Terms & Conditions for customers

General Terms and Conditions of Fairlingo

Definition

In these General Terms and Conditions ‘the Translation Company’ shall be understood to mean: Fairlingo, with registered office at Piet Heinstraat 1, 7511 JE Enschede.

Article 1 - General

These General Terms and Conditions shall govern the legal relationship between the Translation Company and the Client, and shall supersede any (general) terms and conditions of the Client, unless the Translation Company approves the applicability of such terms and conditions in writing.
These General Terms and Conditions may be changed at any time by the Translation Company. It is the sole responsibility of the Client to check, from time to time, the current version of the General Terms and Conditions.
When the Client registers on the website, an individual profile is created. This profile may include, but is not limited to, what is generally known as “personally identifiable information”, such as the Client’s username and email address, and other general information the Client wishes to disclose.
Upon successful registration, the Client becomes a member of the website (a “Member”), and for as long as the Client remains a Member, the Client agrees to comply with these General Terms and Conditions. If the Client visits the website but does not register as a Member, the Client is still obligated under some of these General Terms and Conditions.
The Translation Company or the Client may terminate the Client’s membership at any time and for any reason whatsoever, effective upon sending written notice to the other party by email. Such termination by the Translation Company takes effect at the moment of sending a notice to the email address provided by the Client during registration, or to any other email address provided by the Client to the Translation Company. If the Client sends a notice of termination to the Translation Company, this termination will be processed within 7 days. The Client’s membership shall terminate without obligation on the part of the Translation Company to make a payment, rebate or refund. The Translation Company reserves the right to suspend or terminate the Client’s membership at any time, without notice, if the Client breaches these General Terms and Conditions.
The Translation Company assumes no responsibility whatsoever for the Client’s use of the website and/or services. The Client’s membership is for the Client’s sole, personal use, the Client may not distribute its username and password for others to use the services in the Client’s name.

Article 2 - Quotations, conclusion of contracts

General quotations and estimates provided by the Translation Company shall not entail any commitment.
The Translation Company may at any time revoke or change prices and dates of delivery quoted if it has not had the opportunity - prior to quoting such details - to view the entire text to be translated or edited. The Client’s oral or written acceptance of the quotation submitted by the Translation Company or, if no quotation is submitted, confirmation by the Translation Company in writing of an order placed by the Client shall constitute a contract.
The Translation Company may consider as a Client any person or entity that has placed an order with the Translation Company, unless said person or entity explicitly states that they are acting on the instructions, on behalf and at the expense of a third party, whose name and address shall be disclosed to the Translation Company at the same time.
Agreements made and assurances given by representatives or personnel of the Translation Company shall not be binding upon the Translation Company unless explicitly confirmed by the Translation Company in writing.
Any reasonable doubt on the part of the Translation Company about the Client’s ability to pay shall entitle the Translation Company to require the Client to provide sufficient security before the Translation Company commences or continues to execute an order.

Article 3 - Changes to or cancellation of orders

Any major changes made by the Client to an order after a contract has been concluded shall entitle the Translation Company either to modify the price and/or the date of delivery agreed or to refuse to execute the order. In the latter case, the Client shall be required to pay for the work already performed, and the provisions stipulated in clause 3.3 shall apply by analogy.
Cancellation of an order by the Client shall require the Client to pay in full for the work already performed with respect to that order and, where appropriate, to pay compensation on the basis of an hourly rate for time spent on research for that part of the work not performed. The Translation Company shall make the work performed available to the Client at the latter’s request, but shall accept no responsibility for its quality.
If the Translation Company has earmarked time for executing an order that has been cancelled, it may charge the Client 50% of the agreed price for that part of the work not performed.

Article 4 - Execution of orders and non-disclosure clause

The Translation Company undertakes to carry out orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose specified by the Client for the text(s) to be translated or edited by the Translation Company.
The Translation Company shall keep any information provided by the Client confidential in so far as this is possible in connection with the performance of the contract. The Translation Company shall require its employees to observe this code of confidentiality. However, the Translation Company shall not be liable for any breach of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.
Unless explicitly agreed otherwise, the Translation Company shall be entitled to hire third parties to carry out the order (in full or in part), without prejudice to the Translation Company’s responsibility for the confidential treatment and proper execution of the order. The Translation Company shall require any such third party to observe this code of confidentiality. However, the Translation Company shall not be liable for any breach of confidentiality by such third parties if it can sufficiently demonstrate that it was unable to prevent the same.
As far as possible, the Client shall honour any request for information by the Translation Company about the content of the text to be translated, as well as requests for relevant documentation and lists of terms if such are available. Such information and documentation shall be dispatched at the Client’s expense and risk.

Article 5 - Agreed date and time of delivery

The agreed date of delivery shall be provisional, unless an explicit written agreement stipulates otherwise. The Translation Company shall notify the Client immediately if it perceives that it will be unable to meet an agreed deadline.
If a fixed delivery date is specifically agreed in writing and if the Translation Company fails to meet it for reasons other than circumstances beyond its control, and if the Client cannot reasonably be expected to accept any further delay, the Client shall be entitled to cancel the contract unilaterally. In such cases, however, the Translation Company shall not be required to pay any compensation whatsoever. Such cancellation shall not affect the obligation on the part of the Client to pay for the work already performed.
Delivery shall be deemed to have taken place at the moment when the text is dispatched. The moment when the text is posted, handed to a courier or - if the text is transmitted electronically (by fax, e-mail, modem, FTP etc) - the moment when the medium completes the transmission shall count as the time of dispatch.
The Client shall do whatever may reasonably be necessary for or conducive to prompt delivery by the Translation Company of work performed under the contract.
The Client shall do everything in its power to facilitate delivery of the product by the Translation Company under the contract. Any refusal to accept the Translation Company’s product shall constitute default on the part of the Client, and the provisions of clause 6.5 shall apply accordingly, even if no explicit request for acceptance has been made.
The Translation Company may deliver by instalments in such quantities as it may reasonably decide; such instalments shall be separate obligations, and no breach in respect of one or more of these shall entitle the Client to cancel any other instalments or repudiate this Agreement as a whole.

Article 6 - Prices and payment

Prices shall generally be based on the Translation Company’s current rate (per hour or per word), unless agreed otherwise. In addition, the Translation Company may charge the Client for any out-of-pocket expenses incurred in the execution of the order. The Translation Company shall be free to charge a minimum rate for each language pair.
Quoted prices shall apply only to services and products conforming to agreed specifications.
The Translation Company shall be entitled to raise the agreed price if it is forced to perform more work or incur more costs than might reasonably have been foreseen on conclusion of the contract as a result of having to work with laborious, time-consuming or unclear texts, for example, or faulty files or software supplied by the Client. This list of examples is not exhaustive.
All prices are quoted exclusive of VAT.
Payment for products supplied or services rendered under the contract shall be due 30 calendar days after the invoice date (or within such other term as the Translation Company shall set in writing). Payment shall be net and in full - without any discount, set-off or deferral - in the currency invoiced. If payment is not made by the due date, the Client shall be in default - immediately and without notice of default being required - and shall owe the statutory interest due on the invoice amount, plus two percentage points, from the due date until settlement in full.
In the event of late payment by the Client, the Translation Company is entitled to charge extrajudicial collection costs in accordance with the Netherlands Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).

Article 7 - Complaints and disputes

If the quality of the translation is not to the Client’s satisfaction, the Client can have the translation adjusted free of charge within 14 days. The Client shall be required to notify the Translation Company in writing of any complaints about the product supplied or service rendered by the Translation Company as soon as possible, yet no later than 14 days after the said product is supplied or the said service is rendered. Lodging a complaint shall not release the Client from its payment obligations.
Should the Client query the accuracy of specific passages of the translation supplied by the Translation Company and ask the Translation Company for its comments, and should the Translation Company subsequently be able to demonstrate that the passages in question are not incorrect, the Translation Company shall be entitled to charge the Client in full for the additional time spent on dealing with the query and for any other expenses incurred in this connection.
If the Client does not lodge a complaint within the period specified in clause 7.1 above, the Client shall be deemed to have fully accepted the product supplied or the services rendered by the Translation Company, and complaints shall only be considered if the Translation Company at its sole discretion deems such to be expedient. Any changes made by the Translation Company, at the Client’s request, to any part of the translated or edited text shall in no way constitute an acknowledgement on the part of the Translation Company of supplying an inferior product or rendering an inferior service.
In the case of a valid complaint, the Translation Company shall be allowed a reasonable period of time to improve or substitute the product or service. If the Translation Company in all fairness is unable to make the required improvements or to substitute the product or service, it may grant the Client a discount.
If the Client and the Translation Company prove unable to settle their dispute amicably within a reasonable period of time, they may refer it to the VViN Arbitration Committee within two months once it has become apparent that no settlement will be reached. The dispute shall then be settled by an arbitral tribunal in accordance with the VViN Arbitration Rules (Geschillenreglement VViN). If the Client wishes to submit a dispute for arbitration on the basis of these Arbitration Rules, the Translation Company shall be required to concur in and assist with this procedure. The Arbitration Committee’s decision shall be binding on both parties.
The Client’s right to complain shall lapse if the Client has itself edited or has instructed others to edit the part or parts of the product forming the subject of the complaint, regardless of whether the Client has subsequently supplied the product to a third party or not.

Article 8 - Liability and indemnity

The Translation Company shall exclusively be liable to the Client for any loss or damage directly and demonstrably deriving from shortcomings attributable to the Translation Company. The Translation Company shall under no circumstances be liable for any other forms of loss or damage, such as indirect loss, consequential loss, trading loss, loss caused by delay in performance or loss of profit.
The Translation Company’s liability shall never exceed the invoice value, exclusive of VAT, of the part of the product or service in question, which part has already been invoiced and/or supplied or rendered. The Translation Company’s liability shall never exceed €45,000 per event or per sequence of related events.
Ambiguities in the text to be translated shall release the Translation Company from any liability whatsoever.
The question 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 Company, entails any risk of bodily injury shall be entirely at the Client’s expense and risk.
No liability whatsoever shall be incurred by the Translation Company in respect of damage to or loss of documents, data or data carriers made available to facilitate performance of the contract. Nor shall any liability be incurred by the Translation Company in respect of any costs incurred and/or any loss or damage sustained as a result of (i) the use of information technology and telecommunications media, (ii) the transport or dispatch of data or data carriers, or (iii) the presence of computer viruses in any files or data carriers supplied by the Translation Company.
The Client undertakes to indemnify the Translation Company against any claims by third parties deriving from the use of the product supplied or the services rendered.
The Client similarly undertakes to indemnify the Translation Company against any claims by third parties on account of alleged violation or infringement of property rights, proprietary rights, patent rights, copyrights or any other intellectual property rights in connection with the performance of the contract.
The Translation company cannot guarantee that the layout of the documents and/or files to be translated will remain unaffected after translation. Layout may be affected during the uploading or exporting of the translated documents and/or files.

Article 9 – Privacy Policy

The Translation Company does not pass on the Client’s personally identifiable information to third parties for promotional activity. The Translation Company uses the Client’s personally identifiable information to provide the services on offer. The Client’s contact information is only shown to the translator if said information has been made available before the start of communication with the translator.
The Translation Company uses industry standard efforts, such as firewalls, to safeguard the confidentiality of your personally identifiable information. Usernames and profiles belonging to Clients are not displayed to translators. However, despite the use of industry standard security tools, all security measures are subject to possible circumvention. The Translation Company cannot and does not provide any guarantees regarding the effectiveness of the security it employs or its ability to prevent unlawful access by third parties to information provided by the Client to the Translation Company. The Translation Company cannot and does not guarantee that any personally identifiable information provided to it will not become public under any circumstances. The Client should be aware that all information submitted through the website may potentially be publicly accessible. The Translation Company cannot ensure that your identity, email address, telephone number, work or home address or other personally identifiable information or contact information will not be discovered by other Members or Users using the website.
It is the Client’s responsibility to protect its important and private information. It is mandatory to register with the correct personal data.
To facilitate matching translators with the Client regarding our services, the Translation Company allows the Client to submit content for translation (“Original Works”) and allows translators to preview Original Works on translator project boards before accepting a translation job.
The Translation Company may archive information, including personally identifiable information provided by the Client during the use of the Translation Company’s services and any other aspects of the Translation Company’s website. Such information is stored on servers that are controlled by the Translation Company or by third parties bound by the Translation Company’s commitments made under this Privacy Policy and with whom the Translation Company has a contractual relationship. Archived information will not be erased unless and until the Client deletes their account with the Translation Company, and even then the Translation Company may retain some or all of the Client’s information on back-up files; provided, however, the Translation Company assumes no obligation or guarantee to archive any information and does not guarantee that any archived information will be made available to the Client at a later date.
The following personal/company data is collected by the Translation Company:
First name
Last name
Email address
Country
Source text(s) & their translation(s)
The Translation Company may use the Client’s personally identifiable information and Original Works for auditing, research, and analysis to operate and improve the services the Translation Company offers. The Translation Company will not share the Client’s personally identifiable information with third parties, with the exception of the following:
a. The Translation Company may provide your personally identifiable information to translators or other third parties who have contractually agreed to maintain its confidentiality, for the purposes of providing and improving our services.
b. The Translation Company may be required to disclose Client information pursuant to lawful requests, such as subpoenas or court orders, or in compliance with applicable laws. Additionally, the Translation Company may share account or other information when it believes it is necessary to comply with laws and regulations or to protect the Translation Company’s interests or property. This may include sharing information with other companies, lawyers, agents or government agencies.
c. If the ownership of all or virtually all of the Translation Company or its assets were to change, the Client’s user information would likely be transferred to the new owner(s).
d. The Translation Company may provide access or disclose Original Works in aggregated or decompiled form to third parties having a duty of confidentiality, for the purposes of providing or improving our services.
e. The Translation Company may use the Client’s personally identifiable information to provide the Client with promotional emails or newsletters. The Client may opt out of receiving promotional emails or newsletters from the Translation Company by submitting an unsubscribe request via email to info@Fairlingo.com. The Translation Company will make reasonable efforts to implement unsubscribe requests as soon as possible; however, the Translation Company reserves the right to send the Client certain communications relating to its services, such as service announcements and administrative messages, without offering the opportunity to opt out of receiving them.

Article 10 - Dissolution and force majeure

If the Client fails to meet its obligations, if the Client is declared insolvent or bankrupt or if a petition is filed for the Client’s compulsory liquidation or bankruptcy, if the Client applies for or obtains a moratorium, if the Client is subject to an arrangement under the debt rescheduling regulations for natural persons or if the Client’s company or business is liquidated, the Translation Company shall have the right, without being required to pay any compensation, to dissolve the contract in whole or in part or to suspend performance of the contract. The Translation Company shall in that case be entitled to demand immediate payment of any outstanding amounts.
Should the Translation Company prove unable to meet its obligations due to circumstances beyond its control and risk, it shall be entitled to dissolve the contract without being liable to pay any compensation whatsoever. Such circumstances (force majeure) include, but are not limited to: fire, accidents, illness, strikes, riots, war, terrorist attacks, transport restrictions and delays, government measures, disruption of the services of Internet providers, negligence on the part of suppliers or any other circumstances beyond the Translation Company’s control.
If the Translation Company is compelled by force majeure to discontinue further performance of the contract, it shall retain the right to payment for any work performed up to that moment as well as reimbursement for any costs and out-of-pocket expenses incurred.

Article 11 - Copyright

Barring explicit agreements in writing to the contrary, the copyrights to the translations produced by the Translation Company shall transfer to the Client at such time as the Client has satisfied in full all of its financial and other obligations to the Translation Company in relation to the particular order.
So-called translation memories may be used as an aid in producing translations. To the extent any rights, such as copyrights or database rights, arise from the use of the translation memory, these shall belong to the Translation Company, barring agreements to the contrary.

Article 12 - Governing law

The legal relationship between the Client and the Translation Company shall be governed by Dutch law.
Any disputes in respect of which no binding decision has been given by the VViN Arbitration Committee in accordance with clause 7.5 above shall be submitted for judgment to the competent court at the place where the Translation Company has its office.

Article 13 - Registration

These General Terms and Conditions have been filed with the Enschede Chamber of Commerce (file number 70817782).
Fairlingo is listed in the Trade Register of the Enschede Chamber of Commerce under number 70817782.

The original Dutch text of these General Terms and Conditions shall prevail over versions published in any other language.

A copy of these General Terms and Conditions will be made available upon request free of charge.

Voor publicatie verzekeren dat de NL versie overeen komt met deze, of deze zin aanpassen.