GENERAL TERMS AND CONDITIONS
- The Text Expert is a text and translation agency.
- M.A. Slootdreef 237, 2724AJ in Zoetermeer, The Netherlands
- Other company details:
Phone: 0031 (0)683714457
Chamber of Commerce Den Haag: 56371594
Definitions Client: 1) The natural or legal person who has entered into the contract (of Work) with The Text Expert; 2) The natural or legal person who, by means of an authorization, has given permission to a third party to enter into the contract for services with The Text Expert;
Contract (of Work): The contract to be entered into by The Text Expert and Client;
Translation: The final version of the file/document after the work has been performed.
2 – Applicability of Terms and Conditions 2.1 These General Terms and Conditions apply to all quotations made by The Text Expert and all contracts between The Text Expert and the Client.
2.2 The Text Expert declares these Terms and Conditions applicable to each quotation and/or contract she enters into with the Client.
2.3 With regard to the performance of the Work, The Text Expert is allowed to engage the services of her employees or third parties, in which event The Text Expert exercises due care and diligence. 2.4 If at any time one or more provisions of these General Terms and Conditions become void or voidable, whether in part or in full, the rest of these General Terms and Conditions remain in place. In this event, The Text Expert 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 much as possible.
2.5 If there is anything unclear or contentious about the interpretation of any of the provisions in these General Terms and Conditions, then the interpretation will be made in accordance with the spirit of these provisions.
2.6 If a situation arises between parties that has not been provided for in these General Terms and Conditions, this situation will be judged in accordance with the spirit of these General Terms and Conditions.
2.7 If The Text Expert does not insist on the strict observance of these General Terms and Conditions at all times, this does not mean that the provisions concerned have become inapplicable or that, in other cases, The Text Expert has in any way relinquished the right to insist on the strict observance of the provisions of these General Terms and Conditions.
Article 3 – Applicable Law, Disputes, and Competent Court 3.1 All legally binding transactions between the Client and The Text Expert are governed by Dutch law.
3.2 Any dispute about these General Terms and Conditions are subject to the judgment of the competent Dutch court.
3.3 The parties initiate court proceedings only if they have done their utmost to resolve the dispute by mutual consultation.
Article 4 – Quotations, Contract Formation 4.1 All quotations and estimates made by The Text Expert are without obligation.
4.2 Contract formation takes place by the Client’s written acceptance of the quotation, or by The Text Expert’s acceptance of the Work commissioned to him/her by the Client. The Text Expert gives a detailed description of how the source material is to be submitted and within what time frame(s) the source material must be in The Text Expert’s possession.
4.3 If, for quotation purposes, The Text Expert has not been able to examine the complete text of the Work within five working days after the quotation date, he/she may still revoke the quotation and/or the lead times after the Work/quotation has been accepted. The aforementioned stipulation also applies if the files/documents submitted by the Client do not comply with the specifications of the source materials as referred to in Article 2.2.
4.4 If the Client accepts the submitted quotation under the condition of one or more modifications, then a new quotation will have to be submitted. If, in this event, no new quotation is submitted, no new contract formation takes place.
4.5 A combined quotation does not oblige The Text Expert to perform part of the Work at a pro rata quotation price. Previously submitted quotations do not automatically apply to future work.
4.6 The Text Expert cannot be held to her quotation, if that quotation, or part of it, contains an obvious mistake or clerical error.
4.7. All quotations and offers are made exclusive of Dutch value added tax (btw), unless explicitly agreed otherwise.
4.8. The Text Expert may consider as a Client any person or entity that has placed an order with The Text Expert, unless said person or entity explicitly states that they are acting on the instructions, on behalf and at the expense of a third party, whose name and address shall be disclosed to The Text Expert at the same time.
Article 5 – Performance of the Work and Confidentiality 5.1 The Text Expert undertakes to perform the Work to the best of his/her knowledge, ability, and expertise, keeping in mind the Client’s stated purpose of the translation.
5.2 The Text Expert keeps all information provided by the Client strictly confidential. The Text Expert’s employees and/or third parties engaged in the execution of the contract are bound to confidentiality. The Text Expert is however not liable for any breach of confidentially by her employees and freelancers if she can demonstrate plausibly that she was unable to prevent this breach.
5.3 Unless it has been expressly stipulated otherwise, The Text Expert is authorized to have the Work (partly) performed by a third party, without prejudicing his/her responsibility for observing confidentiality and for the proper performance of the Work.
5.4 If, during the execution of the contract, it appears that, for its proper execution, some modification or addition to the contract is required, the parties will modify the contract in a timely manner and by mutual consultation. As a result, the price initially agreed on may be raised or lowered. If such situations occur, The Text Expert will submit a cost estimate whenever possible. By modifying the contract, the initially quoted price may be changed. The Client accepts the fact that the contract may be modified, including an adjustment in price and lead time.
5.5. Upon request and where possible, the Client shall honour any request by The Text Expert for information, by supplying relevant information about the content of the text to be translated and also documentation and lists of terms, if such are available.
5.6. The Text Expert cannot vouch for the correctness of the information supplied by the Client and does not accept any liability for damage and/or loss, of whatever nature, caused by the use of the information supplied.
Article 6 – Complaints and Disputes 6.1 The Client notifies The Text Expertin writing of any complaints concerning the work delivered as soon as possible within five working days after delivery. Lodging a complaint does not release the Client from his/her obligation to pay for the work delivered.
6.2 If the complaint is well-founded, The Text Expert will improve or replace the delivered work within a reasonable period of time or, if The Text Expert cannot reasonably comply with this requirement, he/she will grant a price reduction.
6.3 The Client’s right to lodge a complaint becomes void if the Client has revised the work himself/herself or has ordered a third party to revise it without The Text Expert’s written permission and subsequently publishes this revision or, as the case may be, has it printed.
Article 7 – Lead Time and Date of Delivery 7.1 Unless expressly stipulated otherwise, the agreed lead time is an estimate. As soon as it becomes apparent to The Text Expert that the agreed delivery date is not feasible, The Text Expert is obliged to notify the Client without delay.
7.2 In the event of an attributable failure to meet the agreed lead time, the Client has the right to terminate the contract unilaterally if he/she cannot, within reason, be expected to wait for its completion any longer. In that case, The Text Expert is not obliged to pay any damages.
7.3 Delivery is considered to have taken place at the time of personal delivery or dispatch by regular mail, telefax, courier, or electronic mail. Delivery of documents via electronic mail is considered to have taken place at the time when the medium confirms the dispatch.
Article 8 – Fee 8.1 In principle, The Text Expert’s fee is based on a per-word rate. A fee may occasionally be charged on the basis of an hourly rate. In addition to a fee, The Text Expert may charge the Client for any disbursements related to the performance of the Work.
8.2 Unless expressly agreed otherwise, the agreed fee is exclusive of value-added tax (sales tax).
Article 9 – Payment 9.1. Accounts should be settled within 30 days of the invoice date, in the currency specified in the invoice. After the 30-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. The invoice shall state the final due date by which the invoice must be paid.
Artikel 10 – Exceeding the payment term 10.1. Once the payment term referred to in the invoice has expired, the Client is immediately and without any further notice in default. In that case, The Text Expert shall be entitled to charge the Client for statutory interest from the due date of the premium invoice until the time of payment in full.
10.2. Once the payment term referred to in the invoice has expired, The Text Expert will send the Client a payment reminder, and will give the Client a reasonable period of seven days within which it can still meet its payment obligations. The Client is obliged to pay the outstanding amount including the statutory interest rate for commercial transactions (8.05%) within seven days after the due date.
10.3. Where payment is not received within the period allowed in the reminder, The Text Expert will send the Client a final notice of default to pay the outstanding amount within seven days of the date of the notice, including the statutory interest rate for commercial transactions (8.05%) and € 15.00 administration fee.
10.4. If payment of the outstanding amount is still not made within 7 days following the date of the final demand, the collection of the payment arrears will immediately be transferred to our collection agency Van Es Gerechtsdeurwaarders & Incasseerders in Rotterdam. In this case all in-court and out-of-court collection charges based on the Dutch Legal Collection Costs Act in accordance with Article 6:96 of the Civil Code shall be for the Client’s account in addition to the interest and administration fee cited above. The entire claim will become immediately demandable, in one payment, including any future instalments not yet expired.
10.5 The Client does not have the right to set off the amount he/she owes The Text Expert. Objections against the invoiced amount do not suspend the payment obligation.
Article 11 – Liability and Indemnity 11.1 The Text Expert is only responsible for damage and/or loss that is the direct and demonstrable result of an attributable breach on The Text Expert’s part. The Text Expert is at no time liable for any other form of damage and/or loss, such as consequential loss, loss due to delay, or loss of profits. Where applicable, The Text Expert’s liability is at all times limited to the invoice value, exclusive of value-added tax (sales tax), of the Work concerned.
11.2 If The Text Expert is liable for any damage and/or loss incurred, The Text Expert’s liability is limited to a sum equivalent to the invoice value, exclusive of value-added tax (sales tax), of the Work concerned.
11.3 Where applicable, The Text Expert’s liability is at all times limited to the amount paid out under The Text Expert’s insurance policy, in all cases limited to EUR 10,000 (ten thousand euros) in each case.
11.4. Ambiguity of the text to be translated, proofread or written, shall release The Text Expert from any liability whatsoever.
11.5 Assessment as to whether a text to be translated or the translation involves certain risks of personal injury is entirely at the Client’s own risk and expense.
11.6. The Text Expert is not liable for damage to or loss of the documents, information or information carriers made available for the purpose of executing the agreement. Nor is The Text Expert liable for damage resulting from the use of information technology and modern means of telecommunication.
11.7. The Client indemnifies The Text Expert 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 Text Expert. Furthermore, in so far as The Text Expert’s liability exists on the basis of this Article, the Client will indemnify The Text Expert against all claims from third parties arising from the utilization of the work delivered.
Article 12 – Changes or Cancellations 12.1 If the Client modifies the Work after formation of the contract, The Text Expert is entitled to adjust the lead time and/or fee, or reject the Work. Any work already done will be assessed in mutual consultation and in accordance with the principles of reasonableness and fairness.
12.2 If the Client cancels the Work commissioned, he/she has to pay for that part of the Work that has already been done as well as pay an amount of compensation, at an hourly rate, for any research done with respect to the remaining part of the Work.
12.3 If The Text Expert has reserved time for the performance of a work that has subsequently been cancelled, and is no longer able to use this time for other work, the Client shall pay The Text Expert 50% of the fee for the portion of the Work that has not been done.
Article 13 – Termination 13.1 The Text Expert has the right to terminate the contract in full or in part if the Client defaults on his/her obligations, goes into liquidation, applies for a moratorium, is subject to a petition for insolvency, or fully or partially terminates or dissolves his/her business.
13.2 If it becomes apparent after formation of the contract that performance of the Work cannot reasonably be accomplished, and if this non-performance is due to the information provided by the Client, The Text Expert is authorized to terminate the contract or, as the case may be, charge extra costs for the work not included in the quotation. The above also applies if, in the execution of the contract, 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.
13.3 A termination of the contract as referred to in articles 6.1 and 6.2 does not discharge the Client from his/her obligation to pay for the work already completed by The Text Expert.
Article 14 – Force Majeure 14.1 In these Terms and Conditions, the meaning of the term “force majeure” includes what is meant by it in statutory law and case law, as well as all exterior causes, whether foreseeable or not, that are beyond The Text Expert’s control and that prevent The Text Expert from meeting his/her obligations. Its meaning includes – but is not confined to – fire, accident, illness, strike, riot, war, government measures, prolonged power cuts, disrupted transfer, and terrorist threats.
14.2 During the period of force majeure, The Text Expert’s obligations are suspended. If, due to force majeure, The Text Expert is unable to meet his/her obligations, both parties are authorized 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 the consumer, the power to suspend only applies in so far as this power is enforceable by law.
14.3 If, at the commencement of force majeure, The Text Expert has already met part of his/her obligations, or is only able to meet part of his/her obligations, The Text Expert has the right to send a separate invoice for the work performed so far, and the Client must pay this invoice as though it concerned a separate contract.
Article 15 – Intellectual Property 15.1 Unless expressly stated otherwise in writing, The Text Expert reserves the copyright on translations and other texts produced by The Text Expert.
15.2 If, for the execution of the contract, The Text Expert acquires knowledge about how to translate certain words/terminology, she has the right to use this knowledge for other purposes, or for the performance of other Work. All this on the understanding that The Text Expert does not thereby prejudice her duty of confidentiality regarding the Client.
15.3 The Client indemnifies The Text Expert against any claim by a third party regarding an alleged infringement of proprietary rights, patent rights, copyrights, or other intellectual property rights in connection with the execution of the contract.
Article 16 – Deposition and Registration 16.1 The Text Expert reserves the right to make modifications or additions to these General Terms and Conditions. Modifications also apply to contracts already entered into, subject to a 30-day notice period after the Client has been informed. If a Client does not wish to accept a proposed modification, he/she has the right to cancel the contract until the date on which the new General Terms and Conditions take effect. The applicable version can at all times be found on www.lbcommunication-design.com/nl/algemene_voorwaarden
16.2 In the event of conflicting interpretations, the Dutch-language version of the General Terms and Conditions prevails at all times.
13.3 The Text Expert has been entered into the Trade Register of the The Hague Chamber of Commerce under number 56371594.