General Terms and Conditions of Susan Clark Translations

Definition
In these General Terms and Conditions ‘Susan Clark Translations’ will be understood to mean: Susan Clark Translations, Chamber of Commerce no. 37153359, situated at Asserlaan 4, 1902 DS Castricum, the Netherlands.

Article 1 – General
These General Terms and Conditions will govern the legal relationship between Susan Clark Translations and the Client, and will supersede any general terms and conditions or terms and conditions of the Client, unless Susan Clark Translations approves the applicability of such terms and conditions in writing.

Article 2 – Quotations, conclusion of contracts
2.1 General quotations and estimates provided by Susan Clark Translations will not entail any commitment. 2.2 Susan Clark Translations may at any time revoke or change prices and dates of delivery quoted if it has not had the opportunity – prior to quoting such details – to view the entire text to be translated or edited. The Client’s oral or written acceptance of the quotation submitted by Susan Clark Translations or, if no quotation is submitted, confirmation by Susan Clark Translations in writing of an assignment placed by the Client will constitute a contract.
2.3 Susan Clark Translations may consider any person or entity that has placed an assignment with Susan Clark Translations as a Client, unless said person or entity explicitly states that they are acting on the instructions, on behalf and at the expense of a third party, whose name and address is disclosed to Susan Clark Translations at the same time.
2.4 Agreements made and assurances given by representatives or personnel of Susan Clark Translations will not be binding upon Susan Clark Translations unless explicitly confirmed by Susan Clark Translations in writing. 2.5 Any reasonable doubt on the part of Susan Clark Translations about the Client’s ability to pay will entitle Susan Clark Translations to require the Client to provide sufficient security before Susan Clark Translations commences or continues to execute an assignment.

Article 3 – Changes to or cancellation of assignments
3.1 Any major changes made by the Client to an assignment after a contract has been concluded will entitle Susan Clark Translations either to modify the price and/or the date of delivery agreed or to refuse to execute the assignment. In the latter case, the Client will be required to pay for the work already performed, and the provisions stipulated in clause 3.3 will apply by analogy.
3.2 Cancellation of an assignment by the Client will require the Client to pay in full for the work already performed with respect to that assignment and, where appropriate, to pay compensation on the basis of an hourly rate for time spent on research for that part of the work not performed. Susan Clark Translations will make the work performed available to the Client at the latter’s request, but will accept no responsibility for its quality.
3.3 If Susan Clark Translations has earmarked time for executing an assignment that has been cancelled, it may charge the Client 50% of the agreed price for that part of the work not performed.

Article 4 – Execution of assignments and non-disclosure clause
4.1 Susan Clark Translations undertakes to carry out assignments to the best of its knowledge and ability, having regard to the text(s) specified by the Client to be translated or edited by Susan Clark Translations.1
4.2 Susan Clark Translations will keep any information provided by the Client confidential insofar as this is possible in connection with the performance of the contract. Susan Clark Translations will require its colleagues to observe maintain confidentiality. However, Susan Clark Translations will not be liable for any breach of confidentiality by its colleagues if it can sufficiently demonstrate that it was unable to prevent the same.
4.3 Unless explicitly agreed otherwise, Susan Clark Translations will be entitled to hire third parties to carry out the assignment (in full or in part), without prejudice to Susan Clark Translations’ responsibility for the confidential treatment and proper execution of the assignment. Susan Clark Translations will require third parties to maintain confidentiality. However, Susan Clark Translations will not be liable for any breach of confidentiality by such third parties if it can sufficiently demonstrate that it was unable to prevent the same.
4.4 As far as possible, the Client will honour any request for information by Susan Clark Translations about the content of the text to be translated, as well as requests for relevant documentation and lists of terms if such are available. Such information and documentation will be dispatched at the Client’s expense and risk.

Article 5 – Agreed date and time of delivery
5.1 The agreed date of delivery is provisional, unless an explicit written agreement stipulates otherwise. Susan Clark Translations will notify the Client immediately if it perceives that it will be unable to meet an agreed deadline. 5.2 If a fixed delivery date is specifically agreed in writing and if Susan Clark Translations fails to meet it for reasons other than circumstances beyond its control, and if the Client cannot reasonably be expected to accept any further delay, the Client will be entitled to cancel the contract unilaterally. In such cases, however, Susan Clark Translations will not be required to pay any compensation whatsoever. Such cancellation will not affect the obligation on the part of the Client to pay for the work already performed.
5.3 Delivery will be deemed to have taken place at the time the text is dispatched. The time the text is posted, handed to a courier or – if the text is transmitted electronically (by fax, e-mail, modem, FTP etc) – the time the medium completes the transmission will count as the time of dispatch.
5.4 The Client will do whatever may reasonably be necessary for or conducive to prompt delivery by Susan Clark Translations of work performed under the contract. 5.5 The Client will do everything in its power to facilitate delivery of the product by Susan Clark Translations under the contract. Any refusal to accept Susan Clark Translations’ product will constitute default on the part of the Client and the provisions of clause 6.5 will apply accordingly.

Article 6 – Prices and payment
6.1 Prices will, in principle, be based on Susan Clark Translations’ current rate (per hour or per word), unless agreed otherwise in writing. In addition, Susan Clark Translations may charge the Client for any out-of-pocket expenses incurred in the execution of the assignment. Susan Clark Translations will be free to charge a minimum rate for each language pair.
6.2 Quoted prices will apply only to services and products pursuant to agreed specifications. 6.3 Susan Clark Translations is entitled to increase the agreed price if it is forced to perform more work or incur more costs than might reasonably have been foreseen on conclusion of the contract as a result of having to work with laborious, time-consuming or unclear texts, defective faulty files or defective software supplied by the Client. This list of examples is not exhaustive. 6.4 All prices are quoted exclude VAT. 6.5 Payment for products supplied or services rendered under the contract is due 14 calendar days after the invoice date (or within such other term as stipulated by Susan Clark Translations in writing) net and in full – without any discount, set-off or deferral – in the currency invoiced. If payment is not made by the due date, the Client will be in default – immediately and without notice of default being required – and will owe the statutory interest due on the invoice amount, plus with effect from the due date until settlement in full. 6.6 In the event of late payment by the Client, Susan Clark Translations is entitled to charge extrajudicial collection costs in accordance with the Netherlands Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

Article 7 – Complaints and disputes
7.1 The Client is required to notify Susan Clark Translations in writing of any complaints about the product supplied or service rendered by Susan Clark Translations as soon as possible, yet no later than ten working days after the said product is supplied or the said service is rendered. Lodging a complaint will not release the Client from its payment obligations.
7.2 Should the Client query the accuracy of specific passages of the translation supplied by Susan Clark Translations and ask Susan Clark Translations for its comments, and should Susan Clark Translations subsequently be able to demonstrate that the passages in question are not incorrect, Susan Clark Translations will be entitled to charge the Client in full for the additional time spent on dealing with the query and for any other expenses incurred in this connection.
7.3 If the Client does not lodge a complaint within the period specified in clause 7.1 above, the Client will be deemed to have fully accepted the product supplied or the services rendered by Susan Clark Translations, and complaints will only be considered if Susan Clark Translations, at its sole discretion, deems such to be expedient. Any changes made by Susan Clark Translations, at the Client’s request, to any part of the translated or edited text will in no way constitute an acknowledgement on the part of Susan Clark Translations of supplying an inferior product or rendering an inferior service.
7.4 In the event of a valid complaint, Susan Clark Translations will be allowed a reasonable period of time to improve or substitute the product or service. If Susan Clark Translations, in all fairness, is unable to make the required improvements or to substitute the product or service, it may grant the Client a discount.
7.5 The Client’s right to complain will lapse if the Client has itself edited or has instructed others to edit the part or parts of the product forming the subject of the complaint, regardless of whether the Client has subsequently supplied the product to a third party or not.

Article 8 – Liability and indemnity
8.1 Susan Clark Translations will be exclusively liable to the Client for any loss or damage directly and demonstrably deriving from shortcomings attributable to Susan Clark Translations. Susan Clark Translations will under no circumstances be liable for any other forms of loss or damage, such as indirect loss, consequential loss, trading loss, loss caused by delay in performance or loss of profit.
8.2 Susan Clark Translations’ liability will never exceed the invoice value, exclusive of VAT, of the part of the product or service in question, which part has already been invoiced and/or supplied or rendered. Susan Clark Translations’ liability will, in any event, never exceed € 1,000 per event or per sequence of related events.
8.3 Ambiguities in the text to be translated will release Susan Clark Translations from any liability whatsoever. 8.4 Client is responsible for the content of the text(s) to be translated. Susan Clark Translations can in no way whatsoever be held liable for the content of the text(s) submitted by the Client..
8.5 The question of whether a text to be translated or edited or the use of such text or the translation or edited version of such text produced by Susan Clark Translations, entails any risk of personal injury will be entirely at the Client’s expense and risk. 8.6 Susan Clark Translations is not liable in any way whatsoever for damage to or loss of documents, data or data carriers made available to facilitate performance of the contract. Nor will is Susan Clark Translations liable in respect of any costs incurred and/or any loss or damage suffered as a result of (i) the use of information technology and telecommunications media, (ii) the transport or dispatch of data or data carriers, or (iii) the presence of computer viruses in any files or data carriers supplied by Susan Clark Translations.
8.7 The Client undertakes to indemnify Susan Clark Translations against any claims by third parties deriving from the use of the product supplied or the services rendered. 8.8 The Client similarly undertakes to indemnify Susan Clark Translations against any claims by third parties on account of alleged violation or infringement of property rights, proprietary rights, patent rights, copyrights or any other intellectual property rights in connection with the performance of the contract.

Article 9 – Dissolution and force majeure
9.1 If the Client fails to meet its obligations, if the Client is declared insolvent or bankrupt or if a petition is filed for the Client’s voluntary liquidation or bankruptcy, if the Client applies for or obtains a moratorium, if the Client is subject to an arrangement under the debt rescheduling regulations for natural persons or if the Client’s company or business is liquidated, Susan Clark Translations will have the right, without being required to pay any compensation, to dissolve the contract in whole or in part or to suspend performance of the contract. Susan Clark Translations will in that case be entitled to demand immediate payment of any outstanding amounts.
9.2 Should Susan Clark Translations prove unable to meet its obligations due to circumstances beyond its control and risk, it will be entitled to dissolve the contract without being liable to pay any compensation whatsoever. Such circumstances (force majeure) include, but are not limited to: fire, accidents, illness, strikes, riots, war, terrorist attacks, transport restrictions and delays, government measures, disruption of the services of Internet providers, negligence on the part of suppliers or any other circumstances beyond Susan Clark Translations’ control.
9.3 If Susan Clark Translations is compelled by force majeure to discontinue further performance of the contract, it will retain the right to payment for any work performed up to that moment as well as reimbursement for any costs and out-of-pocket expenses incurred.

Article 10 – Copyright
Barring explicit agreement in writing to the contrary, the copyright on translations produced by Susan Clark Translations will devolve upon the Client as soon as the Client has met all its financial and other obligations to Susan Clark Translations in full with respect to the work in question.
Article 11 – Governing law
11.1 The legal relationship between the Client and Susan Clark Translations will be governed by Dutch law.
A copy of these General Terms and Conditions will be made available on request free of charge.