CONDITIONS

1. DEFINITIONS

1.1 'Client' means the person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom Hes Advies has agreed to provide the Services pursuant to these terms and conditions of business.
'Services' means translation and other associated services required by the Client and specified by Hes Advies.
'Source Material' means any documents, materials, element of text, images, graphics, photographs, designs, data or other information provided by the Client to Hes Advies.
'Deliverable' means the final, translated version of the Source Material or other such document to the Client pursuant to and resultant from the Services.
'Cost of Estimate Sheet' means the sheet in which details of the required service is specified and to which these Terms of Business are appended.

1.2 The headings contained in these Terms are for convenience only and do not affect their interpretation.

2. SUPPLY OF SERVICES

2.1 If the Services are booked via telephone or email, the Client shall sign, date and return the Cost of Estimate Sheet to their Account Manager at Hes Advies to acknowledge the Client’s acceptance of the Services and charges outlined in the Cost of Estimate Sheet before Hes Advies undertake any work on their behalf. Any changes or additions to the Services or these terms and conditions must be agreed in writing by Hes Advies.

2.2 The Client at its own expense shall supply Hes Advies with all necessary Source Material within sufficient time to enable Hes Advies to provide the Services. The Client shall be responsible for and therefore ensure the accuracy of all Source Material.

2.3 Hes Advies may correct any typographical or other errors or omissions in any brochure or other published literature relating to the provision of the Services without any liability to the Client.

2.4 Hes Advies Limited reserves the right and therefore shall be entitled to sub-contract or otherwise outsource all or any part of the Services to any third party it selects and shall be under no obligation to notify the Client of either the selection of such third party or any subsequent change to the identity of the selected third party.

3. INTENDED USAGE

3.1 The Client shall clearly indicate the intended use of the translation or other consequence of the Services.

3.2 A translation or other consequence of the Services shall only be used by the Client for information and understanding only, and shall therefore only be of sufficient standard for such use by the Client.

3.3 Should the Client wish to use the Deliverable for any other purpose (including, by way of non-exhaustive examples, for the purpose of external marketing/public domain exploitation or as evidence in civil or criminal proceedings), the Client shall obtain confirmation from Hes Advies that the translation is suitable for that purpose. Hes Advies reserves the right to amend and adapt any previously supplied translation, if necessary, for the new purpose.

3.4 Where the purpose of the translation is not disclosed, Hes Advies shall execute the translation as if it were for information only pursuant to clause 3.2 herein. However, if in Hes Advies' judgement, the apparent intended purpose is otherwise, Hes Advies shall communicate with the Client, whenever possible, before commencing translation in order to clarify the intended purpose.

4. CHARGES AND PAYMENT TERMS

4.1 Hes Advies reserves the right to adjust pricing.

4.2 All accounts are net and due as specified in the Cost of Estimate Sheet as agreed with the Client in writing; otherwise, all accounts are due upon delivery of the Deliverable. The Client shall pay such charges with cheque payable to Hes Advies, or via bank transfer with any charges for such assumed by the Client, within 30 days of the date of invoice issued for the Services.

4.3 If the provision of the Services is estimated by Hes Advies to take longer than 3 months to complete, Hes Advies shall be entitled to invoice the Client at monthly intervals for the pro-rated part of the total charge payable for the completed Service.

4.4 Reasonable additional charges shall be levied by Hes Advies for the performance of any or all of the following in connection with the Services:-

4.4.1 Sending of facsimile messages

4.4.2 Delivery by courier

4.4.3 Proofreading of any completed translation work prepared by or for Hes Advies by a native speaker other than the original translator

4.4.4 Changes or other amendments required by the Client after the completion of the Services.

4.5 Unless otherwise agreed, prices are Euro's. If any cheque payment from the Client is returned by the bank as unpaid for any reason the Client will be liable to Hes Advies for an administration fee of 30 Euro.

4.6 Where delivery is to be made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by Hes Advies in respect of any one delivery shall not entitle the buyer to repudiate the contract or to cancel any instalments remaining to be delivered thereunder.

5. DELIVERY

5.1 Any date intimated by Hes Advies for delivery of the Deliverable or otherwise as to the completion of the Services is given and intended as an estimate only and time shall not be of the essence in relation to such completion. Hes Advies will use reasonable endeavours to meet such an estimated date but shall not be liable for any damage or loss, whether arising directly or indirectly out of its failure to meet such a date. 5.2 In the event of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected Hes Advies's ability without fault to meet the terms of a contract with the Client as agreed), Hes Advies shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both Hes Advies and the Client to terminate the Services, but in such event, the Client shall pay Hes Advies for any and all work already completed. Hes Advies will use reasonable endeavours to assist the Client to place its commission elsewhere.

5.2 Delivery of the Deliverable to the Client is deemed to have taken place upon posting or delivery to a carrier, or transmission by fax, email, modem or Internet and the risk shall pass to the Client. However, Hes Advies will retain a copy of the translation and upon request by the Client will forward a further copy free of charge.

6. URGENCY

Although an urgency surcharge may be levied for urgent Services requested by the Client, because such urgency may preclude the necessary time to check and edit the translation, and result in the use of multiple translators for larger volumes may result with inconsistencies and inaccuracies, Hes Advies shall not be liable for any direct or indirect loss flowing from the accuracy and/or consistency of the Deliverable or other such consequential urgency issues.

7. CANCELLATION

Upon the Client booking the Services in accordance with clause 2.1 or, as the case may be, clause 2.2 herein, the Client shall not under any circumstance other than as set out in these terms and conditions be entitled to cancel the Services.

7.1 Hes Advies shall be relieved of all liability for obligations incurred to the Client whenever and to the extent of which the fulfilment of such obligation is prevented by any cause beyond its control.

7.2 Hes Advies shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit) and the Client shall indemnify Hes Advies against all claims and demands upon the Hes Advies for any such consequential loss or damage.

7.3 Hes Advies will only accept responsibility for any errors or omissions if a full report stating each and every one of the errors or omissions alleged is submitted to Hes Advies in writing. As a result of any error or omission in work undertaken by Hes Advies, Hes Advies will, as its option, either re-type the work or compensate the Client for the cost of any additional typing or printing up to the amount of the fee charged to the Client in respect of the Services, provided that such fee has been paid to Hes Advies and provided the work has been used by the Client for the purpose indicated to Hes Advies by the Client. If the Client has not given written notice to Hes Advies that the Deliverable is not satisfactory within 10 working days of its delivery to the Client, the Client shall be deemed to have accepted and approved the Services and the Deliverable and Hes Advies shall have no liability for any defect in the quality of the translation or their failure to correspond with the Cost of Estimate Sheet and the Client shall be bound to pay Hes Advies as if the translation work had been satisfactorily supplied. Whilst Hes Advies will make every reasonable effort to deliver an accurate translation of the Source Material, the Client’s subjective preferences in determining the accuracy of translation work cannot be accommodated as standard practice in any way whatsoever. Without provision by the Client, in writing, of their own list of terms or glossary of preferred terminology and receipt of the same by Hes Advies, Hes Advies will not accept liability for nor to undertake revisions or changes to the Deliverable and further the Client’s subjective preferences in rendering of text in any language whatsoever cannot be accepted as reason for dispute or reduction of the final invoice due.

8. CONFIDENTIALITY

The nature of the work performed and any information transmitted to Hes Advies by Client shall be confidential. Hes Advies shall not without the prior consent of client, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of Hes Advies whose job performance requires such disclosure. The provisions of this paragraph shall not apply to the extent that Hes Advies is required by law to divulge such information or to the extent that such information is or becomes a matter of public knowledge other than by disclosure by Hes Advies.

9. COPYRIGHT

Without prior written agreement to the contrary, copyright in the Deliverable shall vest in Hes Advies and the Client, upon payment of all outstanding charges to Hes Advies for the Services is granted a licence to exploit such translation for its stated purpose only. Unless otherwise agreed in writing, any published text of the translation shall carry the following statement.

Translated from (language) by Hes Advies, (year)

10. THIRD PARTIES

10.1 A person or entity that is not an express party to these terms and conditions (and therefore this agreement) has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any of these terms and conditions and Hes Advies shall have no liability whatsoever to any such third party.

11. ENTIRE AGREEMENT

11.1 These terms and conditions represent the entire understanding and constitute the entire agreement between Hes Advies and the Client and supersede any previous agreement between Hes Advies and the Client as to the same subject matter. Without prejudice to the generality of clause 2.1 herein, these terms and conditions may only be varied in writing, executed by duly authorised officers or Hes Advies and the Client.

11.2 Each of Hes Advies and the Client acknowledges and agrees that in entering into these terms and conditions it has not relied on any representation or warranty or undertaking other than those expressly set out herein and, except in relation to any liability for fraudulent misrepresentation, neither party shall be under any liability or shall have any remedy (including the avoidance of these terms and conditions) to the other in respect of any representation or statement which is not expressly prescribed by these terms and conditions.

12. GOVERNING LAW & JURISDICTION

These terms and conditions are governed by and shall be construed in accordance with Dutch Law and are subject to the exclusive jurisdiction of the Dutch court