and an "Individual Instructor Service Outsourcing Contract."
→Remuneration and expenses for regular instructor duties are set forth in a separate document, and remuneration and expenses for other duties will be set forth in an individual contract.
→ Samples of the "Attachment" and "Individual Contract" are attached at the end.

→The "basic contract for business outsourcing" defines the work to be provided on an ongoing basis and sets out the basic conditions/remuneration for that work.
On the other hand, by making it possible to use "individual contracts," when the content of the contract becomes temporarily special/complex or the workload becomes large, the work can be outsourced/contracted separately and individual remuneration can be set in addition to the basic remuneration.

[Reference: Our office website]
Inbound: Tourism business transaction design, drafting contracts and terms of use
https://keiyaku.info/tourism_act01.html
Regarding contracts with sole proprietors: "How to make a contract with an individual a legal business contract"
http://keiyaku.info/ukeoi03.html

[Other contract templates related to the tourism and travel industry]
Travel-related business outsourcing: Basic contract + individual contract sample (solicitor contract, solicitor contract)
http://akiraccyo.thebase.in/items/621580

★ Clauses included in the "Interpreter Guide - Tourist and Interpreter Guide Service Outsourcing Basic Agreement"
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Article 1 (Purpose and content of commissioned work)

Section 1:
(1): This provision stipulates that the Contractor will "accompany customers designated by Party A and provide sightseeing and interpretation services at the locations, schedules, etc. set out in the Attached Specifications."
→Please refer to the end of the document for the attached specifications.

(2): This defines the business of planning and proposing tourism and interpretation guide services.

(3) stipulates "business related to planning, proposing, and implementing courses, seminars, curricula, etc. related to tourism and guided tours."

(4): This stipulates "other duties as separately determined in individual contracts."

→A sample individual contract (see end of document) is attached. This sample specifies the specific date, time, location, and topic of the lecture.

Clause 2: Schedules and dates will be determined separately.

Clause 3: Party B (instructor) will be required to use materials, consumables, facilities, office equipment, etc. as separately agreed upon by Party A and Party B.

Section 4:
In the case of ongoing contracts for outsourcing, it is useful to conclude a "basic agreement" for the convenience of administrative processing and the protection of claims, and the basic conditions that are applicable to general clauses and other individual contracts should be stipulated in the basic agreement.
→This contract is the "basic contract" for individual contracts.
→ Individual contracts will be created as necessary. Individual contracts will specify specific matters (e.g., lecture date, time, location, specific topic, etc.).

*It also states, "In the event that the individual contract contains provisions that differ from those of this Agreement, the individual contract shall, in principle, take precedence over this Agreement."
→Of course, it is possible to stipulate that "this contract takes precedence," but since it is more flexible to set out provisions in individual contracts that are tailored to the actual circumstances of each business, it is common to give priority to individual contracts, as in this proposal.

Section 5: This section stipulates that individual contracts may be concluded not only in writing but also by electronic means such as LINE or email.

Article 2 (complete agreement)

It has been confirmed that if there are any agreements between the parties made prior to this Agreement that "differ in content" from this Basic Agreement, the content of this Agreement shall take precedence.

→Even if you have previously entered into an employment contract or a contract for services with your company, if you enter into this contract, in principle this contract will take precedence.

Article 3 (Qualifications, Duty of Care)

Clause 1: This provision stipulates that the tourist/interpreter guide contractor (Party B) must be qualified as a guide-interpreter or other licensed person as a condition of entering into this contract. Copies of the registration certificate and certification must be submitted.

Paragraph 2: Generally, the performance of entrusted business is considered sufficient if it is performed with the care of a prudent manager (the so-called duty of care), just as in the handling of delegated affairs. "Duty of care" refers to the degree of care generally required in a person's occupation or social position.

Article 4 (Service fees, expenses, and payment methods)

Paragraph 1: The remuneration and expenses for the work described in Article 1, Paragraph 1, Item 1 (= accompanying customers designated by Party A and providing sightseeing and interpretation guide services at locations, schedules, projects, etc. described in the attached specifications) will be determined in the attached specifications, and the remuneration and expenses for other work will be determined in individual contracts.

Clause 2: Party B will issue monthly invoices.
(Please adjust closing dates and payment due dates to fit your routine.)

→Regarding payment methods, we have also included examples of other provisions that clearly state that payment will be made by transferring money to an account at a financial institution designated by Party B.

Article 5 (Responsibility for business execution)

Clause 2: In carrying out the work described in Article 1, Paragraph 1, Item 1 (i.e. accompanying clients designated by Party A and providing sightseeing and interpretation services at locations, schedules, projects, etc. described in the attached specifications), Party B shall comply with the contents of the attached specifications and Party A's instructions.

Clause 3: This stipulates that when Party B performs the services described in Article 1, Paragraph 1, Item 1 (i.e. accompanying customers designated by Party A and providing tourist and interpretation guide services at locations, schedules, projects, etc. described in the attached specifications), Party B will comply with the Anti-nuisance Ordinance and other various laws and regulations and will perform the services appropriately.

Article 6 (Attendance at meetings)

Article 7 (Liability for damages, exemption from force majeure)

Section 1: This is a typical example of a provision regarding compensation for damages.

★Alternative example 1 of paragraph 1 (additional proviso): This also includes an example of a provision limiting the scope of compensation for damages. (Please leave all or part of it, or delete it as necessary.)

★Alternative example 2 to paragraph 1 (proviso added): The provision also states that Party B will take out liability insurance in performing this contract and will be liable within the scope of that liability insurance.

★Alternative example 3 of paragraph 1: This also includes an example of a provision in which only Party B is obligated to pay a heavier amount of damages.

→ "Profit from performance" refers to the profit that would have been earned if the contract had been performed as per the contract.
→ "Profit from fulfillment" includes both "lost profits" and "expenses that would not have been incurred if the contract had been fulfilled."
→ "Lost profits"
For example, if Party B does not carry out the Services, this will be a default on Party B's part. In this case, the profits Party A would have earned if Party B had carried out the Services are called lost profits.
→ "Expenses that would not have occurred if the performance had been carried out"
When one party to a contract is forced to incur expenses because the other party fails to perform as agreed, this is an "expense that would not have been incurred if the contract had been performed."

[Scope of damages: Civil Code provisions]
If the scope of damages stipulated in the following article (Article 416 of the Civil Code) is excessive, the scope of liability for damages will be limited by contract.
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Civil Code Article 416 (Scope of damages)
1. The purpose of a claim for damages for breach of obligation is to obtain compensation for the damages that would normally arise from such breach.
2. Even if damage has arisen due to special circumstances, the creditor may claim compensation if the parties foresaw or could have foreseen those circumstances.
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Clause 2: If any dispute arises between Party A and the customer due to the performance of Party B's business, Party A may be required to pay damages. In that case, Party A will seek compensation from Party B.

Section 3: Provisions regarding exemption from liability for force majeure.

Article 8 (Confidentiality)

Paragraph 1: Stipulates Party B's obligation to maintain confidentiality towards Party A.
Section 2: Provides that certain information that must be excluded from confidential information is not included in confidential information.

Article 9 (Protection of personal information, customer information)

Clause 1: Because Party B handles personal information of Party A's staff, customers, and business partners, this clause sets out careful provisions regarding the protection of personal information.
Section 2: Regulations regarding the handling of customer information.

Article 10 (Prohibition of Transfer of Rights and Obligations)

This provision prohibits the assignment of rights and obligations arising from this contract. Under the Civil Code, creditors are free to assign their claims (Article 466, Paragraph 1), but they can make their claims non-assignable by adding a special clause prohibiting assignment (Article 466, Paragraph 2).

Article 11 (Validity Period)

* "From XX/XX/XX to XX/XX/XX" can also be written as "From the date of execution of this contract to XX/XX/XX" or "For one year from the date of execution of this contract."

*Please determine the validity period according to the actual situation.

*If you do not want the validity period to be automatically renewed, please delete the following: "However, if neither party expresses their objection at least three months prior to the expiration of the term, this contract will be automatically renewed for another full year, and the same shall apply thereafter." (Note that even if you delete this, you are free to enter into a new contract.)

Paragraphs 2 and 3 are provisions regarding cases in which early termination is permitted.
→ The notice period set at 30 days or more in paragraph 2 is in line with the notice period required when giving notice of dismissal when dismissing an employee.
→ It states that "By going through this procedure, Party B will be exempt from claims for damages from Party B regarding the termination of this Agreement." However, on the other hand,
If this procedure is not followed (if the contract is terminated without giving a reasonable period of advance notice), the other party will be liable to claim damages.

Article 12 (Termination of Contract)

This clause stipulates the contractual right to terminate the contract and also provides for the claim for damages. Under the Civil Code, the right to terminate arises if the other party fails to fulfill its contractual obligations (statutory right to terminate, Civil Code Articles 541 and 543). In addition to the statutory right to terminate, this clause adds grounds for termination by contract (items 1 to 13) and provides for termination without notice.

Article 13 (Exclusion of anti-social forces)

Article 14 (Discussion matters)

Article 15 (Governing Law and Jurisdiction)

"Attached Specifications"
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[Tourism and interpretation guide services]
The content of the work described in Article 1, Paragraph 1, Item 1, which Party A will entrust to Party B, is as follows:

□ ○○ tour course (required time: ○○ hours)

□ ○○ tour course (required time: ○○ hours)

[Reward]
The remuneration to be paid by Party A to Party B for the work described in Article 1, Paragraph 1, Item 1 shall be as follows:
□ ○○ Tour Course (required time: ○○ hours): ○○ yen (consumption tax will be added separately)
□ ○○ Tour Course (required time: ○○ hours): ○○ yen (consumption tax will be added separately)

When outsourcing work to a self-employed person, it is best to set the unit price for calculating compensation based on the work content and deliverables being outsourced, so as not to be considered an employment contract. (It is best not to base it on time, such as the number of hours actually worked = hourly or daily wage.) However, this alone does not make it an employment contract, and due to the nature of teaching work, compensation is set here according to the number of actual teaching hours.
*It is also possible to determine the amount of compensation based on the number of people attending the lecture, as shown below.
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Remuneration for the services described in Article 1, Paragraph 1, Item 1 shall be as follows:
Number of customers: XX tour course (required time: XX hours) Reward: 1 person XX yen (consumption tax not included)
2 or more people: XX yen (consumption tax will be added separately)
From ○ people to ○ people Price: ○○ yen (consumption tax will be added separately)
○ or more people To be determined through separate discussion
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[Transportation expenses]
The transportation expenses to be paid by Party A to Party B for the work described in Article 1, Paragraph 1, Item 1 shall be as follows:
□ ○○ tour course (required time: ○○ hours): ○○ yen (consumption tax will be added separately)
□ ○○ tour course (required time: ○○ hours): ○○ yen (consumption tax will be added separately)

★ Clauses included in the "Interpreter Guide - Tourist and Guide Service Outsourcing Individual Contract"
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Article 1 (Purpose of the Individual Contract)

Seminar lecturer duties

Article 2 (Date, time, place, theme)

Article 3 (Remuneration)

Article 4 (Costs)

Article 5 (Handling of matters not stipulated in the individual contract)
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* Includes annotations and comments. WORD file format, so you can customize it however you like.
★We also accept customization on our side (separate quote required).

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