In the following agreement the following terms have the following meanings:
1.1 The Contractor:
Ciao Chow, with its business address in Ede, Netherlands, registered with the Dutch Chamber of Commerce nr. 09201180.
Any natural person or legal person negotiating with the Contractor regarding an assignment, or who has commissioned a certain assignment to the Contractor.
The assignment of the Client to the Contractor in following duties :
- translations / interpreting
- media related duties, such as voice over, (tv) journalist etc.
- related linguistic and/or media duties
Article 2. Applicability
2.1 These General Conditions are applicable to all legal relationships between the Contractor and Client, unless a prior written and signed agreement has been issued.
2.2 By commissioning an assignment to the Contractor, the Client will accept the applicability of these conditions. The applicability of any other general terms and conditions which may be used by the other party or to which the other party may refer in any manner whatsoever is hereby specifically rejected.
2.3 If at any time one or more provisions of these General Terms and Conditions become void or voidable, whether in part or in full, the rest of these General Terms and Conditions remain in place. In this event, the Contractor and the Client will agree on the replacement of the void or voidable provisions by new provisions, while retaining the purpose and scope of the original provisions as much as possible.
2.4 The Contractor is authorized to have the Work (partly) performed by a third party, without prejudicing his/her responsibility for observing confidentiality and for the proper performance of the Work.
2.5 If a situation arises between parties that has not been provided for in these General Terms and Conditions, this situation will be judged in accordance with the spirit of these General Terms and Conditions.
2.6. If the Contractor does not insist on the strict observance of these General Terms and Conditions at all times, this does not mean that the provisions concerned have become inapplicable or that, in other cases, the Contractor has in any way relinquished the right to insist on the strict observance of the provisions of these General Terms and Conditions
Article 3. Agreements
3.1 Assignments can only be legally binding for the Contractor after the Client has confirmed the specific assignment either by mail, e-mail or telephone. In some cases an assignment may only become definite if the Client has paid an advance. This will be announced by the Contractor beforehand.
3.2 The Contractor gives a detailed description of how the source material is to be submitted and within what time frame(s) the source material must be in the Contractor’s possession. If, for quotation purposes, the Contractor has not been able to examine the complete text of the Work within five working days after the quotation date, he/she may still revoke the quotation and/or the lead times after the Work/quotation has been accepted.
3.3 Changes of/in the assignment by the Client are only binding the Contractor in so far as these changes have been accepted and confirmed by the Contractor via mail, e-mail or telephone and in so far as they satisfy the test of reasonableness. The Contractor has the right to adjust the prices in case of any changes made by the Client.
3.4 The Contractor has the authority to have the assignment executed by a third party.
Article 4. Delivery
4.1 The Contractor is not bound to a completion date that cannot be realized anymore due to unforeseen circumstances which might have occurred after entering into the agreement. In case of any delay of an agreed completion date, Contractor and Client will consult as soon as possible.
4.2 Errors of minor nature in translations, texts or other produced material by the Contractor (that are of no consequences to the editorial content) may not be a valid reason for the Client to claim for damages, reject the product, refuse delivery or change the agreed price.
4.3 The Client is responsible for delivery of the necessary information within the specified time to the Contractor in order for it to be executed in an appropriate manner.
4.4. Unless expressly stipulated otherwise, the agreed lead time is an estimate. As soon as it becomes apparent to the Contractor that the agreed delivery date is not feasible, the Contractor is obliged to notify the Client without delay.
4.5 In the event of an attributable failure to meet the agreed lead time, the Client has the right to terminate the contract unilaterally if he/she cannot, within reason, be expected to wait for its completion any longer.
4.6 Delivery is considered to have taken place at the time of personal delivery or dispatch by regular mail, telefax, courier, or electronic mail.
4.7 Delivery of documents via electronic mail is considered to have taken place at the time when the medium confirms the dispatch
Article 5. Prices & Payment
5.1 All prices stated on the quotes indicate clearly if these prices are including or excluding any applicable taxes (such as VAT). Expenses are never included in the mentioned fee unless otherwise mentioned. No rights can be derived from prices mentioned on the websites. No rights can be derived from prices of already finished or executed assignments in the past and/or future. The Contractor is obliged to inform the Client of the total fee before start of duties (as stated in article 3.2 of these General Terms and Conditions). The Client will have to confirm acceptance of the quote before Contractor will commence the specific duties related to the assignment.
5.2. The Contractor is obliged to pass on (any fluctuations in) the VAT to the Client.
5.3 Unless agreed otherwise, accounts should be settled within 14 days of the invoice date
5.4 In case of overdue payments, the Contractor has the right to pass on any claim for collection.
5.5 All costs the Contractor may have to make in order to recover a debt, such as collection charges and interest, are to be borne in full by the Client.
5.6 The Contractor will always have the right to demand guarantee of payment before, during or after entering into the agreement, to the extent of suspending the completion of an assignment by the Contractor until such a guarantee has been given.
5.7 The right of the Client to contest the invoice amount will lapse thirty calendar days after the invoice date.
Article 6. Cancellation
6.1 The Client has the right to cancel an assignment, considering following cancellation conditions:
Cancellation up to 4 calendar days before start of the duties no cancellation charge will be applicable (unless expenses have already been made by the Contractor)
Cancellation up to 3 calendar days before start of the duties, the Client will have to pay a cancellation charge of 25% of quoted offer (plus other expenses if already made by the Contractor)
Cancellation up to 2 calendar days before start of the duties, the Client will have to pay a cancellation charge of 50% of quoted offer (plus other expenses if already made by the Contractor)
Cancellation up to 1 calendar day before start of the duties the Client will have to pay a cancellation charge of 75% of quoted offer (plus other expenses if already made by the Contractor)
Cancellation on the day of assignment the Client will have to pay a cancellation charge of 100% of quoted offer, plus other expenses if already made by the Contractor.
Article 7. Liability
7.1 The liability of the Contractor as well as the legal responsibility for her employees and possible third parties engaged in the execution of the contract, with regard to immaterial damage, financial loss, direct, indirect and consequential damages and losses, of which the origin is attributable to the Contractor, will in all cases be limited to a maximum of the invoice value of that part of the agreement from which the liability arises.
7.2 The right to claim for damages and/or compensation will lapse after a period of 90 calendar days after completion of the Assignment.
7.3 The right to claim for damages and/or compensation is not applicable in the case that the Client has modified ( or had modified by a third party), printed and / or published the work delivered by the Contractor, without prior written and documented consent from the Contractor.
7.4 The Contractor is not liable for any damages or losses the Client may suffer as a consequence of the not executing or incorrect execution of the agreement, unless the damages of losses have been made deliberately by the Contractor.
7.5 Information made available to the Contractor and / or information resulting from attended meetings will be treated in the utmost confidence and will not be shared with third parties.
The Contractor will be obliged to safeguard and keep all relevant documents and data in her possession until a maximum of 30 days after completion of an assignment, unless otherwise agreed.
Article 8. Discharge & Force Majeure
8.1 The agreement will be terminated
when the agreed assignment(s) has been completed;
at a previously agreed date by both parties;
by cancellation of assignment by the Client (taking into account the cancellation policy)
by cancellation by the Contractor
8.2 Discharge of contract
The agreement may be discharged immediately by the Contractor without any liability with regard to compensation or damages to the Client if and when:
Client has applied for a moratorium or has filed for bankruptcy or has been declared bankrupt or who has settled out of bankruptcy, or whose capital (or part of it) has been locked up;
The Client has not fulfilled one or more obligations arising from the agreement(s), or not performed in the agreed time period or in an inadequate manner.
8.3 In these Terms and Conditions, the meaning of the term “force majeure” includes what is meant by it in statutory law and case law, as well as all exterior causes, whether foreseeable or not, that are beyond the Contractor’s control and that prevent the Contractor from meeting his/her obligations. Its meaning includes - but is not confined to - fire, accident, illness, strike, riot, war, government measures, prolonged power cuts, disrupted transfer, and terrorist threats.
8.4 During the period of force majeure, the Contractor’s obligations are suspended. If, due to force majeure, the Contractor is unable to meet his/her obligations, both parties are authorized to terminate the contract, without any damages being required. However, the obligation to pay for work already performed remains in place. If the Client is the consumer, the power to suspend only applies in so far as this power is enforceable by law.
8.5 If, at the commencement of force majeure, the Contractor has already met part of his/her obligations, or is only able to meet part of his/her obligations, the Contractor has the right to send a separate invoice for the work performed so far, and the Client must pay this invoice as though it concerned a separate contract
Article 9. Applicable Law, Disputes, and Competent Court
9.1 Dutch Law is applicable to all agreements made with the Contractor. All disputes and claims which have not been settled out of court, will be subjected to the judgement of the Court in the domicile of the Contractor.
9.2 The parties initiate court proceedings only if they have done their utmost to resolve the dispute by mutual consultation.
All data and information you make available for the execution of the assignment will never be passed on to third parties. Only after your express consent will data be passed on to a third party, e.g. if due to unforeseen circumstances your assignment will be carried out by another translator or interpreter.
Invoicing data will be kept on file until the legal filing term for Dutch companies will have expired. All detailed information and documents relating to an assignment will be kept on file until 90 calendar days after completion, payment and the expiry date for damages / compensation (see article 7 of General Conditions) has lapsed.