Definitions
In these General Terms and Conditions, ‘the Translation Agency’ means: The Right Translator (De Juiste Vertaler), with offices at Fruitweg 50, 2321DH, Leiden.
Article 1 – General
These general terms and conditions shall govern the legal relationship between the Translation Agency and the Client, to the exclusion of any terms and conditions (general or otherwise) applied by the Client, unless the Translation Agency has agreed to their application in writing.
Article 2 – Quotes and formation of the agreement
2.1
General offers and quotations from the Translation Agency are non-binding.
2.2
Quotations and quoted deadlines may always be revoked if the Translation Agency has not been able to view the entire text for translation or editing prior to the quotation. The contract shall be formed by the Client’s written or oral acceptance of the Translation Agency’s quotation or – if no quotation was provided – by the Translation Agency’s written confirmation of an order placed by the Client.
2.3
The Translation Agency may consider as its Client any person who has placed the order with the Translation Agency, unless such person has explicitly stated that he is acting on the instructions, in the name of and on behalf of a third party and provided that the name and address of such third party have been provided to the Translation Agency at the same time.
2.4
Agreements and promises made by representatives or personnel of the Translation Agency shall not be binding on the Translation Agency until explicitly confirmed by the Translation Agency in writing.
2.5
Any reasonable doubt on the part of the Translation Agency about the Client’s ability to pay shall entitle the Translation Agency to require the Client to provide sufficient security before starting or continuing to execute an order.
Article 3 – Modification and cancellation of orders
3.1
Should the Client make changes other than minor changes to the order after the contract has been concluded, the Translation Agency shall be entitled to amend the delivery date and/or the fee or to refuse the order after all. In the latter case, the Client shall be obliged to pay for the part of the order already executed and the provisions of paragraph 3 of this article shall apply accordingly.
3.2
If an order is cancelled by the Client, the Client shall be obliged to pay in full the part of the order already executed. In addition, if applicable, the Client shall pay a fee, based on an hourly rate, for research work already carried out for the remainder. The Translation Agency will make the work already produced available to the Client if required. In this case, the quality of the delivered work is not guaranteed.
3.3
If the Translation Agency has reserved time for the execution of the cancelled order, the Translation Agency may charge the client a fee of 50% of the fee for the part of the order not executed.
Article 4 – Performance of orders and confidentiality
4.1
The Translation Agency shall be required to execute the order to the best of its knowledge and ability and with the necessary expertise, taking into account the purpose specified by the client for the text(s) to be translated or edited by the Translation Agency.
4.2
The Translation Agency shall treat information provided by the Client as confidential to the extent possible in connection with the execution of the order. The Translation Agency shall require its employees to maintain confidentiality. However, the Translation Agency shall not be liable for any breach of confidentiality by such employees if the Translation Agency can demonstrate that it was unable to prevent the breach.
4.3
Unless explicitly agreed otherwise, the Translation Agency shall be entitled to hire others to execute the order (in full or in part), without prejudice to the Translation Agency’s responsibility for the confidential treatment and proper execution of the order. The Translation Agency will require said third party to maintain confidentiality. However, the Translation Agency shall not be liable for any breach of confidentiality by such third parties if it can sufficiently demonstrate that it was unable to prevent such breach.
4.4
Upon request, the Client shall, if possible, provide the Translation Agency with an explanation of the content of the text to be translated and, if available, make relevant documentation and terminology available. Sending said information shall always take place at the Client’s expense and risk.
Article 5 – Term and time of delivery
Term and time of delivery
5.1
The agreed delivery period is a target deadline, unless expressly agreed otherwise in writing. As soon as the Translation Agency discovers or expects that timely delivery will not be possible, it shall be required to notify the Client without undue delay.
5.2
If the Translation Agency fails to meet an expressly agreed delivery date in writing for reasons beyond its control, the Client shall be entitled to cancel the contract unilaterally, provided that it is unreasonable to expect further performance. In such a case, the Translation Agency shall not be liable for any compensation. Such dissolution shall not affect the Client’s obligation to pay for the part of the order already completed.
5.3
Delivery is deemed to have taken place at the time of dispatch/submission. The time of dispatch is the time of posting, delivery to the courier or, in case of electronic dispatch (fax, e-mail, modem, ftp, etc.), the time when the medium has completed the dispatch.
5.4
In connection with the performance of the contract by the Translation Agency, the Client shall do everything that is reasonably necessary or desirable to enable timely delivery by the Translation Agency.
5.5
The Client shall be required to cooperate fully in the delivery of the services provided under the contract with the Translation Agency. The Client shall be in default even without notice if they refuse to accept the delivery, in which case the provisions of Article 6.5 shall apply accordingly.
Article 6 – Fee and payment
6.1
The fee shall in principle be based on the Translation Agency’s current per-word rate or hourly rate, unless agreed otherwise. In addition to its fee, the Translation Agency may charge the Client for any out-of-pocket expenses incurred in the execution of the order. A minimum rate per language combination may be charged for each order.
6.2
The price quoted by the Translation Agency for the service to be rendered shall apply only to performance in accordance with the agreed specifications.
6.3
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.
6.4
All amounts are stated exclusive of VAT.
6.5
Billings must be paid net within 30 calendar days of the invoice date (or within such other period as the Translation Agency may specify in writing), without any discount, set-off or deferral, in the currency in which the bill is drawn up. If payment is not made on time, the Client shall be in default immediately and without notice of default, in which case the Client shall owe statutory interest, plus 2 percentage points, on the invoice amount from the date of default until payment in full.
6.6
If the client fails to pay on time, the Translation Agency shall be entitled to charge extrajudicial collection costs in accordance with the Decree on the payment of extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
Article 7 – Complaints and disputes
7.1
The Client shall notify the Translation Agency in writing of any complaints about the work delivered as soon as possible, but no later than ten working days after delivery. Expressing a complaint does not release the Client from their payment obligation.
7.2
If the Client questions the accuracy of specific translations and asks the Translation Agency for its comments, and if the Translation Agency can subsequently demonstrate that the translations provided are not incorrect, the Translation Agency shall be entitled to charge the Client in full for the additional hours worked and other expenses incurred in connection with such questions.
7.3
If the Client does not lodge any complaints within the period specified in Article 7.1 above, the Client shall be deemed to have fully accepted the product supplied or service rendered by the Translation Agency, and complaints shall only be considered if the Translation Agency at its sole discretion deems such to be expedient. Any alteration by the Translation Agency of any part of the translated or edited text at the Client’s request shall not constitute an acknowledgement by the Translation Agency of having rendered an unsatisfactory performance.
7.4
If the complaint is justified, the Translation Agency shall be entitled to improve or replace the product supplied within a reasonable period of time; if the Translation Agency cannot reasonably comply with the request for improvement or replacement, it may grant a price reduction.
7.5
The Client’s right to lodge complaints shall lapse if the Client has processed or caused to be processed the part of the delivery to which the complaint relates, regardless of whether it has subsequently redelivered the delivery to a third party.
7.6
All disputes arising from and related to this agreement will be brought before the competent court in The Hague, the Netherlands.
Article 8 – Liability and indemnity
8.1
The Translation Agency shall exclusively be liable to the Client for any loss or damage directly and demonstrably deriving from shortcomings attributable to the Translation Agency. The Translation Agency shall never be liable for any other forms of damage, such as indirect damage, consequential damage, trading loss, loss due to delay or loss of profits.
8.2
The Translation Agency’s liability shall in any case be limited to the invoice value, exclusive of VAT, of the part of the order in question already invoiced and/or supplied. Furthermore, the Translation Agency’s liability shall in all cases be limited to an amount of EUR 45,000 per event or per related series of events.
8.3
Ambiguity of the text to be translated relieves the translation agency of any liability.
8.4
The assessment of whether (the use of) a text to be translated or edited or the translated or edited text delivered by the Translation Agency entails certain risks of personal injury shall remain entirely at the Client’s expense and risk.
8.5
The Translation Agency shall not be liable for any damage to or loss of the documents, information or data carriers provided for the purpose of performance of the contract. Nor shall any liability be incurred by the Translation Agency in respect of 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.
8.6
The Client shall indemnify the Translation Agency against any claims by third parties arising from the use of the work delivered.
8.7
The Client shall also indemnify the Translation Agency against any claims by third parties for alleged violation of property rights, patents, copyrights or other intellectual property rights in connection with performance of the contract.
Article 9 – Dissolution and force majeure
9.1
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. The Translation Agency may then demand immediate payment of any amount due to it.
9.2
If the Translation Agency is unable to meet its obligations due to circumstances beyond its control or risk, it shall be entitled to dissolve the contract without being liable to pay any compensation. 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.
9.3
If the Translation Agency has to discontinue further performance of the contract as a result of force majeure, it shall nevertheless retain the right to payment for any work performed up to that point as well as reimbursement for any costs and out-of-pocket expenses incurred.
Article 10 – Copyright
Unless explicitly agreed otherwise in writing, the copyright on translations produced by the Translation Agency shall devolve upon the Client at such time as the Client meets all its financial and other obligations to the Translation Agency in full with respect to the work in question.
Article 11 – Applicable law
All legal relationships between the Client and the Translation Agency shall be governed by Dutch law. In case of differences between the English version of these general terms and conditions and the original in Dutch, the Dutch text shall take precedence. A copy of these general terms and conditions is available on the translation agency’s website and will be sent to the applicant free of charge at any time upon first request.
