Terms and conditions
Last update: May 1, 2018
Article 1. Definitions
In these terms and conditions means:
- Tolken Select Nederland B.V.: With its head office in Zeewolde and registered in the trade register of the Kamer van Koophandel under number 50052306, is the user of these terms and conditions and will hereinafter be referred to as ‘we’ or Tolken Select.
- Client: The legal entity (also referred to as ‘customer’) who requested interpreting and/or translation services and with whom we have established an agreement.
- Contractor: Self-employed and qualified interpreter or translator. Hereinafter referred to as ‘interpreter or translator’.
- Request: A request by telephone or a written request, including e-mail, from the client to Tolken Select to search for an interpreter or translator for the assignment.
- Assignment: An assignment from the client to Tolken Select to have interpreter or translation services performed by an interpreter or translator.
- Agreement: Meaning all agreements to be concluded with us for providing interpretation or translation services.
Article 2. Applicability of these conditions
- These terms and conditions apply to all offers / quotes (including appendices), rates, and agreements between Tolken Select, the client, and the contractor.
- Tolken Select does not accept general terms and conditions issued by the interpreter or translator. Unless confirmed in writing by Tolken Select, such general terms and conditions do not apply.
- Additions or changes to the agreement concluded with us, these general terms and conditions, and acceptance of the general terms and conditions of the client can only be made legally by written consent (e-mail included) on our part.
Article 3. Offers and conclusion of the agreement
- All our offers and/or quotes (including appendices) as well as rates are issued by us verbally or in writing and are without obligation. Even if our offer has a term for acceptance, the offer can be withdrawn by us before the stated term expires.
- All our offers are based on the execution of the agreement by an interpreter or translator engaged by us, under normal circumstances, and during working hours to be agreed with the client.
- An agreement to produce a translation will not be concluded until we have definitively accepted it after inspecting the text to be translated.
- Details of the assignment, which are necessary for an interpreter or translator to assess whether he/she can accept an assignment, are passed on to Tolken Select by the client before the assignment agreement is concluded.
- An assignment with the contractor is established when Tolken Select has sent an assignment confirmation. If the assignment concerns an ad-hoc application, the assignment confirmation is oral, with the written confirmation sent by e-mail afterwards.
- The agreement is concluded after the client has accepted our offer and we subsequently indicated that we definitively accept the order, which always takes place subject to the availability of interpreters or translators.
- The agreement is only concluded through our final acceptance. Before that acceptance we can always withdraw our offer, even if the client has already indicated that he accepts the offer.
- The foregoing also applies if the client gives us an assignment without an offer from us having preceded it.
- If an acceptance by the client deviates from our offer, this will count as a new offer from the client and as a rejection of our offer, even if there is only a deviation on minor points.
- We may consider our client the person who gave the assignment to us, unless he explicitly indicated that he was acting on behalf of, in the name of, and for the account of a third party and provided the name and address of this third party at the same time.
- If we have reasonable doubts as to whether the client will be able to meet its payment obligations, we are entitled, before commencing execution of the order or the continuation thereof, to demand sufficient security from the client regarding its payment obligation.
Article 4. Registration Kamer van Koophandel (Chamber of Commerce)
- The contractor must be registered as an entrepreneur with the Kamer van Koophandel (Chamber of Commerce) before and during the entire duration of the contract.
- If the contractor acts as a Zelfstandige Zonder Personeel (freelancer without personnel), he must comply with the applicable regulations during the entire course of the assignment.
Article 5. Changes to and cancellation of assignments
- If the client makes changes or additions (other than minor ones at our discretion) after the conclusion of the agreement, we reserve the right to adjust the term(s) or the agreed price, or to reject the proposed changes.
- Any changes to the agreed conditions of the assignment submitted after the agreement has been made will only take effect after written acceptance and confirmation by us.
- If a commissioned assignment is withdrawn (prematurely) by the client, the client must pay the fee as determined in the rate overview in the quote. Any work that has already been produced will be made available to the client.
- Cancellations by the interpreter or translator must be made to Tolken Select at least one full working day before the start of the assignment.
- After agreement and written confirmation, the cancellation fee for interpreters is 25% of the offered amount. The cancellation fee for interpreters who are canceled 90 to 60 working days prior to the interpreting service is 35%, between 60 to 30 working days it’s 50%, between 30 to 15 working days it’s 75%, and if less than 15 working days it’s 100%; unless agreed otherwise in writing between the parties.
- After written confirmation and agreement, the cancellation fee for technical support and equipment is 100%; unless agreed otherwise in writing between the parties.
Article 6. Penalty clause at no-show
- An interpreter or translator who is unable to perform or cancels an assignment within one working day before the commencement of the assignment must make this no-show or cancellation known to Tolken Select immediately. The interpreter / translator will inform Tolken Select about the reason of his cancellation. Tolken Select is forced to pass on the incurred costs for mediation to the person responsible for the no-show.
- If the interpreter or translator does not comply with the assignment given by or on behalf of Tolken Select and has not made this known to Tolken Select, a fine of € 240 will be imposed per case.
Article 7. Execution of the assignment
- When performing interpreting and translation services, we strive for the best possible execution of the work. The assignment is carried out by using an independently operating and qualified translator or interpreter. The assignment will be carried out to the best of our knowledge and ability and with the necessary expertise. However, we cannot guarantee the achievement of any intended result.
- If the client specifically requires certain terminology to be used, especially those that are preferred within his company or organization, he must explicitly state this when giving the assignment. A list of preferred terminology will be provided to us.
- At our request the client is obliged to provide a substantive explanation of the assignment to be carried out and, if available, to provide relevant (other) documentation and (important) terminology.
- Sending information and the content of said information is always for the account and risk of the client.
- We are obliged to comply with timely written information and reasonable instructions regarding the execution of the interpreting or translation work. This only applies insofar our independence is not at stake. We are not obliged to have translation work performed exclusively by sworn translators, nor are we obliged to have our services performed exclusively by (provisionally) certified interpreters or translators.
- In the case of a written translation the client must ensure that the text is legible. If this is not possible, we are free to charge a higher rate.
- The client must ensure normal and good conditions under which the interpretation services must be provided at his or other location. In any case, the client must ensure that the circumstances meet the requirements set by legislation in the context of working conditions.
- The client is expected to check the accuracy of essential subjects in a translation, such as amounts of money, values, technical terms, and medical terms.
- The client is obliged to timely provide Tolken Select with all information the interpreter will need in order to perform the assignment as well as possible.
- The client must ensure that the persons or institutions for whom the interpretation will take place are informed in good time that an interpreter will be coming.
- The client is responsible for all possible circumstances and provisions that may improve the quality of interpretation.
- The client is obliged to confirm in writing the services provided by the interpreter. He/she does this by signing the “Opdrachtbevestiging tolk/vertaler” (Order confirmation interpreter/translator). This form has been prepared by Tolken Select and the client signs for the accuracy of the data.
- The interpreter or translator will perform the assignment to the best of his knowledge and ability and in accordance with the requirements of good workmanship.
- The interpreter or translator will observe the instructions of the client as much as possible and within reason.
- The interpreter or translator acts in accordance with the Gedragscode voor tolken/vertalers Wbtv (Code of Conduct for Interpreters/Translators Wbtv) and guarantees the quality and integrity in the implementation of the agreement.
Article 8. Method of service
- An agreed delivery period or completion date is a target period, unless expressly agreed otherwise in writing. As soon as we can establish or expect that timely delivery or completion is not possible, we will immediately inform the client thereof. If we have not agreed a delivery or completion date with the client, we have the right to reasonably determine the time within which the agreement must be executed. A stated date or period is never a strict deadline. The client is always obliged to give us a notice of default and to allow us a reasonable period of time to comply.
- In the event of an attributable exceeding of the explicitly agreed delivery period or completion date, the client is entitled to unilaterally terminate the agreement, provided that the execution can no longer reasonably be expected to wait. In that case we are not obliged to pay any compensation. This dissolution does not affect the client’s obligation to pay for the part of the assignment that has already been carried out.
- In the event that the agreement is amended, we always have the right to reasonably extend the agreed delivery period or completion date without further notice.
- We will immediately inform the client of the completion of the work.
- The delivery of a manufactured translation is deemed to have taken place at the time of sending. The time of dispatch is considered to be the time of delivery, the delivery to a courier, or, in the case of electronic dispatch (fax, e-mail, modem, ftp, etc.), the moment at which the medium has completed the dispatch.
- We deliver a manufactured translation in the manner agreed with us. If we deliver a manufactured translation digitally, it will be delivered once without warranty and without obligation of replacement. We are never liable for damage resulting from the use of (digital) information carriers provided by us, or for damage (including virus transmission) caused by the client’s medium.
- We are not obliged to deliver the translation work in parts, unless otherwise agreed in writing.
- In connection with the implementation of the agreement, the client is obliged to do all that is reasonably necessary or desirable to enable timely delivery by us.
- The client is obliged to fully cooperate with our delivery of the work performed under the agreement. The client will also be in default if he refuses to accept the performance, in which case the provisions of Article 13 (Payment) apply accordingly.
Article 9. Complaints
- In the event of a complaint, our complaints procedure will take effect. The contents of the complaints procedure will be communicated to the client within the specified period. Complaints must always be reported as soon as possible after discovery. Making and submitting a complaint does not relieve the client of his payment obligation.
- If a complaint concerns a sworn interpreter or translator who is on the Rbtv list or on the Uitwijklijst (Alternative List), Tolken Select will also submit the complaint to the Bureau Wbtv. Anyone can submit a complaint to Bureau Wbtv about the way in which a (sworn) interpreter or translator has behaved towards him or another.
- If the complaint concerns an invoice issued by us, it must be submitted within two weeks of the invoice date. If the complaint concerns an interpretation service, this must be reported to us within five working days after the interpretation service. If the complaint concerns a translation, the client must report objective errors in the translation to us within five working days after delivery of the translation work. These objective errors in the translation will be corrected by us free of charge. If errors are passed on afterwards, we will no longer correct them free of charge.
- Complaints and claims concerning a translation will not be honored if they are the result of ambiguity of the text to be translated.
- Complaints about invoices can be submitted to our finance department. Complaints about our services or the executive interpreter or translator can be submitted to the relationship management department.
- If the complaint is justified, we will improve or replace the delivered goods within a reasonable time if possible. If we cannot reasonably meet the desire for improvement or replacement of the service (anymore), we can grant a reduction on the price.
- The client’s right to submit complaints expires if the client has edited the part of the delivered text to which the complaint relates to, has had it edited, or has subsequently sent the delivered text to a third party.
Article 10. Confidentiality
- We are obliged to maintain the confidentiality of all confidential information that comes to our knowledge in connection with the implementation of the agreement. We will oblige our employees to confidentiality. The interpreters and translators engaged by us are also reminded of their duty to maintain strict confidentiality with regard to information obtained. However, we cannot be held liable for the unexpected violation of the obligation of confidentiality by those third parties.
Article 11. Intellectual Property / Copyright
- Unless expressly agreed otherwise in writing, the copyrights to the translations produced will be transferred to the client at the moment he has fully complied with all his financial and other obligations with regard to the assignment concerned.
- The client safeguards us against claims from third parties for alleged infringement of property, patent, copyright, or other intellectual property rights in connection with the implementation of the agreement.
Article 12. Price, Rates
- The prices and/or rates quoted by us do not include turnover tax and any other government charges that fall on the implementation of the agreement and are based on implementation of the agreement under normal circumstances and during normal office hours.
- The prices and/or rates quoted by us apply exclusively to the implementation of the agreement in accordance with our offer and/or the content of the agreement. In the event of changes in the implementation of the agreement, we are entitled to charge these changes in accordance with our usual rate. We are entitled to increase the agreed price if the client provides additional laborious text, unclear copy, inadequate computer software, and/or data files that require more work or costs than we could reasonably expect when entering into the agreement. The above list is not exhaustive.
- The prices and/or rates relate to the reserved time and the extra worked time rounded up in time units of 15 minutes.
- All travel, accommodation, and other expenses are for the account of the client, unless otherwise agreed with us in writing.
- The prices and/or rates mentioned under section 1 can be increased annually.
Article 13. Payment
- Unless otherwise agreed with us in writing, payment must be made without any discount and/or deduction and/or compensation. Suspension of payment due to an alleged (counter) claim is not permitted. Payment must be made by transfer to our giro or bank account in the currency stated on the invoice.
- Payment must be made within thirty days of the invoice date, unless agreed otherwise in writing.
- In the event of late payment, the client is immediately and without notice in default, in which case the client will owe statutory interest on the invoice amount from the date of default until the moment of full reimbursement. At that time we are also entitled, without further notice of default, to charge all costs, both extrajudicial and judicial. The extrajudicial costs amount to a minimum of 15% of the outstanding principal with a minimum of € 75.00 per invoice.
- The payments made by the client always serve to settle all interest, costs, and payable invoices that have been outstanding the longest; even if the client states that the payment relates to a later invoice.
- We are always entitled to demand a part of the price for the implementation of the agreement in advance. If the client is not prepared to pay part of the amounts in advance, we are entitled to suspend our work after we have given the client written notice to pay part of the price in advance. Subsequently, any agreed term within which a service or part of the implementation of the agreement would be ready, expires. In the event that the client does not pay us due amounts within the specified payment period, we are entitled to immediately suspend our services and/or work without further notice of default. We have the right to save completed parts and to exercise the right of retention on all matters to which the execution of the agreement relates and which we have among us.
Article 14. Liability
- We are liable vis-à-vis the client for an attributable shortcoming in the performance of the assignment, insofar as the shortcoming consists in not observing the care and expertise that can be relied upon in the performance of the assignment. However, we are not liable for:
- damage suffered by the client or third parties that results from the provision of incorrect and/or incomplete data to us, or information by or on behalf of the client;
- damage suffered by the client or third parties as a result of an act or omission of third parties engaged by us (own staff excluded);
- consequential damage suffered by the client or third parties, including business damage, indirect damage, delay damage, loss of profit;
- claims from the client or third parties that arise from ambiguities in texts or sentences.
- Our liability for a shortcoming in the execution of the work as well as for an unlawful act is limited to once the amount that the client has paid us as a fee (excluding sales tax) and/or still owes us for the work on which the event causing the damage relates to.
- Insofar as our work relates to communication between the client and a third party (i.e. patient, client) regarding or in connection with the physical situation of the patient, we make every effort to perform our work as well as possible, but we disclaim any liability for personal injury in relation to the aforementioned activities. The assessment of whether (the use of) a text to be translated or edited — or the translation or editing thereof — entails certain risks of personal injury, remains entirely at the expense and risk of the client. Insofar as we would still be liable for damage caused by death or personal injury, our liability is limited to the amount that is paid out on the basis of the relevant insurance contract concluded by us.
- The client is obliged to safeguard us against claims from third parties arising from or related to our work for the client.
- We are not liable for damage or loss of documents, information, or data carriers made available for the implementation of the agreement. We are also not liable for costs or damage arising as a result of the use of information technology and modern telecommunication means, or as a result of the transport or transmission of information (carriers) or the presence of computer viruses in the files or information carriers supplied by us.
- Our liability is in all cases limited to an amount of €45,000 per event or per related series of events per year.
Article 15. Force majeure
- In the event that we are wholly or partially unable to perform the agreement due to force majeure or if we are delayed in any way, the client must, without being able to claim compensation, leave us the choice to terminate the agreement ourselves or to set a reasonable period within which we will fulfill our obligations. The client has the right to terminate the agreement after having given us notice of default. The client is obliged to give us at least a period of two weeks to let us know about it.
- Force majeure on our part also includes any circumstances beyond our control that prevent the normal performance of the agreement. Circumstances that give rise to force majeure are, for example, the inability to carry out the assignment because of the interruption of interpreters and translators we have engaged in, as well as the inability of ourselves as a result of illness, strikes, disruptions of energy supplies, traffic disorders, transport and mail disruptions and/or or telecommunications.
Article 16. Dissolution
- If the client does not (not in time or not properly, despite a reasonable term stated therein) meet any (payment) obligation arising from any agreement concluded with us, as well as in the event of a deferment of payment, bankruptcy, curatorial order, dissolution of the client/legal person or liquidation of the client’s company, or debt restructuring of natural persons is declared applicable, we will be entitled to terminate the agreement or part thereof without notice of default, without judicial intervention, and without us owing any compensation to the client. We can then demand immediate payment of the amount due to us.
Article 17. Data Privacy
- Tolken Select Nederland B.V., hereinafter Tolken Select, works according to the Algemene Verordening Gegevensbescherming (General Data Protection Regulation, AVG) and only collects personal data for which there’s a base for processing.
- Before the client issues an interpretation and/or translation assignment, Tolken Select only processes the personal data that is necessary for sending a quote.
- The quote is the latest point at which the client will be requested to classify the interpretation and/or translation assignment into one of the following categories:Category 1: high risk
Type: The assignment contains personal data that is of a highly sensitive nature, such as criminal data and medical data.
Group: limited to the actual translator and a person within Tolken Select.
- very limited viewing rights
- storage is made anonymous or pseudonymised
- maintaining a strict retention period
- processing exclusively within the European Economic Area (EEA)
Category 2: medium risk
Type: The assignment contains personal data of a sensitive nature that is classified by law as special personal data, with the exception of medical data or relating to a person who is known or relates to a person or dispute that may cause consternation in society.
Group: limited to a small group of up to 5 people, all based on need-to-know
- limited viewing rights
- storage does not have to be made anonymous or pseudonymised, but is allowed
- enforced retention period
- processing exclusively within the EEA and countries with an adequacy decision
Category 3: normal risk
Type: The assignment contains personal data such as name, address, place of residence.
Group: limited to a group within Tolken Select and the actual translator
- viewing rights not secured internally
- storage takes place normally
- enforced retention period
- processing is allowed worldwide within the framework of the Algemene verordening gegevensbescherming (General Data Protection Regulation, AVG)
- The costs of the interpreting and/or translation assignment partly depend on the choices that the client makes in advance, such as
- the category classification;
- the request to anonymize or pseudonymize the personal data;
- different retention periods;
- return or destruction of personal data.
- Tolken Select ensures that its employees are aware of the AVG-compliant working with your personal data through continuous education. Moreover, Tolken Select has included strict confidentiality and fines in the contracts with the employees who work with your personal data.
- Tolken Select also ensures that they take the appropriate technical measures and keep these up-to-date to protect your personal data adequately.
- Tolken Select checks the third parties it engages for compliance with the AVG and, if required, provides additional guarantees to ensure the security of your personal data.
- Tolken Select does not share your personal data with foreign parties, unless they are legally obliged to do so or when you grant permission to perform an interpreting and/or translation assignment abroad.
- Clients can exercise their rights under the AVG via the Rights of Data Subject Form. Tolken Select strives to process every request within four weeks.Datalek
- If, despite all of Tolken Select’s care, your personal data is lost or accessed by unauthorized persons (data breach), Tolken Select will inform you of this quickly, but within the period agreed by the parties.
- Tolken Select will endeavor to minimize damage caused by the data breach and to reverse it if possible.
- Upon request, Tolken Select will assist the client in reporting a data breach to the Autoriteit Persoonsgegevens (Dutch Data Protection Authority) and possibly to those involved.
- A data breach does not relieve the client of their obligations under the agreement with Tolken Select, unless the client can demonstrate or make it plausible that there has been a serious fault or negligence on the part of Tolken Select.
- Tolken Select will not store your personal data for longer than necessary for the execution of the interpreting and/or translation assignment agreed between the parties, unless the client gives permission for a longer retention period.
- Tolken Select will not store your personal data for longer than necessary for the execution of the interpreting and/or translation assignment agreed between the parties, unless legal provisions make a longer retention period mandatory.
Article 18. Dispute settlement
- Dutch law applies to all agreements.
- Proceedings with the court are not possible until the complaints procedure in Article 9 has been settled.
Article 19. Location and change of conditions
- You can always read and download these conditions on the website of Tolken Select: www.tolkenselect.nl
- Tolken Select is entitled to change the clauses of these general terms and conditions. A change to these conditions applies from the day of deposit at the Chamber of Commerce Almere or applies from the day that Tolken Select has notified the client thereof.
Article 20. Final provision
- The invalidity of parts of the conditions does not affect the validity of other conditions.
Tolken Select Nederland B.V.
Gildenveld 30-f, 3892 DH Zeewolde
Postbus 1260, 3890 BB Zeewolde
Tel: 088-0600 300
Bank ABN-AMRO: NL29ABNA0497512068
BTW number: 822518077B01