Service Level Agreements: Translator's liability for losses Thread poster: Kaya Green
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Kaya Green 
United Kingdom
Local time: 09:38
German to English
I've been asked to sign an SLA that includes a statement to the effect of "translator will be liable for any losses resulting from breach of warranty, this includes all sorts of losses including loss of profit [I paraphrase]"
Instinctively I feel this is not OK; everything I've read about preparing my own T&Cs points towards excluding this liability for the translator. I have also previously signed an SLA with another agency (with whom I have worked for years and very fruitfully) in... See more I've been asked to sign an SLA that includes a statement to the effect of "translator will be liable for any losses resulting from breach of warranty, this includes all sorts of losses including loss of profit [I paraphrase]"
Instinctively I feel this is not OK; everything I've read about preparing my own T&Cs points towards excluding this liability for the translator. I have also previously signed an SLA with another agency (with whom I have worked for years and very fruitfully) in which it expressly states that such liability is excluded, within reason.
What is people's experience of these agreements, is it common to have to agree to a clause like this? ▲ Collapse
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Kaya Green wrote:
What is people's experience of these agreements, is it common to have to agree to a clause like this?
After having read dozens of similar agreements, I'd say it's fairly common (unfortunately), especially from agencies, that often extend such coverage to their own clients.
| | | | Kaya Green
United Kingdom
Local time: 09:38
German to English
TOPIC STARTER | I found these examples... | Jan 30, 2019 |
Thanks for your reply Mirko, it's great to get some context from other translators out there!
I assume it's very rare for a dispute to arise in this context between a translator and a client/agency in any case... Nevertheless signing something to this effect sits uncomfortably with me. I did some digging around (and very thrilling reading) and found these examples that might help in terms of setting standards.
In the ITI model general terms of business for commissioned ... See more Thanks for your reply Mirko, it's great to get some context from other translators out there!
I assume it's very rare for a dispute to arise in this context between a translator and a client/agency in any case... Nevertheless signing something to this effect sits uncomfortably with me. I did some digging around (and very thrilling reading) and found these examples that might help in terms of setting standards.
In the ITI model general terms of business for commissioned translation work:
10.5 Nothing in this Agreement shall be construed as seeking to restrict a Party’s liability for
personal injury or death arising from its own negligence.
10.6 Subject to clause 10.5, the liability of the Translator under or in respect of this
Agreement, whether in tort, contract or otherwise, shall be limited to the cost of the
Translation Task being undertaken when the liability arises.
10.7 Neither Party shall be liable to the other in respect of any consequential or indirect loss
whatsoever.
The ATA model translation job contract:
9. Indemnification and hold-harmless by Client. Client agrees to indemnify and hold Translator harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) which Translator may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by Client for use by Translator in the work performed under this Agreement. ▲ Collapse
| | | | | Past threads | Jan 30, 2019 |
Kaya Green wrote:
Thanks for your reply Mirko, it's great to get some context from other translators out there!
You're welcome Kaya, and yes, I too like ITI's template agreement, although the issue is that you'll be hard-pressed to find an agency that won't "impose" their own (generally one-sided) agreement on you or that will accept to sign yours...
I also wanted to add that you'll find many many threads about this and related issues by searching in the fora (looking for "liability" or similar terms, for instance).
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Dan Lucas
United Kingdom
Local time: 09:38
Member (2014)
Japanese to English
Kaya Green wrote:
I've been asked to sign an SLA that includes a statement to the effect of "translator will be liable for any losses resulting from breach of warranty, this includes all sorts of losses including loss of profit [I paraphrase]"
I would avoid. An agency that wants to transfer all liability to you is unlikely to have a constructive approach to relationships with its freelancers. I would counter with a suggestion that you will accept liability up to the extent of your professional liability insurance. If that's not good enough, I don't sign.
Dan
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Kaya Green wrote:
What is people's experience of these agreements, is it common to have to agree to a clause like this?
I was asked to sign this kind of SLA only two times. Both times, I refused to do it and asked the agency to delete that clause off. The agency accepted, so I signed the updated SLA.
I wouldn't sign the SLA the way you are asked.
| | | | Kaya Green
United Kingdom
Local time: 09:38
German to English
TOPIC STARTER | Thanks so much for your replies, all very helpful. | Jan 30, 2019 |
I would tend to agree that it's best to give this agency a wide berth, though the suggestion to ask them to remove/amend the clause is also very useful and I may take recourse to this in the future. As it stands it's the first time I've been asked to sign an agreement with a clause of this kind, so hopefully it will also be the last!
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Walter Landesman wrote: Kaya Green wrote:
What is people's experience of these agreements, is it common to have to agree to a clause like this? I was asked to sign this kind of SLA only two times. Both times, I refused to do it and asked the agency to delete that clause off. The agency accepted, so I signed the updated SLA. I wouldn't sign the SLA the way you are asked.
I recently responded to an Agencies job post and was pleasantly surprised when the accepted my quoted rate without
attempting to haggle. But then I got their SLA, which contained an indemnity clause. I asked if they could modify it to the limit
of the agreed price of the project or delete it completely. I never heard back from them. Needless to say, I didn't sign it.
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| Be realistic | Jan 31, 2019 |
A freelancer simply does not have assets to accept that kind of liability, and agencies must know that.
One agency I know of was persuaded to change a clause like that. They tried to have a 'one size fits all' contract for their subcontractors, on the pretext that they could not have thirty different variations on the theme. When I protested, they admitted that lots of other translators had also protested.
I at least had said maybe not thirty variants, but a manageable ... See more A freelancer simply does not have assets to accept that kind of liability, and agencies must know that.
One agency I know of was persuaded to change a clause like that. They tried to have a 'one size fits all' contract for their subcontractors, on the pretext that they could not have thirty different variations on the theme. When I protested, they admitted that lots of other translators had also protested.
I at least had said maybe not thirty variants, but a manageable number of different clauses, so that freelancers were not forced away if they refused to sign something they had no chance of honouring.
Quite apart from that, I have translated numerous contracts for really big companies who limit their liability to direct losses, and will NOT compensate for indirect losses of profit, goodwill, etc. etc.
So if they can do it, why can't freelancers?
Stick to your guns! ▲ Collapse
| | | | Kaya Green
United Kingdom
Local time: 09:38
German to English
TOPIC STARTER | Thank you all so much for your replies... | Feb 5, 2019 |
...it's very empowering to other people's experiences!
All the best in your work also.
| | | | Eliza Hall
United States
Local time: 04:38
French to English
+ ...
| What warranties could you breach? | Feb 6, 2019 |
What warranties have you given under this proposed contracts? There's often a "representations and warranties" section that says what you promise to be true or promise to do. What are you warranting in this contract? Need to know that in order to know how you could possibly breach it and thus what damages could arise from that.
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