1. Scope and Applicability

 

1.1 These General Terms and Conditions (“Terms”) apply to all offers and services provided by eLaboro Translations (“the Provider”) and you (“the Client”), unless explicitly agreed otherwise in writing.

 

1.2 Any terms and conditions of the Client are expressly excluded, unless explicitly accepted in writing by the Provider.

 

1.3 These Terms apply to all current and future project assignments from the Client to the Provider, unless agreed otherwise in writing.

 

2. Quotations and Agreements

 

2.1 All quotations and cost estimates are non-binding and subject to change.

 

2.2 An agreement is formed once the Provider has received all relevant source material and complete instructions from the Client, and when the Client has accepted the quotation or confirmed the assignment in writing, and the Provider has accepted the assignment in writing.

 

3. Execution of the Assignment

 

3.1 The Provider shall perform the assignment with due professional care, taking into account the purpose specified by the Client and in accordance with generally accepted standards of the translation profession.

 

3.2 The Provider may engage third parties in the performance of the assignment, provided that confidentiality is maintained.

 

3.3 If, after an agreement has been formed, the Client requests changes other than minor revisions to the original assignment, the Provider is entitled to adjust the delivery time and/or fees accordingly, or to decline the assignment.

 

4. Delivery and Deadlines

 

4.1 Delivery deadlines are indicative unless expressly agreed in writing. If it becomes apparent that an agreed delivery date cannot be met, the Provider shall inform the Client without undue delay.

 

4.2 If no specific delivery time has been agreed, the Client may reasonably expect delivery by the end of the Provider’s normal business hours on the agreed delivery date.

 

4.3 The Provider shall make reasonable efforts to meet agreed delivery dates, but shall not be liable for delays caused by circumstances beyond the Provider’s control.

 

4.4 A delay does not entitle the Client to compensation or termination of the agreement, unless the delay is substantial and results from proven gross negligence or wilful misconduct by the Provider.

 

4.5 If the Client considers that the Services do not meet the agreed project specifications, the Client must notify the Provider in writing within ten (10) business days of delivery. The complaint must include the relevant source text and the delivered work. The Provider shall be given a reasonable opportunity to provide feedback or to remedy the work at no additional cost. Submitting a complaint does not release the Client from the obligation to pay the agreed fees.

 

4.6 If a complaint is well-founded, the Provider shall, within a reasonable period, revise or replace the work or, if this is not reasonably possible, grant an appropriate reduction of the fees.

 

4.7 If the Provider can reasonably demonstrate that a complaint is unfounded, the Provider is entitled to charge the Client for the additional time spent and any reasonable costs incurred in handling the complaint.

 

5. Fees and Payment

 

5.1 All fees are exclusive of VAT and any other applicable taxes, unless expressly agreed otherwise in writing.

 

5.2 The Provider reserves the right to adjust the agreed fees after receipt and review of the final source material. If additional charges are expected, the Provider shall inform the Client in advance. If the assignment involves unforeseen special difficulties—such as investigation, inquiry, or research beyond what is normally required for a routine translation, due to ambiguities in or poor legibility of the source material, additional formatting, extra instructions, or work outside normal business hours—that could not reasonably have been foreseen at the time of agreement, the fees shall be renegotiated, provided that such circumstances are communicated as soon as reasonably practicable. If the Client does not agree to revised fees, the Provider may terminate the agreement without being deemed in breach.

 

5.3 If the Client makes changes to the source material while the assignment is concluded or in progress, the Provider is entitled to adjust the fees, charges, and delivery terms accordingly. Any revised terms shall be agreed in writing.

 

5.4 If the Client cancels or withdraws all or part of the assignment before completion, the Client shall pay the Provider a proportion of the agreed fees corresponding to the work performed, with a minimum of fifty percent (50%) of the agreed total fee.

 

5.5 The Client is not entitled to a full refund unless there are demonstrable and material defects in the Services that cannot be remedied.

 

5.6 For projects with a total fee of EUR 500 or more, the Provider may require an advance payment of twenty-five percent (25%) and may invoice the remaining amount in instalments as the project progresses.

 

5.7 Invoices are payable within fourteen (14) days of the invoice date, using the payment method specified on the invoice, irrespective of whether the Client has received payment from any third party.

 

5.8 In the event of late payment, statutory interest and reasonable collection costs shall become due by operation of law, after the Client has been given written notice of default.

 

6. Intellectual Property Rights

 

6.1 The Client warrants that it has the full right and authority to have the source material translated and that the translation and its use will not infringe any third-party intellectual property rights. The Client shall indemnify and hold the Provider harmless against any claims, losses, damages, costs, or liabilities (including reasonable legal fees) arising from a breach of this warranty.

 

6.2 Upon full payment of all amounts due, the Provider assigns the copyright in the delivered work to the Client. Until full payment has been received, all intellectual property rights remain with the Provider. The Provider may retain copies of the source material and the delivered work for its records, unless otherwise agreed in writing.

 

7. Liability

 

7.1 To the extent permitted by applicable law, the Provider is liable only for direct and demonstrable damage resulting directly from an attributable breach of its obligations under the agreement.

 

7.2 The Provider is not liable for indirect or consequential damage, including but not limited to loss of revenue, loss of profit, loss of business, reputational damage, or administrative fines (including fines imposed by data protection authorities), unless such damage is the proven direct and exclusive result of wilful misconduct or gross negligence on the part of the Provider.

 

7.3 The Provider’s liability for acts or omissions of third parties engaged in the performance of the assignment is limited to cases where the Provider has failed to exercise due care in their selection or supervision.

 

7.4 Any liability of the Provider arising out of or in connection with the agreement and/or an individual assignment, regardless of the legal basis of the claim (including contract, tort, or negligence), is limited to the fees agreed for the specific assignment concerned.
Where applicable, the Provider’s total liability shall at all times be limited to the amount paid out under its professional liability insurance, plus the applicable deductible.

7.5 Translations constitute interpretations of source texts. The Client remains responsible for final verification of the translation before publication or use.

 

8. Confidentiality

 

8.1 The Provider and the Client shall treat all information received from each other in connection with the agreement as confidential. Such information may be disclosed only if required by law or with the prior written consent of the other party.

 

8.2 Confidential information does not include information that is or becomes publicly available other than through a breach of this confidentiality obligation.

 

8.3 The confidentiality obligations set out in this clause shall survive termination of the agreement.

 

9. Data Protection / Privacy

 

9.1 Both parties shall comply with applicable data protection laws (including GDPR) when handling personal data related to the assignment.

 

10. Non-Competition

 

10.1 No non-competition or non-solicitation obligations shall apply unless expressly agreed in writing.

 

10.2 Any non-competition obligation that is agreed must be reasonable in terms of scope, duration, and geographic reach. Where applicable under law, the Provider shall be entitled to appropriate compensation for such obligations.

 

11. Termination

 

11.1 The Provider may terminate the agreement, in whole or in part, if the Client fails to fulfil its obligations, enters liquidation, applies for a moratorium, is subject to an insolvency petition, or fully or partially closes or dissolves its business.

 

11.2 Termination under clause 11.1 does not release the Client from its obligation to pay for work already performed by the Provider.

 

12. Force majeure

 

12.1 For the purposes of these Terms, force majeure means any circumstance beyond the reasonable control of the Provider that prevents or materially hinders the performance of its obligations, whether or not such circumstance was foreseeable. Force majeure includes, but is not limited to, fire, accidents, illness, strikes, riots, war, government measures, prolonged power failures, disruptions to data or communications networks, terrorist threats, and natural disasters.

 

12.2 In the event of force majeure, the Provider is entitled to suspend its obligations or to terminate the agreement, in whole or in part, without incurring any liability.

 

12.3 If, at the time force majeure occurs, the Provider has already performed part of the assignment or can perform only part of it, the Provider is entitled to invoice the Client for the Services performed up to that point.

 

13. Modifications and validity

 

13.1 The Provider reserves the right to modify or supplement these Terms and Conditions. Any changes shall also apply to agreements already concluded, subject to a notice period of thirty (30) days from the date the updated Terms are communicated to the Client. If the Client does not accept a proposed modification, the Client may terminate the agreement before the new Terms take effect. The most recent version of the Terms can always be found at www.elaborotranslations.com.

 

14. Governing Law and Jurisdiction

 

14.1 This agreement shall be governed by the laws of the Netherlands, unless otherwise agreed in writing.

 

14.2 Any disputes arising out of or in connection with this agreement shall be submitted to the competent court of the Provider’s place of business, unless otherwise agreed or mandatory law provides otherwise.

 

14.3 The parties shall make reasonable efforts to resolve any dispute through mutual consultation before initiating court proceedings.

 

15. Severability

 

15.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 

16. Entire Agreement

 

16.1 These Terms, together with any agreement between the parties, constitute the entire agreement and supersede any prior agreements, communications, or understandings, whether oral or written. Any amendments to this Agreement must be in writing and signed by both parties.