Article 1 – General

These general terms and conditions apply to all legal relationships between Engels & Partners bv, a translation agency based in Hilversum, the Netherlands, and the Client, to the exclusion of the general terms and conditions of the Client, unless Engels & Partners has agreed to their application in writing.

Article 2 – Quotations and conclusion of contract

2.1 General quotations and estimates issued by Engels & Partners are without obligation.
2.2 Engels & Partners may withdraw quoted prices and terms of delivery at all times if Engels & Partners did not have the opportunity to view the entire text to be translated prior to quoting such prices or terms. The Client’s oral or written acceptance of Engels & Partners’s quotation or, if no quotation was made, Engels & Partners’s written confirmation of an assignment given by the Client shall constitute a contract.
2.3 Engels & Partners may consider any person or entity that has given an assignment to Engels & Partners as its Client unless said person or entity has explicitly stated that they are acting on behalf of and at the expense of a third party, whose name and address has been provided to Engels & Partners at such time.
2.4 Agreements with and promises by representatives or personnel of Engels & Partners are not binding unless such agreements and promises are confirmed by Engels & Partners in writing.
2.5 Any reasonable doubt on the part of Engels & Partners about the Client’s ability to pay shall entitle Engels & Partners to require sufficient security from the Client before undertaking the performance of an assignment.

Article 3 – Changes to or cancellation of assignments

3.1 Any significant changes to an assignment made by the Client after the conclusion of the contract shall entitle Engels & Partners to modify the price quoted and/or term of delivery, or to refuse the assignment altogether. In the latter case, the Client shall pay for any work already performed.
3.2 Cancellation of an assignment by the Client shall entitle Engels & Partners to payment for all work already performed as well as to compensation at an hourly rate for time spent conducting research for the remainder of the assignment. Engels & Partners shall make any work already performed available to the Client at the Client’s request, however Engels & Partners shall not accept any responsibility for the quality of such work.
3.3 If Engels & Partners has reserved time for the performance of the assignment, Engels & Partners shall be entitled to charge the Client 50% of the fee for the non-performed part of the assignment.

Article 4 – Performance of the assignment, Confidentiality

4.1 Engels & Partners shall perform the assignment to the best of its ability and shall apply its professional expertise to achieve the Client’s stated goal.
4.2 Engels & Partners shall hold all information provided by the Client in strict confidence and shall require its employees to do the same. However, Engels & Partners shall not be liable for an employee’s breach of confidentiality if it can demonstrate that it was unable to prevent the same.
4.3 Unless explicitly agreed otherwise, Engels & Partners shall be entitled to engage outside parties to perform an assignment (in full or in part), without prejudice to Engels & Partners’s responsibility to hold all information in strict confidence and to properly perform the assignment. Engels & Partners shall require such outside parties to hold all information in strict confidence.
4.4 The Client shall comply with Engels & Partners’ request to provide substantive information concerning the text to be translated when possible and to provide documentation and terminology if available. Such information and documentation shall be provided at the Client’s expense and risk.
4.5 As a rule, Engels & Partners’s translation assignments shall be performed by two parties: a translator and an editor.

Article 5 – Delivery date and time

5.1 The agreed delivery date is not a deadline, unless explicitly agreed otherwise in writing. Engels & Partners shall notify the Client immediately if it believes that it will be unable to deliver the translation in good time.
5.2 If a delivery date is explicitly agreed in writing and Engels & Partners fails to meet this date for reasons other than matters beyond its control, in cases where the Client cannot reasonably be expected to wait any longer for delivery, it shall be entitled to unilaterally terminate the contract. In such cases, Engels & Partners shall not be liable to pay any compensation for damages whatsoever.
5.3 Delivery shall be deemed to have occurred at the time of posting via normal mail, fax, telex, courier, modem and/or Internet, etc.
5.4 Delivery of data via electronic mail shall be deemed to have occurred at the moment that the medium confirms that it has been sent.
5.5 The Client shall be obligated in connection with Engels & Partners’s performance of the contract to do all that is reasonably necessary or desirable to make Engels & Partners’s timely delivery possible.
5.6 The Client shall be obligated to extend its full cooperation to the performance of the delivery pursuant to the contract with Engels & Partners. The Client shall also be in default without any further demand in this regard being necessary if it refuses to accept performance of the delivery, in which case the provisions of Article 6.5 shall apply accordingly.

Article 6 – Fees and Payment

6.1 In principle, the fee is based on a per-word or per-hour rate set by Engels & Partners unless otherwise agreed. In addition to the fee, Engels & Partners may also charge the Client for out-of-pocket expenses incurred in connection with the performance of the assignment. A minimum fee for each language combination may be charged for each assignment.
6.2 The price quoted by Engels & Partners for the performance of the assignment only applies to performance in accordance with the agreed specifications.
6.3 Engels & Partners shall be entitled to raise the contract price if the Client delivers text that requires unusual efforts, unclear copies, or incompatible computer software or data files that require more work or costs for Engels & Partners than Engels & Partners could reasonably have been able to anticipate when it entered into the contract. The list above is non-exhaustive.
6.4 All amounts are quoted exclusive of VAT.
6.5 Invoices must be paid no later than 30 calendar days after the invoice date (or within such other term as Engels & Partners may have agreed to in writing), without any discount, suspension or set off, in the currency stated in the invoice. If it fails to make timely payment, the Client shall immediately and without further notice be in default, in which case the Client shall be required to pay interest on the invoice amount at the statutory rate from the date of default until the date of payment in full.
6.6 If extrajudicial collection costs are incurred, a collection fee of 15% on the first EUR 2,300 of the principal amount plus interest and a fee of 10% on the remainder, with a EUR 70 minimum per invoice, shall apply.

Article 7 – Claims and Disputes

7.1 The Client must notify Engels & Partners about complaints concerning the assignments performed in writing as quickly as possible, and in any case within ten working days after delivery. Registering a complaint does not relieve the Client of its obligation to pay.
7.2 If, after the elapse of the time period stated in Article 7.1, the Client has not registered any complaints, it is deemed to have fully accepted the assignment performed and claims will only be entertained if Engels & Partners, in its own judgment, determines such action to be desirable.
Alteration to any part of the translated or processed text by Engels & Partners at the Client’s request does not entail that Engels & Partners acknowledges inadequate performance of the assignment.
7.3 If the complaint is legitimate, Engels & Partners shall be entitled to improve or replace the assignment performed within a reasonable period of time; if Engels & Partners cannot reasonably accommodate the desired improvement or replacement, Engels & Partners may grant a reduction in the price.
7.4 The Client’s right to assert a claim shall lapse if the Client has worked on the part of the assignment that was delivered to which the complaint refers, or has allowed it to be worked on and/or subsequently passed the translation on to a third party.

Article 8 – Liability, Indemnification

8.1 Engels & Partners shall only be liable for damages that are the direct and demonstrable result of default attributable to Engels & Partners. Engels & Partners shall never be liable for any other form of damage such as loss of business, loss due to delay and lost profit. Liability shall be limited in all cases to the invoice amount of the relevant assignment exclusive of VAT.
8.2 Engels & Partners shall be relieved of all liability if the text to be translated is ambiguous.
8.3 Examination of whether certain risks of bodily injury arise from a text that is to be translated or reviewed or from the translation or review provided by Engels & Partners, or from its use, shall be wholly at the Client’s risk and expense.
8.4 Engels & Partners shall not be liable for damage or loss of documents, information or data carriers used in the performance of the assignment. Engels & Partners shall also not be liable for costs and/or damages arising as a result of the use of modes of information technology and telecommunication or as a result of the transport or sending of data (carriers) or the presence of computer viruses in files or data carriers that it has provided.
8.5 The liability of Engels & Partners shall be limited in all cases to EUR 5,000 per event.
8.6 The Client hereby indemnifies Engels & Partners against all liability towards third parties arising from the use of the assignment performed, except to the extent that Engels & Partners’s liability is based on this article.

Article 9 – Dissolution

9.1 In the event that the Client does not satisfy its obligations or in the event that the Client’s company is in bankruptcy, has suspended payments or is winding up business, Engels & Partners shall be entitled to partly or wholly dissolve the contract or to suspend the performance of the assignment without any obligation to make any compensation for damages whatsoever. Engels & Partners may in that case demand immediate payment of all amounts due.

9.2 If Engels & Partners is unable to meet its obligations due to circumstances that are beyond its control, Engels & Partners shall be entitled to dissolve the contract without any obligation to make any compensation for damages whatsoever. Fire, accident, sickness, labour disruption, insurrection, war, traffic obstructions, measures taken by the authorities, disruptions in the provision of services by Internet providers or other circumstances over which Engels & Partners cannot exert any influence shall be deemed to be a non-exhaustive list of such circumstances.
9.3 If Engels & Partners must suspend further performance for reasons beyond its control, it shall nevertheless retain the right to receive compensation for work that has been performed up to that date, costs that have been incurred and out-of-pocket expenses.

Article 10 – Copyright

10.1 Engels & Partners retains the copyright on all translations and other texts it has prepared unless otherwise expressly agreed in writing.
10.2 The Client shall indemnify Engels & Partners against liability toward third parties as a result of infringement of property rights, patent rights, copyrights or other intellectual property rights connected with the performance of the contract.

Article 11 – Applicable law

11.1 The legal relationships between the Client and Engels & Partners shall be governed by the laws of the Netherlands.

The Dutch text of these General Terms and Conditions shall prevail over versions in any other language.

A copy of these General Terms and Conditions shall be provided without charge at all times upon first request.