General Terms and Conditions

General Terms and Conditions of Apexcel Translations

Definition

1. The word ‘Client’ shall mean the person or enterprise commissioning the work.
2. The word ‘Translator’ shall mean Apexcel Translations, having its official place of business at Neer.

1. Applicability of the General Terms and Conditions

1. These terms and conditions shall apply to all quotations and contracts between the Translator and the Client, in respect of which the Translator has declared these terms and conditions to be applicable, to the exclusion of the Client’s general terms and conditions unless the Translator has agreed in writing that these terms and conditions shall not apply (in full or in part).
2. These terms and conditions shall also apply to all contracts with the Translator, the execution of which may require the involvement of third parties.

2. Quotations and Entering into a Contract

1. Quotations and cost estimates provided by the Translator shall not entail any commitment.
2. The Translator may at any time revoke or change provided quotations and cost estimates if he has not had the opportunity to view the entire text to be translated or edited.
3. The Client’s oral or written acceptance of the quotation or cost estimate submitted by the Translator or, if no quotation is submitted, confirmation by the Translator in writing of an order placed by the Client shall constitute a contract. All quotations and cost estimates are exclusive of VAT unless explicitly stated otherwise.
4. Written acceptance or confirmation can take the form of an e-mail in which the Client agrees to the provided quotation or cost estimate. The Client can also agree to a quotation or cost estimate by returning a signed copy of the said quotation to the Translator (by regular mail or as an e-mail attachment).
5. The Translator may consider his Client to be the person who has ordered the work, unless the said person has clearly stated that he is acting on behalf of, on the orders of and on the account of a third party and provided that the name and address of the said third party are concurrently submitted to the Translator.
6. Agreements made and assurances given by the Translator shall not be binding upon the Translator unless explicitly confirmed by the Translator in writing.
7. Any reasonable doubt on the part of the Translator about the Client’s ability to pay shall entitle the Translator to require the Client to provide sufficient security before the Translator commences or continues to execute an order.

3. Confidentiality and Execution of Orders

1. The Translator undertakes to carry out orders to the best of his ability, bringing to bear sufficient professional know-how to meet the purpose specified by the Client for the text(s) to be translated or edited by the Translator.
2. The Translator shall treat all information entrusted to him by the Client with the strictest confidence. The Translator shall require his employees to observe the strictest confidence. Should an employee breach the said confidence, the Translator shall not, however, be held liable if he can demonstrate that it was not in his power to prevent such disclosure.
3. Unless explicitly agreed otherwise, the Translator shall be entitled to hire third parties to carry out the order (in full or in part). The Translator shall require the said third party to observe the strictest confidence Should a third party breach the said confidence, the Translator shall not, however, be held liable if he can demonstrate that it was not in his power to prevent such disclosure.
4. On request, the Client shall provide the Translator with information regarding the contents of the text to be translated, including documentation, reference material and terminology. Dispatch of the documents concerned shall be at the Client’s risk and expense.
5. The Translator shall not be held responsible for the accuracy of information supplied to him by the Client and shall on no account accept liability for damage of any kind if the Translator has operated from inaccurate or incomplete information supplied to him by the Client, even if such information was supplied to him in good faith.

4. Agreed Date and Time of Delivery

1. The agreed date of delivery shall be provisional, unless an explicit written agreement stipulates otherwise. As soon as it becomes apparent to the Translator that the agreed delivery time is not feasible, he shall be bound to inform the Client immediately.
2. Should the Translator be accountable for the delay in delivery, the Client shall be entitled – if it is unreasonable for him to wait any longer – to rescind the contract unilaterally. In such cases, however, the Translator shall not be required to pay any compensation whatsoever. Such cancellation shall not affect the obligation on the part of the Client to pay for the work already performed.
3. Delivery shall be deemed to have taken place at the moment when the text is dispatched. The moment when the text is delivered by hand, posted, handed to a courier or – if the text is transmitted electronically (by fax, e-mail, modem, FTP etc) – the moment when the medium completes the transmission shall count as the time of dispatch.
4. The Client shall do whatever may reasonably be necessary for or conducive to prompt delivery by the Translator of work performed under the contract.
5. The Client shall do everything in its power to facilitate delivery of the product by the Translator under the contract. Any refusal to accept the Translator’s product shall constitute default on the part of the Client, and the provisions of Article 6.5 shall apply accordingly, even if no explicit request for acceptance has been made.

5. Changes or Cancellations

1. In the event of an order being withdrawn by the Client he shall be liable for payment for that part of the order that has already been executed and for payment on the basis of a fee per hour, at any rate an hourly fee of at least €35 – exclusive of VAT -, for research that has been undertaken with respect to the remainder of the order.
2. If, after the contract has been concluded, the Client makes any changes to the original order, the Translator shall be entitled to adapt the date and time of delivery and/or remuneration or to reject the order. In all cases the Client is obliged to pay for the work already performed. The Translator shall make the work performed available to the Client at the latter’s request. However, in this case the Translator shall accept no responsibility for the work.
3. Should the Translator have reserved time for the execution of the order and not be able to use this time for other work, the Client shall pay the Translator 50% of the fee covering the portion of the order that has not been executed.

6. Prices and Payment

1. Prices shall generally be based on the Translator’s current rate (per hour or per word), unless agreed otherwise. In addition, the Translator may charge the Client for any out-of-pocket expenses incurred in the execution of the order. The translator shall be free to charge a minimum rate for each combination of source and target language.
2. Quoted prices shall apply only to services and products conforming to agreed specifications.
3. The Translator shall be entitled to raise the agreed price if he is forced to perform more work or incur more costs than might reasonably have been foreseen on conclusion of the contract as a result of having to work with laborious, time-consuming or unclear texts, for example, or faulty files or software supplied by the Client. This list of examples is not exhaustive.
4. Invoices are sent to the Client upon or following delivery of the product or rendering of the service, with the exception of Article 6.6.
5. Payment for products supplied or services rendered under the contract shall be due 14 calendar days after the invoice date (or within such other term as the Translator shall set in writing). Payment shall 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 Client shall be in default – immediately and without notice of default being required – and shall owe the statutory interest due on the invoice amount, plus two (2) percentage points, from the due date until settlement in full.
6. The Translator is entitled to ask for an advance payment of the amount agreed (in full or in part). This advance payment must be made before the Translator commences with the execution of the order.
7. The rate for extrajudicial collection costs shall be 15% on the first EUR 2,500 of the principal sum plus interest, and 10% on the balance, subject to a minimum of EUR 100 per invoice.
8. All prices are quoted exclusive of VAT.

7. Complaints and Disputes

1. The Client shall be required to notify the Translator in writing of any complaints about the product supplied or service rendered by the Translator as soon as possible, yet no later than ten working days after the said product is supplied or the said service is rendered.
2. Should the Client query the accuracy of specific passages of the translation supplied by the Translator and ask the Translator for his comments, and should the Translator subsequently be able to demonstrate that the passages in question are not incorrect, the Translator shall be entitled to charge the Client in full for the additional time spent on dealing with the query and for any other expenses incurred in this connection.
3. If the Client does not lodge a complaint within the period specified in Article 7.1 above, the Client shall be deemed to have fully accepted the product supplied or the services rendered by the Translator, and complaints shall only be considered if the Translator at his sole discretion deems such to be expedient. Any changes made by the Translator, at the Client’s request, to any part of the translated or edited text shall in no way constitute an acknowledgement on the part of the Translator of supplying an inferior product or rendering an inferior service.
4. In the case of a valid complaint, the Translator shall be allowed a reasonable period of time to improve or substitute the product or service. If the Translator in all fairness is unable to make the required improvements or to substitute the product or service, he may grant the Client a discount.
5. Lodging a complaint shall not release the Client from its payment obligations.
6. The Client’s right to complain shall lapse if the Client has itself edited or has instructed others to edit the part or parts of the product forming the subject of the complaint, regardless of whether the Client has subsequently supplied the product to a third party or not.

8. Copyright

Barring explicit agreement in writing to the contrary, the copyright on translations produced by the Translator shall devolve upon the Client at such time as the Client meets all its financial and other obligations to the Translator in full with respect to the work in question.

9. Liability and Indemnity

1. The Translator is only liable to the Client for any loss or damage suffered by the Client as a result of any intentional acts or omissions by the Translator or in case of gross negligence by the Translator.
2. Without prejudice to the stipulation in Article 9.1, the Translator’s liability shall never exceed the invoice value, exclusive of VAT, of the part of the product or service in question, which part has already been invoiced and/or supplied or rendered. The Translator’s liability shall never exceed EUR 5,000 per event or per sequence of related events.
3. Ambiguities in the text to be translated or edited shall release the Translator from any liability whatsoever.
4. The question of whether (the use of) a text to be translated or edited or the translation or edited version of such text, produced by the Translator, entails any risk of bodily injury shall be entirely at the Client’s expense and risk.
5. The Translator’s liability shall expire at the latest three (3) months after delivery of the product or rendering of the service.
6. No liability whatsoever shall be incurred by the Translator in respect of damage to or loss of documents, data or data carriers made available to facilitate performance of the contract. Nor shall any liability be incurred by the Translator in respect of any costs incurred and/or any loss or 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 supplied by the Translator.
7. The Client is bound to indemnify the Translator against any claims by third parties deriving from the use of the product supplied or the services rendered.
8. The Client is bound to indemnify the Translator 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 the performance of the contract.

10. Rescission and Force Majeure

1. If the Client fails to meet its obligations, if the Client is declared insolvent or bankrupt or if a petition is filed for the Client’s compulsory liquidation or bankruptcy, if the Client applies for or obtains a moratorium, if the Client is subject to an arrangement under the debt rescheduling regulations for natural persons or if the Client’s company or business is liquidated, the Translator shall have the right, without being required to pay any compensation, to dissolve the contract in whole or in part or to suspend performance of the contract. The Translator shall in that case be entitled to demand immediate payment of any outstanding amounts.
2. In the present general terms and conditions, force majeure shall be understood, in addition to the legal definition and interpretation of the term, to include all exterior causes, whether anticipated or not, over which the Translator cannot exercise any control, but which prevent the Translator from being able to meet his obligations. Such circumstances shall in any case include – but not exclusively – fire, accidents, illness, strikes, riots, war, terrorist attacks, governmental measures, disruption of the services of Internet providers, negligence on the part of suppliers, transport restrictions and delays, or any other circumstances beyond the Translator’s control.
3. During the period covered by force majeure, the Translator’s obligations shall be suspended. Should the period within which force majeure prevents the Translator from meeting his obligations exceed two months, either party shall be empowered to rescind the contract; no liability to pay any compensation shall in such case arise. If the Client is the consumer the empowerment to rescind shall only apply in so far as such empowerment is enforceable by law.
4. If, at the time of the commencement of force majeure the Translator has partially met his obligations, or can only partially meet his obligations, the Translator shall be entitled to draw up a separate invoice covering the work executed and the Client shall be bound to pay the said invoice as though it applied to a separate contract.

11. Legal System Applicable

1. The law of the Netherlands shall be applicable to all legally binding transactions between the Client and the Translator.
2. Any disputes shall be submitted for judgment to the competent court at the place where the Translator has his office.
3. The original Dutch text of these general terms and conditions shall prevail over versions published in any other language.

12. Registration

Apexcel Translations is registered with the Dutch Chamber of Commerce at Roermond under number 52552233.

A copy of these general terms and conditions shall be made available free of charge upon request.