In these General Terms and Conditions ‘the translator’ shall be understood to mean: ‘Ashley Cowles Translation & Copywriting’ located at Puntdraadhof 4, 35525 BR Utrecht, the Netherlands.
Article 1. General
All legal relations between the translator and the client shall be subject to these terms and conditions, to the exclusion of any terms and conditions used by the client, unless the translator has agreed otherwise in writing.
Article 2. Quotations, formation of contract
2.1 All offers and quotations on the part of the translator are made without obligation.
2.2 Quotations and deadlines may at all times be revoked if the translator was unable to see the full text before the quotation was given. The contract is formed by the client’s written acceptance of the translator’s quotation or, if no quotation was given, by the translator’s written confirmation of the assignment.
2.3 The translator is entitled to regard as her client the person who extended the assignment, unless that person expressly indicated that he was acting in the name and for the account of a third party, and provided that party’s name and address were supplied to the translator at the same time.
Article 3. Changing/canceling assignments
3.1 If the client makes changes, other than minor ones, to the assignment after the contract has been formed, the translator shall be entitled to revise the delivery date and the fee.
3.2 If a client cancels an assignment, he is liable to pay for that part of the assignment that has already been completed plus a fee for research already carried out for the remainder, charged on an hourly basis. The translator will place the work already completed at the client’s disposal.
3.3 If the translator has reserved time for the assignment and is unable to put it to other gainful use, the client shall be required to pay 50% of the fee for that part of the assignment that was not carried out.
Article 4. Performance of assignments, confidentiality
4.1 The translator is required to perform the assignment to the best of her professional knowledge and ability for the purpose the client has specified.
4.2 The translator will treat all information supplied by the client as strictly confidential.
4.3 Unless expressly agreed otherwise, the translator may have all or part of an assignment performed by a third party or third parties, without prejudice to her responsibility to observe confidentiality and ensure that the assignment is carried out properly. The translator shall require such third party to maintain confidentiality.
4.4 Upon request and where possible, the client will supply relevant information about the text to be translated, and also documentation and terminology, if available. Such documents will be sent for the account and risk of the client.
Article 5. Deadlines and delivery dates
5.1 Any agreed delivery date is no more than a target, unless expressly agreed otherwise in writing. The translator is required to notify the client without delay if it has become clear to her that it will be impossible to deliver the translation on time.
5.2 Where the translator fails to meet an agreed deadline, in breach of the contract, and the client cannot reasonably be expected to wait for performance of the assignment, the client may cancel the contract unilaterally. In that case the translator will not be liable to pay any compensation.
5.3 The translation is deemed to have been delivered on the date and at the time it is sent.
5.4 Data delivered by electronic mail are deemed to have been delivered at the time the medium confirms transmission.
Article 6. Fee and payment
6.1 Translation fees are normally based on a rate per word. Other work may be charged at an hourly rate. The translator reserves the right to change these rates yearly to reflect inflation and market changes. Any rate changes will be expressly communicated to the client at a minimum of two months in advance. The translator may also charge for expenses agreed in advance with the client and connected with the performance of the assignment.
6.2 All sums stated are excluding VAT.
6.3 Payment must be transferred in full no later than 14 days after the invoice date. After this time period, the client will receive an outstanding payment reminder. Should this prove insufficient payment incentive, interest and late fees will be added to the original invoice total.
6.4 All judicial and extrajudicial collection charges, including legal fees, bailiffs’ fees and costs of debt recovery services, shall be paid or reimbursed by the client. Extrajudicial collection costs will be charged in accordance with the standard scale for such charges (staffelkosten buitengerechtelijke incassokosten).
6.5 The translator may require the client to pay all or part of the fee and expenses in advance, and/or require security in the form of, for example, a bank guarantee, before starting work on the assignment. If the client fails to supply such security within five working days of a written request to that effect, the translator shall be entitled to suspend her obligations for a period fixed by the translator and/or terminate the contract. If the contract is suspended and/or terminated, the translator shall retain the right to compensation for the work carried out up to that point.
6.6 Before starting work, the translator may require payment in installments during the course of the assignment. In that case, if the client fails to fulfill his payment obligations as stipulated in paragraph 6.3, the translator may suspend her obligations and/or terminate the contract. If the contract is suspended and/or terminated, the translator shall retain the right to compensation for the work carried out up to that point.
6.7 If the client is of the opinion that the amounts the translator has invoiced are incorrect, he is required to object in writing, specifying his objections, within the time limit stipulated in paragraph 6.3. If the client fails to comply with the requirements of this paragraph, he forfeits the right to object to the amount or composition of the invoice.
Article 7. Complaints and disputes
7.1 The client must notify the translator of any complaints concerning the work delivered as soon as possible and in any event in writing within 10 working days of delivery. The fact that a complaint has been made does not release the client from his obligation to pay.
7.2 If the complaint is founded, the translator will correct or replace the work within a reasonable period of time or, if the translator cannot reasonably comply with the client’s wish that the work be improved, she will reduce the price.
7.3 The client’s right to complain shall lapse if the client has modified the work delivered, or had it modified, and then delivered it to a third party.
Article 8. Liability, indemnity
8.1 The translator is liable only for loss or damage which is a direct and demonstrable consequence of a fault for which she can be held accountable in law. The translator is never liable for any other form of loss or damage, such as trading or consequential loss, loss due to delay, or loss of profit. In any event liability is limited to the amount invoiced for the assignment ex VAT.
8.2 The translator is relieved of any liability if the text to be translated is ambiguous.
8.3 The assessment of whether the text to be translated or the translation entails any risk of bodily injury is entirely at the client’s expense and risk; the client will indemnify the translator and hold her harmless against any claims from third parties in connection with bodily injury arising out of the use of the work delivered.
8.4 The translator is not liable for any loss of or damage to the documents, information or data carriers made available to her for the purpose of performing the assignment. Nor is the translator liable for loss or damage arising as a result of the use of information technology or modern means of telecommunications.
8.5 The client shall indemnify the translator and hold her harmless against all claims from third parties in respect of which the translator does not accept liability but where liability is nevertheless asserted.
Article 9. Termination
9.1 If the client fails to discharge his obligations, or if his business goes into bankruptcy, or is liquidated, or if a court orders that payments to creditors be suspended, the translator shall be authorized to terminate the contract or suspend its performance in whole or in part without this giving rise to any obligation to pay compensation. In that case she can require immediate payment of the amount due.
9.2 If the translator is no longer able to discharge her obligations as a result of circumstances beyond her control, she may terminate the contract without being under any obligation to pay compensation. Such circumstances shall in any event include fire, accident, illness, strikes, riots, war, obstacles to transportation, government measures, or other circumstances over which she has no control.
Article 10. Copyright
10.1 Unless expressly otherwise agreed in writing, the translator retains the copyright in the translations and other texts she produces until payment has been submitted in full.
10.2 The client shall indemnify the translator and hold her harmless against claims from third parties arising from alleged infringement of property rights, patents, copyright or other intellectual property rights in connection with performance of the contract
Article 11. Applicable law
11.1 The contract between the client and the translator shall be governed by Dutch law.
11.2 All disputes and claims that cannot be settled amicably will be subject to the exclusive jurisdiction of the competent Dutch court.