Translation: How will Québec’s Bill 96 Affect Your Business?

There has been a great extent of discussion in various media and venues regarding the recent Bill 96 that came into effect on June 1st 2022. There are many areas of confusion in the business world as to the impact of the new and upgraded law; specifically, how to modify business processes to meet the reformed requirements. In this blog, I will provide a general run down of Bill 96 which is meant for a quick read only. I highly encourage anyone who is interested to learn more about this topic to seek professional legal advice from a trusted party of choice. In addition, I am always here to assist with the linguistic aspect of being compliant with Bill 96 through the services I provide. For example, content translation, contracts, marketing materials, website, and over the phone interpretations. In summary, my services are able to aid all areas of language related communication to assist your business in compliance with the new language requirement in the province of Quebec.

Let’s dive in! After a year-long legislative process, ‘Bill 96’, an Act respecting the official and common language of Quebec, French, was finally passed by the Quebec National Assembly on May 24, 2022. It happened after a long process in which significant amendments were made to the first draft of Quebec’s Charter of the French Language, introduced on May 13, 2021. The bill then received royal assent on June 1, 2022.

Bill 96 is aimed to further promote the use of the French language and to reiterate its formal recognition as Quebec’s official language. The purpose is to clarify and strengthen the existing enforced measures through the Charter of the French language in 2021 and to add new conditions and provisions to it. Moreover, it is to reinforce the role of the Office Québécois de la Langue Française (OQLF) which is the government body to ensure compliance with the Charter.

It imposes, among other things, new obligations regarding the language of work, commerce and business, contracts, signage, communications between government and businesses, educational institutions and courts.

Thus, businesses and lawyers must prepare for the impact Bill 96 will have on the Quebec judicial system and its procedures. Although the new rules come into force at varying times (ranging from immediate sanction to 3 years after sanction), several rules are already in force. Here are some ways your business activities may be affected by Bill 96 in Quebec.

Businesses Must Offer Goods and Services in French

An explicit obligation introduced by Bill 96 for businesses is to offer goods and services in French to consumers, non-consumers, and civil administration bodies. Before Bill 96, this right was not implemented separately from the Charter’s provisions imposing specific obligations on businesses to interact with consumers. Only the consumers had the right to be informed and served in French. We can expect the broad enforcement approach brought by Bill 96 to be enforced as a free-standing obligation and fill the gaps between existing requirements.

Impact of Bill 96 on Contracts and other Documents in Business

Under Bill 96, parties are required to draw all contracts of adhesion (non-negotiable contracts that are pre-determined by one party) exclusively in French, with limited exceptions. Prior to this new regime, parties to a contract of adhesion could put a standard clause about the contract language and decide on an agreement drafted exclusively in the English language (i.e., without a French version).

Bill 96, which came after a year of assent date, requires companies to present a French version of all the contracts before a party can express the wish to be bound by another language version.

This new provision answers the ongoing interpretative debate on the existing requirements as to whether a French version of contracts is required before the parties agree on the English language.

If a subscribing counter-party expresses the wish to be bound by another language version, upon receiving a French version of the contract, in addition to the contract itself, the contract documents may also be drafted in that other language. Although, this new rule has some limited exceptions: loan contracts, extra-provincial relations contracts, and financial instruments. This new requirement does not extend to contracts with specific standard terms that the parties would negotiate otherwise.

In general, an adhering party will not be bound by the external clauses mentioned in French adhesion contracts if not drafted in French. If an adhering party requests for the adhesion contract to be in English, the external clause may be in English.

Quebec civil administration contracts, whether the parties carry out their activities in Quebec or not, must be drafted exclusively in French, with a few exceptions. Other civil administration documents must also be drafted exclusively in French, including the documents transmitted with a view to the conclusion of a contract and all French contract-related documents.

Websites and Marketing Materials

The previous interpretation of the existing rule was confirmed by Bill 96, according to which social media, websites, newsletters, brochures, catalogues, and other manuscripts must be in French. It also confirms the requirement of providing versions of these media in languages ​​other than French, but not under more favourable conditions than the version in French.

In the past, only businesses with a physical establishment in Quebec were required to comply with this rule, based on an analysis of the specific facts. Since this new approach does not seem to change, businesses may be at greater risk with the new remedies in place concerning the breaches of Charter obligations.

Packaging and Labelling

It was already provided in the Charter that the products and their containers and packaging must have inscriptions in French. Entries in other languages may accompany French entries, but none of them shall prevail over the French one.

Bill 96 maintains this provision and clarifies that listings provided in other languages ​​cannot be on more favourable terms than listings in French. Since the Charter rule is already practiced this way, we cannot expect a change in practice.

Regarding trademarks, Bill 96 provides that if a trademark in a language other than French appearing on packaging or labelling is used under the trademark exception and has a generic term or product description, it must also be indicated in French permanently.

For Public Signs and Commercial Advertising

The current Charter rules required all commercial advertising and public signs to be in French. They may also be in a language other than French, provided that French is “clearly predominant” over the other language. The term “definitely predominant” means that the font size of the French text must be double the size of the text in the other language to have a greater visual impact.

In addition, the current Charter allows the marks to appear on public signs and posters in a language other than French, provided that the marks in French have a “sufficient presence.” It is about the marks that are visible from the outside. The companies usually satisfy this requirement by adding a generic or descriptive word in French to qualify the mark, such as “café” or “boutique.”

The Trademark Exception

In the past, the Charter’s Regulation on the language of commerce and business provided the “trademark exception,” which are exceptions to the above rules, for English-only trademarks. The existing rules required that a “recognized” trademark by the Canadian trademark law (generally including the registered, unregistered, and pending trademarks) could appear exclusively in a language other than French on the packaging, labelling, posters, and public signs. This rule has additional requirements for posters and public signs displayed outdoors or visible from the outside. Many businesses, national and international, relied on this exception to ensure consistency in their brand image.

Bill 96 restricts the existent exception and clarifies that companies will no longer be able to invoke this exception for unregistered marks and marks awaiting registration. From the age of three, the trademark exception will only be available for registered trademarks, provided the absence of any corresponding French version in the Trademarks Database Canadian. Any company that relies on this exemption or plans to rely on it to do business in Quebec should ensure that its marks or the applications are filed or registered. This is to ensure that these applications have reached the registration stage before the entry into force of the new rule.

Requests from Government Agencies

Companies must write all written documents exclusively in French that are sent to government agencies to obtain authorization, permit, subsidy, or financial assistance.

Registration of Movable Security/ Personal Property in French

Prior to Bill 96, applicants could write applications for registration of a security or other right in the Register of Personal and Movable Real Rights (RDPRM) for the Province of Quebec in French or in English. As of three months, as Bill 96 receives royal assent, all RDPRM registrations must be written exclusively in French, including the description of the collateral and any modification to an existing registration published before the adoption of Bill 96 (even if it was previously published in English).

Applications for Registration at the Land Registry Office

Prior to Bill 96, applicants could write applications registered with the Land Registry in French or in English for the registration, declarations and amendments, or other rights for the Province of Quebec. As of three months after the assent of Bill 96, all such applications (except in connection with co-ownership) must be written exclusively in French. However, this rule does not apply to an act that modifies or corrects another deed that was published at the Land Registry Office in another language before Bill 96 came into force, and it can be published in a language other than French. Effective on the date of assent to Bill 96, one must file a declaration of co-ownership fractions at the Land Registry Office exclusively in French.

Potential Risks and Consequences of Non-Compliance

Companies that fail to comply with the Charter are introduced with potential risks and consequences by Bill 96. Before Bill 96 came into force, there were administrative fines and the suspension or potential withdrawal of the company’s francization certificate for companies in case they fail to comply with the Charter. This fine amount doubled, from $1,500 to $20,000, in the event of a repeat offence. In addition, businesses failing to comply with Quebec’s obligations related to the use of the French language were always at the risk of reputational damage in the province.

  • Fines will increase: With Bill 96, fines will be increased for businesses for their non-compliance with the Charter’s certain provisions. The increase in the fine for businesses is expected to be ten times, i.e., from $3,000 to $30,000. In the case of a second offence, the estimated fine will be doubled, and for subsequent offences, it will be tripled. Each day that an infraction persists constitutes a separate infraction.
  • Liability of directors: Directors are presumed liable for the Charter’s violation of any kind a legal person commits unless they can demonstrate that they took all necessary measures and were diligent in preventing such violation.
  • Civil action rights: Individuals have the right to bring a civil action against the alleged infringer who violates their language rights under the Charter.
  • Contracts: A person who suffers prejudice may request to annul the contract’s provisions causing that prejudice by violating the Charter’s provisions. This person can also choose to ask for a reduction of his obligations in proportion to the prejudice that otherwise would be justified.
  • Government Permits and Authorizations: Government authorizations or permits may face suspension or revocation in case of repeated violations of the Charter.
  • Injunctions: The Office obtains the possibility of
    • (a) ordering companies that fail to comply with the Charter to stop the non-compliant activity or to make modifications to comply with the Charter, and
    • (b) seeking an injunction directly addressing the courts to force the companies to comply or seek a court order against the offending company to remove or destroy their signs, posters or advertisements that violate the rule provided by the Charter.

Conclusively, I hope this blog post provided some clarification regarding Bill 96 and the consequences to follow. Once again, if you or your business is affected by Bill 96, do not hesitate to contact professionals to assist in the integration of the new law into your business processes.

Until next time!

Robin Ayoub

Choosing the right supplier., How to buy translation services

How to buy translation services

How to buy services? choosing the right supplier

I had some free time on a flight so I thought to write another blog. Although I try to address this to people who are using or considering using translation service provider, this could apply to services that your business could in the future or currently in the process of procuring from a trusted vendor or internally from a department.

As basic business practice sort of business 101, now a days the most common theme you hear everywhere is efficiency, owners and investors are looking for maximize output/profitability of their companies/investments. Generally speaking the way to get this can be achieved is by squeezing cost out of operation or by skyrocketing revenue generation. When it comes to buying any type service that your company needs, there are many considerations to keep in mind when selecting a service provider or maybe you are considering or in the process of reviewing your current vendor/s maybe you like to benchmark your existing suppliers against the market? Ultimately you like to be certain that you are receiving the best value for money spent on the so called service. Here are few thoughts you should keep in mind:

Price vs. quality: in procuring any service there is what I call a price threshold beyond of which you are now getting bad quality for the cheap service that you decided to buy. The logic:

A- Services are generally labor intensive meaning: people are the main element in producing the service, no machines, no assembly lines or spare parts etc…

B- Ideally and by definition/the nature some services they can’t be off-shored (Of course this would depend on the services) or outsourced to cheap labor country somewhere. Example: “electrician, plumber, ” This could easily extend to let’s say Translation services: if you need a German translation you can’t get good German translation in China (I’m sure some 1% of you will disagree with me on this one, but I beg to differ, if you are native German living in China, my prediction that it’s only a matter of time before your German starts to lose its touch with the real German, due to the distance between the individual and their native country. It is commonly agreed that the less frequently you use the mother tongue language the more difficult it would be to maintain a positive high standard translation output). Ultimately you would want to try to procure the German translation in Germany. If you are a business in China who wants to buy German translation, you want to make sure that your translation service provider in China is using Translators who are in Germany. For that you need to understand that the translation in Germany would be higher cost then let’s say Chinese translation done in China, why? Because, translation like any other service it depends on 2 factors: A) Cost of living where translation is being done, and B) supply and demand factor, how many “Qualified” Translators are available for this particular language. Another example if you need a translation agency for your office in New York, would you be sourcing this service from India? Maybe, but I recommend that you try to find a translation vendor in your community. Now we come to the price question: Let’s say you sourced the cheapest translation agency in New York to perform the task you intend to undertake. Predictions, you are most likely to be dissatisfied with the quality of the work, why? Generally speaking the 80/20 rules apply in this case, meaning 80% of the times the cheapest price means exactly that. Let me ask you something: Are you going to rely on 20% of the times that this practice might work and 80% of times you will end up with negative results? Can you or the company you work for afford this kind of risk? Maybe!

Beyond the marketing smoke and mirrors: If you are a unilingual speaking individual, meaning you have no means to judge the quality of the translation work or the service you are trying to procure (maybe it’s not your expertise) you are now relying on what the sales person is telling you, that’s the marketing fluff. How do you know what’s real? I have to say that in most cases you are going to believe what you are being presented and you will sign the contract and off you go a few weeks or maybe a months later problems starts to appear. Then you start asking yourself the question: where did I go wrong? I thought I made the right choice? If this is your current situation in any service you bought, you are not the only one, many people/procurement managers fall into the same problem/trap. In any service the following saying is so true: you are as good as of the last job you did (as a supplier) as client or procurement, you need to verify that your prospective supplier can consistently (and I emphasize consistently as opposed to sometimes or spotty) provide you with the quality service you deserve or chose. So how do you really verify that you are selecting a partner/supplier that you can rely on the quality of their service and fairness for years to come?

A- Test the service: Here I recommend that not only to do a 500 word free test, most companies will put their best and their brightest on the test only to receive poor quality after you made your decision to go forward with the selected supplier. I recommend a 3/6 months trial a probation period, similar to if you were to hire an employee you would put them on a probation period. You are not looking for +/- answer on a particular job, you are more likely to look for and positive average overtime in your selected supplier.

B- Do not have exclusive contract with suppliers, as a client you need to give yourself the freedom to move around and not shackle yourself with an unwanted relationship if the selected supplier didn’t work out.

C- Always leave a “termination for convenient clause” in your contract: This gives you also the option to terminate a relationship for poor performance on the part of the supplier.

D- Back translation: If you are currently using a supplier and you are not sure of what you’re getting in terms of quality/price etc…I encourage you to take a translated document and send it me for back translation. Basically we return the document to the original language that was written in. Or I can do a deep linguistic review of the translated document. This process allows you as a client to either validate or start questioning the current arrangement you have in place.

In all this, I want to stress the importance of fairness and being open with your existing supplier, you should allow them a chance to defend their work, and correct the problems if you discovered any. If the problems are not corrected to your satisfaction, then you should seek out another supplier.

Agency vs. Translation Company: As an advocate to my client, I encourage you to select a company that has in house professional translators. Why?

A- Translation agencies generally produce low quality work, because their focus is on the administration aspect of the project (the receiving, processing and delivery). Vs. translation Global companies like CLS Communication which focuses on the in house professional translators a business model that is governed by stringent quality process (ISO)

B- Translation agencies by history started generally from the usual business idea that says, I take the work from the client, send it to a freelancer, put my profit margins on top of my cost, and send the result work to the client. Vs. True translation companies which they started by history from a translation project by itself, example: CLS Communication started by a management buyout for the in-sourcing of the translation department of UBS. The CEO Doris Albisser was the head of this department. So how do you think the culture and the DNA of this fast growing global organization? It’s absolutely focused on quality and clients.

C- Client turnover: Generally speaking agencies with the project routing business model (i.e. receive the work from the client send to the freelancer, and deliver the outcome translation to the client) generally they would have high client turnover rate. As a client I encourage you to ask your current or potential supplier what is their client turnover rate. I heard some scary numbers out there, one of my main competitors has in the upward of 60% client turnover rate.

D- What is their marketing budget? Agencies focus heavily on marketing, like the old saying, if you need to advertise on the back of the taxis in New York your translation service, I personally would doubt the quality translation this company produces. Starting from the basic principal if it’s so good quality why do you need to advertise it so heavily? Now this type of marketing would perhaps appeal to certain client, or might in fact fool others into at least giving the service a try, however if you are serious about translation and serving your client with respect in their intended language, perhaps this is not for you.

At the end of this controversial (according to some) blog…I wanted to mention that I used translation services only as an example, but this article can really apply to any service: Roofing, Plumbing, consulting, accounting etc… Please I encourage you to keep an open mind when reading this blog, and give me a call or email me if you have a specific situation you like to discuss

Until next time…I encourage you to keep reading my blog and look me up on linkedin and let’s stay connected.

Have a lovely day