This is a Free Translation of the General Terms and Conditions of Vertaalsleutel
1.1 In these General Terms and Conditions the terms below have the following meaning: Agreement: The Agreement by which Vertaalsleutel is bound to carry out work for a Client on payment of a fee. Article 7:404 and article 7:407 section 2 of the Dutch Civil Code do not apply. Assignment: The work e.g. a translation or revision. Client: The person who gives the assignment to Vertaalsleutel by signing and returning the submitted offer. Days: All calendar days. Vertaalsleutel: The translation agency. Workdays: All days except for Saturdays, Sundays and all days that have been or will be declared national holidays by the Dutch Government.
1.2 These General Terms and Conditions apply to any agreement between Client and Vertaalsleutel, excluding Client’s General Conditions, unless Vertaalsleutel has explicitly confirmed in writing to accept Client’s General Conditions in advance.
2. Realization of the Agreement
2.1 All offers and quotations of Vertaalsleutel are completely without obligations.
2.2 The Agreement consists of the General Terms and Conditions together with the written confirmation of the Assignment and shall take effect at the moment of receipt of confirmation from Client. Vertaalsleutel will send an e-mail confirmation to Client. Vertaalsleutel reserves the right to deploy its capacity elsewhere for as long as the Assignment confirmation has not been received by Vertaalsleutel. The Assignment confirmation is based upon information Vertaalsleutel has been provided with by Client at the time. The Assignment confirmation is considered to fully and correctly state the Assignment.
2.3 The Agreement substitutes and replaces all previous offers, correspondence, arrangements or any other communication, written or verbal.
2.4 Any Agreement between Client and Vertaalsleutel is fully binding for either party, unless Vertaalsleutel notifies Client of the annulment of the Agreement within 10 days after realization of the Agreement, such motivated and in writing.
3. Cooperation by Client
3.1 Client must provide all data and documents that in Vertaalsleutel’s opinion are needed to correctly and timely execute the Assignment, such in a by Vertaalsleutel chosen form and manner.
3.2 Client immediately shall inform Vertaalsleutel of facts and circumstances that are related to a correct execution of the Assignment.
3.3 Unless arising otherwise from the nature of the Assignment, Client is responsible for the correctness, completeness and reliability of the data and documents provided to Vertaalsleutel, even when these have come from or through a third party.
3.4 Unless explicitly agreed otherwise, Vertaalsleutel has the right to have an Assignment executed or partly executed by a third party, without prejudice to its responsibility for a confidential and correct execution of the Assignment. Vertaalsleutel will swear this third party to secrecy.
4 Execution of the Assignment
4.1 Vertaalsleutel commits itself to performing all work assigned to it to its best knowledge and abilities, in line with good craftsmanship and professional conduct, unless explicitly stated otherwise.
4.2 Vertaalsleutel should only execute extra work and charge Client for extra work if Client has explicitly agreed on this beforehand. However, should Vertaalsleutel by reason of legal duties or other be obliged to execute extra work, it is entitled to charge Client accordingly, even if Client has not explicitly agreed beforehand.
4.3 Concerning the Assignment, Vertaalsleutel is permitted to file copies of relevant documents, which will remain its property.
4.4 If Client makes any alteration to the Assignment after conclusion of the Agreement, Vertaalsleutel shall be entitled to adapt the term of delivery or fee, or reject the Assignment altogether.
4.5 Alterations to the Assignment after realization of the Agreement when accepted will be confirmed to Client in an e-mail message from Vertaalsleutel.
4.6 Should Client withdraw an Assignment after confirmation, Client is due payment of the entire sum that would be due had the Assignment been carried out according to the Agreement.
5.1 Unless legally or otherwise obliged, Vertaalsleutel is committed to treat all information entrusted to it by Client in strictest confidence. Client may grant exemption from this commitment to Vertaalsleutel.
5.2 Unless explicitly agreed in writing by Client beforehand, Vertaalsleutel is not authorized to use the confidential information entrusted to it by Client to answer purposes not included in the Agreement, such with the exemption of criminal or civil proceedings in which this information is of importance to the case of Vertaalsleutel.
5.3 Unless legally obliged otherwise, publication by Client of Vertaalsleutel’s oral or written statements that are not included in the Agreement is strictly prohibited without prior written permission.
5.4 Concerning this article, Client and Vertaalsleutel shall impose their liabilities on any third party involved.
5.5 Considered not to be inconsistent with the stipulations in articles 5.1 and 5.2, Vertaalsleutel is permitted to outline work done by it to Clients or potential Clients, such only to illustrate its experience in its profession.
6. Intellectual property
6.1 Vertaalsleutel reserves full and complete intellectual property rights on all products of its mind that have been used, developed or created in relation to the execution of the Assignment and with respect to which it has or can apply copyright or other intellectual property rights.
6.2 Client shall indemnify Vertaalsleutel against all liabilities of third parties resulting from alleged infringement of property, patent, copyright or other intellectual property rights related to the execution of the Agreement.
6.3 Client is explicitly forbidden to reproduce, make public or exploit the products of Vertaalsleutel in the broadest sense of the word, whether or not through third parties, unless Vertaalsleutel has given its permission in writing or the contents of the Assignment justify this. Client has the right to duplicate written documents for internal use if appropriate within the purpose of the Assignment. The above shall apply accordingly in case of termination of the Agreement between times.
6.4 Copyright on an Assignment such as – but not limited to – a translation will automatically be transferred to Client only upon receipt by Vertaalsleutel of full payment for the work done and Vertaalsleutel will be no longer able to exercise any right to the Assignment. Where the work is subsequently printed for distribution, Client shall acknowledge Vertaalsleutel’s work in the same weight and style of type as used for acknowledgement of the printer and/or others involved in the production of the finished document by including a statement: “(English or other) Translation by Vertaalsleutel”, as appropriate to the particular Assignment. In the absence of full payment within the specified payment period, copyright on the work will remain the property of Vertaalsleutel.
6.5 All Assignments are subject to Vertaalsleutel’s copyright and full and complete intellectual property rights. If an Assignment, e.g. a translation, is in any way amended or altered without the written permission of Vertaalsleutel, it will not be in any way liable for amendments made or their consequences. If Vertaalsleutel retains the copyright on an Assignment or if an Assignment is used for legal purposes, no amendment or alteration may be made to it without Vertaalsleutel’s written permission. Copyright may be specifically waived in advance by Vertaalsleutel.
7.1 If fee-determining factors such as salaries and/or rates are changed after realization of the Agreement but before full completion of the Assignment, Vertaalsleutel is entitled to adjust the agreed fee accordingly.
7.2 Fees are calculated on the basis of word count by computer in the source language, unless Vertaalsleutel and Client explicitly agree otherwise.
7.3 All fees quoted are excluding VAT and other legally imposed levies.
8.1 Vertaalsleutel may request an initial payment and/or periodic partial payments during the execution of the Assignment.
8.2 Client shall pay without deduction, discount or settlement of debts not later than 15 days from the invoicing date in the currency mentioned on the invoice by transfer to a bank account to be indicated by Vertaalsleutel. Any objections with respect to the invoicing amounts shall not suspend Client’s obligation to pay.
8.3 In case of exceeding the term mentioned in article 8.1 and after having received at least one reminder to pay within a reasonable term, Client shall be legally in default. In this case, Client shall be due legal interest on the amount from the date on which the amount due became payable until the time of payment. Where delivery is in instalments and notice has been given that an interim payment is overdue, Vertaalsleutel shall have the right to stop working on the Assignment in hand until the outstanding payment is made or other terms are agreed. This action shall be without prejudice to any sums due and without any liability whatsoever towards Client or any third party. Any judicial or extrajudicial collection expenses after Client has been in default shall be at the expense of Client according to Dutch regulations (Rapport Voorwerk II).
8.4 In case an Assignment is given to Vertaalsleutel by more than one Client, Clients shall be severally liable for payment of the full sum in the invoice insofar as the activities have been performed for the benefit of the united Clients.
9.1 Any complaints in connection with the Assignment and/or the invoice shall be notified to Vertaalsleutel by Client in writing within 10 working days of the date of delivery of the work or within 10 working days of the discovery of the flaw, if proven by Client that discovery could not have been before that time.
9.2 Complaints as referred to in section 9.1 shall not postpone Client’s obligation to pay. Client is on no account entitled to postpone or refuse payment for Vertaalsleutel’s services not related to the complaint, based on a claim related to a certain service.
9.3 In case of a complaint, Vertaalsleutel shall be given the opportunity to investigate the complaint. If the claim is justified, Client shall be given the choice, in consultation with Vertaalsleutel, between adjustment of the invoice, remedy of any agreed defect without costs or termination of the Agreement between times, in which case Client is entitled to a proportional refund of payments already made.
9.4 If a translation or other text is in any way amended or altered and/or delivered to a third party without the written permission of Vertaalsleutel, Client’s right to complaint becomes null and void.
10. Term of delivery
10.1 Any delivery date agreed between Vertaalsleutel and Client shall become binding only after receipt of any agreed initial payment and/or after all source material has been put at the disposal of Vertaalsleutel and it has received complete and adequate instructions from Client.
10.2 The date of delivery unilaterally or otherwise agreed shall be a target date, unless explicitly agreed otherwise in writing. Should a timely delivery be at risk, Vertaalsleutel is committed to inform Client of such forthwith.
10.3 In case Vertaalsleutel imputably exceeds the agreed delivery date and Client in reasonableness cannot be asked to wait any longer for completion of the Assignment, Client is entitled to unilateral annulment of the Agreement in accordance with article 6:265 of the Dutch Civil Code. In this case Vertaalsleutel shall not be liable to any compensation.
10.4 The delivery is considered to have taken place at the time of sending per e-mail, post or fax.
11.1 Both Vertaalsleutel and Client may terminate the Agreement between times by registered mail should the other party not be able to pay its debts or a trustee, administrator or liquidator has been appointed, the other party is involved in an arrangement with creditors or discontinues its activities for any reason, or if the other party reasonably considers the development of one of the above-mentioned situations to be probable, or in case a situation has developed which justifies immediate termination of the Agreement in the interest of the terminating party.
11.2 Should Client have terminated the Agreement between times, Vertaalsleutel is entitled to compensation for its reasonable loss as well as additional costs following from the premature termination of the Agreement, unless the facts and circumstances for termination may be attributed to Vertaalsleutel.
11.3 Should Vertaalsleutel have terminated the Agreement between times, it is bound to assist Client insofar as reasonably practical to identify an alternative solution e.g. transferring the Assignment to a third party, unless the facts and circumstances for termination may be attributed to Client.
11.4 In all cases of termination between times Vertaalsleutel is entitled to claim expenses for the work done so far and Client will receive in reservation the preliminary results of the work done. Client will be charged for any additional costs for transferring the Assignment.
11.5 At termination of the Agreement, all documents, data and possessions of the other party are to be returned to the rightful owner forthwith.
11.6 Should Vertaalsleutel not be able to comply with its obligations due to circumstances wholly beyond its control, such as – but not limited to – fire, accident, illness, riot, war, transport interference, governmental regulations, or other situations beyond control of Vertaalsleutel, Vertaalsleutel shall be entitled to terminate the Agreement without obligation to pay any compensation.
12.1 Vertaalsleutel shall perform the Agreement using reasonable skill and care and in accordance with the provisions of professional conduct. It cannot be held responsible for the correctness of information supplied to it by Client and shall on no account accept any liability for damage of any kind if it has operated on the basis of incorrect or incomplete information supplied to it by Client, even if such information was supplied in good faith. Should Client prove culpable damage to be attributed to Vertaalsleutel, Vertaalsleutel shall be liable only for direct damage to the sum of the Assignment’s invoice, VAT excluded, at most.
12.2 Ambiguity in the text to be translated or revised releases Vertaalsleutel from any liability.
12.3 Judgement as to whether the source material or the translated or revised text contains certain risks of bodily harm or injury shall be the sole responsibility and liability of Client.
12.4 Direct damage includes solely reasonable costs to determine the cause and extent of the damage as far as the settlement concerns damage according to the following conditions:
– reasonable costs – if any – to make up for the poor performance of Vertaalsleutel in order to make it correspond with the Agreement, insofar as these costs can be attributed to Vertaalsleutel;
– reasonable costs – if any – incurred to prevent or limit damage, if Client proves that these costs have limited direct damage as referred to in these Generals Terms and Conditions.
12.5 Vertaalsleutel shall never be liable for indirect damage, including consequential damage, loss of income, missed savings, damage because of company stagnation, condemnation for legal costs, loss of interest and/or damage caused by delay, damage caused by inadequate cooperation and/or incomplete information by Client and/or damage caused by information or advice not explicitly related to the written Agreement given by Vertaalsleutel free of commitment.
12.6 Client shall indemnify Vertaalsleutel against claims from third parties concerning damage that may be caused by provision of incorrect or incomplete information by Client, unless Client proves this damage to be not related to culpable acts or negligence that can be attributed to it, or if this has been caused by intent or gross negligence on account of Vertaalsleutel and save any imperative national or international law or regulation prohibit such a stipulation..
12.7 The limitation of liability as stated in article 12.1, shall equally apply to any third party called in by Vertaalsleutel to execute the Assignment.
12.8 Vertaalsleutel is not liable for damage to or loss of documents, information or information carriers during transport or during dispatch per mail, regardless of whether the transport or dispatch is ordered by Client, Vertaalsleutel or a third party. Additionally, Vertaalsleutel shall not accept any liability for damage arising from the use of information carriers or any means of telecommunication.
13 Transfer of contract
13.1 Client shall not transfer the Agreement or any commitment from the Agreement to a third party, unless Vertaalsleutel has explicitly agreed in writing beforehand. Vertaalsleutel may attach conditions to this transfer. Client shall in any case be bound to impose on this third party all relevant commitments and payment obligations pursuant to the Agreement and these General Terms and Conditions. Furthermore, Client shall remain liable to the obligations concerning the Agreement and the General Terms and Conditions apart from this third party at all times, unless explicitly agreed otherwise between parties.
13.2 In case of transfer of contract, Client shall indemnify Vertaalsleutel against any claim by third parties in case of non-compliance with the Agreement and/or these General Terms and Conditions, save any imperative national or international law or regulation prohibit such a stipulation.
14. Use of the Internet
During execution of the Assignment, electronic mail too will be used for communication between Client and Vertaalsleutel. Both Vertaalsleutel and Client acknowledge that the use of electronic mail has certain risks attached to it, such as – but not limited to – distortion, delay and viruses. Client and Vertaalsleutel hereby agree upon non-liability towards each other for damage – if any – resulting from the use of electronic mail. Both Client and Vertaalsleutel shall do what in all reasonableness may be expected of them to act or to refrain from acting in order to avoid the above-mentioned risks. In case Vertaalsleutel or Client questions the correctness of the received mail, the contents of the e-mail message sent by sender shall prevail.
15. Expiry date
Unless stated otherwise in the Agreement, any claims and other rights Client has on Vertaalsleutel in any way shall expire a year from the moment a fact occurs whereupon Client may exert such claims or rights.
All stipulations from the Agreement and the General Terms and Conditions, of which it is patently obvious or implied they should remain operative even after termination of the Agreement, shall remain effective and binding for all parties afterwards.
17 Applicable law and choice of forum
17.1 Any Agreement between Client and Vertaalsleutel shall be subject to Dutch law.
17.2 Any disputes between Client and Vertaalsleutel shall be submitted to the competent judge of the place of residence of Vertaalsleutel, unless another judge has compelling authority based on the law.
17.3 The Dutch text of these General Terms and Conditions shall prevail at all times.
18 Amendments of the General Terms and Conditions
Vertaalsleutel shall be entitled to change the General Terms and Conditions without further notice at any moment. Vertaalsleutel shall always take care of a correct issue of the General Terms and Conditions on request and of publication of the General Terms and Conditions on its Internet site www.vertaalsleutel.nl