Would you sign this SLA?
Thread poster: Anne Goergens

Anne Goergens  Identity Verified
Sweden
Local time: 12:14
Member (2019)
English to German
+ ...
Nov 10, 2019

Hi,

I have been asked to sign an SLA by a big agency. Probably, thousands of linguists have been signing this but for some things, I am not sure I should really sign:

"Supplier will provide AGENCY and Customer Company reasonable access to Supplier’s premises, files and equipment to verify compliance with this obligation."
(obligation is: to delete files after finishing a task)

"Supplier further represents and warrants that the Services and any deli
... See more
Hi,

I have been asked to sign an SLA by a big agency. Probably, thousands of linguists have been signing this but for some things, I am not sure I should really sign:

"Supplier will provide AGENCY and Customer Company reasonable access to Supplier’s premises, files and equipment to verify compliance with this obligation."
(obligation is: to delete files after finishing a task)

"Supplier further represents and warrants that the Services and any deliverables: (a) will be free from errors, bugs and mistakes, and will meet and comply with the guidelines and specifications supplied by Customer Company from time to time;"
(I don't think I can guarantee my work is ALWAYS without any mistakes)

"17. Indemnity. Supplier agrees to indemnify, defend and hold harmless AGENCY and its affiliates, and each of their successors, directors, officers, employees, agents and contractors, from and against any and all actions, causes of action, claims, demands, costs, liabilities, judgments and damages arising out of or in connection with Supplier’s breach of any obligations under this Agreement, errors or omissions, negligence or willful misconduct, and/or any failure to maintain required insurance coverage. This indemnity provision shall survive termination or expiration of this Agreement."

and similar to the first one:
"(e) upon AGENCY's request, make all such records, appropriate personnel, data processing facilities and/or any location from which AGENCY Data can be accessed by your personnel and relevant materials available for inspection by AGENCY or a third party appointed by AGENCY, to demonstrate compliance hereunder, provided that such inspection shall be carried out with reasonable notice during regular business hours and under a duty of confidentiality."

Thanks for all advice!
Anne
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Samuel Murray  Identity Verified
Netherlands
Local time: 12:14
Member (2006)
English to Afrikaans
+ ...
SITE LOCALIZER
@Anne Nov 10, 2019

Anne Goergens wrote:
I am not sure I should really sign.


These are fairly standard clauses in big-agency translator agreements, and you should consider if you are willing to take the risk that these clauses might be triggered in future. Some translators (and even project managers) believe it is highly unlikely that any of these events will ever take place, and that the wording is simply there to satisfy the lawyers.

Supplier will provide AGENCY and Customer Company reasonable access to Supplier’s premises, files and equipment to verify compliance with this obligation.


The only way that anyone can confirm that a file does not exist on your premises is for them to search all files on your premises (including files that are confidential). So, you're essentially saying that you'll allow them access to all your and your other clients' confidential files.

(obligation is: to delete files after finishing a task)


Remember to point out to your client that Swedish laws require you to keep the files for a certain number of years (if that is so), despite any promise from you that you will delete the files.

Supplier agrees to indemnify, defend and hold harmless...


There is a very simple reason why no freelancer should indemnify: to indemnify costs a lot of money, and freelancers typically do not have this kind of money. Indemnification means "I promise that I will pay for all your costs, even if I'm innocent", but if you don't have that much money (you don't), then you can't in good faith make such a promise.


 

Thomas T. Frost  Identity Verified
Member (2014)
Danish to English
+ ...
No Nov 10, 2019

If you give one client access to your computer, you will be in breach of NDAs with other clients. Besides, I don't want such a potential invasion of my home and computer even if it never materialises.

Think twice about deleting data after delivery or agreeing to do so, as you can be held liable for your work within the limits of the applicable statute of limitations. If you read the T&Cs of solicitors, you will find that they state that they will keep your data for a period, for exa
... See more
If you give one client access to your computer, you will be in breach of NDAs with other clients. Besides, I don't want such a potential invasion of my home and computer even if it never materialises.

Think twice about deleting data after delivery or agreeing to do so, as you can be held liable for your work within the limits of the applicable statute of limitations. If you read the T&Cs of solicitors, you will find that they state that they will keep your data for a period, for example seven years. This is a legitimate legal basis for retaining personal data according to the GDPR.

As a very minimum, you would need a solid liability and claims waiver signed by the client to confirm that they forfeit any right to make any sort of claims against you after deletion.

And you would also need a clause to state that deletion can only take place after payment in full or final settlement of any dispute related to the work delivered.

But this type of agreement (i.e. with so restrictive clauses) is only ever written to satisfy the outsourcer's needs, often at the expense of the translators.

Sometimes some compromise is needed when you sign such agreements, but this one sounds like a lost cause. Many outsourcers are more reasonable and don't try to put the translator in a straitjacket and make them sign away their reasonable rights, as if they were slaves.
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DZiW
Daryo
 

Anne Goergens  Identity Verified
Sweden
Local time: 12:14
Member (2019)
English to German
+ ...
TOPIC STARTER
Thank you Nov 10, 2019

Remember to point out to your client that Swedish laws require you to keep the files for a certain number of years (if that is so), despite any promise from you that you will delete the files.


As far as I know, the Swedish rule is only about receipts, not about the files I am working with.

Thanks for your help both.

I will ask them to revise the SLA (which they probably won't do) and then try to find better customers...
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Remember to point out to your client that Swedish laws require you to keep the files for a certain number of years (if that is so), despite any promise from you that you will delete the files.


As far as I know, the Swedish rule is only about receipts, not about the files I am working with.

Thanks for your help both.

I will ask them to revise the SLA (which they probably won't do) and then try to find better customers

Hoping to work more with direct clients anyway but now in the beginning, I still need the agencies to keep the cash flowing
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Nikki Scott-Despaigne  Identity Verified
Local time: 12:14
French to English
For and against Nov 10, 2019

I agree that this is a lawyer's request. Quite how likely it is that Big Brother will ever descend to check your shoe size is probably very slim indeed. You have to satisfy national legislation. If clients require more stringent and/or additional conditions, then you have to decide how likely it is and weigh that against the level of inconvenience if ever they were to carry out such a visit. The fact probably is that if you were to translated top security material, then you could put it somewher... See more
I agree that this is a lawyer's request. Quite how likely it is that Big Brother will ever descend to check your shoe size is probably very slim indeed. You have to satisfy national legislation. If clients require more stringent and/or additional conditions, then you have to decide how likely it is and weigh that against the level of inconvenience if ever they were to carry out such a visit. The fact probably is that if you were to translated top security material, then you could put it somewhere else, anyway. This type of provision is fairly unrealistic and unworkable anyway.

My personal take is that I would not sign as I would not want to work with people who work like that, and my initial training and qualifications are in law.
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Teresa Borges
Fatine777
Anne Goergens
 

IrinaN
United States
Local time: 05:14
English to Russian
+ ...
A bit too standard Nov 10, 2019

They did not bother to separate contracts with independent contractors from contracts for businesses they subcontract. “Your personnel” etc. The requirements that bother you are perfectly normal for businesses; serious clients often visit to verify security arrangements in the agency premises before signing certain contract.

You may want to inquire about that.

As far as file deletion goes, with thumb drives this requirement is obsolete. You can bury those files i
... See more
They did not bother to separate contracts with independent contractors from contracts for businesses they subcontract. “Your personnel” etc. The requirements that bother you are perfectly normal for businesses; serious clients often visit to verify security arrangements in the agency premises before signing certain contract.

You may want to inquire about that.

As far as file deletion goes, with thumb drives this requirement is obsolete. You can bury those files in your yard in a cookie jar:-)
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Daryo
 


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