1 Applicability of the terms and conditions
1.1 Quotations made by or agreements and negotiations made with a sole proprietorship Edit Perfectly, hereinafter referred to as Edit Perfectly, relating to the performance of services by Edit Perfectly, are subject to these general terms and conditions.
1.2 Edit Perfectly does not accept any general terms and conditions issued by the Client, as these do not apply, unless otherwise confirmed in writing by Edit Perfectly.
1.3 Any amendment and/or alterations or modifications to these general terms and conditions shall only be effective if noted in the order confirmation or contract.
2 Quotations; entering into an agreement
2.1 All quotations made by Edit Perfectly are non-binding until such time as confirmation of the order has been issued.
2.2 The agreement between the Client and Edit Perfectly is considered to come into effect once Edit Perfectly has confirmed the order in writing.
2.3 Edit Perfectly must confirm any additional agreement(s), alterations and/or promises relating to the agreement in writing for them to be valid.
2.4 The order confirmation or the contract will specify the services to be rendered by Edit Perfectly.
3 Prices and Rates
3.1 All prices and rates are exclusive of value-added tax.
3.2 Rates are generally based on the total effort needed to carry out a project. For work other than Translation or editing services, a fee based on an hourly rate will in principle be charged.
3.3 Quotations in a currency other than euro are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
3.4 Edit Perfectly’s general prices and rates are subject to change in the event of any externally imposed increase in project-related costs.
3.5 Fixed prices only apply to individual projects for as long as the specifications pertaining to the project, as referred to in art. 2.4 remain unaltered. Edit Perfectly will charge separately for any additional services.
3.6 Edit Perfectly is entitled to compensation for any additional costs incurred on the Client’s behalf not specifically covered in the order confirmation or the contract. Additional costs may include but are not limited to the cost of couriers and travel expenses.
4.1 Edit Perfectly reserves the right to demand an initial payment upon confirmation of the order or to issue the final invoice before completion of the project.
4.2 Unless otherwise agreed with the Client, all services require an advance payment of a minimum of twenty five (25) percent of the project quotation total before the work is supplied to the Client for review, with the remaining seventy five (75) percent of the project quotation total due 30 days after receipt of the relevant invoice.
4.3 If the term of payment is exceeded, the Client is obliged to pay interest on all overdue amounts, interest being calculated per month at the rate of one-twelfth of the statutory interest rate in the Netherlands from the date on which payment was originally due, without the need for any further reminder or notice of default. Edit Perfectly reserves the right to suspend any further deliveries to the Client until payment is made in full.
4.4 Payments made by the Client will first be offset against any outstanding interest and expenses and subsequently against the longest outstanding invoices, regardless of claims made by the Client that payment is in settlement of a later invoice.
Edit Perfectly is entitled to have the agreement carried out by a third party.
6 Delivery deadlines
6.1 The delivery deadlines referred to in the quotation, the confirmation of the order and any agreements are determined to the best of Edit Perfectly’s knowledge and will be respected as far as possible. They are, however, not binding.
6.2 If a fixed delivery date is specifically provided for in writing and Edit Perfectly fails to meet it for reasons other than matters beyond its control and if the Client cannot reasonably be expected to brook any delay, the Client shall be entitled to cancel the contract. This, however, does not entitle the Client to any compensation.
6.3 Each party is obliged to notify the other party if a delay is expected in its performance.
6.4 When the source text is delivered too late by the Client, the deadline that was originally agreed upon no longer applies. Neither do the conditions in which the translation(s) were to be carried out. In the event of a delay on the Client’s part Edit Perfectly will look at other possibilities to be able to carry out the assignment, i.e. postponing the deadline or using several translators, without making any guarantee that the several text parts are consistent which each other.
6.5 Delivery shall be considered to have taken place at the moment of delivery by hand, dispatch by normal postal service, fax, telex, courier, or modem.
6.6 Delivery of documents via electronic post shall be considered to have taken place when the medium has confirmed the dispatch.
7 Obligations incumbent upon the Client
7.1 The Client is to provide Edit Perfectly with all of the information and material necessary for the services agreed upon to be rendered.
7.2 If the Client fails to fulfil the obligations incumbent upon the Client under the terms of the previous clause the original performance date is invalidated and both parties must approve a new date.
8 Cancellation / termination
8.1 Both parties are entitled to terminate the agreement with immediate effect if:
– the other party is in default under the terms of the contract and fails to remedy the default within 30 days of having received written notification specifying the default.
– the other party becomes insolvent or is likely to be declared bankrupt or to be put into receivership administration or liquidation.
8.2 If the Client cancels an order under different circumstances than mentioned above, the Client must compensate Edit Perfectly as follows (taking into account the minimum rate):
– Costs based on the contract or order confirmation proportional to the services already rendered/per word.
– Costs based on services already rendered, calculated in terms of hours of production time spent by Edit Perfectly.
9.1 For a complaint concerning services rendered by Edit Perfectly to be valid, Edit Perfectly must be notified in writing within 10 working days after delivery. The lodging of a complaint does not entitle the Client to suspend payment.
9.2 Complaints lodged within the period referred to in the previous clause will be investigated and, to the extent that the complaint is considered justified by Edit Perfectly given the specifications of the agreement, Edit Perfectly shall endeavour to correct the source of the complaint to the best of its ability.
9.3 Failing to meet the above mentioned means that the Client is not entitled to any reduction or acquittal of fees.
Edit Perfectly and/or its subcontractors undertake to treat as confidential all information acquired or obtained from the Client.
11 Liability and indemnification
11.1 Edit Perfectly is not liable for any loss resulting from the misplacement, destruction or damage of any material(s) entrusted to it. Transportation of these documents is always for the Client’s cost and risk.
11.2 Edit Perfectly is not responsible for any loss suffered by the Client as a result of questionable compliance or non-compliance with the agreement, unless Edit Perfectly specifically causes such loss. Neither is Edit Perfectly responsible for any loss suffered by the Client as a result of incorrect compliance with the agreement, if the period for which the commission is granted is not reasonably proportional to the volume of work to be carried out by Edit Perfectly by virtue of the agreement.
11.3 Edit Perfectly is in no way responsible for any loss resulting from the inaccuracy or incompleteness of a text it has translated. Edit Perfectly’s liability can never exceed the total sum charged to the Client in relation to the commission in question.
11.4 The Client indemnifies Edit Perfectly against third-party liability.
12 Force majeure
12.1 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 Edit Perfectly cannot exercise any control, but which prevent Edit Perfectly from being able to meet its 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.
12.2 During the period covered by force majeure, commitments of Edit Perfectly shall be suspended. Should the period within which force majeure prevents Edit Perfectly from meeting its 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 Client the empowerment to rescind shall only apply in so far as such empowerment is enforceable by law.
12.3 If, at the time of the commencement of force majeure Edit Perfectly has partially met its commitments, or can only partially meet its commitments, langauge2language 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.
All disputes or legal claims which may arise from the agreement are to be brought exclusively before the presiding judge in Alkmaar, without prejudice to the right on Edit Perfectly’s part to submit a claim as a plaintiff before the presiding judge at a domicile to be appointed by the Client.
14 Applicable law
This agreement, in its widest sense, is subject to Dutch law. Edit Perfectly is registered with the Chamber of Commerce in Amsterdam, under number 63355841.