General Terms and Conditions Euro-Com International, Member of the VViN
For the purpose of these General Terms and Conditions, “the Translation Agency” shall refer to: Euro-Com International, located at Energieweg 4, 6871 KB Renkum.
Article 1 – General
These General Terms and Conditions shall govern the legal relationship between the Translation Agency and the Client, and shall supersede any (general) terms and conditions of the Client, unless the Translation Agency has confirmed their applicability in writing.
Article 2 – Quotes and the conclusion of the contract
2.1 General offers and quotes made by the Translation Agency shall be without obligation.
2.2 Quotes and deadlines may be revoked at any time if the Translation Agency has not had the opportunity to consult the complete text to be translated or edited before the quote is submitted. The Client’s oral or written acceptance of the quote submitted by the Translation Agency or, if no quote is submitted, confirmation by the Translation Agency in writing of a task assigned by the Client shall constitute a contract.
2.3 The Translation Agency may consider as a Client any person or entity that has assigned a task to the Translation Company, unless they have explicitly indicated to be acting on the instructions, on behalf and at the expense of a third party, provided that the name and address of such third party are disclosed to the Translation Agency at the same time.
2.4 Agreements and promises made by representatives or staff of the Translation Agency shall not be binding unless they have been expressly confirmed by the Translation Agency in writing.
2.5 Any reasonable doubt on the part of the Translation Agency as to whether the Client will be able to meet its payment obligations shall entitle the Translation Agency to require adequate security from the Client before either commencing or continuing with the work.
Article 3 – Modification and cancellation of assigned tasks
3.1 Any changes made by the Client to an assigned task after a contract has been concluded, other than a minor change, shall entitle the Translation Agency to change the delivery date and/or fee or to refuse to fulfil the task in question. In the latter case, the Client is obliged to pay for that part of the task that has already been fulfilled and the provisions of paragraph 3 of this article shall apply accordingly.
3.2 If an assigned task is cancelled by the Client, the Client is obliged to pay in full for that part of the task that has already been fulfilled. In addition, the client must, if applicable, pay a fee, based on an hourly rate, for research activities already carried out for the remaining part. The Translation Agency shall make any work already done available to the Client upon request. In that case, however, the quality of what has been delivered is not guaranteed.
3.3 If the Translation Agency has reserved time for the assigned task which was cancelled at a later stage, it may charge the Client 50% of the agreed fee for that part of the task that has not yet been fulfilled.
Article 4 – Performing assigned tasks and confidentiality
4.1 The Translation Agency shall perform the assigned tasks to the best of its ability and with the necessary expertise, taking into account the Client’s specifications regarding the purpose of the text(s) to be translated or edited by the Translation Agency.
4.2 The Translation Agency shall treat any information provided by the Client confidentially insofar as this is possible in respect of the fulfilment of the task. The Translation Agency shall require its employees to observe the strictest confidentiality. However, the Translation Agency shall not be liable for any breach of confidentiality by such employees if it can sufficiently demonstrate that it was unable to prevent the same.
4.3 Unless expressly agreed otherwise, the Translation Agency shall have the right to have an assigned task performed (in part) by a third party, without prejudice to the Translation Agency’s responsibility in respect of the confidential treatment and proper fulfilment of the task. The Translation Agency shall require any such third party to observe the obligation of professional secrecy. However, the Translation Agency shall not be liable for any breach of confidentiality by such third parties if it can sufficiently demonstrate that it was unable to prevent the same.
4.4 At the request of the Translation Agency, the Client shall, where possible, provide an explanation of the content of the text to be translated and, if available, make relevant documentation and terminology available to the Translation Agency. Such information shall always be sent at the Client’s expense and risk.
Article 5 – Delivery period and time of delivery
5.1 The agreed delivery period is a target period, unless expressly agreed otherwise in writing. As soon as the Translation Agency ascertains or expects that it will not be possible to deliver on time, it is held to notify the Client immediately.
5.2 If the Translation Agency fails to meet the expressly agreed delivery period confirmed in writing, the Client shall be entitled to dissolve the contract unilaterally, provided that it cannot reasonably be expected of them to wait for a later delivery. In such cases, the Translation Agency shall not be liable to pay any compensation. This dissolution does not affect the Client’s obligation to pay for that part of the task that was already fulfilled.
5.3 Delivery is deemed to have taken place at the time it was sent. The time of dispatch shall be deemed to be the time of delivery by post, delivery to the courier or, in the case of an electronic transmission (fax, email, modem, ftp, etc.), the time at which the medium completed the transmission.
5.4 The Client shall be required to take all reasonable steps that are necessary or desirable to enable a timely delivery by the Translation Agency.
5.5 The Client shall cooperate fully in respect of the delivery of the work performed by the Translation Agency pursuant to the contract. Even without having been reminded to do so, the Client shall be deemed to be in default if it refuses to accept the work performed, in which case the provisions of Article 6.5 shall apply.
Article 6 – Fees and payment
6.1 In principle, fees shall be based on the Translation Agency’s current word or hourly rate, unless agreed otherwise. In addition to its own fees, the Translation Agency may charge the Client for any out-of-pocket expenses incurred in the fulfilment of the assigned task. A minimum fee per language pair may be charged for each assigned task.
6.2 The price quoted by the Translation Agency for the service to be provided shall apply exclusively to the work performed in accordance with the agreed specifications.
6.3 The Translation Agency shall be entitled to increase the agreed price if the Client supplies extra laborious text, unclear copy, faulty computer software or databases that require the Translation Agency to perform additional work or incur more costs than the Translation Agency could reasonably have expected when the contract was concluded. The above list is not exhaustive.
6.4 All amounts are stated exclusive of VAT.
6.5 Invoices shall be paid no later than 30 calendar days after the invoice date (or within a different term, specified by the Translation Agency in writing), without any discount, set-off or suspension, in net terms, in the currency in which the invoice was drawn up. In the event of late payment, the Client shall be in default immediately and without any notice of default being required, in which case the Client shall owe the statutory interest on the invoice amount, increased by 2 percentage points, from the date of default until the time of full payment.
6.6 If the Client fails to pay on time, the Translation Agency shall be entitled to charge extrajudicial collection costs in accordance with the Besluit vergoeding voor buitengerechtelijke incassokosten (Decree on the Reimbursement of Extrajudicial Collection Costs).
Article 7 – Complaints and disputes
7.1 The Client shall notify the Translation Agency in writing of any complaints about the completed assignment as soon as possible, but no later than ten working days after delivery. The expression of a complaint does not release the Client from his payment obligation.
7.2 Should the Client call into question the accuracy of specific translation solutions and ask the Translation Agency for its comments, and should the Translation Agency subsequently be able to demonstrate that the translations provided are not incorrect, the Translation Agency shall be entitled to charge the Client in full for any additional hours worked and any other costs incurred in connection therewith.
7.3 If the Client fails to express any complaints within the period specified in paragraph 7.1, the Client shall be deemed to have accepted the completed assignment in full, and complaints shall be considered admissible only if the Translation Agency, at its own discretion, deems this appropriate. Any amendment by the Translation Agency to any part of the translated or edited text at the Client’s request shall not constitute a recognition by the Translation Agency of the fact that its performance was faulty.
7.4 If the complaint is well-founded, the Translation Agency shall have the right to rectify or replace the completed assignment within a reasonable period of time. If the Translation Agency cannot reasonably comply with the requirement for rectification or replacement, it may grant a reduction in the price.
7.5 If the Client and the Translation Agency fail to resolve the dispute within a reasonable time, the dispute may be submitted by the parties to the VViN Arbitration Committee within two months of the date on which the dispute was established. The dispute shall then be settled by an arbitration tribunal in accordance with the VViN Arbitration Regulations. If the Client wishes to have a dispute settled on the basis of these Arbitration Regulations, the Translation Agency shall be obliged to cooperate in this matter. The Arbitration Committee shall issue a decision which shall be binding upon both parties.
7.6 The Client’s right to submit complaints shall lapse if the Client has edited or had edited that part of the completed assignment to which the complaint relates, irrespective of the fact whether the Client has subsequently forwarded the completed assignment to a third party or not.
Article 8 – Liability and indemnification
8.1 The Translation Agency shall only be liable for any loss or damage suffered by the Client directly and demonstrably derived from shortcomings attributable to the Translation Agency. The Translation Agency shall never be liable for any other form of loss or damage, such as indirect loss, consequential loss, trading loss, loss due to delay or loss of profit.
8.2 The Translation Agency’s liability shall in any event be limited to the invoice value, exclusive of VAT, of that part of the task in question which has already been invoiced and/or delivered. The liability of the Translation Agency shall also in all cases be limited to an amount of EUR 45,000 per event or per related series of events.
8.3 Ambiguities in the text to be translated shall release the Translation Agency from any liability whatsoever.
8.4 The assessment of the question as to whether (the use of) any text to be translated or edited, or the translation or edited version of such text, supplied by the Translation Agency, entails any risk of bodily injury shall be entirely at the Client’s expense and risk.
8.5 The Translation Agency is not liable in respect of damage to or loss of documents, data or data carriers made available to facilitate the fulfilment of the contract. The Translation Agency is also not liable for 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 Translation Agency.
8.6 The Client shall indemnify the Translation Agency against all claims by third parties arising from the use of the completed assignment.
8.7 The Client shall also indemnify the Translation Agency against all claims by third parties on account of alleged infringement of property, patent, copyright or other intellectual property rights in connection with the fulfilment of the contract.
Article 9 – Dissolution and force majeure
9.1 If the Client fails to meet its obligations, if the Client is declared bankrupt or if a petition is filed for its bankruptcy, if the Client applies for or has been granted suspension of payment, if the Client is subject to the debt restructuring scheme for natural persons or if the Client’s company is liquidated, the Translation Agency shall have the right, without being liable to pay any compensation, to dissolve the contract in whole or in part or to suspend the fulfilment of the contract. In that event, the Translation Agency shall be entitled to demand immediate payment of any outstanding amounts.
9.2 Should the Translation Agency be unable to meet its obligations due to circumstances that are beyond its control, it shall have the right, without being liable to pay any compensation, to dissolve the contract. Such circumstances (force majeure) include, but are not limited to, fire, accidents, illness, strikes, riots, war, terrorist attacks, transport restrictions, government measures, disruptions in the services of internet providers, negligence on the part of suppliers or other circumstances beyond the Translation Agency’s control.
9.3 If the Translation Agency is compelled by force majeure to discontinue the further fulfilment of the contract, it shall retain the right to reimbursement of any work performed up to that point in time, costs incurred and out-of-pocket expenses paid.
Article 10 – Copyright
10.1 Unless expressly agreed otherwise in writing, the copyright on translations produced by the Translation Agency shall be transferred to the Client as soon as the Client has fully fulfilled all its financial and other obligations towards the Translation Agency in respect of the relevant task.
10.2 Translations may be made using so-called translation memories as an aid. The Translation Agency shall ensure that no confidential information shall be reproduced from parts of the source text stored in and re-used from the translation memory. To the extent that any rights, such as copyrights and/or database rights, arise from the use of the translation memory, they belong to the Translation Agency, unless otherwise agreed upon.
Article 11 – Applicable law
11.1 All legal relationships between the Client and the Translation Agency shall be governed by the laws of the Netherlands.
11.2 Any disputes in respect of which no binding decision has been reached by the VViN’s Arbitration Committee in accordance with Article 7.5 shall be submitted for judgement to the competent court in the place where the Translation Agency has its registered office.
Article 12 – Privacy stipulation
12.1 General information
a. The Translation Agency shall comply with the General Data Protection Regulation, the GDPR, and shall only collect the personal data for which it has a basis for processing.
b. Before the Client assigns a translation task, the Translation Agency shall only process personal data that is necessary for the submission of a quote.
c. The Client shall indicate in which of the following categories the translation task is to be classified, no later than at the time of the quote:
Category 1: High risk
Type: The task contains personal data that are of a very sensitive nature, such as criminal and medical data.
Group: Limited to the actual project team.
– Very limited rights of access;
– Storage is either anonymised or pseudonymised;
– Enforcement of strict retention period;
– Processing only by processors who are GDPR compliant.
Category 2: Medium risk
Type: The task contains personal data that are of a sensitive nature and that are qualified by law as special personal data with the exception of medical data or that relate to a person who is known or that relate to a person or dispute that can lead to consternation in society.
Group: Limited to a small group of persons, based on need to know only
– Restricted rights of access;
– Storage need not be anonymised or pseudonymised, but is permitted.
– Enforcement of retention period;
– Processing only by processors who are GDPR compliant.
Category 3: Normal risk
Type: The task contains personal data such as name, address, place of residence.
Group: Limited to a group within the Translation Agency and the actual translation team.
– Right of access internal; not secured;
– Normal storage;
– Enforcement of retention period;
– Processing is allowed worldwide within the framework of the GDPR.
Category 4: No risk
Type: The task does not contain any personal data.
d. The costs of the translation task depend in part on the choices the client makes in advance, such as:
i. The category classification;
ii. The request for anonymisation or pseudonymisation of personal data;
iii. Deviating retention periods;
iv. The return or destruction of personal data.
e. The Translation Agency shall ensure that its employees are informed of GDPR compliance in respect of personal data by means of ongoing training. In addition, the Translation Agency has included strict confidentiality and penalties in its contracts with employees who work with personal data.
f. The Translation Agency shall also ensure that it takes and maintains appropriate technical measures to properly safeguard personal data.
g. The Translation Agency shall check the GDPR compliance of third parties it hires and shall, if necessary, provide additional safeguards to ensure the security of personal data.
h. The Translation Agency shall not share personal data with foreign parties unless required to do so by law or unless the Client consents to the translation being carried out abroad.
i. Clients can exercise their rights under the GDPR by means of the Rights of Data Subjects form. The Translation Agency shall endeavour to process each request within four weeks.
12.2 Data breach
If, despite all due care on the part of the Translation Agency, personal data is lost or is viewed by unauthorised persons (data breach), the Translation Agency shall notify the Client as soon as possible and in any event within the period agreed by the parties.
The Translation Agency shall endeavour to minimise and, as far as possible, eliminate any damage caused by the data breach.
At the request of the Client, the Translation Agency shall assist the Client in reporting any data breaches to the Data Protection Authority and, if necessary, to any parties involved.
A data breach shall not relieve the Client of its obligations under the contract with the Translation Agency, unless the Client can demonstrate or plausibly demonstrate gross negligence on the part of the Translation Agency.
12.3 Retention periods
The Translation Agency shall not retain any personal data for longer than is necessary for the fulfilment of the assigned translation task agreed between the parties, unless:
- The Client grants permission for a longer retention period;
- The Translation Agency is required by law to provide for a longer retention period.
Article 13 – Filing and registration
13.1 These General Terms and Conditions have been filed with the Chamber of Commerce under number 09146096.
In the case of versions of these General Terms and Conditions in a language other than Dutch, the Dutch text shall prevail.
A copy of these General Terms and Conditions shall at all times be sent to the requester free of charge upon the first request.