Terms & Condictions

Article 1: General

These terms and conditions apply to all those legally involved between Fluent Works and the Client, with the exclusion of the Client’s terms and conditions unless Fluent Works has agreed to these in writing.

In these terms and conditions the Client is referred to as the (legal) party who both orally and in writing has assigned Fluent Works to carry out translation and or other tasks outside wage service, to which Article 7:400 ev of the Dutch Civil Code applies.

In these terms and conditions Fluent Works refers to the business enterprise conducted by a single individual under Dutch Law, as this is at the own risk and account of Mrs. N.S. Belda-Fürjes, registered in the records of the Dutch Chamber of Commerce under number 34373491.

Article 2: Quotes and the realization of an agreement

2.1 General offers and price statements of Fluent Works are to be freely determined by Fluent Works.

2.2 Stated prices and deadlines can always be altered if Fluent Works has not been able to see the texts that are to be translated and/ or proofread in advance. The agreement is realized once written or oral approval of the quote has been provided by the Client or, if no quote has been provided, through the written confirmation of Fluent Works of the assignment provided by the Client, and also when Fluent Works has conducted activities on behalf of the Client.

2.3. Fluent Works can consider a party her Client if the party has provided Fluent Works with an assignment, unless this party clearly states to have done this on behalf of, under the name of or on account of a third party and provided that the name and address of this third party at the same time is handed over to Fluent Works.

2.4 Changes in a quote or of an already provided assignment are only binding to Fluent Works if they have been confirmed by the Client in writing. Fluent Works is free to oblige the Client to provable consents, additions and/ or alterations.

2.5 Fluent Works is entitled before commencing to execute an assignment or its continuation to ask the Client for sufficient security.

Article 3: Changes and cancellation of assignments

3.1 In case the Client significantly changes the assignment after the agreement is realized, Fluent Works is entitled to alter the deadline and/ or the fee of the assignment or refuse it altogether. If the latter should happen, the Client must pay for the part of the assignment which has already been carried out and subsection 3 of this article becomes applicable. The decision of whether a significant change in the assignment has occurred is determined by Fluent Works. In case the terms of the acceptance of the assignment as meant in this subsection are altered, the Client is nevertheless obliged aside from Article 3.3 to compensate for the time spent, the work that has been done and the costs that are involved.

3.2 If an assignment should be cancelled by the Client, the Client must pay the full amount for the work that has already been carried out. In addition, the Client must also, if applicable, compensate Fluent Works for general activities that have been carried out for the remainder of the assignment (such as research or other preparatory work). Fluent Works shall make available to the Client the work that has already been realized. The quality of this delivered work will not be vouched for.

3.3 When Fluent Works reserves time for work that is later cancelled, the Client is obliged to pay 50% of the fee for the work that has not been carried out. For the work that has been carried out before the cancellation or change takes place the full (100%) fee shall be charged. Which part of the work has been already carried out or not is determined by Fluent Works and is among others depending on: degree of difficulty of the work that has already been carried out in relation to the remaining (cancelled) part of the work, the amount of remaining words, established prices, time spent, etc. In case any discounts were granted on prices to the Client before or after the agreement of the assignment, they are void upon cancellation and the Client will be invoiced the full commercial price.

Article 4: Carrying out assignments and confidentiality

4.1 Fluent Works is obliged to carry out the assignment according to her best knowledge and ability, taking into consideration the specific objective of the Client’s text that is to be translated or proofread.

4.2 Fluent Works will handle the text made available by the Client with confidentiality for as much as this is possible in relation to carrying out the assignment.

4.3 The Client is aware that Fluent Works cannot make a claim to the right to remain silent before the Law.

4.4 The Client guarantees Fluent Works that no intellectual property rights will be damaged or limited through the work that Fluent Works is required to deliver. The Client releases Fluent Works fully of all costs, fines and claims, equally entailing the costs for legal assistance.

4.5 Fluent Works remains the owner of all translations and proofreading materials, digital or otherwise, until the moment that the invoices of Fluent Works, where applicable increased with interest and costs, are paid in full.

4.6 Fluent Works does not produce certified translations. The Client is not entitled to use translations provided by Fluent Works as certified nor does the Client have the right to provide the impression that the translation shall be a certified one. The Client releases Fluent Works explicitly of all claims of the Client himself or third parties that suspect that the delivered translation might be certified.

4.7 The Client is asked to provide, when possible, an explanation with respect to the content of the text that is to be translated or proofread, and, if available, provide Fluent Works with relevant documentation and terminology. Sending of this information takes place at the risk and account of the Client.

Article 5: Delivery deadlines and delivery times

5.1 The agreed upon delivery deadline is a strived deadline, unless it is explicitly mentioned otherwise in writing. As soon as Fluent Works establishes or expects that timely delivery is no longer possible, Fluent Works must notify the Client immediately.

5.2 If Fluent Works is responsible for not reaching the deadline that has been explicitly agreed to in writing, the Client is entitled to dissolve the agreement from his side provided that the execution cannot wait any longer. In this case Fluent Works cannot be obliged for compensation. This dissolution still obliges the Client to pay Fluent Works without delay for the part of the assignment that has already been carried out.

5.3 The delivery is considered to take place at the time of sending. The time of sending counts as the moment of electronic sending (email, FTP, etc.), in other words the moment at which the medium completes the sending.

5.4 In order for Fluent Works to carry out the agreement, the Client is obliged to do all that is reasonably and preferably possible to allow a timely delivery on the part of Fluent Works.

5.5 The Client is obliged to provide his full cooperation to the delivery of the work under the agreement with Fluent Works. The Client shall without being urged be at fault if he should refuse to receive the work and also if work has already been sent to the Client and could have been received but was nevertheless not received due to reasons outside the influence of Fluent Works, in which case Article 6.5 is applicable.

Article 6: Fees and payment

6.1 The fee in the beginning is based on a word or hourly rate determined by Fluent Works unless otherwise agreed. In addition to the fee, Fluent Works can also charge the Client for disbursements connected to carrying out the assignment. A minimum fee can be charged for each assignment.

6.2 The price that Fluent Works has determined for the work that is to be delivered counts only for the work conforming to the agreed specifications.

6.3 Fluent Works is entitled to increase the price which has been agreed upon when additional text, unclear copy, inferior computer programming or databases are delivered than what Fluent Works was reasonably allowed to expect when entering into the agreement. Previously mentioned and conveyed sums are not limiting.

6.4 All prices are mentioned excluding VAT.

6.5 Invoices must be paid within 14 days of the invoice date (or within the period Fluent Works has determined in writing), in net currency of the invoice without any discount, settlement or suspension. Once the agreed upon payment deadline has passed, the Client is at fault without having to receive any formal notice. The Client then without further ado immediately owes Fluent Works the legal interest rate conforming to Article 6:119aBW, from the date it is claimable until the date it is fulfilled, whereby every received payment part extends to the payment of the owed interest and costs, and the remaining amount extends to the redemption of the total amount. Fluent Works then has the right without any necessary notice to suspend her activities, make use of her reservation of ownership through claiming the return of (eventually provided) electronic or physical (partial) translated or proofread material. If the latter does not occur within 48 hours the Client owes an immediately collectible fine of Euro 100 per day (each part of the day thereby included).

6.6 In case of non-judicial collection fees, a collection fee of 15% is charged over the first Euro 2500 of the total amount with interest and a fee of 10% over the partial amounts, with a minimum of Euro 100 per invoice. Fluent Works has the right to claim real non-judicial collection fees if and for so far they exceed the amounts mentioned in this article.

Article 7: Complaints and disputes

7.1 The Client must make his complaints known in writing about the delivered work as soon as possible, until utmost 5 working days after delivery, failure of which will result in the cancellation of the complaint. The filing of a complaint does not exempt the Client from his payment obligation.

7.2 If the Client calls into question the correctness of the respective translation and proofreading solutions and asks Fluent Works to comment and if Fluent Works at that point can make it plausible that the provided work is not incorrect, then Fluent Works has the right to charge the Client for the extra hours and general costs appertaining to this in full. Changes made by Fluent Works to any of the translated or proofread text on request of the Client does not equate to Fluent Works recognizing that inferior work has been delivered.

7.3 Once the deadline mentioned in Article 7.1 for having the right to file a complaint has passed, this entails that the Client fully accepts the delivered work.

7.4 If the complaint is justified Fluent Works is authorized to improve or replace the delivered work; if Fluent Works cannot fulfil the improvement or replacement of the work within reason, then this can result in the reduction of the price.

7.5 The right to a complaint is terminated once the Client makes alterations on the text upon which the complaint is filed

Article 8: Liabilities and guarantees

8.1 Fluent Works is only liable towards the Client for damage that is the direct and displayable result of an accountable shortcoming of Fluent Works. Fluent Works is never liable for all other forms of damage, such as indirect damage, result damage, company damage, delay damage and lost profit.

8.2 The liability of Fluent Works is in any case limited until maximum the invoice amount excluding VAT, of the already invoiced and/ or delivered part of the respective assignment.

8.3 Ambiguity of the translated text removes Fluent Works from any liability.

8.4 Determining the question or (the use of) whether a translated or proofread text or a translation or proofreading delivered by Fluent Works contains certain risks of injury remains completely at the risk and account of the Client.

8.5 Fluent Works is not liable for damage or loss of available documents, information or carriers of information due to the execution of the agreement. Fluent Works is also never liable for costs and/ or damage that results due to the use of information technology and communication tools or as a result of the transportation or the sending of information (carriers) or the presence of computer viruses in the documents or information carriers delivered by Fluent Works.

8.6 The Client releases Fluent Works of all claims of third parties resulting from the use of the delivered work.

8.7 The Client releases Fluent Works of all claims of third parties due to maintained ownership, patent, copyright or other intellectual property rights in connection with the execution of the agreement.

Article 9: Dissolution and force majeure

9.1 If the Client does not fulfil his obligations, if the Client is declared bankrupt or files for bankruptcy, if the Client has asked for suspension of payment or if this is provided to him, if with regards to the Client the debt remission of natural persons is declared as applicable or in case of the liquidation of the company of the Client, Fluent Works is authorized, without being held for any compensation for damages, to dissolve the agreement partially or in full, then suspend its execution and the assignment will be considered cancelled, on the day of the bankruptcy being pronounced or the suspension of payment, as conforming to Article 3.

9.2 If Fluent Works is unable to carry out her assignment due to circumstances which are not at her own risk or are outside her control, then Fluent Works has the right to dissolve the agreement without any obligation for compensation. Such circumstances (force majeure) include (not exclusively) fires, accidents, illness, strikes, uproars, wars, terrorist attacks, transportation impediments, measures of the authorities, complications in the services of internet providers, oversight of suppliers or other circumstances on which Fluent Works cannot exert any influence.

9.3 If Fluent Works must cease to execute the agreement further as a result of force majeure, she holds the right to compensation of the work that has been carried out until that period as well as the costs involved and the paid disbursements.

Article 10: Copyright

Unless otherwise agreed to explicitly and in writing, the copyrights of the translations and proofreading provided by Fluent Works will go over to the Client at the moment he completely fulfils his payment and general obligations towards Fluent Works regarding the respective assignment.

Article 11: Applicable law

11.1 The Dutch text of these terms and conditions prevails over any other versions in other languages.

11.2 With the exclusion of any other law, it is Dutch Law that applies to all legal parties involved between the Client and Fluent Works. Disputes shall be tried explicitly at the Court in Haarlem.