Your translation client may have a contract they want you to sign. I have signed a few such contracts, but it so happens that some of my biggest and most regular clients have not asked me to sign a contract but rather provide a work order per translation project. I have also refused to sign certain contracts because I felt they were far too biased. Sometimes the agency simply asks you to cross out those sections you do not feel comfortable signing, sometimes they refuse to work with you if you don’t sign. The bottom line for me is: make sure you read and understand the contract, and never sign anything you don’t feel comfortable with!
Below are some examples of terms and conditions found in actual contracts presented to freelance translators which I personally would never agree to sign. I can understand the desire for a contract, although I must say I have not entered into many contracts with clients and I have never had any problems with any clients so far. I am willing to provide agencies with samples of my work, letters of recommendation, copies of my qualifications and so on, but if our working together is contingent upon contracts which include clauses such as those listed below, then I’m afraid I simply won’t agree to it.
- “Translator represents and warrants that he/she has the requisite education and technical knowledge to translate **any and all** business documents, including but not limited to documents which may require the translation of **scientific or mechanical** terminology.”
[emphasis added by me] I know my limits and although I consider myself to have a high level of competence in both Dutch and French, I am not familiar with specialized terminology in a number of fields, including mechanical and scientific areas, not even in English, my native language. I will not accept work which is beyond my capabilities, I have turned it down before and will continue to do so. It is simply not worth the stress to deal with subject matters with which I am not familiar.
- “Translator warrants that he/she will not keep a copy of any documents translated for [agency]“
I keep all translations I have done on file so I can refer to them as it often happens that I do translations for the same client and I like to be consistent with terminology. Not only that, but I keep them just in case a problem arises so I can refer to the translation as I delivered it, prior to any changes made by anyone at a later date. It goes without saying that I do keep all client documents confidential and if I do get rid of hard copies, they do go through the paper shredder.
- “Translator shall not directly or indirectly request, cause, solicit, induce, or otherwise attempt to divert current, **future, or potential** customers of [agency], either directly or indirectly…”
[emphasis added by me] Of course, anyone may become a potential client of any agency, signing this contract would therefore effectively kill my career as a freelancer. Of course, I would readily agree not to solicit any clients I know to be current clients of an agency I work for, but I can’t agree to the future or potential client part. Besides, I sincerely doubt any agency would provide me with their full client list, so I fail to see how they can enforce such a clause.
- “If either [agency] or its client does not accept a translation, Translator will not be entitled to payment for his/her services.” There would have to be reasons given for such non-acceptance and if I disagreed with those reasons, it would have to be presented to an independent third party for assessment and arbitration.
- “The Interpreter/Translator’s fee shall not be paid until the client pays the [agency] for the assignment. After the client has made payment, the [agency] will pay Interpreter/Translator on the next date on which the [agency] regularly pays its vendor accounts payable.” My business agreement is with the agency, not with the end client. I have nothing to do with determining the terms of payment which the agency and the end client agreed upon. I refuse to agree to have payment for services rendered by me be contingent upon whether the agency’s client pays them. After all, I cannot tell the mortgage company that I will pay the mortgage just as soon as agency X pays me. That’s ridiculous.
- “The [agency] shall have no liability to Interpreter/Translator for any fees billed to but not received from a client.” Again, a similar clause. The role of an agency is precisely to be an intermediary and that involves accepting a certain risk factor. Non-payment is one of those risks, and it should not be passed on to the translator like this.
- Translations are to be “done solely by the Translator without any assistance, whether direct or indirect, from any other person or entity, unless consented to in writing by [agency].” When I come across terms I cannot find translations for, I turn to help from colleagues on lists such as Lantra, and if there is a sentence or paragraph I don’t quite grasp or I find ambiguous, I consult a colleague I trust and it seems unnecessary and time-consuming for me to have to request written permission from [agency] each time I do so.
- “Translator shall indemnify [agency] and hold it harmless against all liability or loss, and against all claims or actions based upon or arising out of damage or injury to persons or property caused by or sustained in connection with the performance of the contract or by conditions created thereby, or based upon any violation of any statute, ordinance, and the defense of any such claims or actions. Specifically, Translator shall indemnify and hold [agency] harmless in any suit initiated against [agency] as a result of an inaccurate or unacceptable translation, and shall be liable for all costs, including, reasonable attorneys fees, expended by [agency] in defense of such suit.” Oh my… why should I sign away my rights and accept full liability? What exactly is the role of the agency here? Do they not have a system of quality assurance in place?
- “Translator warrants that he/she will not directly or indirectly use any computer program or other type of automatic translation device in the translation of any documents translated pursuant to this agreement.” I don’t happen to use any translation memory software at this time, but I would still not agree to this clause because it is up to me to decide what tools I deem necessary to do my own job and to do it well. If I feel I can achieve greater consistency and speed through computer-assisted translation tools, then that is entirely up to me.
Have you seen other clauses in contracts offered to you by translation agencies which you find unacceptable? Contact me at firstname.lastname@example.org! Send me a copy of the contract and I will post the unacceptable clause here.