In these General Terms & Conditions, ‘translation agency’ is understood to mean: De Juiste Vertaler / The Right Translator, with registered office at Fruitweg 50, 2321DH, Leiden, the Netherlands.
Article 1 – General
These General Terms & Conditions are applicable to all legal relationships between the translation agency and the client, excluding any (general) terms and conditions used by the client, unless the translation agency agreed to their application in writing.
Article 2 – Quotes and conclusion of the agreement
General quotes and price indications made by the translation agency are non-committal.
Price indications and indicated delivery times may always be revoked in case the translation agency was not able to access the text for translation/editing before such indications were given. The agreement is concluded through written or verbal acceptance of the translation agency’s quotation by the client or – in case no such quotation was provided – after written confirmation by the translation agency in response to an assignment proposed by the client.
The translation agency may consider its client to be the party that provided the assignment to the translation agency unless such party explicitly indicates it is acting on behalf, in name and at the expense of a third party, provided the name and address of such a third party were provided to the translation agency at that time.
Agreements and promises made by representatives or staff of the translation agency only bind the translation agency after the translation agency has provided its explicit written confirmation.
If the translation agency reasonably doubts whether the client will be able to fulfill its payment obligations, the translation agency is entitled to require a sufficient guarantee from the client before starting or continuing the assignment.
Article 3 – Amending and canceling assignments
If, after conclusion of the agreement, the client makes changes to the assignment that are not minor in nature, the translation agency is entitled to change the delivery date and/or fee, or choose to refuse the assignment after all. In the latter case, the client shall be obligated to pay the part of the assignment already carried out at that point, and the provisions of paragraph 3 of this article shall apply.
If an assignment is cancelled by the client, the client shall be obligated to pay in full such part of the assignment already performed at that time. Furthermore, if applicable, the client shall be obligated to pay for any research activities carried out for the assignment, which shall be invoiced based on an hourly rate. If desired, the translation agency shall provide any work already created in this respect to the client. There is no guarantee of quality in that case.
If the translation agency reserved time for the performance of the cancelled assignment, the translation agency may require compensation from the client in the sum of 50% of the fee for the part of the assignment not yet carried out.
Article 4 – Performance of assignments and confidentiality
The translation agency is obligated to perform the assignment to the best of its knowledge and ability, with consideration for the goal the client specified for the text(s) to be translated and/or edited by the translation agency.
The translation agency shall treat any information provided by the client as confidential, insofar as such confidential treatment is possible with regard to performance of the assignment. The translation agency shall require its employees to maintain confidentiality. Nonetheless, the translation agency shall not be liable for any violation of this confidentiality obligation by said employees if the translation agency can plausibly demonstrate it could not have reasonably prevented the violation.
Unless explicitly agreed otherwise, the translation agency is entitled to have the assignment (partially) carried out by third parties, without prejudice to the translation agency’s obligations concerning confidential treatment and sound performance of the assignment. The translation agency shall require the corresponding third party to maintain confidentiality. Nonetheless, the translation agency shall not be liable for any violation of this confidentiality obligation by said third parties if the translation agency can plausibly demonstrate it could not have reasonably prevented the violation.
The client is required to, on request and to the extent possible, provide a substantive explanation of the translatable text and make any relevant documentation and/or terminology available to the translation agency. Any risks and/or expenses pertaining to submission of such information shall always be borne by the client.
Article 5 – Delivery period and time of delivery
Delivery period and time of delivery
The agreed-upon delivery period is a target period unless explicitly agreed otherwise. As soon as the translation agency concludes or expects that timely delivery will not be possible, the translation agency is obligated to inform the client without undue delay.
If the translation agency exceeds the delivery period explicitly agreed upon in writing for reasons attributable to the translation agency, the client has the right to unilaterally dissolve the agreement, provided the client cannot reasonably be expected to wait for performance of the assignment. In such an event, the translation agency shall not be liable for any compensation. Such dissolution does not affect the client’s obligation to pay for the part of the assignment that has already been carried out.
Delivery is considered to have taken place at the time of submission. The time of submission is considered to be the moment the document is posted, handed to the courier or, in case of electronic submission (fax, email, modem, ftp, etc.), the time at which the medium completes the transmission.
In relation to the performance of the agreement by the translation agency, the client is obligated to perform any activity that is reasonably required or desirable to facilitate timely delivery by the translation agency.
The client is obligated to provide its full cooperation in the delivery of the project performed by the translation agency as per the agreement. The client shall be, without prior notice being required, be in default if it refuses to accept delivery of the performance, in which case article 6.5 of this agreement shall apply.
Article 6 – Fee and payment
In principle, the fee is based on a rate per word or per hour applicable at the translation agency, unless agreed otherwise. In addition to the fee, the translation agency may charge the client for additional expenses incurred in connection to the performance of the assignment. A minimal rate per language combination may be charged for each assignment.
The price the translation agency indicated for the activities to be carried out applies exclusively to the activities in accordance with the agreed-upon specifications.
The translation agency shall be entitled to raise the agreed price if it is forced to perform more work or incur more costs than might reasonably have been foreseen on conclusion of the contract as a result of having to work with laborious, time-consuming or unclear texts, for example, or faulty files or software supplied by the client. The above list is not exhaustive.
All amounts quoted are exclusive of VAT.
Invoices shall be paid net within 30 calendar days of the invoice date (or within such other term as the translation agency shall specify in writing), without any discount, set-off or deferment, in the currency in which the invoice is drawn up. In the event of late payment, the client shall be in default immediately and without notice of default being required, in which case the client shall be required to pay the statutory interest plus 2 percentage points on the invoice amount from the date of default until payment has been made in full.
If the client fails to pay on time, the translation agency shall be entitled to charge extrajudicial collection costs in accordance with the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
Article 7 – Complaints and disputes
The client shall notify the translation agency in writing of any complaints about the product supplied or service rendered by the translation agency as soon as possible, though no later than ten working days after delivery. The mere fact of submitting a complaint shall not release the client from its payment obligation
If the client casts doubt on the accuracy of particular translation solutions and asks the translation agency for its comments, and if the translation agency can subsequently demonstrate that the translations provided are not incorrect, it shall be entitled to charge the client in full for any additional hours worked and other costs incurred.
If the client fails to lodge a complaint within the period specified in clause 7.1 above, the client shall be deemed to have fully accepted the product supplied or services rendered, and complaints shall only be considered if the translation agency at its sole discretion deems this to be desirable for reasons of its own. Any change made by the translation agency to any part of the translated or edited text at the client’s request shall not constitute an acknowledgement by the translation agency of shortcomings in its performance.
If the client’s complaint is well-founded, the translation agency shall be entitled to improve or replace the product or service within a reasonable period of time; if the translation agency cannot reasonably meet the client’s request for improvement or replacement, it may grant a price reduction.
The client’s right to complain shall lapse if the client has amended or caused to be amended the part of the product or service to which the complaint relates, irrespective of whether the client has subsequently supplied the product or service to a third party.
All disputes arising from and in connection with this agreement will be brought before the competent court in Rotterdam.
Article 8 – Liability and indemnity
The translation agency shall only be liable to the client for loss or damage directly and demonstrably deriving from shortcomings attributable to the translation agency. The translation agency shall under no circumstances be liable for any other form of loss or damage, such as indirect loss or damage, consequential loss or damage, trading loss, loss due to delay or loss of profit.
The translation company’s liability shall in any event be limited to the invoice value, exclusive of VAT, of that part of the order in question which has already been invoiced and/or supplied. In addition, the translation agency’s liability shall in all cases be limited to an amount of eur 45,000 per event or series of related events.
Ambiguity in the translatable text shall release the translation agency from any liability whatsoever.
The assessment of whether (the use of) a text to be translated or edited or the translation or edited version thereof delivered by the translation agency entails any risk of bodily injury shall remain entirely at the client’s expense and risk.
The translation agency shall not be liable for any damage to or loss of the documents, information or data carriers made available for the performance of the contract. Likewise, the translation agency shall not be liable for any costs incurred and/or any loss or damage sustained as a result of the use of information technology and telecommunications media or as a result of the transport or dispatch of data or data carriers or the presence of computer viruses in any files or data carriers supplied by the translation agency.
The client shall indemnify the translation agency against any claims by third parties arising out of the use of the product supplied or services rendered.
The client shall also indemnify the translation agency against any claims by third parties on account of alleged infringement of proprietary, patent, copyrights or other intellectual property rights in connection with the performance of the agreement.
Article 9 – Dissolution and force majeure
If the client fails to meet its obligations, if the client is declared insolvent or bankrupt or if a petition is filed for the client’s compulsory liquidation or bankruptcy, if the client applies for or obtains a moratorium, if the client is subject to an arrangement under the debt rescheduling regulations for natural persons or if the client’s company or business is liquidated, the translation agency shall have the right, without being required to pay any compensation, to dissolve the contract in whole or in part or to suspend performance of the contract. In such cases, the translation agency shall be entitled to demand immediate payment of any amounts due to it.
If the translation company is unable to meet its obligations owing to circumstances beyond its control or responsibility, it shall be entitled to dissolve the contract without being required to pay any compensation whatsoever. Such circumstances (force majeure) include, but are not limited to, fire, accidents, illness, strikes, riots, war, terrorist attacks, transport restrictions, government measures, disruption of the services of internet providers, negligence on the part of suppliers or any other circumstances beyond the translation agency’s control.
If the translation agency is forced to discontinue further performance of the contract as a result of force majeure, it shall retain the right to payment for any work performed up to that moment as well as for any costs and out-of-pocket expenses incurred.
Article 10 – Copyright
Unless explicitly agreed otherwise in writing, the copyrights to translations produced by the translation agency shall pass to the client at such time as the client has fulfilled all its financial and other obligations to the translation agency in full with respect to the assignment concerned.
Article 11 – Governing law
All legal relationships between the client and the translation agency shall be governed by Dutch law.
For versions of these General Terms and Conditions in a language other than Dutch, the Dutch text shall prevail.
A copy of these General Terms and Conditions shall be available on the translation agency’s website and shall at all times be sent to the applicant free of charge upon first request.