General terms and conditions
Vertaalbureau Urgent Vertalen is registered under Chamber of Commerce number 65411382 and is referred to hereafter in these terms and conditions as ‘translation agency’.
A Dutch version of these terms and conditions is available. Should there be differences of interpretation between the Dutch and the English text of these general terms and conditions, the Dutch text takes precedence.
Article 1 – General
These general terms and conditions are applicable to all legal relationships between the translation agency and the client, to the exclusion of any general or other terms and conditions applied by the client unless the translation agency has agreed otherwise in writing.
Article 2 – Quotations and conclusion of the contract
2.1 The translation agency’s general offers and quotations are free of any obligation (‘No obligation’).
2.2 The translation agency may rescind any quotation or delivery time given if it has not had the opportunity to see the entire text to be translated or revised beforehand. The contract comes into effect with the written or verbal acceptance of the translation agency’s quotation by the client or – if no quotation has been offered – with the written confirmation by the translation agency of the order placed by the client.
2.3 The translation agency may consider the client to be the person who has placed the order with it unless that person has expressly stated that they are acting on the mandate, in the name and at the cost of a third party and the name and address of that third party is supplied to the translation agency at the same time.
2.4 Any agreements and undertakings made by representatives or staff of the translation agency shall only be binding once the translation agency has expressly confirmed them in writing.
2.5 In the event of any reasonable doubt on behalf of the translation agency as to whether the client will be able to fulfil their payment obligations, the translation agency shall have the right to demand sufficient security from the client before commencing or continuing with the order.
Article 3 – Changes to, or cancellations of, orders
3.1 Any changes other than those of a minor nature which the client makes to the order after the conclusion of the contract shall entitle the translation agency to amend the time taken to complete the order and/or fee or to refuse the order altogether. In the latter case, the client shall pay for the work on the order that has already taken place and the provisions of paragraph 3 of this article shall apply accordingly.
3.2 Should an order be cancelled by the client, the client shall pay the entire cost of the work on the order that has already been carried out. Furthermore, the client shall, where applicable, pay an hour rate for any research that has already been carried out for the rest of the order. The translation agency shall provide any work already carried out to the client on request. The quality of the work already carried out cannot in this case be guaranteed.
3.3 Should the translation agency have reserved time for the cancelled order, the translation agency may charge the client 50% of the fee for the work on the order not carried out.
Article 4 – Execution of orders and non-disclosure
4.1 The translation agency undertakes to carry out the order to the best of its knowledge and ability and with the application of the necessary expertise, taking into account the purpose specified by the client for the text or texts to be translated or revised.
4.2 Insofar as the execution of the order allows, the translation agency shall treat all information provided to it by the client as confidential. The translation agency shall require its employees to maintain confidentiality. The translation agency is not liable for breaches of confidentiality by employees if it can reasonably show that it could not have prevented that breach.
4.3 Unless expressly agreed otherwise, the translation agency has the right to allow an order to be partially or entirely carried out by third parties, without affecting the translation agency’s responsibility to ensure the confidentiality and proper execution of the order. The translation agency shall require such third parties to maintain confidentiality. The translation agency is not liable for breaches of confidentiality by employees if it can reasonably show that it could not have prevented that breach.
4.4 Where possible, the client is obliged to provide substantive explanation of the text to be translated on request and to provide relevant documentation and terminology where available. Forwarding of such information is entirely at the client’s own expense and risk.
Article 5 – Time taken to complete the order and time of delivery
5.1 The agreed time to complete the order is provisional unless otherwise expressly agreed in writing. As soon as the translation agency has established or expects that it is no longer possible to deliver the order on time, it shall inform the client immediately.
5.2 Should, for reasons which are not outside of its control, the translation agency exceed a time expressly agreed in writing to complete the order, the client is entitled to cancel the contract if the completion of the work can no longer be expected within a reasonable period. The translation agency is then not obliged to pay compensation. The cancellation does not release the client from the obligation to pay for the work on the order already carried out.
5.3 The order is considered to have been delivered at the time that the translation or revision is sent. The time that the translation or revision is sent is the moment that it is put in the post, given to a courier or, when sent electronically (fax, e-mail, modem, ftp, etc.), the moment when the medium has completed sending.
5.4 In respect of the execution of the contract, the client is obliged to do everything reasonably necessary or appropriate to ensure that the translation agency can to deliver on time.
5.5 The client is obliged to lend his/her fullest co-operation to ensure that the order is delivered in accordance with the contract with the translation agency. The client shall be in default of his/her obligations under the contract without having been sent a demand if he/she refuses to accept the order, in which case, the provisions of article 6.5 shall be accordingly applicable.
Article 6 – Fee and payment
6.1 The fee is based in principle on the word or hour rate as applied by the translation agency unless otherwise agreed. As well as the fee, the translation agency may charge the client for expenses in connection with the execution of the order. A minimum rate per language combination may be charged for every order.
6.2 The price given by the translation agency for the work to be carried out is only valid for work in accordance with the agreed specifications.
6.3 The translation agency is entitled to increase the agreed price if extra text to be translated or revised, unclear copy, faulty computer programmes or data files are delivered by the client which force the translation agency to undertake more work or incur more costs than the translation agency could reasonably have expected. The above examples are not exhaustive.
6.4 All prices given are exclusive of VAT.
6.5 All invoices must be paid net within 14 days of the invoice date (or within any other period if given in writing by the translation agency) in the currency in which the invoice is drawn up without the application of any discount, adjustment or suspension. If payment is not made on time, the client shall be deemed to be in default without further notice, in which case, statutory interest at the rate of 2 per cent shall be applied to the invoiced amount from the date of default until the moment of full payment.
6.6 Should the client remain in default, the translation agency shall be entitled to charge extra-judicial collection costs in accordance with the Compensation for Extra-Judicial Costs Order [Besluitvergoeding voor buitengerechtelijke incassokosten].
Article 7 – Complaints and disputes
7.1 The client must make any complaints about the delivery of the order known to the translation agency as quickly as possible and, in any case, within ten work days and in writing. Lodging a complaint does not release the client from any payment obligations.
7.2 Should the client question the correctness of certain translation solutions and ask the translation agency for a response, and the translation agency can reasonably show that the translations given are not incorrect, the translation agency is entitled to charge the client for all extra hours worked to do that and any other related costs.
7.3 Should the client have made no complaints within the period stated in paragraph 7.1, he shall be deemed to have accepted the delivery in its entirety and complaints shall only be considered at the sole discretion of the translation agency. Amendments by the translation agency to any part of the translated or revised text at the request of the client does not mean that the translation agency accepts that an inferior service has been provided.
7.4 Should the complaint be found to be valid, the translation agency is entitled to a reasonable period of time in which to improve or replace the delivered order. If the translation agency cannot reasonably meet the demand for an improvement or replacement, it may grant a discount.
7.5 The right of the client to submit complaints lapses if the client has revised, or had revised, the part of the delivered order over which there is a complaint or complaints, irrespective of whether he/she has supplied the delivered order to a third party or not.
Article 8 – Liability and indemnity
8.1 The translation agency is only liable in respect of the client for damage or loss which is the direct and demonstrable consequence of a shortcoming that is attributable to the translation agency. The translation agency is in no circumstances liable for any other form of damage or loss, such as indirect, consequential and/or business losses, losses due to delay and loss of profits.
8.2 The liability of the translation agency is in any case limited to the invoiced value, exclusive VAT, of the invoiced and/or delivered portion of the relevant order.
8.3 Ambiguity in the text to be translated releases the translation agency from any liability.
8.4 The judgement as to whether a text or the use of a text to be translated or revised, or the text or the use of the text once translated or revised by the translation agency, includes certain risks of physical injury, is entirely at the client’s own risk and expense.
8.5 The translation agency is not liable for damage to, or loss of, documents, data or data carriers which have been made available for the execution of the contract. The translation agency is also not liable for costs and/or damage incurred as a consequence of the use of information technology (IT) and means of telecommunication or as a consequence of the transport of data or data carriers or the presence of computer viruses in files or data carriers supplied by the translation agency
8.6 The client indemnifies the translation agency from all claims from third parties which may arise out of the use of the delivered order.
8.7 The client also indemnifies the translation agency against all claims from third parties in respect of alleged breach of rights of ownership, patent, copyright or other intellectual rights in the execution of the contract.
Article 9 – Dissolution and force majeure
9.1 If the client is unable to fulfil his/her obligations, be declared bankrupt or if a petition for his/her bankruptcy has been filed, if the client has applied for or been granted a suspension of payment, or if the client has been declared subject to a debt rescheduling scheme as a natural person or if his/her company has gone into liquidation, the translation agency is entitled to dissolve the contract partially or completely and to cease its execution without any obligation to compensate the client. The translation agency can also demand immediate payment of any amounts owing.
9.2 Should the translation agency be unable to fulfil its obligations due to circumstances for which it cannot be held responsible or force majeure, it is entitled to dissolve the contract without any obligation to compensate the client. Such circumstances (force majeure) include – but are not limited to – fire, accident, sickness, strike action, riots, war, acts of terrorism, transport delays, government measures, interruptions to the provision of services by internet providers, negligence by suppliers or other circumstances over which the translation agency has no influence.
9.3 Should the translation agency be compelled by force majeure to discontinue the execution of the contract, it reserves the right to payment for the work carried out up to that point in time and any expenses incurred or advances paid.
Article 10 – Copyright
Unless otherwise expressly agreed in writing, the copyrights to the translations produced by the translation agency pass to the client at the moment that he/she fulfils all his/her obligations to the translation agency in respect of the order in question.
Article 11 – Applicable law
Dutch law is applicable to all legal relationships between the client and the translation agency.