Terms and Conditions of Huisman Translations
Definitions
Client
1) the natural or legal person who has entered into the (commission) agreement with the translator;
2) the natural or legal person who, by means of a power of attorney or authorisation, has given a third party permission to enter into the (commission) agreement with the translator.
Agreement (for services)
the agreement to be concluded between the translator and the client regarding translation work.
Translator
the natural or legal person who carries out the translation for the client.
Translation
the final file/document once the translation work has been completed.
Article 1 – Applicability of the terms and conditions
1.1 These general terms and conditions apply to every quotation from Huisman Translations and every agreement between Huisman Translations (hereinafter referred to as “the translator”) and a client.
1.2 The translator shall declare the present terms and conditions applicable to every quotation and/or agreement that the translator concludes with a client.
1.3 In carrying out the assignment, the translator may engage their own staff or third parties, in which case the translator shall exercise due care.
1.4 Should one or more provisions of these general terms and conditions be wholly or partially invalid or be set aside at any time, the remainder of these general terms and conditions shall remain in full force and effect. The translator and the client shall then consult with a view to agreeing on new provisions to replace the invalid or void provisions, whilst taking into account as far as possible the purpose and intent of the original provisions.
1.5 If there is any ambiguity or disagreement regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation shall be made in the spirit of these provisions.
1.6 If a situation arises between the parties that is not covered by these general terms and conditions, that situation shall be assessed in the spirit of these general terms and conditions.
1.7 If the translator does not always require strict compliance with these general terms and conditions, this shall not result in the provisions thereof not applying, or in the translator in any way forfeiting the right to require strict compliance with the provisions of these general terms and conditions in other cases.
Article 2 – Quotations, conclusion of the contract
2.1 All offers and quotations provided by the translator are non-binding.
2.2 The contract is concluded upon the client’s written acceptance of the quotation or acceptance of the assignment provided by the client.
The translator shall ensure that the delivery specifications and the deadline(s) by which the material to be supplied by the client must be in the translator’s possession are clearly set out.
2.3 If, in the context of a quotation, the translator has not been able to review the full text of the assignment within five working days of the quotation date, the translator may, after acceptance of the assignment/quotation, still revoke the quotation and/or deadlines provided. The foregoing also applies if the files/documents supplied by the client do not comply with the delivery specifications referred to in Article 2.1.
2.4 If the client accepts the quotation issued subject to one or more amendments, a new quotation must be issued. If no new quotation is issued in such a situation, no agreement has been concluded.
2.5 A composite quotation does not oblige the translator to carry out part of the assignment for a corresponding portion of the quoted price. Previously issued quotations do not automatically apply to future assignments.
2.6 The translator cannot be held to his/her quotation if the quotation, or any part thereof, contains an obvious error or typographical mistake.
Article 3 – Amendments to and cancellation of assignments
3.1 If the client makes changes to the assignment after the agreement has been concluded, the translator is entitled to adjust the deadline and/or the fee, or to refuse the assignment.
3.2 If an assignment is cancelled by the client, payment is due for the part of the assignment already completed, as well as compensation based on an hourly rate for research work already carried out for the remaining part.
3.3 If the translator has set aside time for the execution of the assignment and this time cannot be utilised elsewhere, the client is obliged to pay 50% of the fee for the part of the assignment not carried out.
Article 4 – Performance of assignments, confidentiality
4.1 The translator is obliged to carry out the assignment to the best of his knowledge and ability and with due care for the purpose specified by the client.
4.2 The translator shall treat all information made available by the client as strictly confidential. The translator shall require any third parties engaged to maintain confidentiality.
4.3 Unless expressly agreed otherwise, the translator is entitled to have an assignment carried out (in part) by a third party, without prejudice to his responsibility for the confidential treatment and proper execution of the assignment.
4.4 The translator and the client may agree in writing that the assignment will be carried out in separate phases and that the work already completed will (each time) be invoiced separately.
4.5 If the assignment is carried out in phases, the translator may suspend the execution of those parts belonging to a subsequent phase until the client has approved the work already completed in writing.
4.6 The translator does not guarantee the accuracy of the information provided to the translator by the client and accepts no liability for damage of any kind resulting from the use of the information provided.
4.7 Should the client fail to properly fulfil their obligations towards the translator, the client shall be liable for all damage incurred directly or indirectly by the translator as a result.
4.8 If, during the performance of the agreement, it becomes apparent that it is necessary to amend or supplement the agreement in order to ensure its proper performance, the parties shall proceed to amend the agreement in a timely manner and by mutual agreement. (This may result in the originally agreed amount being increased or reduced. The translator shall provide a quotation for this as far as possible. A change to the agreement may alter the originally specified completion deadline.
The client accepts that the agreement may be amended, including changes to the price and the deadline for completion.
Article 5 – Intellectual property
5.1 Unless expressly agreed otherwise in writing, the translator retains the copyright to translations and other texts produced by the translator.
5.2 If, in the course of performing an agreement, the translator acquires knowledge regarding the translation of certain words or concepts, he is permitted to use this knowledge for other purposes or in the performance of other agreements. This is subject to the condition that the translator does not thereby breach his duty of confidentiality towards the client.
5.3 The client shall indemnify the translator against any claims by third parties arising from alleged infringement of property, patent, copyright or other intellectual property rights in connection with the performance of the agreement.
Article 6 – Termination
6.1 The translator may terminate the agreement in whole or in part if the client is in default of their obligations, goes into liquidation, applies for a moratorium on payments, an application for the client’s bankruptcy has been filed, or if the client ceases or dissolves their business in whole or in part.
6.2 If, after the conclusion of the contract, it transpires that the performance of the assignment is not reasonably possible and this inability to perform is attributable to the information provided by the client, the translator shall be entitled to terminate the contract or to charge additional costs for work that deviates from what was quoted. The foregoing also applies if, during the performance of the agreement, it transpires that the information provided by the client at the time the agreement was concluded is of a substantially different nature than that which is relevant to the performance of the agreement.
6.3 Termination of the agreement as referred to in Articles 6.1 and 6.2 does not release the client from their obligation to pay for the work already carried out by the translator.
Article 7 – Complaints and disputes
7.1 The client must report any complaints regarding the work delivered to the translator in writing as soon as possible and in any event within ten working days of delivery. The lodging of a complaint does not release the client from their payment obligation.
7.2 If the complaint is justified, the translator shall correct or replace the work delivered within a reasonable time or, if the translator cannot reasonably comply with this, grant a reduction in the price.
7.3 The client’s right of retention shall lapse as soon as the client has edited the delivered work themselves or had it edited by a third party without the translator’s written consent, and has published or had it printed.
Article 8 – Delivery period and time
8.1 The agreed delivery period is a target date, unless expressly agreed otherwise in writing. The translator is obliged to inform the client immediately as soon as it becomes clear that timely delivery is not possible.
8.2 In the event of an attributable failure to meet the agreed deadline, the client is entitled to unilaterally terminate the agreement if it is no longer reasonable to expect performance.
8.3 Delivery shall be deemed to have taken place at the time of personal delivery or dispatch by ordinary post, fax, courier or email.
8.4 Delivery of data via email shall be deemed to have taken place at the time the medium confirms dispatch.
Article 9 – Fees and payment
9.1 The translator’s fee is, in principle, based on a per-word rate. In some cases, a fee based on an hourly rate may be charged. In addition to their fee, the translator may also charge the client for any out-of-pocket expenses incurred in the performance of the assignment.
9.2 The agreed fee is exclusive of VAT, unless expressly agreed otherwise.
9.3 If the translator has agreed a fixed fee or a fixed price with the client, the translator is nevertheless entitled to increase this fee or price if such an increase results from an event as referred to in Article 4.8, from a power or obligation under the law or regulations, or is caused by an increase in the cost of wages and the like, or on other grounds that could not reasonably have been foreseen at the time the agreement was entered into. In such a case, the client shall be entitled to terminate the agreement, unless the parties agree on a new fixed fee or fixed price by mutual consent.
9.4 Invoices must be paid no later than 30 days after the invoice date in the currency in which the invoice is issued. Upon expiry of the 30-day period, the client shall be in default immediately and without further notice of default, in which case the client shall owe statutory interest on the invoice amount from the date of default until the date of full payment.
9.5 If the client is in default or fails to fulfil its obligations, all reasonable costs incurred in obtaining payment, both in and out of court, shall be borne by the client. The extrajudicial costs shall be calculated in accordance with standard practice in the Dutch debt collection sector.
Statutory interest is also payable on the collection costs due.
9.6 The client is not entitled to set off any amounts owed by the client to the translator. Objections to the amount of the invoice do not suspend the obligation to pay.
Article 10 – Liability: Indemnity
10.1 The translator shall be liable only for damage that is the direct and demonstrable consequence of a shortcoming attributable to the translator. The translator shall never be liable for other forms of damage, including business interruption, damage resulting from delay and loss of profit. In any event, liability is limited to an amount equal to the invoice value excluding VAT of the assignment in question.
10.2 Should the translator be liable for any damage, the translator’s liability is limited to an amount equal to the invoice value excluding VAT of the relevant assignment.
10.3 The translator’s liability is in all cases limited to the amount paid out by their insurer in any given instance.
10.4 The client shall indemnify the translator against any claims by third parties who suffer damage in connection with the performance of the contract, where such damage is attributable to a party other than the translator. Furthermore, the client shall indemnify the translator against all claims by third parties arising from the use of the delivered work, except insofar as the translator is liable under this article.
Article 11 – Force majeure
11.1 In these general terms and conditions, ‘force majeure’ is understood to mean, in addition to what is understood in this regard under the law and case law, all external causes, whether foreseeable or unforeseeable, over which the translator has no influence, but as a result of which the translator is unable to fulfil his or her obligations. This includes, in any event but not exclusively: fire, accident, illness, strike, riot, war, government measures, prolonged power cuts, transport disruptions and the threat of terrorism.
11.2 During the period of force majeure, the translator’s obligations shall be suspended. If, as a result of the force majeure, it is no longer possible to fulfil the obligation, both parties shall be entitled to terminate the agreement without any obligation to pay compensation. The client’s obligation to pay for work already carried out shall, however, remain in force. If the client is a consumer, the right to suspend performance shall apply only to the extent that this right is granted to them by law.
11.3 If, at the time the force majeure occurs, the translator has already partially fulfilled their obligations, or can only partially fulfil their obligations, the translator is entitled to invoice the work already performed separately and the client is obliged to pay this invoice as if it were a separate agreement.
Article 12 – Applicable law, disputes and competent court
12.1 The legal relationship between the client and the translator is governed by Dutch law.
12.2 All disputes concerning these general terms and conditions shall be subject to the jurisdiction of the competent Dutch court.
12.3 The parties shall only bring a matter before the court after they have made every effort to resolve the dispute by mutual agreement.