General Terms and Conditions: Taalbureau IJ
Article 1 – General
These general terms and conditions apply to all legal relationships between the writing and translation agency (hereinafter referred to as ‘the agency’) and the customer, to the exclusion of the general terms and conditions of the customer, unless the agency has agreed in writing to their applicability.
Article 2 – Proposals, conclusion of the agreement
2.1 All general proposals and quotations made by the agency are non-binding.
2.2 Quotations and specified time periods can be revoked at any time if the agency has not had an opportunity to see the full text before issuing the quotation. The agreement is concluded on the basis of written or verbal acceptance by the customer of the proposal issued by the agency or – if a proposal is not issued – by written confirmation by the agency of the assignment awarded by the customer.
2.3 The agency may consider the person awarding the assignment to the agency as the customer, unless said person expressly makes it known that he/she is acting in the name and at the expense of a third party, and provided that the third party’s name and address were supplied to the agency at the same time.
2.4 Agreements made and assurances given by representatives or personnel of the agency will not be considered binding upon the agency unless explicitly confirmed by the agency in writing.
2.5 Any reasonable doubt on the part of the agency about the customer’s ability to pay will entitle the agency to require the customer to provide sufficient security before the agency commences or continues to carry out the assignment.
Article 3 – Modification/withdrawal of assignments
3.1 Any major changes made by the customer to an assignment after the agreement has been concluded will entitle the agency to either modify the quoted price and/or term of delivery or refuse to complete the assignment after all. In the latter case, the customer will be liable to pay for the work already performed.
3.2 In the event of an assignment being withdrawn by the customer, the customer will be liable for payment of that part of the assignment that has already been completed and for payment on the basis of a fee per hour for work already undertaken with respect to the remainder of the assignment. The agency will place the work already completed at the customer’s disposal. In such a case, the quality of the work delivered cannot be guaranteed.
3.3 If the agency reserved time for the completion of the assignment, it may charge the customer 50% of the quoted price for the non-completed part of the assignment.
Article 4 – Completion of assignments, confidentiality
4.1 The agency undertakes to carry out assignments to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose indicated by the customer.
4.2 The agency will treat all information made available by the customer in the strictest confidentiality. The agency will also require its employees to observe confidentiality. However, the agency cannot be held liable for breaches of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent such.
4.3 Unless explicitly agreed otherwise, the agency will be entitled to hire in third parties to carry out the assignment (in full or in part), without prejudice to the agency’s responsibility for the confidential treatment and proper completion of the assignment. The agency will require said third parties to observe confidentiality.
4.4 The customer will honour any request for information by the agency about the content of the text to be translated, edited or written, as well as requests for documentation and terminology if available. Delivery of the respective documents will always take place at the expense and risk of the customer.
Article 5 – Deadline and delivery dates
5.1 Delivery dates are provisional, unless an explicit written agreement stipulates otherwise. The agency will notify the customer immediately if it perceives that it will be unable to meet an agreed delivery date.
5.2 If a fixed delivery date is specifically provided for in writing and the agency fails to meet it for reasons other than matters beyond its control, and if the customer cannot reasonably be expected to brook any delay, the customer will be entitled to cancel the contract. In such a case, the agency will not be liable for any form of compensation.
5.3 Delivery will be deemed to have taken place at the moment of dispatch by post, fax, courier, email, FTP transfer or the like.
5.4 The customer will do whatever may reasonably be necessary for or conducive to prompt delivery by the agency of work performed under the agreement.
5.5 The customer will do everything in its power to facilitate delivery of the work produced by the agency under the agreement. Any refusal to accept the agency’s work will constitute default on the part of the customer, and the provisions of Article 6.5 will apply accordingly, even if no explicit request for acceptance has been made.
Article 6 – Fees and payment
6.1 Unless otherwise agreed, the fee will be based on the agency’s word, article or hourly rate. In addition to its fee, the agency may charge the customer for any expenses incurred in the completion of the assignment. A minimum rate may be charged for each assignment.
6.2 The price quoted by the agency for the assignment to be carried out only applies to said performance in accordance with the agreed specifications.
6.3 Extra laborious texts, unclear text copies, faulty computer software or data files to be supplied by the customer entailing more work or costs for the agency than could reasonably have been expected at the time of entering into the agreement will constitute grounds for increasing the agreed price. The above summary is not exhaustive.
6.4 All the amounts quoted do not include VAT.
6.5 Payment for invoices will be due 30 calendar days after the invoice date (or within such other term as the agency should set in writing). Payment will be net and in full – without any discount, set-off or deferral – in the currency invoiced. If payment is not made by the due date, the customer will be deemed to be in default – immediately and without notice of default being required – and will owe the statutory interest due on the invoice amount from the due date until settlement in full.
6.6 In the event of late payment by the customer, the agency is entitled to charge extrajudicial collection costs of 15% on the first € 2,500 of the principal with interest and a fee of 10% on the remainder, at a minimum of € 100 for each invoice.
Article 7 – Complaints and disputes
7.1 The customer will be required to notify the agency in writing of any complaints about the work delivered by the agency as soon as possible and no later than ten working days after delivery. Lodging a complaint does not release the customer from its payment obligations.
7.2 If the customer does not lodge a complaint within the period specified in Article 7.1 above, the customer will be deemed to have fully accepted the work delivered and complaints will only be considered if the agency – at its sole discretion – deems such to be expedient. Any changes made by the agency at the customer’s request, to any part of the translated, written or edited text will in no way constitute an acknowledgement on the part of the agency of delivering inferior work.
7.3 In the case of a valid complaint, the agency must be given a reasonable period of time to improve or substitute the work delivered. If, in all fairness, the agency is unable to make the required improvements or to substitute the work delivered, it may grant the customer a discount.
Article 8 – Liability and indemnity
8.1 The agency will be exclusively liable for any loss or damage directly and demonstrably deriving from shortcomings attributable to the agency. The agency will under no circumstances be liable for any other forms of loss or damage, such as trading loss, loss caused by delay in performance or loss of profit. Liability will never exceed the invoice value, exclusive of VAT, of the assignment in question.
8.2 Ambiguities in the text to be translated will release the agency from any liability whatsoever.
8.3 Assessment of the question of whether (the use of) a text to be translated or edited or the translation or edited version delivered by the agency entails any risk of personal injury will be entirely at the customer’s expense and risk.
8.4 No liability whatsoever will be incurred by the agency in respect of damage to or loss of documents, data or data carriers made available to facilitate completion of the assignment. Nor will any liability be incurred by the agency in respect of any costs incurred and/or any damage sustained as a result of the use of information technology and telecommunications media, the transport or dispatch of data or data carriers, or the presence of computer viruses in any files or data carriers delivered by the agency.
8.5 In all cases, the agency’s liability will be limited to an amount of € 50,000 per case.
8.6 The customer is obligated to indemnify the agency from all third-party claims arising from the use of the work delivered, unless the agency is liable on the basis of this article.
Article 9 – Dissolution and force majeure
9.1 If the customer fails to meet its obligations, is declared insolvent or bankrupt or if a petition is filed for the customer’s compulsory liquidation or bankruptcy, or if the customer applies for or obtains a moratorium, the agency will have the right to dissolve the agreement in whole or in part or to suspend performance of the agreement. In such a case, the agency will be entitled to demand immediate payment of any outstanding amounts.
9.2 Should the agency prove unable to meet its obligations due to circumstances beyond its control and risk, it will be entitled to dissolve the agreement without being liable to pay any compensation whatsoever. Such circumstances (force majeure) include but are not limited to fire, accidents, illness, strikes, riots, war, transport restrictions and delays, government measures, disruption of the services of Internet providers or any other circumstances beyond the agency’s control.
9.3 If the agency is compelled by force majeure to discontinue further performance of the agreement, it will retain the right to payment for any work performed up to that moment as well as reimbursement for any costs and expenses incurred.
Article 10 – Copyright
10.1 Barring explicit agreement in writing to the contrary, the copyright on translations and other texts produced by the agency will be retained by the agency.
10.2 The customer indemnifies the agency against any claims by third parties on account of alleged violation or infringement of property rights, proprietary rights, patent rights, copyrights or any other intellectual property rights in connection with completion of the agreement.
Article 11 – Applicable law
All legal relationships between the agency and the customer are governed by Dutch law.
Article 12 – Registration
These general terms and conditions have been registered with the Amsterdam Chamber of Commerce.
A copy of these general terms and conditions will be made available upon request free of charge.