Terms and Conditions
In these General Terms and Conditions, “the translation agency” is understood to be: AgroLingua B.V., located at Groethofstraat 111, 5916 PA, Venlo. Also trading under the business names AGRAR-Übersetzer, Agrolingua.fr and Local Talk Global Flavours and registered in the Netherlands Commercial Register under number 12064847.
Article 1 - In general
These general terms and conditions apply to all legal relationships between the translation agency and the principal, to the exclusion of the principal’s own general (and other) terms and conditions, unless the translation agency has explicitly accepted those in writing.
Article 2 - Quotes and the conclusion of agreements
2.1 General offers and quotes issued by the translation agency are without obligation.
2.2 Quotes and completion terms can be revoked at all times if the translation agency was unable to view the entire text to be translated or edited before issuing the quote. The agreement is formed as a result of the written or oral acceptance by the principal of the translation agency's quote, or, in the event no quote was issued, as a result of the translation agency’s written confirmation of an order issued by the principal.
2.3 The translation agency is entitled to consider anyone who places an order with the translation agency as a principal, unless that person expressly indicates that he/she is acting under instructions, on behalf of and for the account of a third party, and if the name and address of the third party concerned have been given to the translation agency.
2.4 Agreements entered into and undertakings given by representatives or employees of the translation agency will only bind the translation agency after the latter has explicitly confirmed them in writing.
2.5 If the translation agency has reasonable doubts about whether the principal will be able to meet its payment obligations, the translation agency has the right to demand adequate security from the principal before starting or continuing to perform the order.
Article 3 - The amendment or cancellation of orders
3.1 In the event the principal makes changes to an order, other than minor alterations, the translation agency is entitled to adjust the completion time and charges, or to refuse accepting the order at all. In the latter case, the principal is obliged to pay for the proportion of the order that has already been completed and the provision in clause 3 of this article will apply accordingly.
3.2 In the event the principal cancels an order, it will still be obliged to pay in full for the proportion of the order that was already carried out. Furthermore, if applicable, the principal shall be liable for compensation, based on an hourly rate, for time spent on research activities already performed for the purpose of the remaining part of the order. If required, the translation agency will make any work already performed available to the principal. However, the translation agency will not vouch for the quality of the work supplied in that case.
3.3 If the translation agency reserved time to perform a cancelled order, it can charge the principal 50% of the fee for the proportion of the order not yet completed.
Article 4 - Execution of orders and confidentiality
4.1 The translation agency undertakes to perform the order to the best of its ability and with the necessary professional expertise to meet the purpose specified by the principal for the text(s) to be translated or edited by the translation agency.
4.2 The translation agency shall treat any information provided by the principal confidential, in so far as it is possible to do so in relation to the performance of the order. The translation agency will impose confidentiality on its employees. However, the translation agency is not liable for its employees breaching their duty of confidentiality, provided the translation agency can make it plausible that it was unable to prevent the breach concerned.
4.3 Unless explicitly agreed otherwise, the translation agency has the right to arrange for an order to be (partly) carried out by third parties, without prejudice to the translation agency’s responsibility for the order to be treated as confidential and to be carried out properly. The translation agency will impose a confidentiality agreement on the third party concerned. However, the translation agency is not liable for such third parties breaching their duty of confidentiality, provided the translation agency can make it plausible that it was unable to prevent the breach concerned.
4.4 The principal is obliged to provide clarification on the content of the text to be translated upon request, if possible, and to make any existing relevant documentation and terminology available to the translation agency. The dispatch or transmission of such information takes place at the expense and risk of the principal at all times.
Article 5 - Completion term and time of delivery
5.1 The agreed completion term is a target term, unless explicitly agreed otherwise in writing. As soon as the translation agency establishes or expects that timely delivery is not possible, the translation agency is obliged communicate this to the principal without delay.
5.2 In the event the translation agency is in breach of a completion term that was explicitly agreed in writing, the principal has the right to unilaterally terminate the agreement, provided it cannot reasonably be expected to wait any longer for the completion. In that case, the translation agency will not be liable for any damages. Such termination does not prejudice the principal’s obligation to pay for the part of the order already completed.
5.3 Delivery is deemed to be made at the time of dispatch. The time of dispatch will be the time the work has been taken to the post office, been handed to a courier, or, in the event of electronic transfer (fax, email, modem, FTP, etc.), the moment when the transmission is complete.
5.4 With regard to the execution of the agreement by the translation agency, the principal is responsible for doing everything that is reasonably necessary or desirable to facilitate timely delivery by the translation agency.
5.5 The principal is responsible for providing its full co-operation to enable the translation agency to deliver the work in line with the agreement. The principal will be in breach of its obligations, without the need for a reminder, if it refuses to take receipt of the work, in which case the provision in article 6.5 will apply accordingly.
Article 6 - Charges and payment
6.1 The charges will in principle be based on the translation agency’s prevailing rate per word or per hour, unless agreed otherwise. In addition, the translation agency may charge the principal for any costs incurred with regard to carrying out the order. The translation agency is entitled to levy a minimum charge per language combination.
6.2 The price that the translation agency quotes for the work to be performed only applies to the work in conformity with the agreed specifications.
6.3 The translation agency has the right to increase the agreed price in the event the principal supplies labour-intensive texts, unclear copy, faulty computer software or databases that force the translation agency to perform additional work or that necessitate additional costs in comparison with what the translation agency was entitled to expect when the agreement was entered into. The above list is non-exhaustive.
6.4 All amounts are given net of VAT.
6.5 Invoices must be paid within 30 calendar days from the invoice date (or within another completion term indicated in writing by the translation agency), without any discounts, setoff or suspension of payment, in the currency indicated in the invoice. If payment is not made in time, the principal will be in default immediately without the need for a notice of default, in which case the principal will owe interest on the invoiced amount at the statutory rate increased by two percentage points, from the date of the default until the date full payment is made.
6.6 If the principal remains in default of payment, the translation agency has the right to charge extrajudicial collection costs pursuant to the Extrajudicial Collection Costs (Fees) Decree.
Article 7 - Complaints and disputes
7.1 The principal must notify the translation agency in writing of any complaints relating to the work carried out, as soon as possible, but in any case, within ten working days following delivery. Making a complaint does not discharge the principal from its payment obligation.
7.2 If the principal casts doubt on the accuracy of specific translation outcomes and asks the translation agency for its comments, and if the translation agency can then make it plausible that the translations provided are not inaccurate, the translation agency is entitled to charge the principal in full for the associated additional hours worked and for other costs incurred.
7.3 If the principal did not express any complaints after the term indicated in clause 7.1 expired, it is considered to have accepted the delivered work in full and complaints will only be processed if the translation agency considers it desirable for reasons of its own. An amendment by the translation agency of any part of the translated or edited text at the principal's request does not entail that the translation agency acknowledges that the work delivered was invalid.
7.4 In the case of a valid complaint, the translation agency has the right to correct or replace the delivered work within a reasonable term; if the translation agency cannot meet the demand for an improvement or replacement, it may grant a discount on the charge.
7.5 The right of the principal to submit complaints expires if the principal has edited the section of the work delivered that the complaint relates to, or arranged for it to be edited, regardless of whether the principal subsequently forwarded the work to a third party.
Article 8 - Liability and indemnification
8.1 The translation agency is solely liable towards the principal for damage that is the direct, demonstrable result of a default attributable to the translation agency. The translation agency is under no circumstances liable for any other forms of loss, such as indirect loss, consequential loss, trading loss, loss due to delay and loss of profit.
8.2 The translation agency’s liability is in any case limited to the amount invoiced, net of VAT, for the proportion already invoiced and/or supplied of the order concerned. The translation agency’s liability is furthermore limited in all cases to a value of EUR 45,000 per incident or per series of connected incidents.
8.3 Ambiguity in the text to be translated discharges the translation agency of any liability.
8.4 The evaluation of whether (the use of) a text to be translated or edited, or the translation or edited version of such text produced by the translation agency, entails any risk of bodily injury, remains entirely at the principal’s expense and risk.
8.5 The translation agency is not liable for any damage to or loss of the documents, information or data carriers made available to carry out the agreement. Nor will the translation agency incur liability for costs arisen and/or any loss or damage sustained as a result of the use of information technology and means of telecommunication, or resulting from the transport or dispatch of information or data carriers, or the presence of computer viruses in any files or data carriers supplied by the translation agency.
8.6 The principal indemnifies the translation agency against any third-party liability, arising from the use of what it supplied.
8.7 The principal also indemnifies the translation agency against any claims from third parties for the alleged infringement of property rights, patent rights, copyrights or any other intellectual property rights in relation to the performance of the agreement.
Article 9 - Termination and force majeure
9.1 If the principal is in breach of its obligations, if the principal is declared insolvent or if a petition is filed for the principal’s compulsory liquidation, if the principal has applied for a suspension of payments or has been granted one, if the statutory debt restructuring scheme for natural persons is declared applicable to the principal, or in the event the principal’s business is wound up, the translation agency is entitled to terminate part of all of the agreement or to suspend its execution of the agreement. In that case, the translation agency can demand immediate payment of the amount owed.
9.2 If the translation agency can no longer meet its obligations due to circumstances outside its risk or control, the translation agency has the right to terminate the agreement without incurring any liability for damages. Such circumstances (force majeure) apply in any case - but not exclusively - to fire, accidents, illness, strikes, riots, war, terrorist attacks, impediments to transportation, government measures, disruptions in the service provided by internet providers, negligence by suppliers or other circumstances outside the translation agency’s control.
9.3 If the translation agency is forced to suspend the further execution of the agreement as a result of force majeure, it nevertheless remains entitled to payment for the work performed so far and the costs and expenses incurred.
Article 10 - Copyright
10.1 For the performance of translations, use may be made of what is termed translation memories. All rights, such as copyright and/or database rights, arising from the use of the translation memories, belong to the translation agency, unless agreed otherwise. This continues to apply after all financial and other obligations in conformity with article 10.2 have been met.
10.2 Unless explicitly agreed otherwise in writing, the copyright for translations produced by the translation agency transfer to the principal at the time the latter has fully met all its financial and other obligations towards the translation agency in relation to the order concerned. Until all financial and other obligations are met, the copyright for the translations produced by the translation agency belong to the translation agency.
Article 11 - Applicable law
11.1 All legal relationships between the principal and the translation agency are governed by the law of the Netherlands.
11.2 The court with jurisdiction in the location where the translation agency has its registered office has exclusive competence over any disputes that may arise.
Article 12 - Privacy provision
12.1 In general
a. The translation agency works in conformity with the General Data Protection Regulation, the GDPR, and only collects personal data that it can process on a legal basis.
b. Before the principal places a translation order, the translation agency will only provide the personal data required to issue a quote.
c. At the latest at the time of quoting, the principal will be asked to classify the translation assignment in the following categories:
Category 1: high risk
Type: The assignment contains personal data of a highly sensitive nature, such as criminal information and medical data.
Group: restricted to the actual performer(s) of the order and a group within the translation agency, all on a need-to-know basis.
Security: - limited rights of inspection - storage is anonymised or pseudonymised - enforcement of strict storage period - processing solely in the EEA.
Category 2: average risk
Type: The assignment contains personal data of a sensitive nature that are qualified by law as special personal data, except for medical data, or they relate to a famous person, or to a person or dispute that may cause consternation in society.
Group: restricted to a small group, all on a need-to-know basis.
Security: - limited rights of inspection - storage does not need to be anonymised or pseudonymised but it can be - enforcement of storage period - processing solely in the EEA and countries approved in a data adequacy decision.
Category 3: standard risk
Type: The assignment contains personal data such as name, address, town.
Group: restricted to a group within the translation agency and the actual performer(s) of the order.
Security: - rights of inspection not internally secured - standard storage - enforcement of storage period - processing is allowed throughout the world within the boundaries of the GDPR.
d. The charges for the translation order partly depend on the choices made in advance by the principal, such as
i. the category selected;
ii. the request to anonymise or pseudonymise the personal data;
iii. derogating storage terms; iv. return or deletion of personal data.
e. The translation agency will ensure that its employees are aware of how to handle personal data in conformity with the GDPR through continuous training. In addition, the translation agency has included a strict confidentiality clause and associated fines in the contracts with employees handling personal data.
f. The translation agency will also ensure that it takes appropriate technical measures and that it keeps them up to date in order to adequately protect personal data.
g. The translation agency will check the third parties it engages on their GDPR compliance and shall provide additional guarantees, if necessary, to ensure the security of personal data.
h. The translation agency shall not share personal data with parties abroad, unless it is under a legal obligation to do so, or unless the principal grants permission for a translation order to be carried out abroad.
i. Principals can exercise their rights under the GDPR using the data subject rights request form. The translation agency aims to process any request within four weeks.
12.2 Data breach
In the event of a data breach despite all due care on the part of the translation agency and personal data are lost or accessed by unauthorised persons, the translation agency will inform the principal of it without delay, but in any case, within the term agreed between the parties. The translation agency will endeavour to minimise the damage caused by the data breach and to rectify it, insofar as possible. Upon request, the translation agency will assist the principal with reporting a data breach to the Dutch Data Protection Authority and to the parties concerned, if applicable. A data breach does not absolve the principal from its obligations arising from the agreement with the translation agency, unless the principal can demonstrate or make it plausible that the translation agency was at fault or negligent.
12.3 Storage terms
The translation agency will not retain personal data for longer than necessary to perform the translation order agreed between the parties, unless
a. the principal grants permission for a longer storage term.
b. the translation agency is forced to adopt a longer storage term based on statutory provisions.
Article 13 - Filing and registration
13.1 These general terms and conditions have been filed with the Chamber of Commerce of Venlo under number 12064847.
In the event these general terms and conditions are available in languages other than Dutch, the Dutch version will take precedence.
A copy of these general terms and conditions can be sent at all times to applicants, free of charge, upon the first request.