This English version is a translation from Dutch. In the event of any discrepancy between the two, the Dutch version will prevail.
Definitions
Client:
- The natural or legal person who has agreed the contract (of Work) with the Contractor;
- The natural or legal person who, by means of an authorisation, has given permission to a third party to agree the contract for services with the Contractor;
Contract (of Work):
The contract to be agreed by the Client and the Contractor concerning translation or copywriting work;
Contractor:
The natural or legal person performing the Client’s translation or copywriting work;
Work:
The final version of the file/document after the translation work or copywriting work has been performed.
Article 1. Applicability of Terms and Conditions
1.1 These Standard Terms and Conditions apply to all quotations made by the Contractor and all contracts between the Contractor and the Client.
1.2 The Contractor declares these Standard Terms and Conditions applicable to each quotation and/or contract entered into with the Client.
1.3 With regard to the performance of the Work, the Contractor is allowed to engage the services of her employees or third parties, in which event the Contractor exercises due care and diligence.
1.4 If at any time one or more provisions of these Standard Terms and Conditions becomes void or voidable, whether in part or in full, the rest of these Standard Terms and Conditions remain in place. In this event, the Contractor and the Client will agree on the replacement of the void or voidable provisions by new provisions, while retaining the purpose and scope of the original provisions as far as is possible.
1.5 If there is anything unclear or contentious regarding the interpretation of any of the provisions in these Standard Terms and Conditions, then the interpretation will be made in accordance with the spirit of these provisions.
1.6 If a situation arises between the parties that has not been provided for in these Standard Terms and Conditions, this situation will be judged in accordance with the spirit of these Standard Terms and Conditions.
1.7 If the Contractor does not insist on the strict observance of these Standard Terms and Conditions at all times, this does not mean that the provisions concerned have become inapplicable or that, in other cases, the Contractor has in any way relinquished the right to insist on the strict observance of the provisions of these Standard Terms and Conditions.
Article 2. Quotations, formation of contract
2.1 All offers and quotations made by the Contractor are without obligation.
2.2 Quotations and deadlines may at all times be revoked if the Contractor was unable to see the full text before the quotation was given. The contract is formed by the client’s written acceptance of the Contractor’s quotation or, if no quotation was given, by the Contractor’s written confirmation of the assignment.
2.3 The Contractor is entitled to regard as the client as the person who extended the assignment, unless that person expressly indicated that they were acting in the name of and for the account of a third party, and provided that party’s name and address were supplied to the Contractor at the same time.
2.4 The Contractor cannot be held to the quotation, if that quotation, or part of it, contains an obvious mistake or clerical error.
Article 3. Changing or cancelling assignments
3.1 If the client makes changes, other than minor ones, to the assignment after the contract has been formed, the Contractor is entitled to revise the delivery date and the fee.
3.2 If a client cancels an assignment, the client is liable to pay for that part of the assignment that has already been completed plus a fee for research already carried out for the remainder, charged on an hourly basis. The Contractor will place the work already completed at the client’s disposal.
3.3 If the Contractor has reserved time for the assignment and is unable to put the reserved time to other gainful use, the client is required to pay 50% of the fee for that part of the assignment not carried out.
Article 4. Performance of assignments, confidentiality
4.1 The Contractor undertakes to perform the Work to the best of their professional knowledge and ability for the purpose specified by the Client.
4.2 The Contractor will treat all information supplied by the Client as strictly confidential.
4.3 Unless expressly agreed otherwise, the Contractor may have all or part of an assignment performed by a third party or third parties, without prejudice to her responsibility to observe confidentiality and ensure that the assignment is carried out properly. The Contractor requires such third parties to maintain confidentiality.
4.4 Upon request and where possible, the client will supply relevant information about the text to be translated, and also documentation and terminology, if available. Such documents will be sent for the account of and at the client’s own risk.
Article 5. Copyright
5.1 Unless expressly otherwise agreed in writing, the Contractor retains the copyright on translations and other texts produced by the Contractor.
5.2 If, for the execution of the contract, the Contractor acquires knowledge about how to translate certain words/terminology, the Contractor has the right to use this knowledge for other purposes, or for the performance of other assignments. All this, on the understanding that the Contractor does not thereby prejudice their duty of confidentiality regarding the Client.
5.3 The client indemnifies the Contractor 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. Termination
6.1 The Contractor has the right to terminate the contract in full or in part if the Client defaults on their obligations, goes into liquidation, applies for a moratorium, is subject to a petition for insolvency, or fully or partially terminates or dissolves their business.
6.2 If it becomes apparent after formation of the contract that the assignment cannot reasonably be accomplished, and if this non-performance is due to the information provided by the Client, the Contractor is authorised to terminate the contract or charge extra costs for the work not included in the quotation. The above also applies if, during the performance of the work, it emerges that the information provided by the Client at the time of contract formation is fundamentally different from what is provided during the execution of the contract.
Article 7. Complaints and disputes
7.1 The client must notify the Contractor of any complaints concerning the work delivered as soon as possible and in writing within 10 working days of delivery. The fact that a complaint has been made does not release the client from their obligation to pay for the work delivered.
7.2 If the complaint is justified, the Contractor will correct or replace the work delivered within a reasonable period of time or, if the Contractor cannot reasonably comply with the client’s wish that the work be improved, the Contractor will grant a price reduction.
7.3 The client’s right to lodge a complaint lapses if the Client has modified the work delivered themselves, or has instructed a third party to modify the work without written permission from the Contractor and subsequently has this revision published or printed.
Article 8. Deadlines and delivery dates
8.1 Any agreed delivery date is no more than a target, unless expressly agreed otherwise in writing. The Contractor will notify the client without delay if it becomes clear that it will not be possible to deliver the translation at the agreed time.
8.2 If the Contractor fails to meet an agreed deadline, in breach of the contract, and the client cannot reasonably be expected to wait for completion of the assignment, the client may cancel the contract unilaterally. In that case the Contractor will not be liable to pay any compensation.
8.3 The translation is deemed to have been delivered on the date and at the time it is sent.
8.4 Data delivered by electronic mail are deemed to have been delivered at the time the medium confirms dispatch.
Article 9. Fee and payment
9.1 Translation fees are normally based on a rate per word. A project fee may include other work charged at an hourly rate.
9.2 Copywriting fees are based on the estimated time required for the fulfilment of the assignment at an hourly rate.
9.3 The Contractor reserves the right to change these rates annually to reflect inflation and market changes. Any rate changes will be expressly communicated to the client in advance. The Contractor may also charge for travel or other expenses agreed in advance with the client and connected with the performance of the assignment.
9.4 If the Contractor and Client agree on a fixed fee, the Contractor has the right to increase this fee if the Client changes scope of the assignment in anyway after agreeing the contract, or the scope changes due to anything that could not reasonably have been foreseen at the time of agreeing the contract. In this event, the Client has the right to terminate the contract, unless the parties accept a new fee or price after mutual consultation.
9.5 All sums stated are excluding VAT.
9.6 Invoices must be paid in full within 21 days from invoice date. After the 21-day period has expired, the Client will be in default immediately and without further notice of default, in which case the Client owes the statutory interest from the due date to the moment of full settlement.
9.7 If the Client is in default or non-compliant, then all reasonable costs incurred for obtaining a settlement in or out of court are for the Client’s account. Extrajudicial collection costs are calculated based on the generally accepted debt collection rates in the Netherlands. The debt collection costs payable are subject to (statutory) interest rates.
9.8 The Client does not have the right to set off the amount they owe the Contractor. Objections against the invoiced amount do not suspend the payment obligation.
Article 10. Liability and indemnity
10.1 The Contractor is only responsible for damage and/or loss which is a direct and demonstrable consequence of a fault for which the Contractor can be held accountable in law. The Contractor is never liable for any other form of loss or damage, such as trading or consequential loss, loss due to delay, or loss of profit.
10.2 In all cases, the Contractor’s liability is limited to the amount invoiced for the assignment excluding VAT.
10.3 The Contractor is relieved of any liability if the text to be translated is ambiguous.
10.4 The Client indemnifies the Contractor against all claims made by third parties who have incurred damage/loss in connection with the performance of the Work, if this damage/loss is attributable to a party other than the Contractor. Furthermore, in so far as the Contractor’s liability exists on the basis of this Article, the Client will indemnify the Contractor against all claims from third parties arising from the utilization of the work delivered.
10.5 The Contractor is not liable for any loss of or damage to the documents, information or data carriers made available to her for the purpose of performing the assignment. Nor is the Contractor liable for loss or damage arising as a result of the use of information technology or modern means of telecommunications.
Article 11. Force Majeure
11.1 In these Standard Terms and Conditions, ‘force majeure’ is understood to be that what is meant by force majeure in statutory law and case law, as well as all external causes, foreseeable or not, that are beyond the Contractor’s control and that prevent the Contractor from meeting their obligations. Its meaning includes – but is not limited to – fire, accident, illness, strike, riot, war, government measures, prolonged power cuts, disrupted data transfer, and terrorist threats.
11.2 During the period of force majeure, the Contractor’s obligations are suspended. If the Contractor is unable to meet their obligations due to force majeure, both parties are authorised to terminate the contract, without any damages being required. However, the obligation to pay for work already performed remains in place. If the Client is a private individual, the right to suspend the contract only applies in so far as this right is enforceable by law.
11.3 If, at the commencement of force majeure, the Contractor has already met part of the obligations, or is only able to meet part of the obligations, the Contractor has the right to issue a separate invoice for the work performed so far, and the Client must pay this invoice as though it concerned a separate contract.
Article 12. Applicable law, Disputes and Competent Court
12.1 All legally binding transactions between the Client and the Contractor are governed by Dutch law.
12.2 Any dispute about these Standard Terms and Conditions is subject to the judgment of the competent Dutch court.
12.3 The parties will only initiate court proceedings if they have done their utmost to resolve the dispute by mutual consultation or mediation.
