General terms and conditions Courtesie International Business Affairs
Article 1: Definitions
- The following terms have the stated meaning in these general terms and conditions:
contractor: the user of the general terms and conditions, namely Courtesie International Business Affairs;
client: the natural or legal person, who or that instructs the contractor to perform services and/or activities, unless this person has expressly indicated that he/she/it is acting on instructions, in the name and at the expense of a third party, provided that the name and address of this third party is simultaneously provided to the contractor.
Article 2: Applicability of these terms and conditions
- These terms and conditions apply to every quotation, offer, assignment, service and agreement between the contractor and a client to which the contractor has declared these terms and conditions to be applicable, insofar as the parties do not expressly depart from these terms and conditions in writing.
- These terms and conditions also apply to all agreements with the contractor where third parties are involved in the performance of the agreement.
- Any variations from these general terms and conditions are only valid if they have been expressly agreed upon in writing.
- The applicability of any purchasing or other terms and conditions of the client are expressly rejected.
- If one or more provisions of these general terms and conditions become fully or partially invalid or are nullified at any time, the remaining provisions of these general terms and conditions will remain fully applicable. In that case, the contractor and the client will consult in order to agree on new provisions to replace the invalid or nullified provisions, while taking the purpose and essence of the original provisions into consideration if and insofar as possible.
- If there is any uncertainty regarding the interpretation of one or more provisions of these general terms and conditions, the interpretation must take place ‘in the spirit’ of these provisions.
- If a situation arises between the parties that is not provided for in these general terms and conditions, it must be assessed in the spirit of these general terms and conditions.
- If the contractor does not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof are not applicable, or that the contractor would in any way lose the right to require strict compliance with these terms and conditions in other cases.
Article 3: Offers
- All the contractor’s offers are without obligation, unless the offer stipulates a period for acceptance.
- Unless stipulated otherwise, the prices in the aforementioned offers exclude VAT.
Article 4: Performance of the agreement
- The contractor must perform the agreement to the best of its knowledge and ability, in accordance with high standards.
- The contractor will take the client’s instructions into account insofar as it regards these as responsible.
- Unless expressly agreed otherwise, the contractor is entitled to have third parties perform certain activities, notwithstanding its responsibility for the due performance of the agreement.
- The contractor will be entitled to have the agreed activities performed by a third party if circumstances warrant this (e.g. illness).
Article 5: Fee
- Unless the amount of the contractor’s fee has been expressly agreed with the client, the contractor will be entitled to charge the client a fee for its services that is based on prevailing practice in that regard.
- The fee for the services to be performed will be stipulated in the offer.
- The contractor may also charge the client for the expenses associated with the performance of the assignment.
- If the client is of the opinion that the contractor is not reasonably entitled to the fee charged, it must inform the contractor thereof in writing within two weeks of receipt of the invoice. If the client fails to do so within the stipulated period, the right to contest the amount of the fee charged will lapse.
Article 6: Payment
- Unless otherwise agreed, fees and advance payments charged by the contractor are due and payable as soon as the interpretation assignment has been completed. The client’s right to lodge a complaint against the contractor’s invoice will lapse two weeks after the client receives the invoice.
- The contractor’s invoices are payable within 14 days of the invoice date.
- The client will be in default if payment is not made within 14 days of the invoice date. The client will then be liable for interest at 1% per month on the outstanding amount, unless the statutory rate is higher, in which case the statutory rate will apply.
- The amounts owing to the contractor and the obligations of the client towards the contractor will be immediately due and payable in case of the client’s liquidation or bankruptcy or in case of a moratorium on the payment of the client’s debts.
- Payments made by the client will firstly be allocated to all outstanding interest and costs and secondly to the oldest outstanding invoices, even if the client states that the payment relates to a later invoice.
Article 7: Term of contract and completion deadline
- Unless the parties expressly agree otherwise in writing, the agreement is entered into for a fixed period.
- Any deadline agreed within the term of the agreement for the completion of certain activities will never be a strict deadline. If the deadline for completion is exceeded, the client must therefore give the contractor a written notice of default.
Article 8: Termination by the client
- If the contractor is unable to perform its accepted assignment in due time, the client will be entitled to unilaterally withdraw the assignment if it cannot reasonably be expected of the client to wait any longer for the completion thereof.
- If the client terminates the assignment after the contractor has already performed certain services, the client will be liable for compensation to be determined according to the circumstances, unless the client withdraws the assignment for reasons that cannot be attributed to the contractor. In this latter case, the contractor will be entitled to the agreed fee or the fee that would reasonably be due by the client upon the completion of the assignment.
- Once an assignment has been given, the client may not move or cancel it free of charge under any circumstances.
- If an assignment is moved or cancelled, the contractor will charge the fee as follows:
*Cancellation costs of interpretation services and language training courses as a percentage of the quotation price:
6 to 5 working days in advance: 30%
5 to 4 working days in advance: 40%
4 to 3 working days in advance: 50%
3 to 2 working days in advance: 60%
2 to 1 working days in advance: 70%
1 working day in advance or cancellation on the day itself: 100%
*Weekends and Dutch public holidays do not count as working days.
*The definition of a day is 24 hours.
In case of translations, the work that has already been carried out will be charged + 10% extra due to the reserved time. The client will also be obliged to fully reimburse any expenses incurred by the contractor.
Article 9: Suspension and termination of the agreement
- The amounts owing to the contractor will be immediately due and payable in the following cases: – if circumstances come to the attention of the contractor after the conclusion of the agreement which give it good reason to fear that the client will not be able to meet his/her/its obligations; – if the contractor has requested the client to furnish security for the performance of the agreement at the time it was concluded and this security is not forthcoming or is inadequate.
- In the aforementioned cases, the contractor will be entitled to suspend the further performance of the agreement or to terminate the agreement, notwithstanding its right to claim compensation.
- The agreement will terminate automatically and with immediate effect: – at the end of the agreed term of the assignment; – upon the death/dissolution of the contractor; – by mutual agreement; – if the client is declared bankrupt, placed in liquidation or is granted a moratorium on the payment of his/her/its debts; – upon the termination of the agreement as referred to in Article 13 (Breach).
Article 10: Confidentiality
Both parties are bound not to disclose any confidential information that they receive in relation to this agreement from each other or from another source. Information is deemed to be confidential if it is communicated by the other party or if this arises from the nature of the information.
Article 11: Intellectual property
- Notwithstanding the provisions of Article 10 of these terms and conditions, the contractor retains the right and powers that vest in it under the Dutch Copyright Act [Auteurswet].
- All documents provided by the contractor, including reports, opinions, designs, sketches, drawings, software, etc., are exclusively intended for use by the client and may not be reproduced, publicised or disclosed to third parties by the client without the contractor’s prior consent.
Article 12: Defects
- Complaints concerning the performed services must be lodged by the client in writing to the contractor within 8 days of discovering the problem concerned, but no later than 14 days after the completion of the services.
- If a complaint is well-founded, the contractor will still perform the services as agreed, unless this has become demonstrably meaningless for the client. The latter case must be communicated by the client in writing.
- If the performance of the agreed services is no longer possible or worthwhile, the contractor will only be liable within the limits of Article 15.
Article 13: Breach
- If the contractor does not comply with its obligations under this agreement, the client will be entitled not to pay the fee or the remainder of the fee, in whole or in part, or to otherwise terminate the agreement.
- If the client does not comply with his/her/its obligations under this agreement, the contractor will be entitled to terminate the agreement, without losing its claim to the agreed fee and notwithstanding its right to full compensation.
Article 14: Collection costs
If the client is in default or breach of the performance of one or more of his/her/its obligations, the reasonable cost of obtaining payment out of court will be payable by the client. Reasonable costs will amount in each case to 15% of the unpaid invoice.
Article 15: Liability
- The contractor will only be liable to the client for defects in the performance of the assignment, insofar as these are the result of its wilful misconduct or gross negligence.
- The contractor is not liable for damage, of any nature, which arises because it relies on inaccurate and/or incomplete information given by or on behalf of the client.
- The contractor will never be liable for damage arising from the loss, destruction or damage of manuscripts, documents, papers and/or books entrusted to it. Documents are always sent at the expense and risk of the client.
- The contractor is not liable for printing-related damage suffered by the client if the client neglects to have the contractor check the proof (digital in the form of a PDF file) before having the printing done.
- If the contractor is liable for any damage, its liability will be limited to twice the invoice value of the assignment or the portion of the assignment to which the liability relates.
- The liability of the contractor is in any case limited to the amount paid out by its insurer, where applicable.
- The contractor is only liable for direct damage.
- Direct damage exclusively means the reasonable costs of determining the cause and extent of the damage, insofar as the determination relates to damage in the sense of these terms and conditions, the reasonable costs incurred to make the defective performance of the contractor conform to the agreement, insofar as these can be attributed to the contractor, and reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to the limitation of direct damage as referred to in the general terms and conditions. The contractor will never be liable for indirect damage, including consequential damage, lost profits, lost savings and business interruption losses.
Article 16: Indemnity
If the contractor is held liable by a third party for any damage for which it is not liable under the agreement with the client or under these general terms and conditions, the client must fully indemnify the contractor and reimburse it for all amounts that it has to pay to this third party.
Article 17: Force majeure
- In addition to its statutory definition and as understood in case law, force majeure in the context of these general terms and conditions means all external causes, foreseen or not foreseen, over which the contractor cannot exercise any control, but as a result of which the contractor is unable to perform its obligations. This includes illness on the side of the contractor, technical disruptions in the computer equipment used as well as software defects and computer viruses.
- The contractor is also entitled to rely on force majeure if the circumstance that impedes performance or further performance occurs after the contractor should have performed its obligation.
- The obligations of the contractor are suspended during force majeure. If the period during which the performance of obligations by the contractor is impossible due to force majeure lasts longer than two months, both parties will be entitled to terminate the agreement without this giving rise to any obligation to pay compensation.
- If the contractor has only partially performed its obligations or can only partially perform its obligations when the force majeure occurs, it will be entitled to invoice the part of its obligations that has been performed or that can be performed separately and the client will be bound to pay this invoice as though it relates to a separate contract. However, this does not apply if the part of the obligations that has been performed or that can be performed has no independent value.
Article 18: Resolution of disputes
All and any disputes that arise as a result of the agreement between the client and the contractor, or as a result of further ensuing agreements that are concluded between them, may only be settled by the competent Dutch court for that purpose.
Article 19: Applicable law
Dutch law applies to every agreement between the contractor and the client.
The last filed version or the version that applied at the time that the relevant assignment came into being will be applicable.