General Terms and Conditions
Definition
In these General Terms and Conditions, 'Dutchlingual' means: Dutchlingual, located at 629 Zone 5 Ilang-ilang, Guiguinto, Bulacan, Philippines.
Article 1 - General
These General Terms and Conditions apply to all legal relationships between Dutchlingual and the client, to the exclusion of the (General) Terms and Conditions applied by the client, unless Dutchlingual has agreed to their application in writing.
Article 2 - Offers and conclusion of the contract
2.1 General offers and quotations from Dutchlingual are without obligation.
2.2 Quotations and specified deadlines can always be revoked if Dutchlingual has not yet been able to view the complete text(s) to be translated or to be edited. The contract comes into effect through written or oral acceptance by the client of Dutchlingual's quotation or - if no quotation has been issued - through written confirmation by Dutchlingual of an order issued by the client.
2.3 Dutchlingual may consider as its client the person who has placed the order with Dutchlingual, unless the latter has expressly indicated that it is acting on the instructions, in the name and for the account of a third party and provided that the name and address of such third party are simultaneously provided to Dutchlingual.
2.4 Agreements made and promises made by representatives or personnel of Dutchlingual are only binding after Dutchlingual has expressly confirmed them in writing.
2.5 If Dutchlingual has reasonable doubt as to whether the client will be able to meet its payment obligations, Dutchlingual is entitled, before commencing or continuing the performance of the order, to require adequate security from the client.
Article 3 - Change and cancellation of orders
3.1 If the client makes changes other than of a minor nature to the order after the contract has been concluded, Dutchlingual shall be entitled to adjust the delivery period and/or the fee or to refuse the order after all. In the latter case, the client shall be obliged to pay for the part of the order already executed and the provisions of paragraph 3 of this article shall apply accordingly.
3.2 If an order is cancelled by the client, the client shall be obliged to pay in full the part of the order already executed. In addition, if applicable, the client must pay a fee, based on an hourly rate, for research work already carried out for the remaining part. Dutchlingual will make the work already produced available to the client if required. In this case, the quality of the performance delivered is not guaranteed.
3.3 If Dutchlingual has reserved time for the execution of the cancelled order, Dutchlingual may charge the client a fee of 50% of the fee for the non-executed part of the order.
Article 4 - Execution of orders and non-disclosure
4.1 Dutchlingual is obliged to execute the order to the best of its knowledge and ability and with the necessary expertise, taking into account the purpose specified by the client of the text(s) to be translated or edited by Dutchlingual.
4.2 Dutchlingual will treat the information made available by the client confidentially to the extent possible in connection with the execution of the order. Dutchlingual will require its employees to maintain non-disclosure. However, Dutchlingual is not liable for breach of non-disclosure by these employees if Dutchlingual can make it plausible that it could not have prevented this breach.
4.3 Unless expressly agreed otherwise, Dutchlingual is entitled to have an order (partly) carried out by third parties, without prejudice to Dutchlingual's responsibility for the confidential treatment and proper execution of the order. Dutchlingual will oblige said third parties to maintain non-disclosure. However, Dutchlingual is not liable for breach of non-disclosure by these third parties if Dutchlingual can plausibly demonstrate that it could not have prevented this breach.
4.4 Upon request, the client is obliged, if possible, to provide a substantive explanation of the text(s) to be translated or edited and, if available, to make relevant documentation and terminology available to Dutchlingual. Sending said information shall always take place at the expense and risk of the client.
Article 5 - Delivery period and time of delivery
5.1 The agreed delivery period is a target period, unless expressly agreed otherwise in writing. As soon as Dutchlingual observes or expects that timely delivery is not possible, Dutchlingual is obliged to inform the client immediately.
5.2 In case of attributable exceeding by Dutchlingual of the expressly agreed delivery period in writing, the client is entitled to unilaterally rescind the contract, provided the execution can no longer reasonably be waited for. In such a case, Dutchlingual shall not be liable for any damages. Such dissolution shall not affect the client's obligation to pay for the part of the order already executed.
5.3 Delivery is deemed to have taken place at the time of sending. The time of sending is the time of posting, delivery to the courier or, in case of electronic transmission (fax, e-mail, modem, ftp, etc.), the time when the medium has completed the transmission.
5.4 In connection with the execution of the contract by Dutchlingual, the client is obliged to do everything reasonably necessary or desirable to enable timely delivery by Dutchlingual.
5.5 The client is obliged to cooperate fully with the delivery of the performance under the contract with Dutchlingual. The client shall be in default even without notice if he refuses to accept the performance, in which case the provisions of Article 6.5 shall apply accordingly.
Article 6 - Fee and payment
6.1 The fee is in principle based on a word or hourly rate included in the quotation, unless otherwise agreed. In addition to its fee, Dutchlingual may charge the client for any out-of-pocket expenses incurred in the execution of the order. A minimum rate per language or language combination may be charged for each order.
6.2 The price quoted by Dutchlingual for the performance to be carried out applies only to the performance in accordance with the agreed specifications.
6.3 Dutchlingual is entitled to increase the agreed price if the client supplies extra laborious text, unclear copy, faulty computer software or data files which require Dutchlingual to carry out more work or incur more costs than Dutchlingual could reasonably have expected at the time the contract was concluded. The previous enumeration is not exhaustive.
6.4 All amounts are stated exclusive of VAT.
6.5 Invoices must be paid net within 10 calendar days of the invoice date (or within such other period as Dutchlingual may specify in writing) at the latest, without any discount, set-off or suspension, in the currency in which the invoice is drawn up. In the event of late payment, the client shall be in default immediately and without notice of default, in which case the client shall owe statutory interest, increased by 2 percentage points, on the invoice amount from the date of default until payment in full.
6.6 In the event of extrajudicial collection costs, a collection rate of 15% over the first EUR 2,500 of the principal amount with interest and a rate of 10% over the excess, with a minimum of EUR 100 per claim, shall apply.
Article 7 - Complaints and disputes
7.1 The customer must notify Dutchlingual in writing of complaints about the performance delivered as soon as possible, but no later than 5 working days after delivery. Issuing a complaint does not release the client from its payment obligation.
7.2 If the client questions the correctness of certain (translation) solutions and requests Dutchlingual to comment, and if Dutchlingual can subsequently make it plausible that the given (translation) solutions are not incorrect, Dutchlingual is entitled to charge the client in full for the additional hours worked and other costs incurred in connection therewith.
7.3 If the client has not expressed any complaints after expiry of the period referred to in clause 7.1, it is deemed to have fully accepted the performance delivered and complaints will only be considered if Dutchlingual deems this desirable for its own reasons. Modification by Dutchlingual of any part of the translated or edited text at the request of the client does not imply acknowledgement by Dutchlingual that an unsatisfactory performance has been delivered.
7.4 If the complaint is well-founded, Dutchlingual is obliged to improve or replace the performance delivered within a reasonable time; if Dutchlingual cannot reasonably comply with the request for improvement or replacement, Dutchlingual may grant a reduction in price.
7.5 The client's right to lodge complaints shall lapse if the client has processed or caused to be processed the part of the delivery to which the complaint relates, regardless of whether it has subsequently redelivered the delivery to a third party.
Article 8 - Liability and indemnification
8.1 Dutchlingual is only liable towards the client for damage which is the direct and demonstrable result of a shortcoming attributable to Dutchlingual. Dutchlingual shall never be liable for any other form of damage, such as indirect damage, consequential damage, trading loss, delay damage and loss of profit.
8.2 The liability of Dutchlingual is limited to the invoice value, excluding VAT, of the already invoiced and/or delivered part of the relevant order per event or per related series of events.
8.3 Ambiguity of the text(s) to be translated or edited relieves Dutchlingual of any liability.
8.4 The assessment of whether (the use of) a text to be translated or edited or the translation or editing thereof provided by Dutchlingual involves certain risks of personal injury shall remain entirely at the client's expense and risk.
8.5 Dutchlingual is not liable for damage or loss of the documents, information or data carriers made available for the purpose of implementing the contract. Dutchlingual is also not liable for costs and/or damages arising from the use of information technology and telecommunications media or as a result of the transport or transmission of information or information carriers or the presence of computer viruses in files or information carriers supplied by Dutchlingual.
8.6 The client indemnifies Dutchlingual against all claims of third parties arising from the use of the performance delivered.
8.7 The client also indemnifies Dutchlingual against all claims by third parties for alleged infringement of property, patent, copyright or other intellectual property rights in connection with the execution of the contract.
Article 9 - Dissolution and force majeure
9.1 If the client fails to meet its obligations, if the client is declared bankrupt or its bankruptcy is filed for, if the client has applied for or been granted a moratorium, if the debt restructuring scheme for natural persons is declared applicable in respect of the client or in the event of the liquidation of the client's company, Dutchlingual is entitled, without being obliged to pay any compensation, to dissolve the contract in whole or in part or to suspend its execution. Dutchlingual may then claim immediate payment of what is due to it.
9.2 If Dutchlingual can no longer meet its obligations due to circumstances beyond its risk or beyond its control, Dutchlingual is entitled, without being liable for any compensation, to dissolve the contract. Such circumstances (force majeure) include in any case - but are not limited to - fire, accident, illness, serious illness of family members requiring immediate care, strikes, riots, war, terrorist attacks, transport impediments, government measures, disruptions in the services of Internet providers or other circumstances beyond the control of Dutchlingual.
9.3 If Dutchlingual has to discontinue further performance of the contract as a result of force majeure, Dutchlingual does retain the right to compensation for the work performed up to that point and the costs incurred and surpluses paid.
Article 10 - Copyright
Unless expressly agreed otherwise in writing, Dutchlingual retains the copyright to translations and other texts produced by Dutchlingual.
Article 11 - Applicable law
11.1 All legal relations between the client and Dutchlingual are governed by Philippine law.
11.2 All disputes in respect of which an amicable settlement under Article 7 is not reached will be subject to the judgment of the competent court in Malolos, Bulacan.
Version management
These General Terms and Conditions were last amended on 1 July 2024 and will be revised if necessary. The original English text of these General Terms and Conditions takes precedence over versions published in any other language.
Provision
A copy of these General Terms and Conditions shall be made available free of charge upon request. This can be requested by the applicant by e-mail to [email protected].