Netherlands Society of Interpreters and Translators
(NGTV)
Terms and Conditions*
* In the event of discrepancies or ambiguity between the original Dutch version of these Terms and Conditions and this translation, the Dutch text shall prevail.
Article
1 - Applicability of the terms and conditions
1.1 These terms of business shall apply to all transactions and agreements
between the NGTV interpreter/translator (hereinafter: the translator)
and the principal, in respect of which the translator has declared these
terms and conditions to be applicable, to the exclusion of the principal's
terms of business unless the translator has agreed in writing that they
shall apply.
1.2 These terms and conditions shall also apply to all agreements with
the translator, the execution of which may require the involvement of
third parties.
Article 2 - Quotations;
entering into an agreement
2.1 All quotations and cost estimates shall be without obligation.
2.2 The contract shall take effect on the acceptance in writing by the
principal of the quotation submitted by the translator, or - should no
quotation have been submitted - by the confirmation in writing by the
translator of a commission granted him by the principal. In the event
of the translator being unable to examine the complete text within five
working days before submitting his quotation he may however retract the
cost estimate and lead times he has quoted after the principal has accepted
the quotation. All quotations and fees stated shall be excluding VAT (BTW)
unless it has clearly been agreed to be otherwise.
2.3 The translator may consider his principal to be the person who has
commissioned the work, unless the said person has clearly stated that
he is acting on behalf of, on the orders of and on the account of a third
party and providing the name and address of the said third party are concurrently
submitted to the translator.
Article 3 - Alteration/withdrawal
of commission
3.1 If, after the contract has been concluded, the principal makes any
alteration other than minor changes to the original commission, the translator
shall be entitled to adapt the lead time and/or remuneration or to reject
the commission.
3.2 In the event of a commission being withdrawn by the principal he shall
be liable for payment of that part of the commission that has already
been executed and for payment on the basis of a fee per hour for research
that has been undertaken with respect to the remainder of the commission.
3.3 Should the translator have reserved time for the execution of the
commission and not be able to use this time for other work, the principal
shall pay the translator 50% of fee covering the portion of the commission
that has not been executed.
Article 4 - Execution
of commissions, confidentiality
4.1 The translator shall commit himself to executing the commission to
the best of his ability, thereby employing sound professional knowledge
and skills, with due regard to the purpose specified by the principal.
4.2 The translator shall treat all information entrusted to him by the
principal with the strictest confidence. The translator shall require
his employees to observe the strictest confidence. Should an employee
breach the said confidence, the translator shall not, however, be held
liable if he can demonstrate that it was not in his power to prevent such
disclosure.
4.3 Unless it has been expressly stipulated to the contrary, the translator
shall be entitled to have the commission (partly) executed by a third
party, without prejudice to his responsibility for the observance of confidentiality
and for the quality of execution of the commission. The translator shall
require the said third party to observe the strictest confidence.
4.4 On request, the principal shall provide the translator with information
regarding the contents of the text to be translated, including documentation,
reference material and terminology. Dispatch of the documents concerned
shall be at the principal's risk and expense.
4.5 The translator shall not be held responsible for the accuracy of information
supplied to him by the principal and shall on no account accept liability
for damage of any kind if the translator has operated from inaccurate
or incomplete information supplied to him by the principal, even if such
information was supplied to him in good faith.
Article 5 - Intellectual
Property
5.1 Unless it is expressly stated in writing to the contrary, the translator
shall retain the copyright on translations and other texts executed by
him.
5.2 The principal shall indemnify the translator from any claim by a third
party regarding alleged breach of rights of ownership, patent, authors'
copyright or other intellectual property in connection with the execution
of the commission.
Article 6 - Rescission
In the event of the principal failing to honour his commitments, or in
the case of bankruptcy, moratorium, receivership or liquidation of the
principal's business, the translator shall be entitled wholly or partially
to rescind the contract or to delay the execution of the commission, such
action never rendering him liable for any claim for damages. He may then
demand immediate payment of remuneration due to him.
Article 7 - Complaints
and disputes
7.1 The principal shall report complaints concerning the work delivered
by the translator as soon as possible and inform him in writing of his
dissatisfaction within ten days after acceptance. The reporting of a complaint
shall in no way relieve the principal of his obligation to pay for the
work delivered.
7.2 Should the complaint be well-founded, the translator shall improve
or replace the delivered work within a reasonable period of time, or -
if the translator cannot reasonably comply with the request for improvement
- agree to a reduction in the fee.
7.3 If the principal and the translator cannot reach agreement concerning
the complaint within a reasonable period of time, the two parties may
lay the complaint before the Disputes and Disciplinary Committee of the
NGTV within two months after such situation has arisen. Settlement of
the dispute shall in that case take place in accordance with the arbitration
code of the NGTV.
7.4 The principal's right to make a claim shall cease if he has revised
- or has caused to be revised - the work as delivered and has subsequently
passed it on to a third party.
Article 8 - Lead
time, delivery
8.1 The agreed lead time shall be an estimated time, unless expressly
stipulated otherwise. As soon as it becomes apparent to the translator
that the agreed delivery time is not feasible, he shall be bound to inform
the principal immediately.
8.2 Should the translator be accountable for the delay in delivery, the
principal shall be entitled - if it is unreasonable for him to wait any
longer - to rescind the contract unilaterally. In this event the translator
shall not be entitled to any compensation.
8.3 Delivery shall be considered to have taken place at the moment of
delivery by hand, dispatch by normal postal service, fax, telex, courier,
modem.
8.4 Delivery of documents via electronic post shall be considered to have
taken place when the medium has confirmed the dispatch.
Article 9 - Fees
and payment
9.1 The translator's fee is in principle based on a word tariff. For work
other than translation a fee based on an hourly rate will in principle
be charged. The translator may, in addition to his fee, declare the expenses
incurred in executing the commission.
9.2 All sums shall be stated excluding value-added tax (BTW), unless it
has been expressly stated to the contrary.
9.3 Accounts should be settled at the latest date 30 days after the date
of the invoice in the currency in which the invoice is drawn up. Should
the payment not be made within the period specified, the principal shall
immediately, without further notification, be in default, in which case
the principal shall be liable for the statutory interest from the date
of default to the moment of full settlement.
9.4 In the event of extrajudicial collection, collecting rates of 15%
over the first EUR 2,269.45 of the capital sum plus interest shall be
levied and a rate of 10% over the remainder, with a minimum collection
charge of EUR 68.08.
Article 10 - Liability
and indemnity
10.1 The translator shall be responsible solely for damage that is the
direct and demonstrable result of a shortcoming for which the translator
can be held accountable. The translator shall never be liable for any
other form of damage such as consequential loss, loss due to delay or
loss of income or profits. The liability shall in every case be limited
to a sum equal to the invoice value excluding value-added tax (BTW) of
the commission concerned.
10.2 Ambiguity in the text to be translated indemnifies the translator
from any liability.
10.3 Judgment as to whether the text to be translated, or the translated
text, contains certain risks of bodily harm or injury shall be the sole
responsibility and liability of the principal.
10.4 The translator shall not be held responsible for damage to or the
loss of documents, information or information carriers placed at his disposal
for the purpose of executing the commission. Nor shall the translator
be held liable for damage arising from the use of information technology
or modern means of telecommunication.
10.5 The translator's liability shall be limited to a maximum of EUR 45,389
in each case.
10.6 The principal shall be bound to indemnify the translator from all
claims from third parties arising from the utilization of the work delivered,
excepting the liability of the translator that may exist on the grounds
of the provisions of this article.
Article 11 - Force
Majeure
11.1 In the present terms and conditions, force majeure shall be understood
, in addition to the legal definition and interpretation of the term,
to include all exterior causes, whether anticipated or not, over which
the translator cannot exercise any control, but which prevent the translator
from being able to meet his commitments. Such circumstances shall in any
case include - but not exclusively - fire, accident, illness, industrial
action, rebellion, war, governmental measures or hindrance or restriction
of transport.
11.2 During the period covered by force majeure the translator's commitments
shall be
suspended. Should the period within which force majeure prevents the translator
from meeting his commitments exceed two months, either party shall be
empowered to rescind the agreement; no obligation of indemnity shall in
such case arise. If the principal is the consumer the empowerment to rescind
shall only apply in so far as such empowerment is enforceable by law.
11.3 If, at the time of the commencement of force majeure the translator
has partially met his commitments, or can only partially meet his commitments,
the translator shall be entitled to draw up a separate invoice covering
the work executed and the principal shall be bound to pay the said invoice
as though it applied to a separate agreement.
Article 12 - Legal
system applicable
12.1 The law of the Netherlands shall be applicable to all legally binding
transactions between the principal and the translator.
12.2 Any dispute shall be subject to the judgment of the officially appointed
Netherlands judge.
Article 13 - Deposit
and registration
13.1 These revised terms of business were deposited at the Amsterdam Chamber
of Commerce on 15th May 2001: registration number 40516076.
13.2 The Netherlands Society of Interpreters and Translators (Nederlands
Genootschap van Tolken en Vertalers [NGTV] ) is registered in the Register
of Societies at the Amsterdam Chamber of Commerce under number 405 16076.
