These terms and conditions constitute an inseparable part of any agreement with Vertaction. By entering into such an agreement, the client accepts these General Terms and Conditions as binding. Deviating or additional conditions are only binding upon Vertaction after explicit approval in writing by Vertaction.
2 – Quotations, formation of agreement
2.1 All offers of Vertaction are free of obligations.
2.2 Quotations and deadlines may be revoked at any time if the full text has been changed after the quotation was given. The agreement is reached by the client's written acceptance of Vertaction's quotation or, if no quotation was given, by Vertaction's written confirmation of the order.
2.3 Vertaction is entitled to regard as his client the person who extended the order, unless that person expressly indicated that he is acting in the name and for the account of a third party, and provides that party's name and address to Vertaction at the same time.
3 – Changing/cancelling orders
3.1 If the client makes changes, other than minor ones, to the order after the agreement has been reached, Vertaction shall be entitled to revise the deadlines and the fees.
3.2 If a client cancels an order, he is liable to pay for that part of the order that has already been completed and to pay a fee for the research already carried out for the remainder, charged on an hourly basis. Vertaction will place the work already completed at the client's disposal.
3.3 If Vertaction has reserved time for the order and is unable to use it for another order, the client shall be required to pay 50% of the fee for that part of the order that was not carried out.
4 – Fulfilment of orders, confidentiality
4.1 Vertaction is required to fulfil the order to the best of his professional knowledge and ability for the purpose the client has specified.
4.2 Vertaction is held to confidentiality for all that is entrusted to Vertaction for purposes of carrying out the order.
4.3 Unless expressly agreed otherwise, Vertaction may have all or part of an order performed by a third party or third parties, without prejudice to his responsibility to observe confidentiality and ensure that the order is carried out properly. Vertaction shall require such third party to maintain confidentiality.
4.4 Upon request and where possible, the client will supply relevant information about the text to be translated, as documentation and terminology, if available. Such documents will be sent for the account and risk of the client.
5 - Deadlines and delivery dates
5.1 Any agreed delivery date is no more than a target, unless expressly agreed otherwise in writing. Vertaction is required to notify the client any delay as soon as it has become clear that it will be impossible to respect the delivery date.
5.2 Where Vertaction fails to meet an agreed deadline, in breach of the agreement, and the client cannot reasonably wait the order to be fulfilled, the client may cancel the contract unilaterally. In that case, Vertaction is not held to pay any compensation.
5.3 The translation is delivered on the date and at the time it is sent.
5.4 Data delivered by electronic mail are delivered at the time the medium confirms transmission.
6 – Fee and payment
6.1 Translation fees are in general based on a rate per word with a minimum order of 50 euro’s. Other work may be charged at an hourly rate. Vertaction may also charge the client for other expenses agreed in advance with him and connected with the fulfilment of the order.
6.2 All sums stated are exclusive of VAT.
6.3 Where a time limit for payment has been agreed, payment must be made within that time limit. In all other cases, payments must be made within 30 days, in accordance with European Directive 2000/35/EC.
6.4 All judicial and extrajudicial collection charges, including legal fees, bailiffs' fees and costs of debt recovery services, shall be paid or reimbursed by the client. Extrajudicial collection costs will be charged in accordance with the standard scale for such charges (staffel kosten buitengerechtelijke incassokosten).
6.5 Vertaction may require the client to pay all or part of the fee and expenses in advance before starting with the order. If the client fails to supply such security within five working days of a written request to that effect, Vertaction shall be entitled to suspend his obligations for a period fixed by Vertaction and/or terminate the contract. If the contract is suspended and/or terminated, Vertaction shall retain the right to compensation for the work carried out up to that point.
6.6 Vertaction may require payment in instalments during the course of the order before starting work on the order. In that case, if the client fails to fulfil his payment obligations as stipulated in paragraph 6.3, Vertaction may suspend his obligations and/or terminate the agreement. If the agreement is suspended and/or terminated, Vertaction shall retain the right to compensation for the work carried out up to that point.
6.7If the client is of the opinion that the amounts Vertaction has invoiced are incorrect, he is required to object in writing, specifying his objections, within the time limit stipulated in paragraph 6.3. If the client fails to comply with the requirements of this paragraph, he forfeits the right to object to the amount or composition of the invoice.
7 – Complaints and disputes
7.1 The client must notify Vertaction of any complaints concerning the work delivered in writing within 10 working days of delivery. The fact that a complaint has been made does not release the client from his obligation to pay.
7.2 If the complaint is founded, Vertaction will correct or replace the work within a reasonable period or, if Vertaction cannot reasonably comply with the client's wish that the work be improved, he will reduce the price.
7.3 The client's right to complain shall lapse if the client has modified the work delivered or had it modified.
8 - Liability
8.1Vertaction is liable only for loss or damage, which is a direct and verifiable consequence of a fault for which he can be held accountable. Vertaction is never liable for indirect loss or damage, such as trading or consequential loss, loss due to delay, or loss of profit. In all instances, liability is limited to the amount invoiced for the order in question ex VAT.
8.2 Vertaction is not liable if the source text is ambiguous.
8.3 The assessment of whether the source text or the translation entails any risk of bodily injury is entirely at the client's expense and risk; the client will indemnify Vertaction and hold him harmless against any claims from third parties in connection with bodily injury arising out of the use of the work delivered.
8.4 Vertaction is not liable for any loss of or damage to the documents, information or data carriers made available to him for the purpose of fulfilling the order. Nor is Vertaction liable for loss or damage arising as a result of the use of information technology or modern means of telecommunications.
8.5 The client shall indemnify Vertaction and hold him harmless against all claims from third parties in respect of which Vertaction does not accept liability but where liability is nevertheless asserted.
9 - Termination
9.1 In case the client fails to discharge his obligations, or if his business goes into bankruptcy, or liquidation, or if a court orders that payments to creditors be suspended, Vertaction shall be authorised to terminate or suspend in part or totally the agreement without granting the client any compensation. In that case, Vertaction can require immediate payment of the amount due.
9.2 In case of circumstances beyond Vertaction’s control such as fire, accident, illness, strikes, riots, war, obstacles to transportation, restrictive government measures as a result of which Vertaction could not meet his obligations, Vertaction may suspend or terminate the agreement without granting the client any compensation.
11 - Copyrights
10.1 Unless explicit otherwise agreed in writing, Vertaction reserves the copyright on translation and others texts he makes.
10.2 The client protects Vertaction against appeals from third parties in connection with alleged breaches of property rights, patents, copyrights, or other intellectual property rights in relation with the fulfilment of the agreement.
12 – Applicable law
11.1 All agreements with Vertaction are governed by Dutch law.
11.2 All disputes that can solve amicably shall be settled by the competent Dutch court.
