GENERAL TERMS AND CONDITIONS

Regarding the agreement of order between the client and Vertaalbureau Noorderlicht BV (also known as NL Translations), as determined on 29 April 1996. Filed again in May 2007 at the Chamber of Commerce and Industry for Amersfoort, by Vertaalbureau Noorderlicht BV.

Definition

Article 1

In the following articles, the following terms shall have the following meaning:

• the commissionee, Vertaalbureau Noorderlicht BV;
• the client, the natural person or the legal entity that assigns Vertaalbureau Noorderlicht BV to carry out translations or to act as interpreter;
• the agreement, the agreement with which Vertaalbureau Noorderlicht BV is bound to carry out translations or to act as interpreter for the benefit of the client, outside an employer-employee relationship.
• vertaal-, tekst- of tolkwerkzaamheden, een van de diensten die Vertaalbureau Noorderlicht BV aanbiedt, waaronder maar niet beperkt tot standaard vertalingen, beëdigde vertalingen, revisies, copywriting, transcreation, bewerken van machinevertalingen, lokalisatie, DTP- en tolkwerkzaamheden.

Commencement

Article 2

An agreement to produce a translation is entered with the provision that the client, after inspection of the text to be translated, can still cancel the agreement on account of weighty reasons within a reasonable amount of time. No liability towards the client shall arise from this.
The provisions of Article 12 paragraph four and Article 13 subsection b shall apply mutatis mutandis.

General stipulations

Article 3

1. The commissionee shall undertake to observe the care of a good commissionee with respect to the activities.
2. The commissionee shall be obliged to accede to timely issued and well-considered indications concerning the execution of the assignment.

Article 4

The commissionee shall retain the competence to have the agreement carried out by a third party.

Article 5

1. The commissionee shall immediately inform the client of the completion of activities if the client is unaware thereof.
2. If the commissionee has spent or received money during the execution of the agreement, he/she will charge this.

Article 6

If the performance of the agreement is unacceptable for the client, the client shall offer the commissionee the opportunity to make the necessary improvements within reasonable time.

Article 7

The translator shall retain the copyright of his/her translation.

Duration

Article 8

In de navolgende artikelen wordt verstaan onder:

1. If the client has not expressly stipulated a date of delivery and has not agreed anything in the matter, the commissionee shall have the right to determine the period of time in which the agreement is to be carried out by the commissionee in accordance with the requirements of reasonableness.
2. If the order is altered, the commissionee shall retain the right to extend the date of delivery in accordance with the requirements of reasonableness and without further notification.

Termination

Article 9

The agreement shall be terminated:

• upon completion;
• on the time determined by the parties;
• by cancellation, both regular or irregular;
• by dissolution by the court;
• if the client or commissionee is placed under guardianship, in case of moratorium on payment(s) or bankruptcy of the client, if the commissionee passes away except when the enterprise is continued, if the client passes away and if so stipulated when entering the agreement.

Article 10

De overeenkomst eindigt:

1. The agreement shall be terminated regularly if the notice period amounts to a minimum of one week.
2. The client who does not end the agreement regularly by means of termination shall be kept to compensate damage to the commissionee that arises from the fact that the agreement is not terminated regularly.

Article 11

1. Each party shall at all times be authorised to apply to the court for weighty reasons with the request to terminate the agreement,
2. Weighty reasons are considered changes in circumstances, of such nature that the agreement should, for the sake of fairness, be terminated immediately or after a short period of time.

Compensation

Article 12

1. The client shall be obliged to pay the commissionee a fee.
2. The commissionee shall determine the size of the fee in compliance with the tariffs generally used. In case of deviation of this rule, the client shall be notified hereof.
3. If the term for which the order was granted is in no reasonable relation to the extent of the activities that need to be carried out by the commissionee and the commissionee fails as a result thereof, the client shall be due the full fee without the possibility to set off debts.
4. The commissionee shall reimburse the client for expenses resulting from the execution of the agreement, in so far as they are not included in the fee.

Article 13

If the agreement ends before the agreement is completed or before the time granted is expired and the indebtedness of the fee depends on the conclusion of the order or if the term is expired respectively, the commissionee shall be entitled to:

1. the entire fee, if the client has ended the agreement through irregular termination or if the agreement is dissolved on the grounds of a failure attributable to the client; without prejudice the right to be compensated for damage, arising from Article 10, paragraph two;
2. a, in relation to the activities already carried out, part of the fee, to be determined fairly, in any other case of early termination.

Article 14

The client is in default if two weeks have passed after the invoice was sent and for as far as it has not been paid entirely. The compensation is made up of the statutory interest rate, calculated over the amount of time that the client is in default with respect to the payment of the invoice, while the credit limitation surcharge cannot be deducted from the invoice amount, and of settlement of the (extra) judicial costs.

Article 15

The client’s authority to contest the invoice becomes void two weeks after it has been sent.

Liability

Article 16

If two or more persons have entered the agreement with the commissionee together, each of the participants will be jointly and severally liable for the whole.

Article 17

1. The commissionee shall not be liable for any damage the client suffers if the agreement is not executed nor completed by the time agreed, unless the damage has been wilfully caused by the commissionee. The commissionee shall not be liable for any damage the client suffers as a result of incorrect execution if the term for which the order was granted is not in reasonable proportion to the magnitude of the work to be performed pursuant to the order. The commissionee shall not be liable for any damage resulting from an incorrect or incomplete text translated by the commissionee.
2. The extent of the commissionee’s liability per order shall not serve further than the entire amount the commissionee charges the client for that order.

Article 18

The right to claim compensation shall become void after a period of six months upon delivery of the translation at the client or at an address specified by the client.

Article 19

The commissionee shall not be liable for damage resulting from loss, destruction, or damage to manuscripts, documents, books, and papers the commissionee has been entrusted with. The dispatch thereof shall be at the client’s expense and risk.

Article 20

The client shall indemnify the commissionee against claims from third parties.

Territorial jurisdiction

Article 21

Any dispute resulting from the agreement shall be submitted to the judgement of the competent court in Den Haag.

Applicable law

Article 22

Dutch law shall apply to the agreement in the broadest sense of the word.

Vertaalbureau Noorderlicht BV is registered with the Chamber of Commerce of The Hague under registration number 32123438.