Validity and duration of service level agreements
Thread poster: Tone Halling

Tone Halling  Identity Verified
Norway
Local time: 03:07
Member (2004)
English to Norwegian
+ ...
May 7, 2014

Dear colleagues,

Does anyone know anything about the legal validity and duration of service level agreements?

Through the years I have signed loads of service level agreements with various agencies, most of them with good and reliable clients with whom I still have good working relationships.

However, just over 3 years ago I terminated my collaboration with two such agencies, because their methods were becoming unacceptable. I sent e-mails to the effect that I was no longer interested in working for them, and for one of them I informed them that I was not interested in signing their updated service level agreement. However, I never actually sent a specific letter informing them that I wished to terminate the contract, I just assumed that contracts are not binding indefinitely...

So will I still be bound by 6 or 7 year old "non solicitation" clauses in these contracts, in case I were approached by these agencies end clients?


Any thoughts, anyone?





[Edited at 2014-05-07 11:08 GMT]


 

Tomás Cano Binder, BA, CT  Identity Verified
Spain
Local time: 03:07
Member (2005)
English to Spanish
+ ...
Whatever you agreed to May 7, 2014

Clearly your obligations are those expressly written on the contract in paper you signed. It surely contains a section about how to terminate the relationship (mostly with a certain advance notice and in written form by certified letter), and sections about survival of certain sections and how long they survive.

In my view, you are bound to whatever you signed (a good reason to read every contract very carefully). It is best that you follow the procedure shown in the contract when it comes to termination. Most surely, an email will not be a valid notice... Once you have notified the other party in due form about your intention to terminate the contract, the clock begins to run about the survived sections.


 

Sheila Wilson  Identity Verified
Spain
Local time: 02:07
Member (2007)
English
+ ...
There's clear intent in a "Get lost!" email May 7, 2014

Tomás Cano Binder, CT wrote:
Clearly your obligations are those expressly written on the contract in paper you signed. It surely contains a section about how to terminate the relationship

Actually, in my experience a lot of SLAs just say that they go on until one party puts a stop to the agreement. They don't go into more detail.

Most surely, an email will not be a valid notice...

Perhaps if you go by the letter of the law then you're right. However, my experience in life (bearing in mind I have absolutely no training in law) is that any piece of paper that was received by the other party can effectively be used to show intent. If you wrote to them saying that you wanted nothing more to do with them, AND they can produce absolutely no evidence that you have accepted any work from them since that date, then I believe that's likely to hold up in a court of law. My personal experience has been that judges act in the real world, not lost in dusty tomes. Of course, if the client really wanted to push it to the nth degree then they might win the case on such technicalities, but I personally would be prepared to take the risk. Your call though, Tone.


 

Tone Halling  Identity Verified
Norway
Local time: 03:07
Member (2004)
English to Norwegian
+ ...
TOPIC STARTER
Thanks for comments May 7, 2014

Thanks for your comments, Sheila and Tomás, much appreciatedicon_smile.gif

I am aware that technically an agreement should be terminated in writing, but for these 2 agencies the circumstances were a bit special.

For agency X, I did sign an agreement with them around 6 years ago, but when they sent me their annual reminder to renew/update the revised agreement, online, about 5 years ago, I informed them that I was not interested in signing or renewing the agreement, as the terms were becoming increasingly unacceptable. Also, I find the practice of asking translators to accept agreements by just clicking on a button online, totally unacceptable.

So I would think that this constitutes a termination, since the revised agreement was not accepted, and I clearly told them so. (Never received a reply, however...)

Agency Z more or less "forced" me to accept and sign a settlement agreement regarding missing payments around 4 years ago; They owed me a largish sum of money, and I accepted due to the horrendous comments about them on BlueBoard (agency is notorious for not paying translators, and I did not believe I would be able to retrieve everything in any case. So, I would have thought that their missing payment constitutes a breach of contract on their part, even if I did sign a settlement agreement.

At least this is what my sense of justice tells me, but then, alas, the law is not always just...




[Edited at 2014-05-07 13:19 GMT]


 

Tomás Cano Binder, BA, CT  Identity Verified
Spain
Local time: 03:07
Member (2005)
English to Spanish
+ ...
Just for your peace of mind May 7, 2014

Tone Halling wrote:
At least this is what my sense of justice tells me, but then, alas, the law is not always just...

Indeed: law very often does not make any sense. Just for your peace of mind, wouldn't it be good to spend 1 hour writing letters to these companies (you can then keep the letter as a template for future cases)? This way you are legally freer from them every single day.


 

Tone Halling  Identity Verified
Norway
Local time: 03:07
Member (2004)
English to Norwegian
+ ...
TOPIC STARTER
Yes, you are absolutely right May 7, 2014

Thanks, Tomás, you're absolutely right - it would not cost me much to sit down and write them these letters (the only thing stopping me is my reluctance to and dislike of writing such formal letters )icon_redface.gif

 

Tomás Cano Binder, BA, CT  Identity Verified
Spain
Local time: 03:07
Member (2005)
English to Spanish
+ ...
A possibility? May 7, 2014

I wonder whether this would work for you:
https://www.rocketlawyer.com/secure/interview/questions.aspx?document=36747905#q1

It is a kind of wizard to create a simple service agreement termination letter. Seems to be quite simple indeed!


 

Tone Halling  Identity Verified
Norway
Local time: 03:07
Member (2004)
English to Norwegian
+ ...
TOPIC STARTER
Thank you, thank you, thank you! May 7, 2014

Tomás, you are a staricon_biggrin.gif This is just what I needed!

Have a splendid dayicon_smile.gif


 

Łukasz Gos-Furmankiewicz  Identity Verified
Poland
Local time: 03:07
English to Polish
+ ...
Get it in writing, certified delivery with description of content May 7, 2014

And request confirmation in writing from them too. Mention that the writing is to confirm, out of caution, your previous termination by e-mail, therefore effective from the date of the e-mail, not the date of the written confirmation.

However, court interpretation could be brutal if your contract had required the written form for termination. On the other hand, they'd have a hard time trying to enforce a non-compete clause, of dubious validity to begin with, as consideration for an instrument subsisting solely on paper, i.e. a pure technicality. But I wouldn't bet my lunch money on the court's decision being favourable to you.

If the non-competes really get into your way, get legal advice and ask the lawyer if you can safely decide that they were never valid (because translators are never paid a separate share for non-competing, and the mere fact of getting work may not be enough of a mutual benefit) or stopped being binding the moment you stopped getting work (as in the requirement of 7 years post-termination being unconscionable/not justified by any mutual benefit).

Don't forget to ask about your law but also and most importantly any law which was selected by the agreements you signed, which very well may've been the agency's law, in which case you need a lawyer qualified to practice in that jurisdiction or at least well familiar with it.

And perhaps ask if there's any difference between approaching those parties as opposed to being approached by them (and having to keep a list of parties forbidden to you just so that you can turn them down if they come to you asking).

The advice will probably cost money, and probably enough to make it a financially viable option only if you have a realistic chance of making up for the cost (e.g. getting a job from the one or two companies needing translation in a small local industry sector).


 


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Validity and duration of service level agreements

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