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Would you sign this contract???
Thread poster: Minna Wood MITI (Purring CAT Ltd.)

Minna Wood MITI (Purring CAT Ltd.)  Identity Verified
United Kingdom
Local time: 04:31
English to Finnish
+ ...
Aug 1, 2008

I have my doubts with this so I thought I ask for your opinions. Would you sign a contract with a translation agency that includes the following clauses?

"4. Additional Obligations of Translator
4.1 The Translator is strongly advised to take out personal professional indemnity insurance to cover all losses arising in the event of any error made by him/her. Acceptance by the Company of work from the Translator shall not be deemed to imply any responsibility on the part of the Company for the accuracy of such work (which shall be the sole responsibility of the Translator) and accordingly the Translator shall indemnify on the part of the Company against all losses, cost, claims and expenses arising directly or indirectly from the inaccuracy of such work.

5. Standard of Work
Work undertaken by the Contractor shall be produced to such standard (in all respects) as the Company shall in its absolute discretion consider satisfactory. Where any work does not meet such a standard then if in the opinion of the Company time allows the Company may without prejudice to its other rights (in its absolute discretion) give the Contractor one opportunity to bring the work up to the required standard. No extra fees shall be payable to the Contractor in such circumstances and the Company reserves the right to reduce the Contractor’s fee to cover the cost of any measures necessary in the opinion of the Company to bring the work up to such standard

9. Restrictions
The Contractor shall not (except with the prior written permission of a director of the Company) whether by him/herself or his/her agents:
9.3 for a period of three years from the date any work is assigned to the Contractor by the Company on behalf of any person other than the company carry out such work as was originally contracted to the Company by any client of the Company or any continuation of such work.

12. Indemnity
The Contractor shall indemnify and hold harmless the Company against all losses, costs, claims and expenses resulting directly or indirectly from any breach by the Contractor of the terms hereof."

Particularly, I have a problem with "...indemnify and hold harmless...against all losses, costs, claims and expenses" (mentioned twice in the contract!) as well as the clause 9.3 (three years is a long time, don't you think?). Also, they use the expression "its absolute discretion" (clause 5) a lot which, if I understand this correctly, sounds like they have a total freedom to decide my work is not up to their standard.

I have a prof. indemnity insurance (for £250k) but even then this sounds a bit harsh... Do you agree?

Thanks for your advice.
Minna


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Henry Hinds  Identity Verified
United States
Local time: 21:31
English to Spanish
+ ...
No Aug 1, 2008

I don't think you would sign it either.

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Claudia Alvis  Identity Verified
Peru
Local time: 22:31
Partial member
Spanish
+ ...
No Aug 1, 2008

"... in its absolute discretion consider satisfactory ..."

No need to explain.


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Juan Jacob  Identity Verified
Mexico
Local time: 21:31
French to Spanish
+ ...
A rope on your neck. Aug 1, 2008

Not a contract.

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Textklick  Identity Verified
Local time: 04:31
German to English
+ ...
Nope Aug 1, 2008

Sounds like these guys need to keep themselves covered in a big way.

Why?

Have they had problems in the past? Maybe from paying low rates, getting crap delivered, or not carrying out their business as one would expect a respectable LSP to do?

Food for thought.


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ViktoriaG  Identity Verified
Canada
Local time: 23:31
English to French
+ ...
Not in their wildest dreams would I ever sign this Aug 1, 2008

Acceptance by the Company of work from the Translator shall not be deemed to imply any responsibility on the part of the Company for the accuracy of such work (which shall be the sole responsibility of the Translator) and accordingly the Translator shall indemnify on the part of the Company against all losses, cost, claims and expenses arising directly or indirectly from the inaccuracy of such work.


Say what? Let me get this straight... You are liable for everything and they are not liable for anything? And to top it off, if they don't perform QA, you will have to pay? Naaaahhhhh!

Work undertaken by the Contractor shall be produced to such standard (in all respects) as the Company shall in its absolute discretion consider satisfactory.


Right. At their own discretion. This means that if they feel like it, they can declare your work unsatisfactory, even if it's not.

No extra fees shall be payable to the Contractor in such circumstances and the Company reserves the right to reduce the Contractor’s fee to cover the cost of any measures necessary in the opinion of the Company to bring the work up to such standard.


I really don't understand what makes these people think that they can set all the terms and conditions of a transaction wherein you sell them something and they buy something from you. In my mind, if anyone should be including such causes, it should be the other way around. I don't think they can reserve the right not to pay you or to pay you less. In fact, in many jurisdictions, such clauses are automatically void even when duly signed.

The Contractor shall not (except with the prior written permission of a director of the Company) whether by him/herself or his/her agents:
9.3 for a period of three years from the date any work is assigned to the Contractor by the Company on behalf of any person other than the company carry out such work as was originally contracted to the Company by any client of the Company or any continuation of such work.


This is becoming a standard - but I always refuse to sign it. I sign a confidentiality agreement, so that already prevents me from contacting their client for work. But if for whatever reason the client starts shopping for better/cheaper translations and they come across me and would like to work with me, I don't see why that client shouldn't be allowed to choose freely where he spends his money. In fact, this is something very reprehensible, because they are in a way forcing that client to stay with them no matter what. It's a free market. That they don't want you soliciting their client is normal - but that they have YOU sign paperwork that prevents THEIR CLIENT from ever working with you is hilarious. And even so, three years is a bit abusive - two years is the usual term in these parts.

I can't give you advice - I am not qualified and not authorized. But if I were you, I'd tell this agency to slack off the abusive clauses. I'd politely tell them "either drop those clauses or lose my phone number".

[Edited at 2008-08-01 23:51]


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Henry Hinds  Identity Verified
United States
Local time: 21:31
English to Spanish
+ ...
Insurance Aug 2, 2008

I always mention this when I see any mention of "professional indemnity insurance".

Does anyone know of any case where a translator has been sued for "professional indemnity"?

So far no one ever has mentioned one. Such insurance would appear to be a total waste of money.

Unless, of course, you also feel it is necessary to have insurance to protect you from being trampled by a herd of elephants.


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Garima  Identity Verified
Canada
Local time: 23:31
English to French
+ ...
No Never Aug 2, 2008

Why to sign a contract of such kind.This may mean that the agency would not like to pay full payment and make excuses and complain your work.
This is not accepted.We dont accept this as a reward to our hard work..This is wrong


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casey
United States
Local time: 23:31
Member
Japanese to English
What's the point of going through the agency? Aug 2, 2008

Why work for the lower price of agencies if you're going to have to bear the risks that an agency is supposed to bear?

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Amy Duncan  Identity Verified
Brazil
Local time: 00:31
Portuguese to English
+ ...
This is a joke Aug 2, 2008

My eyes popped out when I read this. Run, don't walk, to the nearest exit!

Amy


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chica nueva
Local time: 16:31
Chinese to English
Professional indemnity insurance, Europe Aug 2, 2008

Henry Hinds wrote:

I always mention this when I see any mention of "professional indemnity insurance".

Does anyone know of any case where a translator has been sued for "professional indemnity"?

So far no one ever has mentioned one. Such insurance would appear to be a total waste of money.

Unless, of course, you also feel it is necessary to have insurance to protect you from being trampled by a herd of elephants.


Yes, I have heard it is advisable for self-employed people in Europe. I cannot remember the circumstances and whether anyone was sued, but one mistranslation in an advertising document can result in sizable printing losses for the client, for example.

The contractor and agency share the risks in some way or other.

Several years ago on the advice of members working into Europe the NZSTI negotiated an arrangement with an insurance broker for professional indemnity cover for those members who wanted it.


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Tomás Cano Binder, CT  Identity Verified
Spain
Local time: 05:31
Member (2005)
English to Spanish
+ ...
Set a limit to the losses Aug 2, 2008

Minna Wood MITI (Purring CAT Ltd.) wrote:
"...the Translator shall indemnify on the part of the Company against all losses, cost, claims and expenses arising directly or indirectly from the inaccuracy of such work."


I see a problem with "indirectly". I think it is OK for us to be partly responsible of "direct" losses, like partly covering the costs of reprinting a document or correcting the errors in case there is a demonstrable mistake that completely changes the meaning of something or poses some risk when using the translation.

But the problem is "indirectly". I would:

a) Ask the company to remove the "indirectly", as you cannot cover the losses if some operator turns a switch the wrong way because of your translation and causes an accident. Any court will accept the fact that end users must have enough knowledge of their trade and the machinery and devices they use as to notice that the manual contains a mistake.

b) Agree a set limit in the agreement for these losses, costs, etc. It could be the price you were paid for the job, or a fixed limit that does not mean you have to sell your home to pay the losses. Something like, for instance, Eur 5.000 sounds reasonable enough to me to cover losses caused by an unintentional wrong translation.


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Tomás Cano Binder, CT  Identity Verified
Spain
Local time: 05:31
Member (2005)
English to Spanish
+ ...
No contact initiated by you; initiated by the end-customer is OK Aug 2, 2008

Minna Wood MITI (Purring CAT Ltd.) wrote:
9.3 for a period of three years from the date any work is assigned to the Contractor by the Company on behalf of any person other than the company carry out such work as was originally contracted to the Company by any client of the Company or any continuation of such work.


No, this is not acceptable. First, three years is too much. One year sounds fair enough to me.

And second, your contract with the MLV should only reflect that you will not contact the end-customer or offer your services to them directly or indirectly while you are working for the agency. If they happen to contact you searching in a service like Proz or by any other directories, no court will find that you have breached your confidentiality clauses.


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Giuseppina Gatta, MA (Hons)
Member (2005)
English to Italian
+ ...
No Aug 2, 2008

I received something very similar from a U.S. agency about one year ago. I obviously refused to sign this "contract" (which is a real rope on your neck, as somebody already said).

Giusi


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Richard Bartholomew  Identity Verified
Germany
Local time: 05:31
Member (2007)
German to English
amend and send Aug 2, 2008

No, I would not sign it as is. Why not try this: amend the contract so that it is acceptable to you and email/fax/mail a copy back to the agency. Tell them that these are your terms. If they are acceptable to the agency, then you can do business. If not, then you won't waste any more of their time. Next customer please...

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