Article 1 – Applicability of the terms of business
1.1 These terms of business shall apply to all transactions and agreements between the translator X (hereinafter referred to as “the translator”) and the principal, in respect of which the translator has declared these terms and conditions to be applicable, to the exclusion of the principal’s terms of business, to the extent that the translator has not explicitly departed from them.
1.2 These terms and conditions shall also apply to all agreements with the translator, the execution of which may require the involvement of third parties.
Article 2 – Quotations, conclusion of contract
2.1 All offers and quotations submitted by the translator are without obligation.
2.2 The contract shall take effect on the acceptance in writing by the principal of the quotation submitted by the translator or – should no quotation have been submitted – by the confirmation in writing by the translator of an order placed by the principal. If the translator has been unable to view the complete text for the quotation within five working days, he may, however, revoke the quotation and timeframe given after the client’s acceptance of the quotation. All quotations and offers are made exclusive of VAT, unless expressly stated otherwise.
2.3 The translator may consider his client to be the person who has commissioned the work, unless that person has expressly stated that he is acting on behalf of and at the behest of a third party and provided that the name and address of that third party are supplied to the translator at the same time.
Article 3 – Alteration and withdrawal of commission
3.1 If, after the contract has been concluded, the client makes any alteration other than minor changes to the original commission, the translator shall be entitled to amend the lead time and/or the fee or to reject the commission.
3.2 Should the client withdraw the commission, he shall be liable for payment of that part of the commission that has already been executed and for payment on the basis of an hourly fee for research that has already been carried out with regard to the remainder.
3.3 If the translator has reserved time for the execution of the commission and this time cannot be used elsewhere, the principal shall be required to pay 50% of the fee for the portion of the commission that has not been executed.
Article 4 – Performance of assignments, confidentiality
4.1 The translator shall commit himself to executing the commission to the best of his knowledge and ability with due regard for the purpose specified by the client.
4.2 The translator shall treat all information supplied by the client as strictly confidential. The translator shall require his employees to observe the strictest confidence. However, the translator shall not be liable for any breach of confidentiality by his employees if he can reasonably demonstrate that he was unable to prevent this breach.
4.3 Unless expressly agreed to the contrary, the translator shall be entitled to have the commission (partly) executed by a third party, without prejudice to his responsibility for the confidential treatment and proper execution of the commission. The translator shall require such third party to observe the strictest confidence.
4.4 On request, the principal shall provide information about the content of the text to be translated, as well as documentation and terminology. Dispatch of such documents shall be at the client’s risk and expense.
4.5 The translator cannot guarantee the accuracy of information supplied to him by the principal and accepts no liability for damage of any kind if the translator has relied on incorrect or incomplete information supplied by the principal, even if such information was supplied in good faith.
Article 5 – Intellectual property
5.1 Unless expressly agreed otherwise in writing, the translator shall retain the copyright on translations and other texts produced by the translator.
5.2 The principal shall indemnify the translator against claims from third parties arising from alleged infringement of property rights, patents, copyright or other intellectual property rights in connection with performance of the contract.
Article 6 – Rescission
If the principal fails to meet his obligations, or in the case of bankruptcy, suspension of payments or liquidation of the principal’s business, the translator shall be entitled to rescind the contract in whole or in part or to suspend performance of the contract without being required to pay any compensation. He may then claim immediate payment of what he is owed.
Article 7 – Complaints and disputes
7.1 The principal shall report complaints concerning the work delivered by the translator as soon as possible and in any event in writing within ten working days of delivery. The expression of a complaint shall not relieve the principal of his obligation to pay.
7.2 If the complaint is well-founded, the translator will improve or replace the delivered work within a reasonable period of time or, if the translator cannot reasonably comply with the request for improvement, offer a reduction in the price.
7.3 The principal’s right to complain shall lapse if the principal has revised the work delivered, or has had it revised, and has subsequently passed it on to a third party.
Article 8 – Term and time of delivery
8.1 The agreed delivery period is a target, unless expressly agreed otherwise in writing. As soon as it becomes apparent to the translator that he is unable to deliver the work on time, he shall inform the principal without delay.
8.2 If the agreed deadline is exceeded for reasons attributable to the translator, and if it is unreasonable to expect the work to be completed on time, the principal shall be entitled to rescind the contract unilaterally. In that case the translator shall not be required to pay any compensation.
8.3 Delivery shall be considered to have taken place at the moment of delivery by hand, dispatch by ordinary mail, fax, courier or modem.
8.4 Delivery of data by electronic mail is deemed to have taken place at the moment the medium has confirmed the transmission.
Article 9 – Fee and payment
9.1 The fee for a translator is in principle based on a rate per word. For work other than translation a fee based on an hourly rate will in principle be charged. In addition to his fee, the translator may also charge the client for any out-of-pocket expenses incurred in the execution of the commission.
9.2 The fee is exclusive of VAT, unless expressly agreed otherwise.
9.3 Invoices must be paid within 30 days of the invoice date in the currency in which the invoice is drawn up. After the expiry of the 30-day period, the Principal will be in default immediately and without further notice, in which case the Principal will owe statutory interest on the invoice amount from the date of default until payment is made in full.
9.4 In the event of extrajudicial collection costs, a collection rate of 15% on the first € 2269.45 of the principal sum with interest and a rate of 10% on the balance, with a minimum of € 68.08, shall apply.
Article 10 – Liability: indemnity
10.1 The translator shall be liable solely for damage that is the direct and demonstrable result of a shortcoming for which the translator can be held responsible. The translator shall never be liable for any other form of damage such as consequential loss, loss due to delay or loss of profit. The liability shall in every case be limited to a sum equal to the invoice value excluding value-added tax (VAT) of the commission concerned.
10.2 Ambiguities in the text to be translated shall release the translator from any liability whatsoever.
10.3 The assessment as to whether a text to be translated or the translation involves certain risks of bodily harm or injury shall be the sole responsibility and liability of the principal.
10.4 The translator is not liable for damage to or the loss of documents, information or data carriers made available for the purpose of executing the contract. Nor shall the translator be held liable for damage arising from the use of information technology and modern means of telecommunication.
10.5 The principal shall be bound to indemnify the translator from all claims from third parties arising from the use of the work delivered, except insofar as the translator is liable on the grounds of the present article.
Article 11 – Force majeure
11.1 In the present terms and conditions, force majeure shall be understood, in addition to the legal definition and interpretation of the term, to include all exterior causes, whether anticipated or not, over which the translator cannot exercise any control, but which prevent the translator from being able to meet his commitments. Such circumstances shall in any case include, but not exclusively, fire, accident, illness, strikes, riots, war, governmental measures and transport restrictions.
11.2 During the period of force majeure, the translator’s obligations shall be suspended. Should the period during which the translator is unable to meet his commitments as a result of force majeure exceed two months, both parties shall be entitled to rescind the contract without any obligation to pay compensation. If the principal is a consumer, the right to rescind referred to in this paragraph shall apply only in so far as such authority is vested in him/her by law.
11.3 If, at the time force majeure takes effect, the translator has already partially met his commitments, or can only partially meet his commitments, the translator shall be entitled to invoice the work performed separately and the principal shall be bound to pay the invoice as if it were a separate agreement.
Article 12 – Applicable law
12.1 The legal relationship between the principal and the translator shall be governed by Dutch law.
12.2 All disputes concerning these general terms and conditions shall be subject to the jurisdiction of the competent Dutch court.