Information technology files bring commercial contract language and technical terminology together in the same document. At a corporate buyer these files are read by both the legal department and the IT department.
Contract structure
The main contract, the service level annex and the data processing annex are separate documents. The three are read together. Translating them at different times leads to terminology drift.
Licence or service
Licensing software and providing it as a service are different structures. This distinction determines the subject matter of the contract. The concepts are not mixed up in translation.
Scope annex
Which modules are provided, and for how many users, is written in the annex. Numbers and units are carried over exactly. The definition of a user is given separately.
Service level indicators
The availability rate and the response and resolution times are given in a table. The measurement method and period are defined. Without the definition the rate is meaningless.
Priority levels
Incident tickets are classified by priority. The level definitions are written in the contract and are not shifted. Each level has its own time limit.
Penalty and credit mechanism
If the commitment is not met, a service credit may be applied. The calculation formula is given in the annex. The variable names in the formula are kept.
Maintenance windows
Planned maintenance hours may be deducted from the availability calculation. This exception is stated expressly. Skipping it causes the rate to be calculated wrongly.
Data processing agreement
The purpose for which the supplier will process the data, and for how long, is determined. The prohibition on processing outside instructions is a formulaic provision. It is carried over word for word.
Sub-processors
The supplier's use of services from other firms is regulated separately. The list of sub-processors is given as an annex. The list may be updated, and the notification requirement is stated.
Data location
The country in which the data is held is stated. This information is the basis for assessing a transfer abroad. The wording is carried over without interpretation.
Security measures
The technical and organisational measures are listed in an annex. Encryption, access management and logging are typical headings. Technical terms are translated consistently.
Breach notification
In the event of a data breach, the notification period and its content are determined. The period may be in hours, and it is kept. A notification template may be given as an annex.
Right of audit
The customer's authority to audit the supplier is regulated. The frequency and the sharing of costs are stated. Acceptance of an independent audit report may be an alternative.
Exit and return of data
The form in which the data will be returned when the contract ends is stated. The transition period and the level of support are determined. This section is the part most argued over afterwards.
A cloud contract without an exit clause creates the risk of the data remaining locked in with the supplier.
Intellectual property
Who will own the custom code that is developed is regulated. The difference between an assignment and a right of use is kept. The source code escrow arrangement is a separate annex.
Technical documentation
Architecture diagrams, installation guides and administrator manuals accompany the file. These documents use the same terms as the interface texts. The terminology list is kept in common.
Acceptance tests
The test scenarios and the acceptance criteria are defined in the annex. The scenario steps are numbered and the order is kept. Acceptance may be tied to a payment condition.
Version upgrades
The plan for moving to a new version and the rollback scenario are documented. The order of the steps is critical. No steps are merged in translation.