Article 1 - Applicability
1.1. These Terms and Conditions, hereinafter referred to as the "Conditions", shall apply to all offers made and all agreements concluded between Reed & Scott and a Client. Any applicability of the Conditions of the Client is explicitly rejected unless otherwise agreed in writing.
1.2 These Conditions will also apply to all agreements concluded with Reed & Scott, which require the involvement of third parties for the performance of the agreement.
Article 2 – Price quotations; formation of an agreement
2.1 All offers and price quotations made by Reed & Scott are made without any obligation.
2.2 The agreement will be effected upon the written acceptance by the Client of the offer made by Reed & Scott or - if no offer was made - by the written confirmation by Reed & Scott of an assignment provided by the client. Correspondence by e-mail will be considered to constitute written correspondence. Reed & Scott may, however, withdraw the quotation and completion dates given, if it has been unable to review the full text before the offer was accepted by the Client. All price quotations and offers are exclusive of VAT (BTW), unless explicitly stipulated otherwise.
2.3 Reed & Scott may regard the person who has given it an assignment as its Client, unless this Client has specifically indicated that it is acting upon the instructions, in the name or for the account of a third party, always provided that this third party's name and address were concurrently given to Reed & Scott.
2.4 Reed & Scott deem the person who concludes the agreement with Reed & Scott authorized to do so.
Article 3. - Changes to/withdrawal of assignments
3.1 If, after formation of the agreement, the Client makes major changes in the text, Reed & Scott is entitled to consider each addition and/or change made after the assignment was granted to be a separate assignment and will treat it as such.
3.2 Any changes as regards the performance of the assignment proposed by the Client after the assignment has been given, must be brought to the attention of Reed & Scott in writing and in due time. If such changes are communicated orally or by telephone, the risk attendant upon the implementation of the changes will be subsequently for the account of the Client.
3.3 If the Client withdraws the assignment, it will be indebted to pay for that part of the assignment already completed and to remunerate Reed & Scott on the basis of an hourly rate for any work already carried out.
3.4 If Reed & Scott has reserved time for the performance of the assignment and this time cannot be used for the purpose of other paid assignments, the Client will be liable to pay Reed & Scott a compensation at 50% of the fee for hours not profitably used.
Article 4 - Performance of the contract, professional confidentiality
4.1 Reed & Scott is obliged to carry out the assignment to the best of its ability and with fair knowledge of the subject and purpose specified by the Client.
Reed & Scott will treat all the information made available by the Client with due professional confidentiality.
4.2 Unless expressly agreed otherwise, Reed & Scott is also entitled to have the assignment carried out by a third party, without prejudice to this party's responsibility to observe due professional confidentiality and perform the assignment with due expertise. Reed & Scott will oblige said third party to observe full professional confidentiality.
4.3 As and when requested, the Client will provide information of practical significance with respect to the assignment as well as any other documentation and terminology. Said documents will always be sent at the expense and risk of the Client.
4.4 Reed & Scott cannot vouch for the correctness of the information provided by the Client to Reed & Scott and it does not accept any liability for damage, of whatever nature, if it should prove that the information provided to Reed & Scott by the Client was incorrect or incomplete, even if such information was provided in good faith.
4.5 If, upon completion, the assignment needs correcting or revising, Reed & Scott must always be given the opportunity to make these corrections.
Article 5 - Intellectual property
5.1 Unless otherwise agreed in writing, Reed & Scott will retain the copyright of all texts produced by Reed & Scott.
5.2 The Client will indemnify Reed & Scott against all claims brought by third parties due to an alleged infringement of any property, patent, copy or other intellectual property right associated with the performance of the agreement.
Article 6. Dissolution
6.1 If the Client fails to fulfil its obligations or in the event of the involuntary liquidation, suspension of payments or liquidation of the company of the Client, Reed & Scott is entitled to dissolve the agreement in whole or in part, or to suspend performance thereof without any obligation to pay compensation. Reed & Scott is then entitled to demand immediate payment of the amount due.
Article 7 - Complaints and Disputes
7.1 The Client must notify Reed & Scott about any complaints relating to the work as soon as possible, in writing, within ten working days after delivery. The voicing of a complaint shall not discharge the Client from its obligation to pay.
7.2 If Reed & Scott consider a complaint, this must not be taken to mean that Reed & Scott considers the complaint justified or submitted in time.
7.3 If the complaint is justified, Reed & Scott will rectify or replace the work within a reasonable time or, if Reed & Scott cannot reasonably execute the request to rectify the work, it will grant a discount on the price payable.
7.4 The Client's right to complain will lapse if it has made changes to the work, had the work changed or if the Client has transferred the work to a third party.
7.5 The Client's right to claim compensation will always lapse ten days after the delivery of the assignment.
Article 8 - Period and time of delivery
8.1 The agreed time of delivery is a target date, unless expressly agreed otherwise in writing. Reed & Scott is obliged to inform the Client without delay if it becomes apparent that it will not be possible to meet the deadline.
8.2 Where the agreed period is exceeded without any valid excuse, the Client will, if the performance cannot be reasonably awaited, be entitled to dissolve the agreement unilaterally, in which case Reed & Scott will not be obliged to pay compensation.
8.3 Delivery is deemed to have been effectuated at the time of personal delivery, or dispatch by ordinary mail or courier service, telefax or e-mail.
8.4 Delivery of data via electronic mail is deemed to have been effected at the time at which the medium confirmed that the e-mail has been sent.
Article 9. - Fee and payment
9.1 The fee is based on a rate per hour or per word, in accordance with the quotation or the written confirmation of the assignment.
9.2 The fee is exclusive of VAT (BTW), unless explicitly stipulated otherwise.
9.3 Each partial delivery, which includes the delivery of parts of a combination of assignments, can be invoiced separately to the Client. Article 9.4 of these Conditions shall be applicable by analogy.
9.4 Invoices must be paid not later than 30 days after the date of the invoice and in the currency in which the invoice has been drawn up. The Client will be deemed immediately in default without any notice of default being necessary upon expiry of this period of 30 days, in which case the Client will also owe Reed & Scott the statutory interest over the invoice amount from the date of default until the date of full payment.
9.5 In the event of extrajudicial collection costs, a collection fee of 15% applies for the first EUR 3,000 of the principal sum, including interest and a rate of 10% for the remainder, with a minimum of EUR 300.
9.6 Reed & Scott can exercise its lawful rights in respect of all costs incurred which are connected directly or indirectly with the performance of the agreement.
Article 10. - Liability: indemnity
10.1 Reed & Scott are exclusively liable for damage which is the direct and demonstrable consequence of an attributable failure on the part of Reed & Scott. Reed & Scott will never be liable for any other form of damage such as consequential loss, delay damage and lost profit. At any rate, liability will always be limited to an amount equal to the value of the invoice of the relevant assignment, excluding VAT.
10.2 Ambiguity in the source text will discharge Reed & Scott from any liability.
10.3 Reed & Scott will not be liable for any consequential loss, specifically including bodily injury, ensuing from the wrong application of any equipment, objects and/or instructions caused by mistakes or obscurities in the source text of the translation.
10.4 Reed & Scott cannot be held liable for the damage or loss of documents, information or data carriers made available to Reed & Scott for the performance of the agreement. Nor is Reed & Scott liable for damage resulting from the use of information technology and modern forms of communication.
10.5 The Client is obliged to indemnify Reed & Scott against all claims from third parties ensuing from the use of any work, except where this liability on the part of Reed & Scott exists on the grounds of the provision of this article.
Article 11. - Force Majeure
11.1 In addition to all that is specified by law or in legal precedents, for the purposes of these Conditions force majeure shall be taken to mean: all circumstances, events, causes and consequences which fall outside the control or influence of Reed & Scott, as a consequence of which Reed & Scott will not be able to fulfil its obligations. Such circumstances will always but not exclusively include: fire, any other operating disruptions, either at the premises of Reed & Scott, or at the premises of Reed & Scott's suppliers of business and services, transport breakdowns, and any other events that are outside its control, such as war, blockades, civil disturbances, epidemics, floods and storms.
11.2 The obligations of Reed & Scott will be suspended for the duration of the force majeure. If the period of force majeure, as a result of which Reed & Scott is not able to meets its obligations, should last longer than two (2) months, both parties will be entitled to dissolve the agreement, without there being any obligation to compensate. If the Client is a private individual, the right to suspend the agreement as referred to in Article 11.2, will only apply insofar as Reed & Scott has a right to suspend its performance within the meaning of the law.
11.3 If, at the start of the force majeure, Reed & Scott has already partly fulfilled its obligations or will only be able to partly meet its obligations, Reed & Scott is entitled to invoice that part separately and the Client is obliged to pay this invoice as if it constituted a separate contract.
Article 13 - Applicable law
13.1 Each agreement between Reed & Scott and the Client is subject to the laws of the Netherlands. Disputes ensuing from or relating to any agreement between Reed & Scott and the Client will be decided upon exclusively by the District Court of Amsterdam, the Netherlands.