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How binding is the PO? Can the client adjust after delivery?
Thread poster: Anthony Baldwin

Anthony Baldwin  Identity Verified
United States
Local time: 16:37
Member (2006)
Portuguese to English
+ ...
Jan 19, 2007

I have a question: How binding is a PO?
and, Is it lawful* for the client to ¨adjust¨ it after
I´ve delivered the project (thus, ¨adjusting¨ my invoice)?


I spent over two weeks, around the clock, weekends et al., ad infinitum, working on a rather long series of documents
for a client, which came to me in .pdf format, made from images, and not susceptible to OCR.
The client sent a PO with a word count and price, according to my rate, and I billed accordingly.
Now, a week after delivery, they have counted the target words, and are saying that I must
adjust and re-submit my invoice, and accept payment only 80% of what they quoted on their PO,
because the target count is considerably less than what, as they are now telling me,
was an ¨estimated¨ count shown on the PO.
The difference is nearly $1500.00.
I might add that a good portion of this work was done over the Christmas holiday (I even worked on Christmas Eve, Christmas itself, and New Years).
My feeling is, if I am to bill on the target count, this should be arranged before I accept the work,
and the PO should reflect that fact that it is only an estimate, and may, therefore, be adjusted.

At the same time, this client has kept me busy, with interesting and well-paying projects,
for a few months now, so I hate to complain. I enjoy their projects, they pay, and mostly on time,
despite a rather complicated invoicing procedure, and, in general, I have enjoyed working for them.
The truth is, in this instance I am unlikely to take any action, other than adjusting my invoice as they´ve requested and bite
the bullet (even though the difference was going to pay for the Mrs. and I to have a little
getaway for our anniversary, for which I´d already made plans, and informed her...And which I
truly deserve, having worked around the clock for months on end without a break.
I haven´t had a vacation in several years).
Alright, enough venting...the real heart of the matter is, at least for future reference,
do I have a right to claim full payment of the original PO in such instances,
having delivered the project according to the contract?

*(in the USA)

[Edited at 2007-01-19 17:30]


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Patricia Rosas  Identity Verified
United States
Local time: 13:37
Spanish to English
+ ...
POs are not commitments to pay a given amount Jan 19, 2007

I can understand your frustration, but in my experience, POs are "upper limits" of what can be paid, but with a % leeway for going over the stated amount. However, a PO is not a commitment to pay the stated amount.

Payment made is based on the work that was actually done. In one case that I just double checked, I was able to submit an invoice for more than the PO because I had, indeed, done extra work (and it was covered in the "leeway" amount). In several other cases, I invoiced for less than the stated amount--again, based on the reality of the work that was performed.

On the other hand, I do think that it's odd that they would give you an estimate that was so far off the mark, and not let you know that it was a "wild guess". Do you have any way to corroborate the count that they are giving you?

If you can't get paid for the full amount, I'd try to console yourself by remembering that you did get paid for what you translated at your requested rate. So, even though you slaved through the holidays, wouldn't you have done that had you had the precise count in the first place?

I hope things work out in your favor, but I wouldn't risk losing a good client over this.


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Lawyer-Linguist  Identity Verified
Portugal
Local time: 21:37
Dutch to English
+ ...
Three questions (for starters) Jan 19, 2007

Hi Anthony,

Sorry to hear about your situation.

Three quick questions:

1. Is this the first project you've had involving PDF (or other hard copy) projects for this client?

If not, have you compared what your PO specifically stated on that/those occasion(s) and what you actually accepted in those cases? In other words, any precedents?

2. Do these clients have a set of general terms and conditions that govern their business relationships and that are maybe referred to somewhere on your PO?

3. How far are you located from these clients? I understand what you say about not wanting to rock the boat but in my experience as a lawyer things are often best sorted out tactfully and face-to-face, rather than over the phone and/or e-mail.

I'll check in later to see if you've had a chance to reply
Debs


[Edited at 2007-01-19 17:57]


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Anthony Baldwin  Identity Verified
United States
Local time: 16:37
Member (2006)
Portuguese to English
+ ...
TOPIC STARTER
reply Jan 19, 2007

Lawyer-Linguist wrote:

Hi Anthony,

Sorry to hear about your situation.

Three quick questions:

1. Is this the first project you've had involving PDF (or other hard copy) projects for this client?

If not, have you checked what you PO specifically stated on that/those occasion(s) and what did you actually accept them in any event?


2. Do these clients have a set of general terms and conditions that govern their business relationships and that are maybe referred to somewhere on your PO?

3. How far are you from these clients? I understand what you say about not wanting to rock the boat but in my experience as a lawyer things are often best sorted out tactfully face-to-face, rather than over the phone and/or e-mail.

I'll check in later to see if you've had a chance to reply
Debs

[Edited at 2007-01-19 17:53]


It is not my first project with PDF files, no, but in the others, they paid according to the PO without complaint. Nothing in any of their POs has suggested that amounts may be adjusted after delivery.
In fact, nearly all of my projects for them have been PDFs., if not all.

There is nothing in their provider contract that indicates payment should be flexible after delivery of a project.

These clients are in NYC, which is only about an hour away, but I haven´t the time or inclination to go their office anyway.

I appreciate your taking the time to reply.
Thanks.


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Lawyer-Linguist  Identity Verified
Portugal
Local time: 21:37
Dutch to English
+ ...
Feedback Jan 19, 2007

Anthony Baldwin wrote:

It is not my first project with PDF files, no, but in the others, they paid according to the PO without complaint. Nothing in any of their POs has suggested that amounts may be adjusted after delivery.
In fact, nearly all of my projects for them have been PDFs., if not all.

There is nothing in their provider contract that indicates payment should be flexible after delivery of a project.

These clients are in NYC, which is only about an hour away, but I haven´t the time or inclination to go their office anyway.

I appreciate your taking the time to reply.
Thanks.


Well if they've always given you a word count, regardless of the format (including PDF) and have always paid on that, they shouldn't be moving the goalposts now.

If you're happy there is nothing that gives them that discretion in their T&C's, I'd say address a poilte but firm e-mail to them pointing this out and ask them what they're basing it on. There's no need to pick a fight, just present your side of it.

Suggest you're happy to go and discuss the matter (that often gets people to budge a little when they know they are in the wrong because the last thing they want is you rocking up) and it shows you are serious about resolving it without being confrontational. I wouldn't accept it lying down - you've worked too hard on the assumption of what you were going to get paid.

And if you accept it this time, you're creating a precedent with them that may be difficult to break next time round.

Good luck
Debs




[Edited at 2007-01-19 19:12]


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Michele Johnson  Identity Verified
Germany
Local time: 22:37
German to English
+ ...
Clarification? Jan 19, 2007

Anthony, I've read and reread this and I'm still confused. Is the issue:

a) confusion about whether to use source / word as a basis? i.e. you quoted a per-word price ($0.x per word), they accepted, but source or target word count was never specified?
b) you quoted a fixed per-word price ($0.x per target word) based on a target estimate, gave an estimate of the total amount, and now it turns out your target word estimate was off?

If it's a), I think you have a chance. If it's b), my gut feeling is you are probably SOL. I ocassionally quote per target word and give an estimate of the final costs, but the only thing binding in that quote is the per-word price. But maybe I have just misunderstood.

Thanks,
Michele


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Anthony Baldwin  Identity Verified
United States
Local time: 16:37
Member (2006)
Portuguese to English
+ ...
TOPIC STARTER
clarification Jan 19, 2007

Michele Johnson wrote:

Anthony, I've read and reread this and I'm still confused. Is the issue:

a) confusion about whether to use source / word as a basis? i.e. you quoted a per-word price ($0.x per word), they accepted, but source or target word count was never specified?
b) you quoted a fixed per-word price ($0.x per target word) based on a target estimate, gave an estimate of the total amount, and now it turns out your target word estimate was off?

If it's a), I think you have a chance. If it's b), my gut feeling is you are probably SOL. I ocassionally quote per target word and give an estimate of the final costs, but the only thing binding in that quote is the per-word price. But maybe I have just misunderstood.

Thanks,
Michele


They estimated the output and sent a PO accordingly, at the rate for which I have already been working for them.
My rate is based on source word count, unless otherwise specified (which it was not in this case), as it has been on every other project I´ve done for them, and they estimated the source word count, which appeared on the PO.
I only gave them a per word rate, and never even pretended to count the words. I assumed their PO was a) accurate, and b) binding.
Apparently, they didn´t really know the word count, but estimated, and wrote their PO accordingly. Now, that they see that their estimate was considerably over, they are ¨adjusting¨ the PO, and thus, my invoice, after I´ve delivered both the project and the invoice, over a week ago.


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Sónia Tavares
Germany
Local time: 22:37
Member (2007)
English to Portuguese
+ ...
A hint Jan 20, 2007

Dear Anthony,

I usually get documents on pdf format and to be sure about the actual word count for the P.O. I open the PDF in Word (SolidConverter or similar) and I run the new document (.doc) through Trados word counter.
I think this would prevent that kind of trouble in the future!
Have a nice weekend ahead...
Sónia Tavares


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Textklick  Identity Verified
Local time: 21:37
German to English
+ ...
Discuss it, dump them, or live with it Jan 20, 2007

I generally quote target words.

In DE>EN, target is usually more, depending on the material (technical not so much, marketing etc. usually much more).

Your target words were less?

In my area, I tell outsourcers to assume about 12% on top of the German word count and explain that it may turn out to be less.

They are almost always happy with that: all they want and need is a basis for them to also quote on and if they were then to find out that they are "under budget" (and I am over budget), that's when they could get fidgety. I bill the final target word count and it hasn't been an issue so far, especially when agencies get a nice surprise (i.e. less words than they had budgeted).

You indicate that you like working with these people, so I'd say your options are to either discuss the matter with them in greater depth as Lawyer Linguist wisely suggests, "fire" them, or just "bite the bullet". How well do you know them - how do you think they would react were you to "respectfully ask to be removed from their database?" (after the matter has been resolved, of course). They might just try to keep you sweet in future - it's happened.

I just hope the hell that you also applied a PDF surcharge (20%?). Somewhere this matter is mentioned within the myriad PDF-related forums, but I'm afraid I can't find that one at the moment.

Fingers crossed for you.

Best
Chris







[Edited at 2007-01-20 01:06]


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Lawyer-Linguist  Identity Verified
Portugal
Local time: 21:37
Dutch to English
+ ...
Germanic vs. Romance Jan 20, 2007

Textklick wrote:

I generally quote target words.

In DE>EN, target is usually more, depending on the material (technical not so much, marketing etc. usually much more).

Your target words were less?



Hi Chris,

Just on the source/target issue you've raised: I work with both a Germanic and Romance language.

NL » EN generally works the same as German, so it's best you quote target (or up your source rate to compensate) because of expansion into English. The Dutch tend to be more abstract in their thoughts/expressions.

PT » EN generally works the other way, so it's best to quote source (or up the target rate to compensate) because of contraction into English. The Portuguese tend to embellish more than the English.

Also depends a lot on the type of text. I do mostly legal and then there shouldn't be much of a discrepancy because you are so bound by the "letter of the law", unless you're forced to explain legal terms that don't exist in the target legal system by way of footnotes, etc.

Back to Anthony's situation:

Unless I've got the wrong end of the stick (it happens!), source/target is anyhow not really the issue here - here the client fixes the no. of words upfront and agrees an amount (based on Anthony's rate). It becomes a fixed fee situation, provided there is no mention of estimates/adjustments.

They've always done it in the past with him and always paid on that basis.

Now (it seems) they've realised they've made a mistake in their count and want to rectify it. Moving the goalposts to suit their situation.

In the absence of anything on the PO or in their general terms of business entitling them to do this, they legally can't, especially not with the precedent they've already created. Not having seen either document, it's difficult to say, but Anthony seems adamant on that point - they haven't.

I'd personally discuss it (preferably in person, otherwise over the phone). I don't like the message it gives out if we bite the bullet and just accept things in these situations because it's creating a precedent.

There's no need to become confrontational or compromise the working relationship, but at the very least they should understand it won't be accepted again.

The difference here is substantial, which indicates the mistake must have been quite a big one. The agency is obviously in a sticky situation with their client too.

If handled correctly, I see scope for a settlement here. Anthony can acknowledge everyone makes mistakes and propose one (without prejudice and once they've explained what they are basing their actions on - he may have missed something he doesn't realise, which I why I'm saying ask them first - audi alteram partem: hear the other side)

I see no point in continuing a working relationship if you just accept what's thrown at you, It places you in a poor bargaining position for the future and, being human, there will always be some residual resentment about things that are left unsaid. Personally, I don't like footprints on my back.

Without even realising it, this can affect work performance in future for this client .Talk it out and solve it, even by way of settlement - but solve it. That's my advice

[Edited at 2007-01-20 07:32]


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Catherine Bolton  Identity Verified
Local time: 22:37
Member (2002)
Italian to English
+ ...
Pdf surcharge, etc. Jan 20, 2007

Textklick wrote:

I just hope the hell that you also applied a PDF surcharge (20%?). Somewhere this matter is mentioned within the myriad PDF-related forums, but I'm afraid I can't find that one at the moment.



Exactly. And here's the forum on the surcharge bit (with Chris' posting!):
http://www.proz.com/post/355719#355719

To be honest, 1500 bucks is an awwwwful lotta money to give up just like that.
I think I'd point out to the agency that you (1) had to deal with their time-consuming pdf files, and (2) worked over the holidays at no extra charge (I assume) to meet their deadline, though you certainly could have added a surcharge.
If you ultimately decide to jettison the customer, ask for the whole amount. Nothing to lose anyway.
However, since you say you'd like to keep the customer if possible, why not suggest a 50-50 split? I don't see why YOU should be the only one to suffer here. If there was a mistake in the original estimate, the cost should be shared.
To avoid this kind of problem in the future, you may want to get Practicount, which also counts up pdf files.
Lastly, though the agency will never tell you, it would be interesting to find out if the agency, in turn, contacted the end customer to say that the estimate was too high and they'll be invoicing less. Somehow, I doubt it.
Keep us posted!
Catherine


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Textklick  Identity Verified
Local time: 21:37
German to English
+ ...
Reasonable notion Jan 20, 2007

cbolton wrote:Exactly. And here's the forum on the surcharge bit (with Chris' posting!):
http://www.proz.com/post/355719#355719


Grazie Caterina! For future reference, may I ask how you found the link to that specific chapter of of Dante's data mine: "PDF: La Commedia"? Clicking "forum posts" on my profile says I made 318 entries in all - but displays only 21 of them.) using the home page search box for forums got me nowhere.

However, since you say you'd like to keep the customer if possible, why not suggest a 50-50 split? I don't see why YOU should be the only one to suffer here. If there was a mistake in the original estimate, the cost should be shared.


A reasonable suggestion, IMO. Maybe the best shortcut to sorting it out?

Lastly, though the agency will never tell you, it would be interesting to find out if the agency, in turn, contacted the end customer to say that the estimate was too high and they'll be invoicing less. Somehow, I doubt it.


So do I. Very much so.

Ciao
Chris


[Edited at 2007-01-20 11:33]


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Catherine Bolton  Identity Verified
Local time: 22:37
Member (2002)
Italian to English
+ ...
Forum search Jan 20, 2007

Textklick wrote:

Grazie Caterina! For future reference, may I ask how you found the link to that specific chapter of of Dante's data mine: "PDF: La Commedia"? Clicking "forum posts" on my profile says I made 318 entries in all - but displays only 21 of them.) using the home page search box for forums got me nowhere.



Hi Chris,
I went to Community>Forum search. Then I typed "pdf surcharge" in the "search for all of these words" and told the search engine to look under "money matters". Voilà!
Catherine


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Textklick  Identity Verified
Local time: 21:37
German to English
+ ...
Searching forums Jan 20, 2007

Thanks Catherine

Every day, we (I) learn something new. I had always used the search box at the bottom. Imbarazzante!

Cheers
Chris


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Anthony Baldwin  Identity Verified
United States
Local time: 16:37
Member (2006)
Portuguese to English
+ ...
TOPIC STARTER
This was Spanish to English, and legal documents; English is generally more efficient Jan 20, 2007

Textklick wrote:

I generally quote target words.

In DE>EN, target is usually more, depending on the material (technical not so much, marketing etc. usually much more).

Your target words were less?



You indicate that you like working with these people, so I'd say your options are to either discuss the matter with them in greater depth as Lawyer Linguist wisely suggests, "fire" them, or just "bite the bullet". How well do you know them - how do you think they would react were you to "respectfully ask to be removed from their database?" (after the matter has been resolved, of course). They might just try to keep you sweet in future - it's happened.

I just hope the hell that you also applied a PDF surcharge (20%?). Somewhere this matter is mentioned within the myriad PDF-related forums, but I'm afraid I can't find that one at the moment.

Fingers crossed for you.

Best
Chris
[Edited at 2007-01-20 01:06]


This was Spanish to English, and legal documents; English is generally more efficient in such things, so target count can be 10 to 15% less.

Just to illustrate, I preserved the pagination of the documents, and many of the target pages contained as little as 70% of the quantity of content as the source document...lotso empty lines (while being, of course, accurately, and eloquently translated).

I am going to ¨bite the bullet¨ on this one, but not happily, and I have informed them, for future reference, the MUST clarify ON the PO, if I am t charge on target rather than source, and/or, if the PO is to be considered an ¨estimate¨, and therefore ¨adjustable¨ or likely to be ¨adjusted¨, or I will consider their PO binding and charge accordingly.
But I will continue to work with them. They´ve provided as much as 30 to 50% of my income for the past three months. Can´t let that go.
Steady, interesting projects, a decent rate, prompt payment...just this headache with ¨adjusting¨ this one invoice on the largest project they´ve sent to date.


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