General Terms and Conditions

Definitions
‘the translation agency’: Demi and the CATs, to the extent that the activities are aimed at translation work in the broadest sense of the word.

Article 1 – General
These general terms and conditions apply to all legal relationships between Demi and the CATs and the client, to the exclusion of any conditions or general terms and conditions applied by the client, unless Demi and the CATs has consented in writing to the application thereof. Provisions of these general terms and conditions in which the term ‘translation agency’ is used apply exclusively to translation work.

Article 2 – Quotations and formation of the agreement
2.1 General offers and quotations of Demi and the CATs are without obligation.
2.2 Quotations and stated time frames may always be revoked if Demi and the CATs has not yet been able to inspect the full text that is to be translated or edited before such quotation. The agreement is effected by the written or oral acceptance by the client of Demi and the CATs' quotation or – if no quotation has been submitted – by Demi and the CATs' confirmation of an assignment given by the client.
2.3 Demi and the CATs may consider the person who has given the assignment to Demi and the CATs to be its client, unless they have explicitly stated that they are acting on the instructions of, in the name of and for the account of a third party, provided that the name and address of this third party have been provided to Demi and the CATs at the same time.
2.4 If Demi and the CATs reasonably doubts whether the client will be able to fulfil its payment obligations, Demi and the CATs is entitled, before starting with the performance of the assignment or before continuing the performance of the assignment, to require adequate security from the client, for example in the form of an advance.

Article 3 – Change and cancellation of assignments
3.1 If the client, after the formation of the agreement, makes other than minor changes to the assignment, Demi and the CATs is entitled to adjust the delivery date and/or the fee or to refuse the assignment as yet. In the latter case, the client is obliged to pay the part of the assignment that has already been performed, and the provisions of paragraph 3 of this article apply by analogy.
3.2 If an assignment to the translation agency is cancelled by the client, the client is obliged to pay in full for the part of the assignment that has already been performed. In addition, if applicable, the client must pay a fee, on the basis of an hourly rate, for research activities for the other part that have already been carried out. If required, the translation agency makes the work already produced available to the client. In that case, the quality of the performance delivered is not guaranteed.
3.3 If the translation agency has booked time for the performance of the cancelled assignment, the translation agency may charge the client a payment of 50% of the fee for the part of the assignment that has not been performed.

Article 4 – Performance of assignments and secrecy
4.1 Demi and the CATs is obliged to perform the assignment to the best of its knowledge and ability and with the necessary expertise, taking into account the objective specified by the client.
4.2 Demi and the CATs will treat the information made available by the client confidentially to the extent that this is possible in connection with the performance of the assignment. Demi and the CATs will require its employees to maintain secrecy. However, Demi and the CATs is not liable for a violation of the obligation of secrecy by these employees if Demi and the CATs can make plausible that it was unable to prevent this violation.
4.3 Unless explicitly agreed otherwise in writing, Demi and the CATs has the right to have an assignment performed wholly or partially by third parties, without prejudice to Demi and the CATs' responsibility for the confidential treatment and proper performance of the assignment. However, Demi and the CATs is not liable for a violation of the obligation of secrecy by these third parties if Demi and the CATs can make plausible that it was unable to prevent this violation.
4.4 The client is obliged, at the translation agency’s request, to give a substantive explanation to the text to be translated where possible and, if available, to make relevant documentation and terminology available to the translation agency. Said information is always sent at the client’s expense.
4.5 Demi and the CATs will perform the agreed work independently and is not obliged to follow any instructions of the client or third parties involved.

Article 5 – Delivery date and time of delivery
5.1 The date of delivery agreed with the translation agency is provisional, unless an explicit written agreement stipulates otherwise. As soon as the translation agency establishes or expects that delivery in good time is not possible, the translation agency is obliged to inform the client of this.
5.2 In case of an attributable failure of the translation agency to meet the strict deadline explicitly agreed upon in writing (not being the provisional term referred to in paragraph 1), the client is entitled to terminate the agreement unilaterally, provided that performance cannot reasonably be postponed any longer. In that case, the translation agency is not obliged to pay any compensation. This termination does not affect the client’s obligation to pay for the part of the assignment that has already been performed.
5.3 Delivery is considered to have taken place at the time of dispatch. The time of dispatch is the time of posting, surrender to the courier or, in case of electronic dispatch (e-mail, fax, etc.) the time when the medium has completed the dispatch.
5.4 In connection with the performance of the agreement by the translation agency, the client is obliged to do all that is reasonably necessary or desirable to enable delivery in good time by the translation agency.
5.5 The client is obliged to cooperate fully in the delivery of the performance under the agreement with the translation agency. The client will be in default without having received a demand to that effect if it refuses to take delivery of the performance, in which case the provisions of Article 6.7 apply by analogy.

Article 6 – Fee and payment
6.1 In principle, the fee is based on a word rate or hourly rate that applies at the translation agency, unless otherwise agreed. In addition to its fee, the translation agency may also charge the client the disbursements that are associated with the performance of the assignment. A minimum rate per language combination may be charged for each assignment.
6.2 Unless otherwise agreed in writing, a stated word rate is the rate per word included in the source text.
6.3 The price that the translation agency has stated for the performance to be delivered applies exclusively to the performance in accordance with the agreed specifications.
6.4 The translation agency is entitled to increase the agreed price if the client submits a text that requires much more work, copy that is unclear, improper computer software or data files that necessitate more work or costs for the translation agency than the translation agency could reasonably expect upon entering into the agreement. The above list is not exhaustive.
6.5 A 50% surcharge applies to translation work outside regular office hours or to urgent work with delivery within 2 working days, unless otherwise agreed.6.6 Invoices for translation work must be paid net to the translation agency within 14 calendar days of the invoice date at the latest (or within such other period stated by the translation agency in writing) without any discount, setoff or suspension and in the currency in which the invoice has been made out. In case of late payment, the client is in default immediately and without notice of default being required, in which case the client owes statutory commercial interest, plus 2 percentage points, on the invoice amount from the date of default until the time of payment in full. If the client is a private individual, invoices must always be paid in full before the relevant service is provided.
6.6 Invoices for translation work must be paid net to the translation agency within 14 calendar days of the invoice date at the latest (or within such other period stated by the translation agency in writing) without any discount, setoff or suspension and in the currency in which the invoice has been made out. In case of late payment, the client is in default immediately and without notice of default being required, in which case the client owes statutory commercial interest, plus 2 percentage points, on the invoice amount from the date of default until the time of payment in full. If the client is a private individual, invoices must always be paid in full before the relevant service is provided.
6.7 In the event of extrajudicial collection costs, a debt collection rate of 15% applies for the first EUR 2,500 of the principal sum with interest, and a rate of 10% on the excess, subject to a minimum of EUR 100 per invoice.

Article 7 – Complaints
7.1 The client must notify Demi and the CATs in writing of any complaints about the performance delivered as soon as possible, but within ten working days of delivery of the translation work at the latest. The expression of a complaint does not discharge the client from its payment obligation.
7.2 If the client doubts the correctness of certain translation solutions and asks the translation agency to comment on this, and if the translation agency can subsequently make plausible that the translations in question are not incorrect, the translation agency is entitled to fully charge the client for the extra hours worked in that regard and other expenses incurred.
7.3 If the client has not expressed any complaints after the period referred to in Article 7.1 has ended, it is deemed to have fully accepted the performance delivered, and complaints are dealt with only if Demi and the CATs deems such to be desirable. Changes by the translation agency to any part of the translated or edited text at the client’s request do not mean that the translation agency acknowledges that the performance delivered was faulty.
7.4 The client’s right to submit complaints lapses if the client has edited or had a third party edit the part of the performance delivered to which the complaint relates, regardless of whether it subsequently delivered the performance delivered to a third party or published it or had it published.

Article 8 – Liability and indemnity
8.1 Demi and the CATs is only liable towards the client for damage or loss that is the direct and demonstrable result of a serious failure that can be attributed to Demi and the CATs.
8.2 Demi and the CATs is exclusively under a best-efforts obligation to translate the spoken or written text to be submitted to the best of its knowledge and ability. For that reason, Demi and the CATs is not liable for damage or loss on the client’s part that is the result of translation errors. That is why a translation error is not considered to be an attributable failure of Demi and the CATs, unless the client’s damage or loss results from Demi and the CATs' evident negligence.
8.3 Ambiguity of text to be translated releases Demi and the CATs from any liability.
8.4 The assessment of the question as to whether a text to be translated or edited or the use thereof or the translation or edit thereof provided by the translation agency entails certain risks of personal injury is fully at the client’s risk and expense.
8.5 Demi and the CATs is never liable for the following forms of damage or loss, among others: indirect damage or loss, consequential damage or loss, trading loss, loss due to delay and lost profit.
8.6 Demi and the CATs' liability is limited in any event to the invoice value, excluding VAT, of the part of the relevant assignment that has already been invoiced and/or delivered. In addition, Demi and the CATs' liability is limited in all cases to an amount of EUR 2,500 per event or per series of connected events.
8.7 Demi and the CATs is not liable for damage to or loss of the documents, information or information carriers made available for the performance of the agreement. Neither is Demi and the CATs liable for costs and/or damage or loss caused as a result of the use of information technology and means of telecommunication or as a result of the transport or the dispatch of information or information carriers or the presence of computer viruses in the files or information carriers provided by Demi and the CATs.
8.8 The client indemnifies Demi and the CATs against all third-party claims arising from the use of the performance delivered by the translation agency.
8.9 The client also indemnifies Demi and the CATs against all third-party claims on account of alleged infringement of property rights, patent rights, copyrights or other intellectual property rights in connection with the performance of the agreement.

Article 9 – Termination and force majeure
9.1 If the client does not fulfil its obligations, if the client has been declared insolvent or if its liquidation is petitioned for, if the client has applied for or has been granted a suspension of payments, if the debt restructuring scheme for natural persons has been declared to apply to the client, or if the client’s company is wound up, Demi and the CATs is authorised to terminate the agreement wholly or partially or to suspend performance of the agreement without being obliged to pay compensation. In that case, Demi and the CATs can demand immediate payment of what is owed to it. If Demi and the CATs, due to circumstances that are not at its risk or that are beyond its control, cannot fulfil its obligations anymore, Demi and the CATs has the right to terminate the agreement without being liable to pay any compensation. Such circumstances (force majeure) in any event include – but are not limited to – fire, accident, illness, pandemics and/or epidemics as well as measures or government measures taken as a result thereof, industrial action, uprising, war, terrorist attacks, transport impediments, extreme weather conditions, government measures, failures in the services of internet providers, negligence of suppliers, or other circumstances beyond the control of Demi and the CATs.
9.2 If Demi and the CATs, as a result of force majeure, has to discontinue the further performance of the agreement it does retain the right to compensation of the work performed until that time and the costs incurred and disbursements paid.

Article 10 – Copyright and intellectual property
10.1 Unless explicitly agreed otherwise in writing, the copyrights to the written translations produced by the translation agency pass to the client once it has completely fulfilled all of its financial and other obligations towards the translation agency regarding the relevant assignment.
10.2 Translation memories can be used as a tool when making translations. To the extent that any rights, such as copyrights and/or database rights, arise from the use of the translation memory, they belong to the translation agency, unless otherwise agreed.

Article 11 – Applicable law
11.1 Dutch law applies to all legal relationships between the client and Demi and the CATs.
11.2 All disputes arising from or connected with the legal relationship between the client and Demi and the CATs are settled exclusively by the civil court of Amsterdam.