Terms and conditions

Article 1 – Applicability of the terms and conditions

  1. These terms and conditions apply to all offers and to all agreements between MVD translations (“MVD”) and the Client. Variations from these terms and conditions only apply if they have been explicitly agreed in writing.
  2. The applicability of the Client’s general terms and conditions is excluded unless explicitly agreed otherwise and recorded in writing.
  3. The present terms and conditions are likewise applicable to all agreements made with MVD for the performance of which third parties are required to be brought in.
  4. Should any provision in these terms and conditions be void or nullified, the other provisions will remain fully in force and the void or nullified provision(s) in these terms and conditions will be replaced by a valid provision or provisions, taking account as far as possible of the objective and essence of the void or nullified provision(s).
  5. These terms and conditions also apply to supplementary orders and follow-up orders from Clients.

Article 2 – Offers; the formation of the agreement

  1. All offers and quotations made by MVD are subject to confirmation.
  2. The agreement comes into effect when the Client accepts MVD’s offer in writing or – if no offer has been issued – when MVD confirms the Client’s order in writing. If, however, MVD has been unable to preview the entire text prior to making an offer, MVD may still revoke the quotation and time frames indicated after acceptance by the Client. All quotations and offers are made exclusive of Dutch value added tax (btw), unless explicitly agreed otherwise.
  3. MVD may consider the person who places the order with MVD to be the Client, unless such person explicitly indicates that he or she is acting pursuant to a mandate from a third party, on behalf of a third party or that the order is payable by a third party, as long as the name and address of this third party is made known to MVD at the same time.
  4. MVD reserves the right to refuse orders without stating a reason.

Article 3 - The amendment and withdrawing of orders

  1. If after the formation of the agreement, the Client makes changes to the order other than those of a minor nature, MVD is entitled to amend the time frame and/or the fee or ultimately to refuse the order.
  2. If the Client withdraws an order, payment is due for that part of the order that has already been carried out, as well as reimbursement on the basis of an hourly rate for research already undertaken in respect of the rest of the order.
  3. If MVD has reserved time to carry out the order and this time can no longer be utilized for other work, the Client must pay 50% of the fee for that part of the order not carried out.

Article 4 – The execution of orders; confidentiality

  1. MVD shall carry out the order to the best of its knowledge and ability making use of sound professional skills for the purpose specified by the Client. MVD is never liable for the Client’s failure to achieve its intended goal.
  2. MVD shall treat all the information made available by the Client in the strictest confidence. MVD shall oblige its professional associates to maintain confidentiality. MVD is however not liable for any breach of confidentially by its associates if it can demonstrate plausibly that it was unable to prevent this breach.
  3. Unless explicitly agreed to the contrary, MVD is entitled to have an order carried out (or jointly carried out) by a third party, notwithstanding its responsibility to treat the order confidentially and carry it out properly. MVD shall oblige the third party in question to maintain confidentiality.
  4. On request, the Client shall provide detailed information about the text to be translated, as well as documentation and terminology. The dispatch of such documents is always at the Client’s risk and expense.
  5. MVD is not responsible for the accuracy of the information provided by the Client to MVD and accepts no liability for any damage whatsoever if MVD has based its work on inaccurate or incomplete information provided by the Client, even if such information has been provided in good faith.
  6. The Client shall ensure that all the information MVD indicates as being necessary for carrying out the order or that the Client ought reasonably to understand is necessary for carrying out the order is provided to MVD in good time. This refers specifically to the information described in article 2.2 and article 4.4. If MVD is not provided with the information it needs to carry out the order in good time, MVD is entitled to suspend work on the order and/or charge the Client at the usual rates for the additional expenses incurred as a result of the delay.

Article 5 – Intellectual property

  1. Unless explicitly agreed otherwise in writing, MVD retains all intellectual property rights, including copyright on translations and other texts produced by MVD.
  2. The Client indemnifies MVD, in and out of court, against claims from third parties regarding any alleged infringement of property rights, patents, copyright or other intellectual property rights in connection with the execution of the agreement.
  3. On delivery of translations and texts, MVD grants the Client permission to publish them solely for the use agreed in accordance with the purpose of the order. The Client must ask for permission in advance before reusing texts. MVD may claim payment in line with market conditions for this.
  4. In the event of publication in line with the provision under point 3 of this article, MVD’s name must always be mentioned.

Article 6 – Termination

MVD is authorized to terminate the agreement in full or in part or to suspend work on it without rendering MVD liable for damages if the Client does not fulfil its obligations, in the event of the Client’s bankruptcy, suspension of payments or the winding up of the Client’s company. MVD may then claim immediate payment of what it is due.

Article 7 – Complaints and disputes

  1. The Client must report to MVD any complaints about work delivered as soon as possible and in writing and in any case within ten working days of delivery. Reporting a complaint does not release the Client from its payment obligations.
  2. If the complaint is valid, MVD shall improve or replace the work that has been delivered within a reasonable period of time, or if MVD cannot reasonably comply with the request to improve it, MVD shall reduce the price.
  3. If the Client and MVD cannot find a solution to the complaint within a reasonable period of time, the dispute may be submitted to the Disputes and Disciplinary Committee of the Netherlands Society of Interpreters and Translators (“NGTV”) within two months of such a situation arising. Settlement of the dispute will then take place in accordance with the dispute regulations of the NGTV.
  4. The Client’s right to complain ceases to apply if the Client has modified the text that was delivered or has had it modified and has then sent it to a third party.

Article 8 – Time frame; delivery time

  1. The time frame agreed is a target, unless explicitly agreed otherwise in writing. As soon as MVD becomes aware that timely delivery will not be possible, MVD must inform the Client of this without delay.
  2. If failure to keep to the promised time frame is attributable to MVD, and if the Client cannot reasonably wait any longer for the work, the Client is entitled to terminate the agreement unilaterally. In that case, MVD is not liable to pay any compensation.
  3. Delivery is considered to have taken place at the moment the work is delivered by hand, or sent by regular mail, electronic mail, telefax or by any other way.
  4. Delivery of data by electronic mail is considered to have taken place at the time confirmed by the delivery medium.

Article 9 – Fee and payment

  1. In principle, MVD’s fee is based on an hourly rate or a word rate. In addition to its fee, MVD may also charge the Client for expenses incurred in carrying out the order.
  2. The fee excludes Dutch value added tax (btw), unless explicitly agreed otherwise.
  3. MVD is entitled to make the execution of an order dependent on the Client’s payment of an advance. If an advance is requested, MVD will only work on the order in question once the Client has paid the advance. If the advance is not paid or not paid in good time, MVD is never liable for damage as a consequence of the order not being carried out. Any advances paid will be deducted from the amount invoiced for the order.
  4. MVD has the option of charging the Client in instalments.
  5. Invoices must be paid in the currency stated on the invoice within 30 days of the invoice date.
  6. If no payment has been made by the end of the 30-day period, the Client is immediately in default, without further notification being required, and must pay the statutory rate of interest on the invoice amount from the date of default up to the time the amount is paid in full.
  7. If the Client is in default as described in the previous clause, the amount due will be increased by collection costs in accordance with the statutory graduated scale, in line with article 6:96 of the Dutch Civil Code.

Article 10 – Liability: indemnity

  1. MVD is responsible only for damage that is the direct and demonstrable result of a shortcoming for which MVD can be held accountable. MVD is never liable for any other forms of damage such as direct trading loss, loss due to delay or loss of profits. In every case, liability is limited to a sum equal to the invoice amount excluding Dutch value added tax (btw) for the order in question.
  2. Ambiguity in the text to be translated indemnifies MVD from any liability.
  3. Assessment as to whether a text to be translated or the translation involves certain risks of personal injury is entirely at the Client’s own risk and expense.
  4. MVD is not liable for damage to or loss of the documents, information or information carriers made available for the purpose of executing the agreement. Nor is MVD liable for damage resulting from the use of information technology and modern means of telecommunication.
  5. The burden of proof in connection with any alleged liability on the part of MVD lies with the Client. The Client accepts this burden of proof.
  6. MVD’s liability is in all cases limited to EUR 10,000 (ten thousand euros) in each case.
  7. The Client must indemnify MVD from all claims from third parties that arise from the use of the work delivered, unless MVD is liable on the basis of this article.

Article 11 – Force Majeure

  1. In addition to the legal definition of force majeure, these general terms and conditions define it as all causes originating externally, whether expected or unexpected, on which MVD cannot exert any influence, but which prevent MVD from fulfilling its obligations. These include, but are not confined to: fire, accident, illness, industrial action, riot, war, governmental measures and transport restrictions.
  2. During the period of force majeure, MVD’s obligations will be suspended. If the period in which force majeure prevents MVD from fulfilling its obligations lasts for longer than two months, both parties are authorized to terminate the agreement without there being an obligation to pay compensation in this case. If the Client is a consumer, the power to suspend referred to in this clause only applies as far as entitlement to this power has its basis in law.
  3. If MVD has already fulfilled part of its obligations when force majeure commences, or it is only able to fulfil some of its obligations, MVD is entitled to send an invoice for the part already completed and the Client must pay this invoice as if it applied to a separate agreement.

Article 12 – Applicable law

  1. Dutch law applies to the legal relationships between the Client and MVD.
  2. Any disputes relating to these general terms and conditions are subject to the jurisdiction of the competent Dutch court.