Informal agreement, not signed Thread poster: Inez Ulrich
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Inez Ulrich 
Germany
Local time: 06:16
Member (2016)
English to German
+ ...
Hi all,
I was assigned a translation task by a private client (author). We agreed on an initial payment of 1/3 of the total before I start, and the rest upon delivery. The author was fine with that and has already sent me the initial payment. She also sent me an informal agreement with all the relevant info (parties, subject, total with initial and remaining payment, delivery time) with her name, date and place, but no signature, and she told me I also didn't have to sign it. She se... See more Hi all,
I was assigned a translation task by a private client (author). We agreed on an initial payment of 1/3 of the total before I start, and the rest upon delivery. The author was fine with that and has already sent me the initial payment. She also sent me an informal agreement with all the relevant info (parties, subject, total with initial and remaining payment, delivery time) with her name, date and place, but no signature, and she told me I also didn't have to sign it. She seems to be an established author, as far as I can see from Amazon. Do you think I should insist on signatures on the agreement? I mean, it is only a few lines of text, and I doubt I could ever get my money if she didn't want to pay as she is in the US and me in Europe. So far, I also don't have any reason not to trust her, but I am a burnt child, so I'm cautious. What do you think?
I could also try and ask her to make another payment before I start with the next third of the text, and a last one before I do the last part.
Any advice appreciated! ▲ Collapse
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If so far she has complied with her part of the agreement by paying 1/3 of the assignment and she has even sent you an informal agreement with all the relevant info, what’s your problem? In case of a lawsuit I can confidently say that the emails exchanged are more than enough…
| | | | Tina Vonhof (X)
Canada
Local time: 22:16
Dutch to English
+ ...
Inez, if I was in your place I would ask for a signature, just to be on the safe side. The agreement should also say that it is a 'work for hire', which means that you will not get any royalties. I find it a bit strange that an established author, who has experience with publishing and should know something about US tax matters, would not make up a proper contract - it seems naïve.
I suggest that you get some information about how and where you will have to pax tax over this income... See more Inez, if I was in your place I would ask for a signature, just to be on the safe side. The agreement should also say that it is a 'work for hire', which means that you will not get any royalties. I find it a bit strange that an established author, who has experience with publishing and should know something about US tax matters, would not make up a proper contract - it seems naïve.
I suggest that you get some information about how and where you will have to pax tax over this income. Check if your author has a company, check if there is a tax agreement between the US and Germany, and make sure that you will not have to pay US tax. You may have to fill in a form to declare that you are a German citizen and not a US tax payer. If it's a 'work for hire' this has to be done only once. If you would get royalties, this goes on year after year. Also consult with your accountant, if you have one.
[Edited at 2022-01-07 20:17 GMT]
[Edited at 2022-01-07 23:36 GMT] ▲ Collapse
| | | | Inez Ulrich
Germany
Local time: 06:16
Member (2016)
English to German
+ ...
TOPIC STARTER
Tina Vonhof wrote:
Inez, if I was in your place I would ask for a signature, just to be on the safe side. The agreement should also say that it is a 'work for hire', which means that you will not get any royalties. I find it a bit strange that an established author, who has experience with publishing and should know something about US tax matters, would not make up a proper contract - it seems naïve.
I suggest that you get some information about how and where you will have to pax tax over this income. Check if your author has a company, check if there is a tax agreement between the US and Germany, and make sure that you will not have to pay US tax. You may have to fill in a form to declare that you are a German citizen and not a US tax payer. If it's a 'work for hire' this has to be done only once. If you would get royalties, this goes on year after year. Also consult with your accountant, if you have one.
[Edited at 2022-01-07 20:17 GMT]
[Edited at 2022-01-07 23:36 GMT]
Thank you, Tina, I will consider that. However, I don't have to pay US tax, and to be honest, I never had to fill in any form with US clients (however, I rarely work with US clients, as they usually pay too little).
She only started getting her novels translated 1 or 2 months ago, so I think she is surely not familiar with that kind of stuff. I think, I don't want to make it too complicated either. Basically, if she doesn't want to pay the rest of the sum, no formal agreement will help me get it, as it is financially almost impossible to hire a lawyer etc. to sue her due to her being in the US and me being here. I guess I will try and convince her to pay me third-wise, and I deliver third-wise.
BUT: I never thought of royalties so far - can you give me more detail on that, please?
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Inez Ulrich
Germany
Local time: 06:16
Member (2016)
English to German
+ ...
TOPIC STARTER
Teresa Borges wrote:
If so far she has complied with her part of the agreement by paying 1/3 of the assignment and she has even sent you an informal agreement with all the relevant info, what’s your problem? In case of a lawsuit I can confidently say that the emails exchanged are more than enough…
Thank you, Teresa. I think, however, if she doesn't pay the rest, neither the informal agreement plus the emails will help with a lawsuit, because I wouldn't be able to afford one. I'd have to pay the lawyer and all the bureaucratic stuff (forms etc.) in advance, with no certain outcome. I had this problem before with a scammer from France. No chance to get my money. So ...
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Why insist on getting a signature? Like you said, in case of a non-payment, would it really help?
I work directly with authors as well. Usually, they send a down payment when I start to work on the manuscript and then pay the rest when I send the full translation.
Why wouldn't she pay you? She's an author who would like to have her work translated in your language and not some random scammer. If she's selling the novel on Amazon, I believe that in case she doesn't pay you could press... See more Why insist on getting a signature? Like you said, in case of a non-payment, would it really help?
I work directly with authors as well. Usually, they send a down payment when I start to work on the manuscript and then pay the rest when I send the full translation.
Why wouldn't she pay you? She's an author who would like to have her work translated in your language and not some random scammer. If she's selling the novel on Amazon, I believe that in case she doesn't pay you could pressure Amazon on not publishing the novel before she pays.
Sure, you could ask her to pay you the last third. But from her perspective, she would have paid you in full without having received any translated file? She could feel being scammed.
Personnally, I would just keep the agreement as it is. It could be the start of a long collaboration. But maybe I'm too relaxed about it! All the best! ▲ Collapse
| | | | Inez Ulrich
Germany
Local time: 06:16
Member (2016)
English to German
+ ...
TOPIC STARTER
Veronica Montserrat wrote:
Why insist on getting a signature? Like you said, in case of a non-payment, would it really help?
I work directly with authors as well. Usually, they send a down payment when I start to work on the manuscript and then pay the rest when I send the full translation.
Why wouldn't she pay you? She's an author who would like to have her work translated in your language and not some random scammer. If she's selling the novel on Amazon, I believe that in case she doesn't pay you could pressure Amazon on not publishing the novel before she pays.
Sure, you could ask her to pay you the last third. But from her perspective, she would have paid you in full without having received any translated file? She could feel being scammed.
Personnally, I would just keep the agreement as it is. It could be the start of a long collaboration. But maybe I'm too relaxed about it! All the best!
yes, I agree. Maybe I should have more trust in people (which is kind of hard nowadays, imo).
I received one third of the total so far, and what I had in mind is to ask for another third after I delivered the first third, and so on. But I hope it will all go smoothly.
Thanks!
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In my long career the only two times I had to take a client to court for non-payment (when I was living in Belgium) I got all my legal expenses repaid in full along with interest. In both cases, my clients ended up paying a good X00% of the invoices amount as there were significant court costs.
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| Mutual assent + offer + acceptance + consideration + capacity + legality | Jan 9, 2022 |
All these seem to be in place, so you do have a valid contract. I know the devil's in the details but I don't think a signature will do anything to safeguard your right to claim payment if the author chooses to back out
| | | | | If actions speak louder than words... looking beyond | Jan 10, 2022 |
Basic contractual elements across the globe seem to require the following:
- evidence of a clearly expressed intention to enter into a contractual relationship
- evidence of terms and conditions where party A has to provide something (goods, a service) for which party B agrees to provide something in exchange.
(The "something" here can be referred to as "valuable consideration" under English law, for example. It usually means payment).
You appear to have a clear in... See more Basic contractual elements across the globe seem to require the following:
- evidence of a clearly expressed intention to enter into a contractual relationship
- evidence of terms and conditions where party A has to provide something (goods, a service) for which party B agrees to provide something in exchange.
(The "something" here can be referred to as "valuable consideration" under English law, for example. It usually means payment).
You appear to have a clear intention of both here. Furthermore, your client has actually made a payment already.
This confirms your client's reliance upon your providing the work agreed. She has acted upon the terms of the agreement. She clearly accepted those terms as she acted upon them. A signature makes no difference at this stage. It is unlikely to have made a difference earlier either, but at this stage you have every single element you need confirming her agreement.
Going beyond those key basic elements, you now need to determine what was agreed between you in the event of either party defaulting. In simple terms, default means:
- you failing to provide the service as agreed
- your client failing to pay as agreed
Your client is in breach of contract.
Other factors to consider:
- provisions you set out regarding late payment (penalties, interest, etc)
- provisions of any professional insurance you may have to have legal assistance (many European professional insurance policies exclude the US, essentially as claims against you can run to incredibly high sums).
The party bearing the prejudice here is not your client, but you.
What protection is built into your agreement?
If you have not provided for any protection, then basic statutory rights will apply. Look to the terms of your agreement to see whether US (fed/state) law applies or whether the law of your country of residence applies. If that is not clear, then it can be complicated to sort this out.
Be pragmatic.
If you are certain that you have complied with all that you were required to do under the terms of your agreement, then you should step up the intensity of your formal demands for payment. You should have some idea of what to do in the event of non-payment :
- reminder : that overdue + request for payment ASAP (in order to avoid interest and penalties)
- demand : that payment must be received within X hours otherwise interest and penalties apply
- demand : that in spite of reminders, nothing received, explain that interest now applies (indicating rate, etc) and penalties (indicate amount). Indicate that if no reply received, that you will be taking legal advice
- take legal advice. Seek information about what rights you have and what tools online may exist without the help of a legal professional.
Authors are pretty nervous about intellectual property. The US is known for it too. You could use that to your advantage. In your first reminder, you could draw your client's attention to the fact that any work you have provided that is not paid for cannot be used by her as it is not hers to use and may be an infringement of intellectual property law. That might make her sufficiently worried and at least make an offer of payment.
Is your author unable to pay or unwilling to pay?
Someone who is unwilling to pay can be more difficult to convince than someone who has unexpectedly found themselves in difficulty. If the author is actually in difficulty, then she should make an offer to pay something, if only in installments.
If you think this might be the case, then you might consider asking for part payment now (one third, for example) and then two monthly payments thereafter to settle what is due.
If you did not provide for interest, penalties and so on, then that was an oversight. It may be impossible to claim them.
In any event, if the time and money spent is going to cause you stress and prevent you from working effectively with other clients, then you may decide - or have no choice - that you should stop there.
Suggestions for future procedure.
Consider whether you wish to work with clients overseas. There are provisions for recovery over Europe. Once you go beyond those limits, you need to know something about what happens in the event of non-payment. If you do not have adequate protection, then set yourself a limit of risk that you will respect. That could mean not providing more than X amount of work unless and until you have been paid X amount of money.
Being self-employed.
Late payment and non-payment are things you need to have procedures set up for.
You need to protect yourself, and with or without insurance, one of the best ways is to clearly determine with your client what happens in the event of something going wrong. That protection also needs to include limiting the amount of work you provide without payment to an amount you can more or less accept (financially or morally) to lose. Sometimes, you just have to cut your losses.
The inevitable end comment on this type of post is that a lot of details may be missing in your agreement, but perhaps above and beyond, you may not have set up adequate provision for a classic late or non-payment situation. This is a hard lesson to learn and certain features of this job seem to make that risk higher and would therefore require greater protection than usual: client overseas, author self-publishing.
The lack of signature makes strictly no difference here. Your client acted upon the terms of your agreement initially, so did you.
[Edited at 2022-01-10 09:46 GMT] ▲ Collapse
| | | | Inez Ulrich
Germany
Local time: 06:16
Member (2016)
English to German
+ ...
TOPIC STARTER
Nikki Scott-Despaigne wrote:
Basic contractual elements across the globe seem to require the following:
- evidence of a clearly expressed intention to enter into a contractual relationship
- evidence of terms and conditions where party A has to provide something (goods, a service) for which party B agrees to provide something in exchange. ...
Thank you really much for this very detailed answer! There is a lot in it to consider, especially for future work.
So far, all seems good, and I simply hope the rest will run smoothly. I'm really not experienced with such agreements, but it is surely good to know all the things you wrote. Thank you so much for your time!
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