Terms and Conditions Click here to view the Terms and Conditions Language Matters
This English language document is a translation. In the event of any dispute as
to the interpretation of any of the conditions herein, the official language version
(Dutch) will prevail.
Article 1 - Applicability of the General Terms and Conditions
1.1. These Terms and Conditions, hereinafter referred to as the "Conditions",
shall apply to all offers made and all agreements concluded between LANGUAGE MATTERS
and a Client, to which LANGUAGE MATTERS has declared these Conditions applicable.
Any applicability of the Conditions of the Client is explicitly rejected, unless
otherwise agreed in writing.
1.2 The present Conditions will also apply to all agreements concluded with LANGUAGE
MATTERS for the performance of which the involvement of third parties is needed.
Article 2 - Quotations, formation of the Agreement
2.1 All offers and price quotations issued by LANGUAGE MATTERS are made without
2.2 The agreement will be effectuated upon the written acceptance by the Client
of the offer made by LANGUAGE MATTERS or - if no offer was made - by the written
confirmation by LANGUAGE MATTERS of a commission provided by the client. Correspondence
per e-mail will be considered to constitute written correspondence. LANGUAGE MATTERS
may, however, withdraw its quotation and the dates given, if LANGUAGE MATTERS
has not been able to review the full text before the offer was accepted by the
Client. All price quotations and offers are exclusive of BTW (Dutch VAT), unless
explicitly stipulated otherwise.
2.3 LANGUAGE MATTERS may regard as its Client, the person who has commissioned
LANGUAGE MATTERS, unless this Client has specifically indicated that it is acting
upon the instructions, in the name or for the account of a third party, always
provided that this third party's name and address were concurrently given to LANGUAGE
2.4 LANGUAGE MATTERS deems the person who concludes the agreement with LANGUAGE
MATTERS authorized to do so.
Article 3. - Changes to/withdrawal of commissions
3.1 If, after formation of the agreement, the Client makes major changes in the
text, LANGUAGE MATTERS is entitled to consider each addition and/or change made
after the commission was granted to be a separate commission and will treat it
3.2 Any changes as regards the performance of the commission proposed by the Client
after the commission has been given, must be brought to the attention of LANGUAGE
MATTERS in writing and in due time. If such changes are communicated orally or
by telephone, the risk attendant upon the implementation of the changes will be
subsequently for the account of the Client.
3.3 If the Client withdraws the commission, he will be indebted to pay for that
part of the commission already completed and to remunerate LANGUAGE MATTERS on
the basis of an hourly rate for any research work already carried out.
3.4 If LANGUAGE MATTERS has reserved time for the performance of the commission
and this time cannot be used for the purpose of other paid commissions, the Client
will be liable to pay LANGUAGE MATTERS a compensation at 50% of the fee for hours
not profitably used. Article
4 - Performance of the contract, professional secrecy
4.1 LANGUAGE MATTERS is obliged to carry out the commission to the best of its
ability and with fair knowledge of the subject and purpose specified by the Client.
LANGUAGE MATTERS will treat all the information made available by the Client with
due professional confidentiality.
4.2 Unless expressly agreed otherwise, LANGUAGE MATTERS is also entitled to have
the commission carried out by a third party, without prejudice to this party's
responsibility to observe due professional secrecy and perform the commission
with due expertise. LANGUAGE MATTERS will obligate said third party to observe
full professional secrecy.
4.3 As and when requested, the Client will provide information of practical significance
about the text to be translated as well as any other documentation and terminology.
Said documents will always be sent at the expense and risk of the Client.
4.4 LANGUAGE MATTERS cannot vouch for the correctness of the information provided
by the Client to LANGUAGE MATTERS and it does not accept any liability for damage,
of whatever nature, if it should prove that the information provided to LANGUAGE
MATTERS by the Client was incorrect or incomplete, even if such information was
provided in good faith.
4.5 If, upon completion, the commission needs correcting or revising, LANGUAGE
MATTERS must always be given the opportunity to make these corrections.
Article 5 - Intellectual property
5.1 Unless otherwise agreed in writing, LANGUAGE MATTERS will retain the copyright
of all translations and any other texts produced by LANGUAGE MATTERS.
5.2 The Client will indemnify LANGUAGE MATTERS against all claims brought by third
parties due to an alleged infringement of any property, patent, copy or other
intellectual property right associated with the performance of the agreement.
Article 6. Dissolution 6.1 If the Client fails to fulfil his obligations, and
also in the event of the involuntary liquidation, suspension of payments or liquidation
of the company of the Client, LANGUAGE MATTERS is entitled to dissolve the agreement
in whole or in part, or to suspend performance thereof without any obligation
to pay compensation. LANGUAGE MATTERS is then entitled to demand immediate payment
of the amount due.
Article 7 - Complaints and Disputes
7.1 The Client must notify LANGUAGE MATTERS about any complaints relating to the
work as soon as possible and in writing, at any rate within ten working days after
delivery. The voicing of a complaint shall not discharge the Client from his obligation
7.2 If LANGUAGE MATTERS takes up a complaint, this must not be taken to mean that
LANGUAGE MATTERS considers the complaint justified or submitted in time.
7.3 If the complaint is justified, LANGUAGE MATTERS will rectify or replace the
work within a reasonable time or, if LANGUAGE MATTERS cannot reasonably execute
the request to rectify the work, it will grant a discount on the price payable.
7.4 The Client's right to complain will lapse, if he has made changes in the work,
had it changed or if he has transferred it to a third party.
7.5 The Client's right to claim compensation will always lapse after ten days
after the delivery of the commission.
Article 8 - Period and time of delivery
8.1 The agreed time of delivery is a target date, unless expressly agreed otherwise
in writing. LANGUAGE MATTERS is obliged to inform the Client without delay if
it becomes apparent that it will not be possible to meet the tentative deadline.
8.2 Where the agreed period is exceeded without any valid excuse, the Client will,
if the performance cannot be reasonably awaited, be entitled to dissolve the agreement
unilaterally, in which case LANGUAGE MATTERS will not be obliged to pay compensation.
8.3 Delivery is deemed to have been effectuated at the time of personal delivery,
or dispatch by ordinary mail or courier service, telefax or e-mail.
8.4 Delivery of data via electronic mail is deemed to have been effectuated at
the time at which the medium confirmed that the mail has been sent.
Article 9. - Fee and payment
9.1 The fee is based on a rate per word or per hour, in accordance with the quotation
or the written confirmation of the commission.
9.2 The fee is exclusive of BTW, unless explicitly stipulated otherwise. 9.3 Each
partial delivery, which includes the delivery of parts of a combination of commissions,
can be invoiced separately to the Client. Article 9 paragraph 4 of these Conditions
shall be applicable by analogy.
9.4 Invoices must be paid not later than 30 days after the date of the invoice
and in the currency in which the invoice has been drawn up. The Client will be
deemed immediately in default without any notice of default being necessary upon
expiry of this period of 30 days, in which case the Client will also owe LANGUAGE
MATTERS the statutory interest over the invoice amount from the date of default
until the date of full payment.
9.5 In the event of extrajudicial collection costs, a collection fee of 15% applies
for the first EUR 3000 of the principal sum including interest and a rate of 10%
for the remainder, with a minimum of EUR 300.
9.6 LANGUAGE MATTERS can exercise its lawful rights in respect of all costs incurred
which are connected directly or indirectly with the performance of the agreement.
Article 10. - Liability: indemnity
10.1 LANGUAGE MATTERS is exclusively liable for damage which is the direct and
demonstrable consequence of an attributable failure on the part of LANGUAGE MATTERS.
LANGUAGE MATTERS will never be liable for any other form of damage such as consequential
loss, delay damage and lost profit. At any rate liability will always be limited
to an amount equal to the value of the invoice of the relevant commission excluding
10.2 Ambiguity in the source text will discharge LANGUAGE MATTERS of any liability.
10.3 LANGUAGE MATTERS will not be liable for any consequential loss, specifically
including bodily injury, ensuing from the wrong application of medical or any
other equipment, objects and/or instructions, caused by mistakes or obscurities
in the source text of the translation.
10.4 LANGUAGE MATTERS cannot be held liable for the damage or loss of documents,
information or data carriers made available to LANGUAGE MATTERS for the performance
of the agreement. Nor is LANGUAGE MATTERS liable for damage resulting from the
use of information technology and modern forms of communication.
10.5 The Client is obliged to indemnify LANGUAGE MATTERS against all claims from
third parties ensuing from the use of any work, except where this liability on
the part of LANGUAGE MATTERS exists on the grounds of the provision of this article.
Article 11. - Force Majeure
11.1 In addition to all that is specified by law or in legal precedents, for the
purposes of these Conditions force majeure shall be taken to mean: all circumstances,
events, causes and consequences which fall outside the control or influence of
LANGUAGE MATTERS, as a consequence of which LANGUAGE MATTERS will not be able
to fulfil its obligations. Such circumstances will always but not exclusively
include: fire, any other operating disruptions, either at the premises of LANGUAGE
MATTERS, or at the premises of LANGUAGE MATTERS's suppliers of business and services,
transport breakdowns, and any other events that are outside its control, such
as war, blockades, civil disturbances, epidemics, floods and storms.
11.2 The obligations of LANGUAGE MATTERS will be suspended for the duration of
the force majeure. If the period of force majeure, as a result of which LANGUAGE
MATTERS is not able to meets its obligations, should last longer than two (2)
months, both parties will be entitled to dissolve the agreement, without there
being any obligation to compensate. If the Client is a private individual, the
right to suspend as referred to in
11.2 will only apply insofar as LANGUAGE MATTERS has a right to suspend its performance
within the meaning of the law.
11.3 If, at the start of the force majeure, LANGUAGE MATTERS has already partly
fulfilled its obligations or will only be able to partly meet its obligations,
LANGUAGE MATTERS is entitled to invoice that part separately and the Client is
obliged to pay this invoice as if it constituted a separate contract.
Article 12 - Mention of name
12.1 After having consulted with the Client, LANGUAGE MATTERS will be entitled
to use the Client's name as a reference and LANGUAGE MATTERS will also be entitled
to use the Client's name in its advertising material. If the Client refuses such
use, he must inform LANGUAGE MATTERS accordingly in writing.
Article 13 - Applicable law
13.1 Each agreement between LANGUAGE MATTERS and the Client is subject to the
laws of the Netherlands. Disputes ensuing from or relating to any agreement between
LANGUAGE MATTERS and the Client will be decided upon exclusively by the District
Court of Zwolle (NL).
13.2 All disputes about these Conditions must be submitted for judgment to the
competent Court of the Netherlands.
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