Article 1 - Definitions
In these standard terms and conditions the following terms have the following meanings:
- the translation company: Vertaalbureau All Round®, Patrijslaan 10, 2566 XM The Hague, the Netherlands, registered with the Chamber of Commerce under number 27154851;
- client: a natural person who or legal entity which has instructed the translation company to perform services.
Article 2 - Applicability
- These standard terms and conditions apply to all offers made by, agreements entered into with and services provided by the translation company and to all legal relationships between the translation company and a client. The applicability of any standard terms and conditions of the client is expressly rejected.
- If any provision of these standard terms and conditions is void or voided, the remaining provisions will remain in full force and effect. The translation company and the client will then negotiate in good faith to replace the void or voided provision with a valid provision that most closely approximates the intent and effect of the void or voided provision.
- The translation company’s failure at any time to require strict compliance with these standard terms and conditions may not be construed to mean that the provisions of these standard terms and conditions do not apply and may not be deemed a waiver or forfeiture of its right to require strict compliance with the provisions of these standard terms and conditions in other cases.
Article 3 - Quotes and formation of the agreement
- All quotes, offers and estimates provided by the translation company are without obligation.
- An agreement is formed upon written acceptance by the client of a quote provided by the translation company, or upon payment in advance of the amount specified in the quote or, if no quote has been provided, upon confirmation by the translation company in writing of an order placed by the client.
- Prices and delivery periods stated by the translation company before the translation company has been able to examine the full and final text to be translated, revised or edited are provisional and subject to change.
- In case of a combined or composite quote, the translation company is not obliged to perform part of the work for a pro rata portion of the price quoted. Quotes do not automatically apply to future orders or projects.
- The translation company will treat the person or entity that has placed an order with the translation company as its client, unless such person or entity explicitly states that they are acting on the instructions, on behalf, for the account and/or as the agent of a third party, whose name and address must be provided to the translation company at the same time. If such third party fails to meet its payment and other obligations to the translation company, the person or entity that has placed the order is severally liable.
- Representations, warranties, acknowledgements, agreements and undertakings given or made by the translation company will not be binding upon the translation company unless explicitly confirmed by the translation company in writing.
Article 4 - Changes to and cancellation of orders
- If the client changes the text to be translated after placing the order, the translation company will be entitled to extend the delivery period and/or to modify the price, or to refuse to execute the order. In that case the client is obliged to pay for any work already performed and Paragraph 3 of this Article will apply by analogy.
- If the client cancels an order, the client is obliged to pay the translation company in full for the work already performed with respect to that order. The translation company will make the work already performed available to the client upon request, but will accept no responsibility for its quality.
- If the translation company has earmarked time for executing an order that has been cancelled, it may charge the client 50% of the agreed price for the part of the work not performed.
Article 5 - Execution of orders and non-disclosure
- The translation company will execute orders to the best of its ability and with the professional expertise necessary to meet the purpose specified by the client for the text(s) to be translated, revised or edited.
- Unless explicitly agreed otherwise, the translation company has the right to engage third parties for the execution of an order.
- The translation company will maintain the confidentiality of any information provided by the client, to the extent that this is possible in connection with the execution of the order. The translation company will impose a non-disclosure obligation on its staff and/or third parties engaged by it. The translation company is not liable, however, for any failure by its staff and/or such third parties to comply with the non-disclosure obligation if the translation company can sufficiently demonstrate that it was unable to prevent such non-compliance.
Article 6 - Delivery period and time of delivery
- Delivery periods stated are estimates only and are not of the essence, except as expressly otherwise agreed in writing. As soon as the translation company knows or expects that the delivery period stated will be exceeded, the translation company will notify the client accordingly.
- If the translation company, for reasons other than circumstances beyond its control, fails to meet a delivery deadline expressly agreed in writing that is of the essence, the client will be entitled to cancel the agreement. In that case the translation company will not be required to pay any compensation. Such cancellation will not affect the client’s obligation to pay for the work already performed. The provisions of this Paragraph do not apply if the failure to meet the delivery deadline is due to force majeure as referred to in Article 10, or to changes to the text to be translated as referred to in Paragraph 1 of Article 4.
- Delivery is deemed to have taken place at the time when the translation or other commissioned work is transmitted, dispatched or served by personal delivery.
- In connection with the performance of the agreement by the translation company, the client is obliged to do whatever may reasonably be necessary or expedient to enable the translation company to meet the delivery deadline.
- The client is obliged to do everything in his power to facilitate delivery by the translation company of the translation or other commissioned work in accordance with the agreement. Any refusal to accept the translation company’s translation or other commissioned work will constitute default on the part of the client, in which case the provisions of Paragraph 3 of Article 7 will apply in full, even if no explicit request for acceptance has been made.
Article 7 - Translation fee, other fees and costs, payment
- The translation fee is calculated on the basis of an hourly rate, unless otherwise agreed. In addition, the translation company may charge the client for other costs incurred in the execution of the order, such as postage, legalization costs and courier costs. The translation company may charge a minimum rate for each language pair in a translation project.
- The price quoted by the translation company for the work to be performed applies only to the work in accordance with the agreed specifications.
- Invoices must be paid within 30 calendar days of the invoice date (or within such other term as the translation company may specify in writing), without any deduction, set-off or deferral, in the currency invoiced. If payment is not made by the due date, the client will be in default by operation of law without any notice of default being required, and will be liable to pay statutory interest on the amount overdue from the day on which the client is in default until the day of payment in full.
- Without prejudice to the statutory interest payable on the amount overdue, the translation company may increase the amount overdue by all costs associated with the collection of the amount in question. The extrajudicial costs are set at 15% of the principal amount due, subject to a minimum of €40 for private clients and a minimum of €500 for corporate or professional clients.
Article 8 - Complaints and disputes
- The client must notify the translation company in writing of any complaints about the work delivered as soon as possible, but within ten working days of the date of delivery. Lodging a complaint will not release the client from its payment obligations.
- Any changes made by the translation company, at the client’s request, to any part of the translated or edited text will in no way constitute an acknowledgement by the translation company that the work carried out is defective.
- If the client does not lodge a complaint within the period specified in Paragraph 1, he will be deemed to have fully accepted the work delivered.
- In the case of a valid complaint, the translation company will be allowed a reasonable period of time to improve or substitute the work delivered. If it is not reasonably feasible for the translation company to improve or substitute the work carried out as requested, it may grant the client a discount.
- If the translation company proves that the complaint is unfounded, the associated costs incurred by the translation company, including the research costs, will be payable by the client.
- The client’s right to lodge a complaint will lapse if the client has edited or has instructed or allowed others to edit the work delivered without the translation company’s permission in writing.
Article 9 - Liability and indemnity
- The translation company will be liable to the client only for loss or damage that is directly and demonstrably caused by negligent or intentional acts on the part of the translation company. Under no circumstances will the translation company be liable for any indirect or consequential loss or damage.
- Any liability on the part of the translation company is limited to the amount covered under the applicable professional indemnity insurance, plus the excess payable by the translation company under such insurance. If, for any reason, the insurance does not provide cover, the translation company’s liability will be limited to the fee invoiced for the work in question, exclusive of value added tax, subject to a maximum of €10,000.
- The assessment of whether (the use of) a text to be translated or edited or the translation or edited version of such text, delivered by the translation company, entails any risk of bodily injury will be entirely at the client’s expense and risk.
- The translation company is not liable for damage to or loss of documents, information, data or data carriers made available in the context of the performance of the agreement. The translation company is not liable either for any costs and/or any loss or damage incurred as a result of the use of information technology and telecommunications facilities, the transmission or dispatch of data or data carriers, or the presence of computer viruses in files or data carriers supplied by the translation company.
- The client indemnifies, defends and holds the translation company harmless from and against any claims by third parties deriving from the use of the work delivered.
- Moreover, the client indemnifies, defends and holds the translation company harmless from and against any claims by third parties on account of (alleged) violation or infringement of property rights, proprietary rights, patent rights, copyrights and/or any other intellectual property rights in connection with the performance of the agreement.
- If a translation is in any way amended or altered by or on behalf of the client or a third party without the express written permission of the translation company, the translation company will not be liable for such amendments or alterations or their consequences.
Article 10 - Cancellation and force majeure
- If the client is in breach of his obligations, applies for court protection from creditors (moratorium), is declared bankrupt or placed into liquidation (or a petition is presented for the client’s bankruptcy or liquidation), if the client enters into a debt payment programme under the statutory debt arrangement scheme for natural persons, or if the client’s business is closed down or liquidated in full or in part, the translation company will be entitled to cancel the agreement in whole or in part or to suspend performance of the agreement, without being liable to pay any compensation. In that case the translation company may demand immediate payment of all amounts due to the translation company.
- If the translation company is prevented by force majeure from meeting its obligations (in full), the translation company will be entitled to suspend performance of the agreement or to cancel the agreement, without being liable to pay any compensation. If further performance of the agreement is no longer possible due to force majeure, either party may cancel the agreement without being liable to pay any compensation.
- For the purposes of these standard terms and conditions, force majeure means – in addition to the meaning ascribed thereto in statutory and case law – any external factors, whether foreseeable or not, that are beyond the translation company’s control and as a result of which the translation company is unable to meet its obligations. These include in any case, without limitation, fire, accidents, illness, strikes, riots, war, terrorist threats, government measures, disruption of internet and telecommunications services, network failures and prolonged power cuts.
- If, upon the occurrence of a force majeure event, the translation company has already met part of its obligations or can fulfil only part of its obligations, the translation company has the right to charge the client separately for the part that has already been performed and/or that can be performed, as well as for any costs incurred in connection with the execution of the order, and the client will be obliged to pay the relevant invoice as if it related to a separate agreement.
Article 11 - Copyright
In the absence of a specific written agreement to the contrary, copyright in translations and other texts produced or delivered by the translation company remains the property of the translation company.
Article 12 - Governing law, competent court and translations
- All quotes provided and all work to be performed by the translation company and all agreements and legal relationships between the translation company and the client are governed by the laws of the Netherlands.
- Any disputes arising between the translation company and a client that cannot be resolved amicably will be submitted to the exclusive jurisdiction of the competent courts in The Hague, the Netherlands.
- This English translation is provided for convenience only. In the event of any inconsistencies between the original Dutch-language version of these standard terms and conditions and this English translation, the Dutch-language version will prevail.
Article 13 - Registration and effective date
- These standard terms and conditions have been lodged with the Chamber of Commerce.
- The effective date of these standard terms and conditions is 1 January 2018.