TERMS AND CONDITIONS

WTS VERTALINGEN BV – GENERAL TERMS AND CONDITIONS

Definition

For the purposes of these general terms and conditions ‘translation agency’ is deemed to refer to  WTS Vertalingen B.V., having its registered office at Kosterijland 46F in Bunnik, the Netherlands.

Article 1 – General

1.1     These general terms and conditions shall apply to all legal relations between the translation agency and the client, and shall preclude any terms and conditions (general or otherwise) employed by such client, unless the translation agency consents to them in writing.

1.2     The translation agency may amend these general terms and conditions. The client shall be notified of such an amendment through the translation agency’s website. The most recent version of these general terms and conditions which has been published on that website shall apply in all cases. In the event that the client gives notice of his objections to an amended version of these general terms and conditions, the former version shall apply in relation to him.

Article 2 – Quotations and conclusion of an agreement

2.1     Any offer made or quotation provided by the translation agency shall be free of obligation.

2.2     A quotation or stipulated deadline may always be revoked in the event that the translation agency has not yet had an opportunity to inspect the document which is to be translated or edited before providing the quotation or stipulating the deadline concerned. An agreement shall be concluded by virtue of the relevant client’s written or verbal acceptance of the translation agency’s quotation or, where no quotation has been provided, the translation agency’s written confirmation of an assignment submitted by the client.

2.3     A translation agency may deem any person who engages it to be its client, unless the latter explicitly gives notice that it is acting at the behest, on behalf and on the account of a third party, provided that the name and address of such other party is simultaneously provided to the translation agency.

2.4     Any arrangement made or undertaking given by a representative or member of staff of the translation agency shall only be binding on the latter, once it explicitly confirms same in writing.

2.5     In the event that the translation agency has reasonable grounds to doubt whether the client will be able to comply with his financial obligations, it shall be entitled to require adequate security from that client before commencing or resuming the execution of the assignment concerned.

Article 3 – Amendment or cancellation of an assignment

3.1     In the event that the client makes modifications to its assignment other than of a limited nature after an agreement has been concluded, the translation agency shall be entitled to change the delivery time and/or its fee, or to turn down the assignment. In the latter case the client concerned shall have a duty to pay for that part of the assignment which has already been completed and the provisions of Clause 3.3 shall apply mutatis mutandis.

3.2     In the event that the client cancels an assignment, he shall have a duty to pay in full for that part of it which has already been executed. Furthermore, if applicable the client concerned shall be required to pay a fee based on an hourly rate for any research work which has already been carried out in relation to the remaining part. If required, the translation agency shall place any work that has been carried out at the relevant client’s disposal. In this case no warranty shall be provided with regard to whatever is supplied.

3.3     In the event that the translation agency sets aside time for an assignment which is cancelled, it may charge the relevant client the equivalent of 50% of the overall fee for that part of the assignment which is not executed.

Article 4 – Execution of assignments and non-disclosure

4.1     The translation agency shall have a duty to execute an assignment to the best of its knowledge and ability, employing the level of expertise required and having regard to the purpose of the document(s) which the translation agency is to translate or edit as specified by the client concerned.

4.2     The translation agency shall treat any information supplied by the client in confidence in so far as it is possible to do so in relation to the execution of the relevant assignment. The translation agency shall impose a duty of non-disclosure on its staff. Nevertheless, the translation agency shall not be responsible for any failure to observe this duty of non-disclosure on the part of its staff, if it can show that it is reasonable to assume that it was unable to prevent such failure from occurring.

4.3     Unless explicitly agreed otherwise, the translation agency shall be entitled to cause an assignment to be executed (partly or otherwise) by a third party subject to its responsibility to ensure that the assignment is executed properly and confidentially. The translation agency shall impose a duty of non-disclosure on such other party. Nevertheless, the translation agency shall not be responsible for any failure to observe this duty of non-disclosure on the part of that other party, if it can show that it is reasonable to assume that it was unable to prevent such failure from occurring. Any other party whom the translation agency engages for the purposes of executing an assignment may also invoke these general terms and conditions.

4.4     If so requested and it is possible to do so, the client shall have a duty to provide a substantive explanation of the document that is to be translated and to place relevant documentation at the translation agency’s disposal, if any is available. The aforementioned information shall always be sent at the relevant client’s risk and expense.

4.5     In the event that the client has terminology available, he shall place it at the translation agency’s disposal. The translation agency shall ensure that such terminology is used by its translators. In the event that the client does not have any terminology available, the translation agency shall ensure that the requisite terminology is recorded.

Article 5 – Delivery times and time of delivery

5.1     An agreed delivery time shall serve as a target deadline unless explicitly agreed otherwise in writing. As soon as the translation agency notices or anticipates that it will not be possible to effect delivery punctually, it shall have a duty to notify the relevant client of this immediately.

5.2     In the event of a culpable failure on the part of the translation agency to meet a delivery time explicitly agreed to in writing, the client concerned shall be entitled to cancel the relevant agreement unilaterally, provided that it is no longer reasonably possible to expect it to be executed. In this case the translation agency shall not have a duty to provide any compensation. Such cancellation shall not affect the relevant client’s duty to pay for that part of the assignment which has already been executed.

5.3     Delivery shall be deemed to have been effected at the time of despatch. The time when mail is posted, handover to a courier occurs or, in the case of electronic transmission (fax, e-mail, modem, FTP and so forth), the time when the medium completes transmission, shall be deemed to be the time of despatch.

5.4     The client shall have a duty to do all that is reasonably necessary or advisable to facilitate timely delivery by the translation agency in connection with the latter’s execution of the relevant agreement.

5.5     The client shall have a duty to provide every assistance for the purposes of effecting performance pursuant to the relevant agreement concluded with the translation agency. The client shall also be in default without the need for any reminder to this effect in the event that he refuses to accept performance, in which case the provisions of Article 6.5 shall apply mutatis mutandis.

Article 6 – Fee and payment

6.1     Unless otherwise agreed, the fee shall be based on a rate per hour or word charged by the translation agency. In addition to its fee the translation agency may charge the client any advance pertaining to the execution of the assignment concerned. A minimum fee may be charged per language combination for every assignment.

6.2     Any price quoted by the translation agency for the performance which is to be effected shall only apply to such performance in accordance with the agreed specifications.

6.3     The translation agency shall be entitled to raise the agreed price in the event that it is required to carry out more work or incur more costs than it was reasonably entitled to assume when the relevant agreement was concluded, because the client concerned supplies a document requiring additional editing, copy which is unclear, or defective computer software or databases. The above summary is not exhaustive.

6.4     All amounts shall be stipulated exclusive of VAT.

6.5     The net amount of any invoice must be paid within fourteen (14) calendar days of the relevant invoice date (or within any other period of time which the translation agency stipulates in writing) in the currency in which it is issued without any discount, setoff or suspension. In the event of late payment the relevant client shall immediately be in default without the need for any notice of default, in which case the client shall be liable to pay interest on the invoiced amount at the legally stipulated rate plus two (2) percentage points as of the date of default until payment is effected in full.

6.6     In the event that any extrajudicial debt collection costs are incurred, a debt collection fee shall be charged at the rate of 15% over the first EUR 2,500 of the principal sum plus interest and at the rate of 10% of the excess subject to a minimum of EUR 100 per invoice.

6.7     Any products supplied shall remain the property of the translation agency until all that the relevant client owes is paid in full, which is deemed to include interest and any other expenses.

6.8     The client’s entitlement to dispute an invoiced amount shall lapse one (1) month after the relevant invoice has been sent.

6.9     Any payment made by the client shall first serve to pay off any interest and costs that are owed followed by the longest outstanding invoices payable, even if that client stipulates that such payment covers a subsequent invoice.

Article 7 – Complaints and disputes

7.1     The client shall be required to notify the translation agency of any complaint concerning the work supplied, in writing as soon as possible but by no later than eight (8) working days after delivery. Expressing a complaint shall not discharge the client from his duty to effect payment.

7.2     In the event that the client raises doubts in relation to the accuracy of a specific translation and asks the translation agency to comment on the matter and should the translation agency then show that it is reasonable to assume that the translation provided is not inaccurate, the translation agency shall be entitled to charge that client for all of the additional hours spent and other expenses incurred in relation to this.

7.3     In the event that the client fails to express a complaint within the period referred to in Clause 7.1, he shall be deemed to have fully accepted the work supplied and a complaint shall only be considered, if the translation agency deems this to be advisable for reasons of its own. A change which the translation agency makes to part of a translated or edited document at the relevant client’s request shall not entail that the translation agency acknowledges that its performance has been deficient.

7.4     In the event that there are grounds for a complaint, the translation agency shall be entitled to correct or replace the work supplied within a reasonable period of time. Should the translation agency be unable to satisfy a request for such correction or replacement on reasonable grounds, it may provide a discount on the price.

7.5     In the event that the translation agency and the client fail to resolve a complaint within a reasonable period of time, the parties may bring the dispute before the dispute resolution committee of the ATA [the Dutch Association of Translation Agencies] within two (2) months after it is established that this is the case. The dispute shall then be adjudicated by an arbitration tribunal in accordance with the ATA Geschillenreglement [Dispute Resolution Regulations]. In the event that the client wishes to have a dispute adjudicated in accordance with the Geschillenreglement, the translation agency shall have a duty to assist with this. The dispute resolution tribunal shall hand down a ruling, which shall be binding on both parties.

7.6     The client’s right to submit a complaint shall lapse in the event that the client concerned edits that part of the work supplied, to which the complaint refers, or causes it to be edited, irrespective of whether or not he then supplies a third party with the work supplied to him.

Article 8 – Liability and indemnification

8.1     The translation agency shall not be liable for any loss which the client suffers as a result of a failure to execute an agreement or to do so properly, unless such loss has been wilfully caused by the translation agency and it can be shown that it is a direct result thereof . Under no circumstances shall the translation agency be liable for any other form of loss, such as indirect or consequential loss, loss of business, loss due to delay, or loss of earnings.

8.2     The translation agency shall not be liable for any loss occasioned by any other party whom it engages.

8.3     The translation agency’s liability shall at any rate be confined to the relevant invoiced amount excluding VAT payable in respect of that part of the relevant assignment which has already been supplied and/or for which an invoice has been issued. Furthermore, in all cases the translation agency’s liability shall be confined to the sum for which it is insured with regard to an event or the occurrence of a series of related events.

8.4     The translation agency shall be discharged from any liability where the relevant document is ambiguous, inaccurate or incomplete, or the deadline is unreasonable in relation to the amount of work that is to be carried out.

8.5     In the event that a document which is to be translated or edited (or the use thereof) or a translation supplied by the translation agency or the editing thereof involves the risk of bodily injury, this shall occur entirely at the relevant client’s risk and expense.

8.6     The translation agency shall not be liable for damage to or the loss of any document, information or medium supplied for the purposes of executing an agreement. Neither shall the translation agency be liable for any costs incurred and/or loss suffered as a result of using information technology and telecommunication devices, transmitting, transporting or sending information or media, or the presence of computer viruses in any files or on any media supplied by the translation agency.

8.7     The client shall indemnify the translation agency against any claim made by a third party pursuant to the use of what is supplied.

8.8     Furthermore, the client shall indemnify the translation agency against any claim made by a third party based on an alleged infringement of any property right, patent, copyright or some other intellectual property right in relation to the execution of the relevant agreement.

Article 9 – Cancellation and force majeure

9.1     In the event that the client fails to comply with his obligations, is declared bankrupt, an application is filed for his bankruptcy, he applies for or is granted a moratorium on payments, the debt rescheduling scheme for natural persons is declared to be applicable in relation to him or his business is liquidated, the translation agency shall be entitled to cancel all or part of the relevant agreement or to suspend execution thereof without having a duty to provide any compensation. In this case the translation agency may seek immediate payment of what it is owed.

9.2     In the event that the translation agency is no longer able to fulfil its obligations due to circumstances in respect of which it does not bear any risk or which are beyond its control, it shall be entitled to cancel the relevant agreement without having a duty to provide any compensation. Such circumstances (force majeure) shall at any rate be deemed to include – but shall not be confined to – fire, an accident, sickness, an industrial strike, civil unrest, war, a terrorist attack, transport obstructions, government measures, a disruption of the services provided by an Internet service provider, negligence on the part of a supplier or any other circumstances over which the translation agency is unable to exercise any control.

9.3     In the event that the translation agency is required to halt the further execution of an agreement, it shall nevertheless remain entitled to payment for the work carried out and costs incurred until that time, and any advances that have been paid.

Article 10 – Copyright

Unless explicitly agreed otherwise in writing, the right to the commercial exploitation of any translation produced by the translation agency shall only pass to the relevant client at such time as the latter has fully complied with all of his financial and other obligations towards the translation agency in relation to the assignment in question. The actual translator shall personally retain copyright to it.

Article 11 – Interpreting assignments

11.1   The provisions of these general terms and conditions shall apply mutatis mutandis to all interpreting assignments agreed to by the translation agency and the client, unless there is any deviation from the provisions of Clauses 11.2, 11.3 and 11.4 of this article or the provisions are declared to be inapplicable under Clause 11.5.

11.2   Contrary to the first sentence of Article 6.1 the translation agency shall agree on a fee with the client in advance for the execution of any interpreting assignment. The translation agency may deviate from it subsequently in the event that the interpreting assignment turns out to be longer and the translation agency incurs more costs than what was discussed beforehand.

11.3   Contrary to the provisions of Article 3 the following shall apply in the event that an interpreting assignment client cancels an arrangement with the translation agency:

• where the arrangement is cancelled more than three (3) weeks before it is due to take place, the client concerned shall pay the translation agency the equivalent of 25% of the fee stipulated in the relevant confirmation of assignment;
• where the arrangement is cancelled less than three (3) weeks but one (1) week or more before it is due to take place, the client concerned shall pay the translation agency the equivalent of 50% of the fee stipulated in the relevant confirmation of assignment;
• where the arrangement is cancelled less than one (1) week before it is due to take place, the client concerned shall pay the translation agency the full fee stipulated in the relevant confirmation of assignment.

11.4   In the event of force majeure on the part of the client the translation agency shall be at liberty to deviate from the provisions of Clause 11.3 for the benefit of that client. It shall be up to the translation agency to determine whether a situation of force majeure exists.

11.5   The following provisions shall only apply to the translation or editing of documents and shall therefore not apply in relation to interpreting assignments: Articles 2.2 (first sentence), 4.4, 5, 6.3, 6.7, 7.3 (first sentence), 7.6 and 8.4.

11.6   Any reference to the translation or editing of documents in the following provisions must be deemed to mean the execution of an interpreting assignment: Articles 4.1, 7.1, 7.2, 7.3 (with the exception of the last sentence), 8.5, 8.6 and 8.8.

Article 12 – Governing law

12.1   All legal relations between the translation agency and the client shall be governed by the law of the Netherlands.

12.2   Any dispute in respect of which the ATA’s dispute resolution committee does not hand down a binding ruling in accordance with the provisions of Article 7.5 shall be adjudicated by a competent court of law in the place where the translation agency has its registered office.

Article 13 – Lodgement and registration

13.1   These general terms and conditions have been lodged with the clerk of the District Court of Utrecht, the Netherlands, by means of a deed numbered 163/2009.

13.2   The ATA has been registered as Number 40482690 in the associations register maintained by the Utrecht Chamber of Commerce. In the event of a conflict between a version of these general terms and conditions in some other language and the Dutch text, the latter shall prevail. When first requested, a copy of these general terms and conditions shall at all times be sent to the requester free of charge.

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