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General Terms and Conditions

Concord Group [B.V.], trading as “Livewords”, works under the General Terms and Conditions of VViN, the Association of Translation Agencies in the Netherlands. These Terms and Conditions read as follows:

 

Article 1 – General

These General Terms and Conditions govern the legal relationship between the Translation Company and the Client, and supersede any (general) terms and conditions of the Client, unless the Translation Company consents to the applicability of such other terms and conditions in writing.

Article 2 – Quotes, formation of contracts

2.1 General quotes and estimates provided by the Translation Company are subject to contract.

2.2 The Translation Company may at any time revoke or change prices and dates of delivery quoted if it has not had the opportunity – prior to quoting such details – to view the entire text to be translated or edited. The Client’s oral or written acceptance of the quotation submitted by the Translation Company or, if no quotation is submitted, confirmation by the Translation Company in writing of an order placed by the Client, constitutes a contract.

2.3 The Translation Company may consider as a Client any person or entity that has placed an order with the Translation Company, unless said person or entity explicitly states that they are acting on the instructions, on behalf and at the expense of a third party and provided the name and address of this third party are disclosed to the Translation Company at the same time.

2.4 Agreements made and assurances given by representatives or employees of the Translation Company are not binding upon the Translation Company until these are explicitly confirmed by the Translation Company in writing.

2.5 Any reasonable doubt on the part of the Translation Company about the Client’s ability to pay entitles the Translation Company to require the Client to provide sufficient security before the Translation Company commences or continues to execute an order.

Article 3 – Changes and cancellation

3.1 Any major changes made by the Client to an order after a contract has been concluded entitles the Translation Company either to modify the price and/or the date of delivery agreed or to refuse to execute the order. In the latter case, the Client is required to pay for the work already performed, and the provisions stipulated in article 3.3 applies by analogy.

3.2 If the Client cancels an order the Client is required to pay in full for the work already performed with respect to that order. Additionally, where appropriate, the Client may be required to pay compensation on the basis of an hourly rate for time spent on research for the part of the work not performed. The Translation Company will make the portion of the work that has been performed available to the Client, if so requested, but without any warranties in respect of its quality.

3.3 If the Translation Company has reserved time for executing an order that has been cancelled, it may charge the Client 50% of the agreed price for the part of the work that is not performed.

Article 4 – Performance of work and confidentiality

4.1 The Translation Company undertakes to carry out orders to the best of its ability and with the required expertise, having regard to the purpose, as specified by the Client, of the text(s) to be translated or processed by the Translation Company.

4.2 The Translation Company maintains confidentiality with respect to information provided by the Client to the extent this is possible in connection with the performance of the contract. The Translation Company requires its employees to observe this code of confidentiality. However, the Translation Company is not liable for any breach of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent such breach.

4.3 Unless explicitly agreed otherwise, the Translation Company may engage third parties to carry out the order (in full or in part), without prejudice to the Translation Company’s responsibility for the confidential treatment and proper execution of the order. The Translation Company requires any such third party to observe this duty of confidentiality. However, the Translation Company is not liable for any breach of confidentiality by such third parties if it can sufficiently demonstrate that it was unable to prevent such breach.

4.4 As far as possible, the Client must honour any request for information by the Translation Company about the content of the text to be translated, as well as requests for relevant documentation and lists of terms if these are available. Such information and documentation is dispatched at the Client’s expense and risk.

Article 5 – Turnaround time and delivery

5.1 Agreed delivery dates are provisional, unless expressly agreed otherwise in writing. The Translation Company notifies the Client immediately if it perceives that it will be unable to meet an agreed deadline.

5.2 If a fixed delivery date is specifically agreed in writing and if the Translation Company fails to meet it for reasons other than circumstances beyond its control, and if the Client cannot reasonably be expected to accept any further delay, the Client is entitled to unilaterally set aside the contract. In such cases, however, the Translation Company is not required to pay any compensation whatsoever. Such cancellation does not affect the obligation on the part of the Client to pay for the work already performed.

5.3 The time of delivery is the time when the text is dispatched. Time of dispatch is the time at which the text is posted or handed to a courier, where the text is transmitted electronically (by fax, e-mail, modem, FTP etc) – the time at which the medium completes the transmission.

5.4 The Client must do whatever may reasonably be required or conducive to enabling the prompt delivery by the Translation Company of work performed under the contract.

5.5 The Client must do everything in its power to facilitate delivery of the product by the Translation Company under the contract. Any refusal to accept the Translation Company’s product constitutes default on the part of the Client, and the provisions of article 6.5 will apply accordingly, even if no explicit request for acceptance has been made.

Article 6 – Fees and payment

6.1 The fee is in principle based on the Translation Company’s current rate (per hour or per word), unless agreed otherwise. In addition, the Translation Company may charge the Client for any out-of-pocket expenses incurred in the execution of the order. The Translation Company may charge a minimum rate for each language pair.

6.2 Quoted prices apply only to services and products conforming to the agreed specifications.

6.3 The Translation Company may 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 laborious, time-consuming or unclear texts, for example, or faulty files or software supplied by the Client. This list of examples is not exhaustive.

6.4 All prices are quoted exclusive of VAT.

6.5 Invoices must be paid within due 30 calendar days after the invoice date (or within such other term as the Translation Company sets in writing). Payment must 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 will be in immediate default – without notice of default being required – and will owe the statutory interest due on the invoice amount, plus two percentage points, from the due date until settlement in full.

6.6 In the event of late payment by the Client, the Translation Company may charge extrajudicial collection costs in accordance with the Netherlands Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

Article 7 – Complaints and disputes

7.1 The Client must notify the Translation Company in writing of any complaints about a delivered product or service as soon as possible, yet no later than ten working days after the date of delivery. Lodging a complaint does not release the Client from its payment obligations.

7.2 If the Client questions the accuracy of specific passages of the translation supplied by the Translation Company and asks the Translation Company for its comments, and if the Translation Company is subsequently able to demonstrate that the passages in question are not incorrect, the Translation Company may charge the Client in full for the additional time spent on dealing with the query and for any other expenses incurred in this connection.

7.3 If the Client does not lodge a complaint within the period specified in article 7.1 above, the Client will be deemed to have fully accepted the product or service delivered by the Translation Company and complaints will only be taken into consideration at the Translation Company’s sole discretion. Changes made by the Translation Company at the Client’s request to any part of the translated or edited text do not constitute any form of acknowledgement on the part of the Translation Company of any inferior performance.

7.4 In the case of a valid complaint, the Translation Company is allowed a reasonable period of time to improve or substitute the product or service delivered. If the Translation Company is reasonably unable to make the required improvements or to substitution, it may grant the Client a discount.

7.5 If the Client and the Translation Company are unable to settle a complaint within a reasonable period of time, they may refer it to the VViN Arbitration Committee within two months once it has become apparent that no settlement will be reached. The dispute will then be settled by an arbitral tribunal in accordance with the VViN Arbitration Rules (Geschillenreglement VViN). If the Client wishes to submit a dispute for arbitration on the basis of these Arbitration Rules, the Translation Company must concur and cooperate with this procedure. The Arbitration Committee’s decision is binding on both parties.

7.6 The Client’s right to complain lapses if the Client has itself modified or has instructed others to modify 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.

Article 8 – Liability and indemnity

8.1 The Translation Company is only liable to the Client for loss that is directly and demonstrably caused by nonperformance attributable to the Translation Company. The Translation Company is not liable under any circumstances for any other forms of loss, such as indirect loss, consequential loss, trading loss, loss caused by delay in performance or loss of profit.

8.2 The Translation Company’s liability never exceeds 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 Translation Company’s liability never exceeds €45,000 per event or per sequence of related events.

8.3 Ambiguities in the text to be translated release the Translation Company from all liability.

8.4 The assessment as to whether (the use of) a text to be translated or edited, or the translation or edited version of such text produced by the Translation Company, entails any risk of bodily injury remains entirely for the Client’s expense and risk.

8.5 The Translation Company is not liable for damage to or loss of documents, data or data carriers made available to facilitate performance of the contract. Nor is the Translation Company liable in respect of any costs incurred and/or any loss or damage sustained as a result of (i) the use of information technology and telecommunications media, (ii) the transport or dispatch of data or data carriers, or (iii) the presence of computer viruses in any files or data carriers supplied by the Translation Company.

8.6 The Client indemnifies the Translation Company against any claims by third parties deriving from the use of the product supplied or the services rendered.

8.7 The Client also indemnifies the Translation Company against any claims by third parties on account of alleged violations of property rights, proprietary rights, patent rights, copyrights or any other intellectual property rights in connection with the performance of the contract.

Article 9 – Setting aside and force majeure

9.1 Translation Company is entitled, without being required to pay any compensation, to set aside the contract in whole or in part or to suspend performance of the contract 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 on payments, 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. In such event the Translation Company is entitled to demand immediate payment of any outstanding amounts.

9.2 If the Translation Company is unable to meet its obligations due to circumstances beyond its control and risk, it is entitled to set aside the contract without any liability to pay any compensation whatsoever. Such circumstances (force majeure) include, but are not limited to: fire, accidents, illness, strikes, riots, war, terrorist attacks, transport restrictions and delays, government measures, disruption of the services of Internet providers, nonperformance on the part of suppliers or any other circumstances beyond the Translation Company’s control.

9.3 If the Translation Company must discontinue further performance of the contract on account of force majeure it retains the right to payment for any work performed up to that time as well as the reimbursement for any costs and out-of-pocket expenses incurred.

Article 10 – Copyright

Unless expressly agreed otherwise in writing, the copyright on translations produced by the Translation Company accrue to the Client at such time as the Client meets all its financial and other obligations to the Translation Company in full with respect to the work in question.

Article 11 – Governing law

11.1 The legal relationship between the Client and the Translation Company is governed by Dutch law.

11.2 Any disputes in respect of which no binding decision has been given by the VViN Arbitration Committee in accordance with article 7.5 above are to be submitted for judgment to the competent court at the place of the Translation Company’s registration.

Article 12 – Filing and registration

12.1 These General Terms and Conditions have been filed with the Chamber of Commerce in Utrecht, the Netherlands, under number 40482690.

12.2 The Netherlands Association of Translation Companies (Vereniging van Vertaalbureaus in Nederland, “VViN”) is listed in the Register of Associations (verenigingenregister) of the Chamber of Commerce in Utrecht, the Netherlands, under number 40482690. In case of versions of these General Terms and Conditions in languages other than Dutch, the Dutch text will prevail. Upon request, a copy of these General Terms and Conditions will be promptly provided at no charge.