Article 1 - Applicability of the terms & conditions
- These terms and conditions shall apply to all offers and agreements between the Translator of Meester Vertalers (hereinafter: the translator) and the client, in respect of which the translator has declared these terms and conditions to be applicable, to the exclusion of the client’s terms and conditions unless the translator has expressly agreed that they shall apply.
- 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; entering into an agreement
- All quotations and cost estimates shall be without obligation.
- The agreement shall take effect on the acceptance in writing (or e-mail message) by the client of the quotation submitted by the translator. In the event of the translator being unable to examine the complete text within five working days before submitting her quotation he may retract the cost estimate and lead times he has quoted after the client has accepted the quotation. All quotations and fees stated shall be excluding VAT (BTW) unless it has clearly been agreed to be otherwise.
- The translator may consider her client to be the person who has commissioned the work, unless the said person has clearly stated that he is acting on behalf of, on the orders of and on the account of a third party and providing the name and address of the said third party are concurrently submitted to the translator.
Article 3 - Alteration/withdrawal of commission
- 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 adapt the lead time and/or remuneration or to reject the commission.
- In the event of a commission being withdrawn by the client he shall be liable for payment of that part of the commission that has already been executed and for payment on the basis of a fee per hour for research that has been undertaken with respect to the remainder of the commission.
- Should the translator have reserved time for the execution of the commission and not be able to use this time for other work, the client shall pay the translator 50% of fee covering the portion of the commission that has not been executed.
Article 4 - Execution of commissions, confidentiality
- The translator shall commit herself to executing the commission to the best of her ability, thereby employing sound professional knowledge and skills, with due regard to the purpose specified by the client.
- The translator shall treat all information entrusted to her by the client with the strictest confidence. The translator shall require her employees to observe the strictest confidence. Should an employee breach the said confidence, the translator shall not, however, be held liable if he can demonstrate that it was not in her power to prevent such disclosure.
- Unless it has been expressly stipulated to the contrary, the translator shall be entitled to have the commission (partly) executed by a third party, without prejudice to her responsibility for the observance of confidentiality and for the quality of execution of the commission. The translator shall require the said third party to observe the strictest confidence.
- On request, the client shall provide the translator with information regarding the contents of the text to be translated, including documentation, reference material and terminology. Dispatch of the documents concerned shall be at the client’s risk and expense.
- The translator shall not be held responsible for the accuracy of information supplied to her by the client and shall on no account accept liability for damage of any kind if the translator has operated from inaccurate or incomplete information supplied to her by the client, even if such information was supplied to her in good faith.
Article 5 - Intellectual Property
- Unless it is expressly stated in writing to the contrary, the translator shall retain the copyright on translations and other texts executed by her.
- The client shall indemnify the translator from any claim by a third party regarding alleged breach of rights of ownership, patent, authors' copyright or other intellectual property in connection with the execution of the commission.
Article 6 – Rescission
In the event of the client failing to honour her commitments, or in the case of bankruptcy, moratorium, receivership or liquidation of the client’s business, the translator shall be entitled wholly or partially to rescind the agreement or to delay the execution of the commission, such action never rendering her liable for any claim for damages. He may then demand immediate payment of remuneration due to her.
Article 7 - Complaints and disputes
- The client shall report complaints concerning the work delivered by the translator as soon as possible and inform her in writing of her dissatisfaction within ten days after acceptance. The reporting of a complaint shall in no way relieve the client of her obligation to pay for the work delivered.
- Should the complaint be well-founded, the translator shall improve or replace the delivered work within a reasonable period of time, or - if the translator cannot reasonably comply with the request for improvement - agree to a reduction in the fee.
- The client’s right to make a claim shall cease if he has revised - or has caused to be revised - the work as delivered and has subsequently passed it on to a third party.
Article 8 - Lead time, delivery
- The agreed lead time shall be an estimated time, unless expressly stipulated otherwise in writing. As soon as it becomes apparent to the translator that the agreed delivery time is not feasible, he shall be bound to inform the client immediately.
- Should the translator be accountable for the delay in delivery, the client shall be entitled - if it is unreasonable for her to wait any longer - to rescind the agreement unilaterally. In this event the translator shall not be entitled to any compensation.
- Delivery shall be considered to have taken place at the moment of delivery by hand, dispatch by normal postal service, e-mail, fax, telex, courier, modem.
- Delivery of documents via electronic post shall be considered to have taken place when the medium has confirmed the dispatch.
Article 9 - Fees and payment
- The translator’s fee is in principle based on a word rate. For work other than translation a fee based on an hourly rate will in principle be charged. The translator may, in addition to her fee, declare the advance payment incurred in executing the commission.
- All sums shall be stated excluding value-added tax (BTW), unless it has been expressly stated to the contrary.
- Accounts should be settled at the latest date 30 days after the date of the invoice in the currency in which the invoice is drawn up. Should the payment not be made within the period specified, the client shall immediately, without further notification, be in default, in which case the client shall be liable for the statutory interest from the date of default to the moment of full settlement.
- In the event of extrajudicial collection, collecting rates of 15% over the first EUR 2,269.45 of the capital sum plus interest shall be levied and a rate of 10% over the remainder, with a minimum collection charge of EUR 68.08.
Article 10 - Liability and indemnity
- The translator shall be responsible solely for damage that is the direct and demonstrable result of a shortcoming for which the translator can be held accountable. The translator shall never be liable for any other form of damage such as consequential loss, loss due to delay or loss of income or profits. The liability shall in every case be limited to a sum equal to the invoice value excluding value added tax (BTW) of the commission concerned.
- Ambiguity in the text to be translated indemnifies the translator from any liability.
- Judgment as to whether the text to be translated, or the translated text, contains certain risks of bodily harm or injury shall be the sole responsibility and liability of the client.
- The translator shall not be held responsible for damage to or the loss of documents, information or information carriers placed at her disposal for the purpose of executing the commission. Nor shall the translator be held liable for damage arising from the use of information technology or modern means of telecommunication.
- The client shall be bound to indemnify the translator from all claims from third parties arising from the utilization of the work delivered, excepting the liability of the translator that may exist on the grounds of the provisions of this article.
Article 11 - Force Majeure
- In the present terms and conditions, force majeure shall be understood, in addition to the legal definition and definition of the term according to case law, 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 her commitments. Such circumstances shall in any case include - but not exclusively - fire, accident, illness, industrial action, rebellion, war, governmental measures or hindrance or restriction of transport.
- During the period covered by force majeure the translator’s commitments shall be suspended. Should the period within which force majeure prevents the translator from meeting her commitments exceed two months, either party shall be empowered to rescind the agreement; no obligation of indemnity shall in such case arise. If the client is the consumer the empowerment to rescind shall only apply in so far as such empowerment is enforceable by law.
- If, at the time of the commencement of force majeure the translator has partially met her commitments, or can only partially meet her commitments, the translator shall be entitled to draw up a separate invoice covering the work executed and the client shall be bound to pay the said invoice as though it applied to a separate agreement.
Article 12 – Applicable law
- The law of the Netherlands shall be applicable to all legally binding transactions between the client and the translator.
- Any dispute shall be subject to the judgment of the competent Dutch court.
- In the event of discrepancies or ambiguity between the original Dutch version of these Terms and Conditions and this translation, the Dutch text shall prevail.
Article 13 - Deposit and registration Meester Vertalers is registered in the Register of the Chamber of Commerce of Alkmaar under number 51522047.