General Terms and Conditions

DEFINITION

In these General Terms and Conditions ‘Tekom’ shall be understood to mean:
Tekom Vertalers, located at Mercuriusplein 1, 2132 HA Hoofddorp.

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 Tekom
approves the applicability of such terms and conditions in writing.

Article 2 – Quotations, conclusion of contracts

2.1 General quotations and estimates provided by Tekom shall not entail any commitment.<br
2.2 Tekom 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 Tekom or, if no
quotation is submitted, confirmation by Tekom in writing of an order placed by the Client
shall constitute a contract.
2.3 Tekom may consider as a Client any person or entity that has placed an order with Tekom, 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.
2.4 Agreements made and assurances given by representatives or personnel of Tekom shall not
be binding upon Tekom unless explicitly confirmed by Tekom in writing.
2.5 Any reasonable doubt on the part of Tekom about the Client’s ability to pay shall entitle
Tekom to require the Client to provide sufficient security before Tekom commences or continues to execute an orders.

Article 3 – Changes to or cancellation of orders

3.1 Any major changes made by the Client to an order after a contract has been concluded shall entitle Tekom 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.
3.2 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. Tekom shall make the work performed
available to the Client at the latter’s request, but shall accept no responsibility for its quality.
3.3 If Tekom 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

4.1 Tekom 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.
4.2 Tekom shall keep any information provided by the Client confidential in so far as this is
possible in connection with the performance of the contract. Tekom shall require its
employees to observe this code of confidentiality. However, Tekom 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.
4.3 Unless explicitly agreed otherwise, Tekom shall be entitled to hire third parties to carry
out the order (in full or in part), without prejudice to Tekom’s responsibility for the
confidential treatment and proper execution of the order. Tekom shall require any such
General Terms and Conditions to third party to observe this code of confidentiality. However, Tekom 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.
4.4 As far as possible, the Client shall honour any request for information by Tekom 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

5.1 The agreed date of delivery shall be provisional, unless an explicit written agreement stipulates otherwise.
Tekom shall notify the Client immediately if it perceives that it will be unable to meet an
agreed deadline.
5.2 If a fixed delivery date is specifically agreed in writing and if Tekom 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,
Tekom 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.
5.3 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.
5.4 The Client shall do whatever may reasonably be necessary for or conducive to prompt delivery by Tekom of work performed under the contract.
5.5 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 Tekom’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

Article 6 – Prices and payment

6.1 Prices shall generally be based on the Translation Company’s current rate (per hour or per word), unless agreed
otherwise. In addition, Tekom may charge the Client for any out-of-pocket expenses incurred
in the execution of the order. Tekom shall be free to charge a minimum rate for each
language pair.
6.2 Quoted prices shall apply only to services and products conforming to agreed specifications.
6.3 Tekom 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.
6.4 All prices are quoted exclusive of VAT.
6.5 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 Tekom 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.
6.6 In the event of late payment by the Client, Tekom 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

7.1 The Client shall be required to notify Tekom in writing of any complaints about the product
supplied or service rendered by Tekom as soon as possible, yet no later than ten working
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.
7.2 Should the Client query the accuracy of specific passages of the translation supplied by Tekom and ask Tekom for its comments, and should Tekom subsequently
be able to demonstrate that the passages in question are not incorrect, Tekom 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.
7.3 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 Tekom, and
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complaints shall only be considered if Tekom at its sole discretion deems such to be
expedient. Any changes made by Tekom, 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 Tekom of
supplying an inferior product or rendering an inferior service.
7.4 In the case of a valid complaint, Tekom shall be allowed a reasonable period of time to
improve or substitute the product or service. If Tekom in all fairness is unable to make the
required improvements or to substitute the product or service, it may grant the Client a discount.
7.5 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

8.1 Tekom shall exclusively be liable to the Client for any loss or damage directly and
demonstrably deriving from shortcomings attributable to Tekom. Tekom
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.
8.2 Tekom 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. Tekom liability shall never exceed €45,000 per event or per sequence of related events.
8.3 Ambiguities in the text to be translated shall release Tekom from any liability whatsoever.
8.4 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 Tekom, entails any risk of bodily injury shall be entirely at the Client’s
expense and risk.
8.5 No liability whatsoever shall be incurred by Tekom 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 Tekom 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 Tekom.
8.6 The Client undertakes to indemnify Tekom against any claims by third parties deriving from
the use of the product supplied or the services rendered.
8.7 The Client similarly undertakes to indemnify Tekom 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.

Article 9 – Dissolution and force majeure

9.1 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. Tekom shall in that case be entitled to demand immediate payment of any
outstanding amounts.
9.2 Should Tekom 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 Tekom’s control.
9.3 If Tekom 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 10 – Copyright

10.1 Barring explicit agreements in writing to the contrary, the copyrights to the translations produced by Tekom shall transfer to the Client at such time as the Client has satisfied in full all of its financial
and other obligations to Tekom in relation to the particular order.
10.2 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 Tekom, barring agreements to the contrary.

Article 11 – Governing law

11.1 The legal relationship between the Client and Tekom shall be governed by Netherlands law.

Article 12 – Privacy clause

12.1 General

a. Tekom works in accordance with the General Data Protection Regulation (GDPR)
and only collects the personal data for which it has a basis for processing.
b. Before the Client places a translation order, Tekom shall only process the personal data
necessary to issue a quotation.
c. No later than in the quotation, the Client will be asked to assign the translation order to one of the following
categories:

Category 1: high risk
Type: The order involves personal data of an extremely sensitive nature, such as data pertaining to a
criminal record or medical data.
Group: limited to the actual translator and one person at Tekom.
Security: – extremely limited access rights – storage takes place using anonymous designation or
pseudonyms.
– adherence to strict retention period – processing exclusively within the EEA

Category 2: average risk
Type: The order involves personal data of a sensitive nature which qualify under the law as special personal
data, with the exception of medical data, or relate to a well-known person or a person or dispute
which could lead to consternation in society.
Group: limited to a small group of maximum 5 people, all on a need-to-know basis.
Security: – limited access rights – storage using anonymous designation or pseudonyms is not mandatory
but can be used.
– adherence to retention period – processing exclusively within the EEA and the countries with an
adequacy decision

Category 3: normal risk
Type: The order involves personal data such as name, address, city/town of residence.
Group: limited to a group within Tekom and the actual translator.
Security: – access rights not secured internally – storage takes place normally
– adherence to retention period – processing may take place worldwide within the frameworks of
the GDPR
d The costs of the translation order partly depend on the choices made in advance by the Client, such as
i. the assignment to a category;
ii. the request to have the personal data stored with anonymous designation or pseudonyms;
iii. deviating retention periods;
iv. the return or destruction of personal data.
e. Tekom shall ensure through continuous education that its employees are acquainted
with GDPR-compliant handling of personal data. Tekom has also included strict
confidentiality requirements and fines in the contracts with the employees who work with personal data.
f. Tekom shall also ensure that it takes and updates the appropriate technical measures
to adequately secure personal data.
g. Tekom shall monitor the third parties engaged by it for compliance with the GDPR and
if desired use extra safeguards to ensure the security of personal data.
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h. Tekom shall not share personal data with foreign parties unless it is required to do so
by law or the Client grants permission to have a translation order executed abroad.
i. Clients can exercise their rights under the GDPR via the Data Subject’s Rights Form. The Translation
Company aims to handle every request within four weeks.

12.2 Data leaks
If, despite every precaution by Tekom, personal data are lost or viewed by unauthorised
persons (data leak), Tekom will notify the Client of this quickly, but in any event within the
time period agreed on between the parties.
Tekom shall endeavour to minimise the damage resulting from the data leak and undo this
damage as much as possible.
On request, Tekom will assist the Client in reporting a data leak to the Dutch DPA and,
if applicable, to the data subjects.
A data leak does not relieve the Client of its obligations under the contract with Tekom
unless the Client can demonstrate or make plausible that there was gross negligence on the part of Tekom.

12.3 Retention periods
Tekom shall not store personal data longer than necessary for the execution of the
translation order agreed on between the parties, unless
a. the Client gives permission for a longer retention period.
b. legal provisions require Tekom to observe a longer retention period.

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