Terms and Conditions

Article 1 – Definitions

In these terms and conditions, the following definitions apply:

• ‘consumer’: a counterparty who is a natural person and does not act in the exercise of a business or profession;

-‘Translation work’, ‘Editing work’, ‘Proofreading’, ‘Interpreting work’, ‘DTP work’, ‘(SEO) Copywriting’, ‘Localisation work’, ‘Voice-over work’, ‘Transcription work’.

Article 2 – Applicability of these terms

These terms apply to every offer and every agreement between Ecrivus International, hereinafter referred to as ‘Ecrivus’, and a client, to which Ecrivus has declared these terms applicable, insofar as the parties have not expressly deviated from these terms in writing.

Article 3 – Quotations

1. 3.1 The quotations made by Ecrivus are without obligation.

1. 3.2 The prices stated in a quotation are exclusive of VAT, unless stated otherwise.

1. 3.3 If the client agrees to a quotation offered by Ecrivus, whether in writing or verbally, the following applies: if, during the preparation phase or start-up phase of the project, Ecrivus establishes that it cannot carry out the quoted services due to unforeseen circumstances, including but not limited to a quotation priced too low, a shortage of qualitatively competent suppliers for the relevant assignment, or because the delivery period agreed in advance proves to be unrealistic during the start-up phase, Ecrivus shall nevertheless have the right to dissolve the quotation or agreement with immediate effect, in which case it further applies that the client indemnifies Ecrivus against any damage that the client may possibly suffer as a result.

Article 4 – Performance of the agreement

1. 4.1 Ecrivus shall perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. Where possible, an effort will be made to preserve the original formatting or layout of the document to be translated.

1. 4.2 If and insofar as the proper performance of the agreement so requires, Ecrivus has the right to have certain work carried out by third parties.

1. 4.3 The client shall ensure that all data of which Ecrivus indicates that it is necessary, or of which the client should reasonably understand that it is necessary for the performance of the agreement, is provided to Ecrivus in good time. If the data required for the performance of the agreement is not provided to Ecrivus in good time, Ecrivus has the right to suspend the performance of the agreement and/or to charge the client the additional costs arising from the delay at the usual rates.

1. 4.4 Ecrivus is not liable for damage, of whatever nature, arising because Ecrivus relied on incorrect and/or incomplete data provided by the client, unless this incorrectness or incompleteness should have been apparent to it. In particular, Ecrivus is not liable for the loss of the original formatting or layout of the document to be translated, unless its preservation was expressly agreed in writing when the assignment was given.

1. 4.5 If it has been agreed that the agreement will be performed in phases, Ecrivus may suspend the performance of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

Article 5 – Term of the contract; performance period

An agreed period for performance is not a strict deadline, unless expressly agreed otherwise. In the event of the performance period being exceeded, the client must therefore give Ecrivus notice of default in writing.

Article 6 – Amendment of the agreement

1. 6.1 If, during the performance of the agreement, it appears that, for proper performance, it is necessary to amend or supplement the work to be carried out, the parties shall amend the agreement accordingly in good time and by mutual agreement.

1. 6.2 If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be affected as a result. Ecrivus shall inform the client of this as soon as possible.

1. 6.3 If the amendment of or supplement to the agreement has financial and/or qualitative consequences, Ecrivus shall inform the client about this in advance. If a fixed fee has been agreed, Ecrivus shall indicate to what extent the amendment of or supplement to the agreement results in this fee being exceeded.

1. 6.4 By way of derogation from paragraph 3, Ecrivus shall not be able to charge additional costs if the amendment or supplement is the result of circumstances that can be attributed to it.

Article 7 – Confidentiality

Both parties are obliged to maintain confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is deemed confidential if this has been communicated by the other party or if this arises from the nature of the information.

Article 8 – Intellectual property

1. 8.1 Without prejudice to the provisions of Article 7 (Confidentiality) of these terms, Ecrivus reserves the rights and powers to which it is entitled under the Dutch Copyright Act (Auteurswet).

1. 8.2 All documents provided by Ecrivus, such as reports, advice, designs, sketches, drawings, software, etc., are intended solely for use by the client and may not be reproduced, made public, or brought to the knowledge of third parties by the client without the prior consent of Ecrivus.

1. 8.3 Ecrivus also reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is thereby brought to the knowledge of third parties.

Article 9 – Termination

1. 9.1 Both parties may only terminate the agreement in writing on the grounds of compelling reasons as referred to in Article 7:408 paragraph 2 of the Dutch Civil Code (Burgerlijk Wetboek).

1. 9.2 In the event of interim termination on the grounds of compelling reasons, the client owes a reasonably determined portion of the fee, in accordance with the provisions of Article 7:411 of the Dutch Civil Code.

Article 10 – Dissolution of the agreement

The claims of Ecrivus against the client are immediately due and payable in the following cases:

• circumstances that come to the knowledge of Ecrivus after the conclusion of the agreement give Ecrivus good grounds to fear that the client will not fulfil its obligations;

• if Ecrivus asked the client, upon concluding the agreement, to provide security for performance and this security is not provided or is insufficient.

In the cases mentioned, Ecrivus is entitled to suspend the further performance of the agreement, or to proceed with dissolution of the agreement, all without prejudice to the right of Ecrivus to claim compensation.

If circumstances arise with respect to persons and/or materials of which Ecrivus makes use, or is accustomed to make use, in the performance of the agreement, which are of such a nature that performance of the agreement becomes impossible or so onerous and/or disproportionately expensive that compliance with the agreement can no longer reasonably be required, Ecrivus is entitled to dissolve the agreement.

Article 11 – Defects; complaint periods

1. 11.1 Complaints about the work carried out must be reported by the client to Ecrivus in writing within 7 days of discovery, but no later than within 14 days of completion of the relevant work.

1. 11.2 If the complaint relates to the quality of the work carried out, the work delivered will be proofread, at the expense of the party in the wrong, by a proofreader to be appointed by Ecrivus. Should the client's complaint therefore be assessed as unfounded by the proofreader, the costs of the proofreader shall be for the account of the client; otherwise, for the account of Ecrivus.

1. 11.3 If a complaint is well-founded, Ecrivus shall still carry out the work as agreed, unless this has meanwhile become pointless for the client. The client must make the latter known. If carrying out the agreed services is no longer possible or meaningful, Ecrivus shall only be liable within the limits of Article 15 (Liability).

1. 11.4 Even if the client submits a complaint in good time, its obligation to pay shall continue to exist.

Article 12 – Fee

1. 12.1 For offers and agreements in which a fixed fee is offered or agreed, paragraphs 2, 6 and 7 of this article apply. If no fixed fee is agreed, paragraphs 3-7 of this article apply.

1. 12.2 At the time of concluding the agreement, the parties may agree on a fixed fee. The fixed fee is exclusive of VAT and any disbursements.

1. 12.3 If no fixed fee is agreed, the fee shall be determined on the basis of hours actually spent. The fee is calculated according to the usual hourly rates of Ecrivus, applicable for the period in which the work is carried out, unless a different hourly rate has been agreed.

1. 12.4 Any cost estimates are exclusive of VAT and any disbursements.

1. 12.5 For assignments with a duration of more than one month, the costs owed shall be invoiced periodically.

1. 12.6 If Ecrivus agrees a fixed fee or hourly rate with the client, Ecrivus is nevertheless entitled to increase this fee or rate. In particular, Ecrivus may pass on increases in the costs of third parties. Such an increase can only be charged to the client if it has been communicated to it before the effective date.

1. 12.7 If the increase amounts to more than 10%, the client has the right to terminate the agreement with immediate effect.

Article 13 – Payment

1. 13.1 Payment must be made within 30 days of the invoice date, either by means of legal tender at the office of Ecrivus or by transfer of the amount owed to bank account no. 123642612 (Rabobank Nuth) in the name of Ecrivus International in Maastricht-Airport. After the expiry of 30 days from the invoice date, the client is in default by operation of law, without any notice of default being required; from the moment of default, the client owes interest on the amount due at the statutory (commercial) rate + 2%.

1. 13.2 In the event of liquidation, bankruptcy or suspension of payment of the client, the obligations of the client shall be immediately due and payable.

1. 13.3 Payments made by the client shall always serve first to settle all interest and costs owed, and secondly the due and payable invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

1. 13.4 Payment must be made without discount or set-off.

Article 14 – Collection costs

1. 14.1 If the client is in default or fails to fulfil one or more of its obligations, all reasonable extrajudicial costs of obtaining payment shall be for the account of the client. In any case, the client owes:

• over the first Euro 2,950 15%
• over the excess up to Euro 5,900 10%
• over the excess up to Euro 14,748 8%
• over the excess up to Euro 58,990 5%
• over the further excess 3%

If Ecrivus demonstrates that it has incurred higher costs that were reasonably necessary, these too qualify for reimbursement.

1. 14.2 The client owes Ecrivus the legal costs incurred by Ecrivus in all instances, except insofar as the client demonstrates that these are unreasonably high. This only applies if Ecrivus and the client conduct legal proceedings with respect to an agreement to which these terms and conditions apply and a court judgment becomes final and conclusive (res judicata) in which the client is found to be wholly or predominantly in the wrong.

Article 15 – Liability

1. 15.1 Ecrivus is never liable for damage arising from the choice of the method of dispatch of the results of the assignment, as a result of which these results arrive late, incorrectly or in a corrupted state with the client.

1. 15.2 The liability of Ecrivus is at all times limited to the amount of the fee owed; in the case of assignments with a longer duration, further limited to the portion of the fee owed over the last six months.

1. 15.3 The limitations of liability contained in these terms do not apply if the damage is due to intent or gross negligence on the part of Ecrivus or its managerial subordinates.

Article 16 – Force majeure

1. 16.1 Force majeure is understood to mean circumstances that prevent the fulfilment of the obligation and that cannot be attributed to Ecrivus.

This shall also include (if and insofar as these circumstances make fulfilment impossible or unreasonably difficult): strikes in companies other than that of Ecrivus, wildcat strikes or political strikes in the company of Ecrivus; a general shortage of necessary raw materials and other goods or services needed to bring about the agreed performance; unforeseeable stagnation at suppliers or other third parties on which Ecrivus is dependent, and general transport problems.

1. 16.2 Ecrivus also has the right to invoke force majeure if the circumstance preventing (further) fulfilment occurs after Ecrivus should have fulfilled its obligation.

1. 16.3 During force majeure, the obligations of Ecrivus are suspended. If the period in which fulfilment of the obligations by Ecrivus is not possible due to force majeure lasts longer than 3 months, both parties are entitled to dissolve the agreement, in which case there is no obligation to pay compensation.

1. 16.4 If, at the onset of the force majeure, Ecrivus has already partially fulfilled its obligations, or can fulfil its obligations only partially, it is entitled to invoice the part already performed or capable of being performed separately, and the client is obliged to pay this invoice as if it concerned a separate contract. This does not apply, however, if the part already performed or capable of being performed has no independent value.

Article 17 – Settlement of disputes

1. 17.1 By way of derogation from the statutory rules on the jurisdiction of the civil court, any dispute between the client and Ecrivus shall, where the court has jurisdiction, be settled by the District Court (Rechtbank) in Maastricht. However, Ecrivus remains entitled to summon the client before the court having jurisdiction according to the law or the applicable international treaty.

1. 17.2 If the client is a consumer or if three or fewer than three persons work in its business or practice (including the client itself), it has the right, for a period of one month after Ecrivus has invoked this provision in writing, to opt for settlement of the dispute by the civil court having jurisdiction according to the law.

Article 18 – Applicable law

Dutch law applies to every agreement between Ecrivus and the client.

Article 19 – Amendment of the terms

Ecrivus is entitled to make amendments to these terms. These amendments take effect at the announced time of entry into force. Ecrivus shall send the amended terms to the client in good time. If no time of entry into force has been communicated, amendments take effect vis-à-vis the client as soon as the amendment has been communicated to it.

Additional applicability

These terms and conditions also apply to all services and agreements offered under other trade names, labels and domain names of Ecrivus International VOF, including but not limited to ecrivus.nl, ecrivus-multimedia.nl, ecrivus.be, ecrivus.de, ecrivus.fr, ecrivus.com, zeldzamevertalingen.nl and beedigdevertalingonline.nl.