Terms & Conditions
1. – GENERAL
These general terms and conditions apply to all legal relationships between the AVB Language Group and the Client, and supersede any terms and conditions referred to, offered or relied on by the Client, unless the AVB Language Group specifically approves the application of such terms in writing.
2 – QUOTATIONS, CONCLUSION OF CONTRACTS
2.1 Quotations and estimates issued by the AVB Language Group are free of obligation.
2.2 The AVB Language Group may revoke quoted prices or terms of delivery if it has not had the opportunity to view the entire text to be translated prior to issuing the quotation. The Client’s oral or written acceptance of the quotation submitted by the AVB Language Group or, if no quotation was submitted, written confirmation by the AVB Language Group of an order placed by the Client shall constitute a contract.
2.3 The AVB Language Group may consider as a Client any person or entity that has placed an order with the AVB Language Group, unless said person or entity has explicitly stated that they are acting on behalf and at the expense of a third party, with whose name and address they shall provide the AVB Language Group on placing the order.
2.4 Agreements with and promises made by representatives or personnel of the AVB Language Group shall not be binding unless confirmed by the AVB Language Group in writing. 2.5 Any reasonable doubt on the part of the AVB Language Group about the Client’s ability to pay shall entitle the AVB Language Group to require sufficient security from the Client before executing the order.
3 – CHANGES TO OR CANCELLATION OF ORDERS
3.1 Any major changes made by the Client to an order after the contract has been concluded shall entitle the AVB Language Group to either modify the quoted price and/or term of delivery or refuse to execute the order after all. In the latter case, the Client shall pay for the work already performed.
3.2 Cancellation of an order by the Client shall entitle the AVB Language Group to claim payment of any translation work already performed for that order as well as compensation for hours spent on research for the remainder of the order. The AVB Language Group shall make the work performed available to the Client at the latter’s request, but shall accept no responsibility for its quality.
3.3 If the AVB Language Group has reserved time for the execution of the order, it may charge the Client 50% of the fee for the non-executed part of the work.
4 – EXECUTION OF ORDERS, CONFIDENTIALITY
4.1 The AVB Language Group undertakes to carry out orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose indicated by the Client. The AVB Language Group shall keep any information provided by the Client strictly confidential and require its employees to do the same. However, the AVB Language Group shall not be liable for breaches of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.
4.2 Unless explicitly agreed otherwise, the AVB Language Group shall be entitled to hire others to execute the order (in full or in part), without prejudice to the AVB Language Group’s responsibility for the confidential treatment and proper execution of the same. The AVB Language Group shall require any third party involved in the execution of an order to keep confidential anything they may learn in the course of their duties.
4.3 The Client shall honour any request for information by the AVB Language Group about the content of the text to be translated as far as possible, as well as requests for documentation and lists of terms if such are available. Such information and documentation shall be dispatched at the Client’s expense and risk.
5 – TERM AND DATE OF DELIVERY
5.1 Delivery dates are provisional, unless an explicit written agreement stipulates otherwise. The AVB Language Group shall notify the Client immediately if it perceives that it will be unable to meet an agreed delivery date.
5.2 If a fixed delivery date is specifically provided for in writing and the AVB Language Group fails to meet it for reasons other than matters beyond its control, and if the Client cannot reasonably be expected to brook any delay, the Client shall be entitled to cancel the contract. In such cases, however, the AVB Language Group shall not be liable to pay any damages whatsoever.
5.3 Delivery shall be deemed to have taken place the moment the text is sent by post, fax, telex, courier, modem, the Internet, etc.
5.4 Data sent by electronic mail shall be deemed to have been delivered as soon as the medium has confirmed sending the message.
5.5 The Client shall help the AVB Language Group execute the order by doing whatever may reasonably be necessary or conducive to its timely execution.
5.6 The Client shall do everything in its power to facilitate delivery of the product produced by the AVB Language Group under the contract. Any refusal to accept the AVB Language Group’s product shall constitute default on the part of the Client, and the provisions of subclause 6.5 shall apply accordingly, even if no explicit request for acceptance has been made.
6 – PRICES AND PAYMENT
6.1 Prices are generally based on the AVB Language Group’s current rate (per hour or per word), unless agreed otherwise. In addition, the AVB Language Group may charge the Client for any expenses incurred in the execution of the order. The AVB Language Group is free to charge a minimum rate for each combination of source and target language.
6.2 Quoted prices shall apply only to products conforming to agreed specifications.
6.3 The AVB Language Group shall be entitled to raise the agreed price if it 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 very difficult or unclear texts, for example, or faulty files or computer programs supplied by the Client. This list of examples is not exhaustive.
6.4 All prices are exclusive of VAT.
6.5 Payment for products supplied under the contract is due 30 days after the invoice date (or within any other term fixed by the AVB Language Group in writing). Payment shall be nett and in full – without any discount, set-off or suspension – 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 – as well as owing the statutory interest on the invoice amount from the due date until full settlement.
6.6 The rate for extrajudicial collection costs shall be 15% on the first EUR 2,500.00 of the principal including statutory interest, and 10% on the balance, with a minimum of EUR 100,- per event.
7 – COMPLAINTS AND DISPUTES
7.1 If the Client has any complaints about the product supplied by the AVB Language Group, it shall submit them in writing as soon as possible, yet never later than 10 days after receiving the said product. Lodging a complaint shall not release the Client from its obligation to pay.
7.2 If no complaints are made within the term fixed in subclause 7.1 above, the product shall be deemed to have been fully accepted, and the AVB Language Group shall only act on complaints if it sees fit to do so. The Agency’s changing any part of the translated or edited text at the Client’s request shall in no way constitute an acknowledgement on the part of the AVB Language Group of having supplied an inferior product.
7.3 In the case of a valid complaint, the AVB Language Group shall be granted a reasonable period of time to improve or substitute the product. If the AVB Language Group cannot reasonably be expected to perform the required improvements or substitution, it may grant the Client a discount.
7.4 The AVB Language Group is a member of ATA, the Dutch Association of Translation Agencies, and if the parties prove unable to settle their dispute amicably within a reasonable period of time, they may refer it to the board of the ATA within two months after it has become apparent that no settlement will be reached. The dispute shall then be settled by an arbitration committee in accordance with the ATA Arbitration Rules. The arbitration committee’s decision shall be binding on both parties.
7.5 The Client’s right to complain shall lapse if the Client has itself edited or has hired others to edit the part or parts of the product concerned in the complaint, regardless of whether it has subsequently supplied the product to a third party or not.
8 – LIABILITY, INDEMNITY
8.1 The AVB Language Group shall exclusively be liable for damage directly and demonstrably deriving from shortcomings attributable to the same. The AVB Language Group shall under no circumstance be liable for other forms of damage, such as consequential damage, loss of profits or losses due to delays. The Agency’s liability shall never exceed the invoice amount of the product in question, exclusive of VAT.
8.2 Ambiguity of the text to be translated shall release the AVB Language Group from any liability whatsoever.
8.3 The decision whether the use of a text to be translated/edited or the translation/edited version thereof produced by the AVB Language Group entails any risk of injury or losses due to injury shall be entirely at the Client’s expense and risk.
8.4 No liability whatsoever shall be incurred by the AVB Language Group in respect of damage to or loss of documents, data or data carriers provided by the Client to facilitate the contract’s execution. Nor shall any liability be incurred by the AVB Language Group in respect of costs and/or damage incurred as a result of (a) the use of information technology and telecommunications media, (b) transport or dispatch of data or data carriers, or (c) the presence of computer viruses in any files or data carriers supplied by the AVB Language Group.
8.5 The Agency’s liability shall never exceed EUR 45,000.00 per event.
8.6 The Client shall indemnify the AVB Language Group against any claims by third parties deriving from use of the product, barring any liability incurred by the AVB Language Group by virtue of this clause.
9 – CANCELLATION
9.1 Any failure on the part of the Client to meet its obligations, as well as bankruptcy, a moratorium or liquidation in respect of the Client’s company, shall entitle the AVB Language Group to either cancel the contract (in part or in full) or postpone its execution without any claim to damages on the part of the Client. In such cases, the AVB Language Group shall also be entitled to demand immediate payment.
9.2 If The AVB Language Group should prove unable to meet its obligations due to circumstances beyond its reasonable control, it shall be entitled to cancel the contract without being liable to pay damages. Such circumstances include, but are not limited to: fire, accidents, illness, strikes, riots, war, transport restrictions and delays, government measures, disruption of the services of Internet providers, and other instances of force majeure.
9.3 If the AVB Language Group is compelled by force majeure to discontinue execution of the contract, the Client shall still pay for any work performed up until that moment as well as any costs and expenses incurred.
10.1 Barring explicit, written agreement to the contrary, the copyright to any translations or other texts produced by the AVB Language Group shall rest with the same.
10.2 The Client shall indemnify the AVB Language Group against any and all claims by third parties in respect of alleged violation of property rights, patent rights, copyrights or other intellectual property rights relative to the execution of the contract.
11 – LAW
11.1 The contract shall be deemed to have been made in the Netherlands and Dutch law shall be the proper law of the contract.
11.2 Any disputes about which no binding decision by the ATA Arbitration Committee is obtained in accordance with subclause 7.4 above shall be submitted to the competent court in the town where the AVB Language Group has its office.
12 – REGISTRATION
12.1 These general terms and conditions are filed with the Chamber of Commerce of Amsterdam.
12.2 the AVB Language Group is registered with the Amsterdam Chamber of Commerce under number 33159215.
This text has been translated from Dutch, and the original Dutch text shall always prevail.