General Terms and Conditions

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General Terms and Conditions

1. Client
A client is understood to be any natural or legal person who instructs SdS Translation Works to carry out any translation or interpreting work.

2. Quotation and entering into an agreement

2.1 As long as SdS Translation Works has not had the opportunity to assess the nature of the entire document to be translated and/or edited, any quotation provided in this respect, including the fee and/or delivery date, will be free of obligation and may be withdrawn or modified at any time.

2.2 An agreement will have been entered into after the client accepts, either verbally or in writing, a quotation issued by SdS Translation Works, or if SdS Translation Works sends written confirmation of an assignment issued by the client. Written acceptance or confirmation is understood to include an acceptance or confirmation sent by fax and/or e-mail.

2.3 SdS Translation Works will, in principle, confirm an assignment in writing. Failure to send confirmation will not imply that the agreement has not been entered into.

2.4 Unless the person issuing the assignment explicitly states that he is acting by order of, on behalf of or on account of a third party at the moment the agreement is entered into and unless he states the name and address of this third party, SdS Translation Works will consider the person who has issued the assignment to be the client.

2.5 If SdS Translation Works has reasonable grounds to suspect that the client is not able to meet his payment obligations, SdS Translation Works is authorized to request additional security of payment.

3. Delivery time and deadline

3.1 SdS Translation Works will respect the agreed delivery time, except in cases beyond SdS Translation Works's control. Should it appear that it will not be possible for SdS Translation Works to meet the deadline due to exceptional circumstances, SdS Translation Works is obliged to notify the client of this immediately.

3.2 Delivery will have taken place at the time that SdS Translation Works returns the translation to the client by e-mail, post, fax or courier.

3.3 With regard to the assignment which is to be carried out by SdS Translation Works the client is obliged to do all that is reasonably necessary in order to make timely delivery by SdS Translation Works possible.

4. Modification or withdrawal of an assignment

4.1 In the event that the client makes changes or additions to an assignment after the agreement has been entered into and if these changes and/or additions are not of a limited nature, which is solely at the discretion of SdS Translation Works, then SdS Translation Works reserves the right to either alter the delivery time(s) and/or the fee in accordance with the modifications or to reject the modifications.

4.2 Any alterations to the agreed conditions of an assignment which are made after the agreement has been entered into only take effect after written acceptance and confirmation by SdS Translation Works.

4.3 In the event that a client withdraws an assignment after an agreement has been entered into, the client is liable for payment of the agreed fee in full, unless SdS Translation Works grants a discount. The extent of such a discount shall be solely at SdS Translation Works's discretion and depends on the work already carried out. SdS Translation Works will deliver to the client all the work which has already been completed.

5. Carrying out assignments and confidentiality

5.1 SdS Translation Works gives an undertaking to its clients that it will ensure that any assignment for a translation will be carried out to the best of its ability and expertise.

5.2 SdS Translation Works has the right to engage the services of a third party, i.e. an independent, qualified, freelance translator, to carry out an assignment.

5.3 With regard to the desired level of quality of the translation to be performed by SdS Translation Works, the client is obliged to make available any necessary information concerning the text to be translated, including any specific terminology.

5.4 SdS Translation Works undertakes to treat all information provided by the client with strict confidentiality. SdS Translation Works undertakes to inform any independent translator whose services it engages of his or her duty to ensure the confidentiality of any information he or she may receive. SdS Translation Works cannot be held liable in the unlikely event that a third party fails to comply with his or her duty of non-disclosure.

6. Fees, payment and collection costs

6.1 The fee shall be based on the number of words in the translated text (target text) multiplied by the applicable standard rate per word, unless SdS Translation Works has agreed otherwise with the client.

6.2 Besides the standard rate, SdS Translation Works will also include a surcharge in the event that the text to be translated requires additional editing, is of an extraordinary or specialist nature, or if it needs to be translated very urgently. The aforementioned list is not exhaustive.

6.3 The rates stated exclude VAT, unless explicitly stated otherwise.

6.4 Invoices shall be paid within three weeks after the date stated on the invoice. The client will immediately be in default, without the need for proof of default, in the event of the non-timely payment of an invoice. In the case of default, the client is liable to pay the legal interest rate and all other debt collection costs, including SdS Translation Works's administration costs of € 50 per invoice and the administration and/or commission costs of the debt collection agency engaged by SdS Translation Works.

7. Complaints and disputes

7.1 The client shall be required to notify SdS Translation Works in writing, including reasoning relating to the contents and a detailed explanation, of any complaint concerning a translation as soon as possible, but no later than ten working days following delivery. The submission of a complaint shall, under no circumstance, relieve the client of his payment obligation.

7.2 If the client has not expressed any complaints when the deadline as stated in article 7.1 has passed, it is supposed that he has accepted the delivered assignment in full and any complaints made at a later date shall only be dealt with if SdS Translation Works accepts them.

7.3 In the event of a complaint or dispute, SdS Translation Works will make its opinion formally known, partly based on the expert opinion of the (relevant) independent translator(s).

7.4 In the event that SdS Translation Works considers the complaint to be well-founded, either partially or entirely, SdS Translation Works undertakes to do everything possible to rectify the complaint.

8. Liability and indemnification

8.1 A client shall only be entitled to hold SdS Translation Works liable for loss or damage that can be proven to be a direct result of an error that may be attributed to SdS Translation Works. SdS Translation Works shall, under no circumstances, be liable for any other form of damage, such as a loss of profits, a loss due to a delay or loss of earnings. SdS Translation Works shall in no way be liable for the incorrect translation of ambiguities in the source document.

8.2 SdS Translation Works's liability is limited to an amount equal to the fee for the assignment concerned, excluding VAT. In all cases, this liability is limited to a maximum of € 10,000.

8.3 The client is responsible for the risk of the adverse consequences resulting from the use of the text translated by SdS Translation Works, including personal injury and economic damage. The client shall be expected to check the correctness of any parts of a translation supplied by SdS Translation Works which are important to him or which are of an essential nature, such as figures and medical information, in view of the fact that, whereas SdS Translation Works produces translations to the best of its ability and expertise, it can under no circumstances rule out an omission.

8.4 SdS Translation Works shall not be held liable for damage to or the loss of any documents, information or information carriers which the client places at SdS Translation Works's disposal. Furthermore, SdS Translation Works shall not be held liable for any loss or harm caused by the use of information technology, the Internet and modern means of telecommunication, nor for any loss or harm as a result of the movement of information (carriers).

8.5 The client shall indemnify SdS Translation Works against any claim made by a third party in relation to the alleged infringement of a title of ownership, patent or intellectual rights of ownership.

9. Termination

9.1 Should a client fail to fulfil his duties or in the case of bankruptcy, moratorium or liquidation of the client’s company, SdS Translation Works shall be entitled to cancel all or part of the agreement or to suspend its execution without being liable for compensation.

9.2 In the event that SdS Translation Works fails to fulfil its obligations due to any circumstances beyond its control, it shall be entitled to postpone or terminate the agreement without being held liable for compensation. Extraordinary circumstances include, but are not limited to, fire, accidents, strikes, riots, war, transport problems and measures taken by public authorities.

10. Copyright

10.1 Unless explicitly agreed otherwise, SdS Translation Works shall retain the copyright to any translation produced by the translator.

11. Applicable law

11.1 Dutch law is applicable to all legal relationships between SdS Translation Works and the client. All disputes are subject to the assessment of an authorized Dutch judge. If a client holds SdS Translation Works legally liable, this must always take place in the Netherlands.

12. Other

12.1 SdS Translation Works is understood to be the translation agency SdS Translation Works, located in 's-Heerenberg, the Netherlands, and registered in the Registry of Companies of Utrecht in the Netherlands under number NL236222508B01.

12.2 The most recent version of these general terms and conditions will be provided at the customer’s first request and is also available at www.sdstranslationworks.eu.

12.3 These general terms and conditions are applicable to all legal relationships between SdS Translation Works and the client, and they nullify the client’s general terms and conditions, unless SdS Translation Works has explicitly agreed in advance in writing to accept them.

12.4 These general terms and conditions are deposited at the Chamber of Commerce in Utrecht, the Netherlands under number NL236222508B01.

Last updated on: 01 February 2009