terms and conditions

General Terms and Conditions of Lucidity Translations
Kamer van Koophandel Registration No.: 59557826

Definitions
Client:
1) The natural or legal person who has entered into the contract (of Work) with the
Translator;
2) The natural or legal person who, by means of an authorization, has given permission
to a third party to enter into the contract for services with the Translator;
Contract (of Work):
The contract to be entered into by Translator and Client concerning translation, editing,
and/or correction work;
Translator:
The natural or legal person performing the Client’s translation;
Translation:
The final version of the file/document after the translation work has been performed;
Work (Services):
The Translator offers translation from Dutch into English and editing/correction services in
the English language.
Article 1. – Applicability of Terms and Conditions
1.1. These General Terms and Conditions apply to all quotations made by the Translator
and all contracts between the Translator and the Client.
1.2. The Translator declares these Terms and Conditions applicable to each quotation
and/or contract he/she enters into with the Client.
1.3. With regard to the performance of the Work, the Translator is allowed to engage the
services of third parties, in which event the Translator exercises due care and
diligence.
1.4. If at any time one or more provisions of these General Terms and Conditions become
void or voidable, whether in part or in full, the rest of these General Terms and
Conditions remain in place. In this event, the Translator and the Client will agree on
the replacement of the void or voidable provisions by new provisions, while retaining
the purpose and scope of the original provisions as much as possible.
1.5. If there is anything unclear or contentious about the interpretation of any of the
provisions in these General Terms and Conditions, then the interpretation will be made
in accordance with the spirit of these provisions.
1.6. If a situation arises between parties that has not been provided for in these General
Terms and Conditions, this situation will be judged in accordance with the spirit of
these General Terms and Conditions.
1.7. If the Translator does not insist on the strict observance of these General Terms and
Conditions at all times, this does not mean that the provisions concerned have become
inapplicable or that, in other cases, the Translator has in any way relinquished the
right to insist on the strict observance of the provisions of these General Terms and
Conditions.
Article 2. – Quotations, Contract Formation
2.1. All quotations and estimates made by the Translator are without obligation.
2.2. Contract formation takes place by the Client’s written acceptance of the quotation, or
by the Translator’s acceptance of the Work commissioned to him/her by the Client.
The Translator gives a detailed description of how the source material is to be
submitted and within what time frame(s) the source material must be in the
Translator’s possession.
2.3. If, for quotation purposes, the Translator has not been able to examine the complete
text of the Work within five working days after the quotation date, he/she may still
revoke the quotation and/or the lead times after the Work/quotation has been
accepted. The aforementioned stipulation also applies if the files/documents
submitted by the Client do not comply with the specifications of the source materials
as referred to in Article 2.2.
2.4. If the Client accepts the submitted quotation under the condition of one or more
modifications, then a new quotation will have to be submitted. If, in this event, no new
quotation is submitted, no new contract formation takes place.
2.5. A combined quotation does not oblige the Translator to perform part of the Work at a
pro rata quotation price. Previously submitted quotations do not automatically apply
to future work.
2.6. The Translator cannot be held to his/her quotation, if that quotation, or a part of it,
contains an obvious mistake or clerical error.
Article 3. – Changes or Cancellations
3.1. If the Client modifies the Work after formation of the contract, the Translator is
entitled to adjust the lead time and/or fee, or reject the Work. Any work already done
will be assessed in mutual consultation and in accordance with the principles of
reasonableness and fairness.
3.2. If the Client cancels the Work commissioned, he/she has to pay for that part of the
Work that has already been done as well as pay an amount of compensation, at an
hourly rate, for any research done with respect to the remaining part of the Work.
3.3. If the Translator has reserved time for the performance of a work that has
subsequently been cancelled, and is no longer able to use this time for other work, the
Client shall pay the Translator 50% of the fee for the portion of the Work that has not
been done.
3.4. The contracted Work does not include services such as contacting third parties
involved in the publication or use of the translation (e.g., publishers).
3.5. If such services are desired, they are to be indicated and agreed upon before the actual
Translation begins. They will then be subject to the hourly fee charged by the
Translator.
3.6. If the Work for which the Provider is contracted is an academic document (book or
article), the Client is required to supply official English translations of any citations
made in the work and to provide proper bibliographical information as required by the
publisher of the document or as may be required by the Translator.
Article 4. – Performance of the Work and Confidentiality
4.1. The Translator undertakes to perform the Work to the best of his/her knowledge,
ability, and expertise, keeping in mind the Client’s stated purpose of the translation.
4.2. The Translator keeps all information provided by the Client strictly confidential. Third
parties engaged in the execution of the contract are bound to confidentiality.
4.3. Unless it has been expressly stipulated otherwise, the Translator is authorized to have
the Work (partly) performed by a third party, without prejudicing his/her
responsibility for observing confidentiality and for the proper performance of the
Work.
4.4. The Translator may enter into a written contract with the Client for the purpose of
completing the Work in stages and for the separate submission of invoices for (each)
stage of the Work completed.
4.5. If the Work is performed in stages, the Translator may suspend the completion of
portions of the Work belonging to subsequent stages until the Client has approved in
writing the Work already completed.
4.6. Once the entire translation has been completed, the Translator will proofread the
existing translation for errors and quality of translation. The Client will be asked to
approve any changes.
4.7. The Translator cannot vouch for the correctness of the information supplied by the
Client and does not accept any liability for damage and/or loss, of whatever nature,
caused by the use of the information supplied.
4.8. If the Client defaults on the proper observance of whatever obligation he/she has
entered into with the Translator, the Client will be liable for any damage and/or loss
caused to the Translator, whether directly or indirectly.
4.9. If, during the execution of the contract, it appears that, for its proper execution, some
modification or addition to the contract is required, the parties will modify the
contract in a timely manner and by mutual consultation. As a result, the price initially
agreed on may be raised or lowered. If such situations occur, the Translator will
submit a cost estimate whenever possible. By modifying the contract, the initially
quoted price may be changed. The Client accepts the fact that the contract may be
modified, including an adjustment in price and lead time.
Article 5. – Intellectual Property
5.1. Unless expressly stated otherwise in writing, the Translator reserves the copyright on
translations and other texts produced by the Translator.
5.2. If, for the execution of the contract, the Translator acquires knowledge about how to
translate certain words/terminology, he/she has the right to use this knowledge for
other purposes, or for the performance of other Work. All this on the understanding
that the Translator does not thereby prejudice his/her duty of confidentiality
regarding the Client.
5.3. The Client indemnifies the Translator against any claim by a third party regarding an
alleged infringement of proprietary rights, patent rights, copyrights, or other
intellectual property rights in connection with the execution of the contract.
Article 6. – Termination
6.1. The Translator has the right to terminate the contract in full or in part if the Client
defaults on his/her obligations, goes into liquidation, applies for a moratorium, is
subject to a petition for insolvency, or fully or partially terminates or dissolves his/her
business.
6.2. If it becomes apparent after formation of the contract that performance of the Work
cannot reasonably be accomplished, and if this non-performance is due to the
information provided by the Client, the Translator is authorized to terminate the
contract or, as the case may be, charge extra costs for the work not included in the
quotation. The above also applies if, in the execution of the contract, it emerges that
the information provided by the Client at the time of contract formation is
fundamentally different from what is provided during the execution of the contract.
6.3. A termination of the contract as referred to in articles 6.1 and 6.2 does not discharge
the Client from his/her obligation to pay for the work already completed by the
Translator.
Article 7. – Complaints and Disputes
7.1. The Client notifies the Translator in writing of any complaints concerning the work
delivered as soon as possible within ten working days after delivery. Lodging a
complaint does not release the Client from his/her obligation to pay for the work
delivered.
7.2. If the complaint is well-founded, the Translator will improve or replace the delivered
work within a reasonable period of time or, if the Translator cannot reasonably comply
with this requirement, he/she will grant a price reduction.
7.3. The Client’s right to lodge a complaint becomes void if the Client has revised the work
himself/herself or has ordered a third party to revise it without the Translator’s
written permission and subsequently publishes this revision or, as the case may be,
has it printed.
Article 8. – Lead Time and Date of Delivery
8.1. Unless expressly stipulated otherwise, the agreed lead time is an estimate. As soon as
it becomes apparent to the Translator that the agreed delivery date is not feasible, the
Translator is obliged to notify the Client without delay.
8.2. In the event of an attributable failure to meet the agreed lead time, the Client has the
right to terminate the contract unilaterally if he/she cannot, within reason, be expected
to wait for its completion any longer.
8.3. Delivery is considered to have taken place at the time of personal delivery or dispatch
by regular mail, telefax, courier, or electronic mail.
8.4. Delivery of documents via electronic mail is considered to have taken place at the time
when the medium confirms the dispatch.
Article 9. – Fee and Payment
9.1. In principle, the Translator’s fee is based on a per-word rate. A fee may occasionally be
charged on the basis of an hourly rate. In addition to a fee, the Translator may charge
the Client for any disbursements related to the performance of the Work.
9.2. Unless expressly agreed otherwise, the agreed fee is exclusive of value-added tax (sales
tax).
9.3. If the Translator and Client agree on a fixed fee or price, the Translator nevertheless
has the right to increase this fee or price if this increase is caused by an event as
referred to in Article 4.8, by a statutory or regulatory power or obligation, by wage
rises and the like, or by anything else that could not be reasonably foreseen at the time
of entering into the contract. In this event, the Client has the right to terminate the
contract, unless the parties accept a new fee or price after mutual consultation.
9.4. Accounts should be settled within 30 days of the invoice date, in the currency
specified in the invoice. After the 30-day period has expired, the Client will be in
default immediately and without further notice of default, in which case the Client
owes the statutory interest from the due date to the moment of full settlement.
9.5. If the Client is in default or non-compliant, then all reasonable costs incurred for
obtaining a settlement in or out of court shall be for the Client’s account. Extrajudicial
collection costs are calculated on the basis of the generally accepted debt collection
rates in the Netherlands. The payable debt collection costs are subject to (statutory)
interest rates.
9.6. The Client does not have the right to set off the amount he/she owes the Translator.
Objections against the invoiced amount do not suspend the payment obligation.
Article 10. – Liability and Indemnity
10.1. The Translator is only responsible for damage and/or loss that is the direct and
demonstrable result of an attributable breach on the Translator’s part. The Translator
is at no time liable for any other form of damage and/or loss, such as consequential
loss, loss due to delay, or loss of profits. Where applicable, the Translator’s liability is
at all times limited to the invoice value, exclusive of value-added tax (sales tax), of the
Work concerned.
10.2. If the Translator is liable for any damage and/or loss incurred, the Translator’s liability
is limited to a sum equivalent to the invoice value, exclusive of value-added tax (sales
tax), of the Work concerned.
10.3. Where applicable, the Translator’s liability is at all times limited to the amount paid
out under the Translator’s insurance policy.
10.4. The Client indemnifies the Translator against all claims made by third parties who
have incurred damage/loss in connection with the performance of the Work, if this
damage/loss is attributable to a party other than the Translator. Furthermore, in so far
as the Translator’s liability exists on the basis of this Article, the Client will indemnify
the Translator against all claims from third parties arising from the utilization of the
work delivered.
Article 11. – Force Majeure
11.1. In these Terms and Conditions, the meaning of the term “force majeure” includes what
is meant by it in statutory law and case law, as well as all exterior causes, whether
foreseeable or not, that are beyond the Translator’s control and that prevent the
Translator from meeting his/her obligations. Its meaning includes – but is not confined
to – fire, accident, illness, strike, riot, war, government measures, prolonged power
cuts, disrupted transfer, and terrorist threats.
11.2. During the period of force majeure, the Translator’s obligations are suspended. If, due
to force majeure, the Translator is unable to meet his/her obligations, both parties are
authorized to terminate the contract, without any damages being required. However,
the obligation to pay for work already performed remains in place. If the Client is the
consumer, the power to suspend only applies in so far as this power is enforceable by
law.
11.3. If, at the commencement of force majeure, the Translator has already met part of
his/her obligations, or is only able to meet part of his/her obligations, the Translator
has the right to send a separate invoice for the work performed so far, and the Client
must pay this invoice as though it concerned a separate contract.
Article 12. – Applicable Law, Disputes, and Competent Court
12.1. All legally binding transactions between the Client and the Translator are governed by
Dutch law.
12.2. Any dispute about these General Terms and Conditions are subject to the judgment of
the competent Dutch court.
12.3. The parties initiate court proceedings only if they have done their utmost to resolve
the dispute by mutual consultation. If that consultation does not result in a solution,
the dispute will first have to be submitted to the NGTV Disputes and Disciplinary
Committee, before it can be submitted to a court of law. Article 7.3 applies
accordingly.
Article 13. – Modifications
The Translator reserves the right to make modifications or additions to these General Terms
and Conditions. Modifications also apply to contracts already entered into, subject to a 30-
day notice period after the Client has been informed. If a Client does not wish to accept a
proposed modification, he/she has the right to cancel the contract until the date on which
the new General Terms and Conditions take effect. The applicable version can at all times be
found on www.luciditytranslations.eu.
Article 14. – Registration
Lucidity Translations has been registered with the Trade Registry of the Almere Chamber of
Commerce under number 59557826.