Terms & Conditions

Article 1.             General
1.1 These conditions apply to every offer, tender and agreement between MGM Language & Leisure and a Client to which MGM Language & Leisure has declared these conditions apply, unless both parties have explicitly and in writing deviated from these conditions.

1.2 These terms & conditions also apply to agreements with MGM Language & Leisure, the execution of which involves third parties, as assigned by MGM Language & Leisure.

1.3 The applicability of any purchase or other conditions of the Client is explicitly rejected.

1.4 Upon the occurrence of a situation that is not covered in these conditions, this situation needs to be assessed in the spirit of these terms and conditions.

1.5 If one or more provisions of these terms and conditions at any time are wholly or partially invalid or voided, the remainder of these conditions continues to apply in full. User and the Client will then enter into negotiations in order to agree upon new rules to replace the invalid or unenforceable provisions, during which the purpose and intent of the original provisions are to be observed as much as possible.

Article 2.             Client

2.1 The term Client refers to the natural person or legal entity that instructs MGM Language & Leisure to perform Marketing, Communication, Translation and Interpreting Services and/or other activities of an organising or guiding nature.

Article 3.             Quotation and entering into an agreement

3.1 The agreement comes about by the oral or written acceptance by the client of the offer by MGM Language & Leisure or by the written confirmation by MGM Language & Leisure of an assignment issued by the client. A written confirmation also implies e-mail and / or fax.

3.2 The prices stated in an offer or promotion are exclusive of VAT and other government levies, and any other costs to establish the agreement, including travel and lodging, shipping and handling, and other administration costs, unless otherwise indicated.

3.3 In principle, MGM Language & Leisure will send the client a written confirmation of the assignment. Absence of such confirmation shall not affect the establishment of the agreed upon assignment.

3.4 [Translation assignments] Offers with price quotations and / or delivery dates listed therein, as long as MGM Language & Leisure has not been able to assess the full content of the client’s to be translated and/or edited text, are without obligation and may at any time be revoked or modified.

3.5 If MGM Language & Leisure has reasonable doubt whether the client will be capable of meeting the payment obligations, MGM Language & Leisure is authorized to request for additional security.

Article 4.             Duration of the contract; Delivery or execution time; delivery deadline; execution, modification and termination of agreement

4.1 The agreed delivery time is respected by MGM Language & Leisure, unless MGM Language & Leisure has proof to have gotten into circumstances beyond her control. MGM Language & Leisure is obliged to immediately inform the client, as soon as it becomes clear that timely delivery is not possible due to exceptional circumstances.

4.2 [Translation assignment] The delivery takes place at the time of sending by MGM Language & Leisure by email, regular mail, fax or courier.

4.3 In view of the execution by MGM Language & Leisure of the assignment given, the client is obliged to do all that is reasonably necessary to make a timely delivery and/or a successful implementation by MGM Language & Leisure possible.

4.4 MGM Language & Leisure shall execute the agreement to the best of her ability and in accordance with the requirements of good workmanship. All this on the basis of the current state of science.

4.5 User has the right to engage third parties for certain activities. The applicability of Article 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is expressly excluded.

4.6 The Client shall ensure that all data, which MGM Language & Leisure deems necessary or which the Client can reasonably understand to be necessary for the execution of the agreement, be timely provided to MGM Language & Leisure. If the information required for the execution of the agreement is not provided in time to MGM Language & Leisure, she has the right to suspend the execution of the agreement and/or charge the Client with additional costs resulting from the delay in accordance with the then applicable rates. The execution period shall begin no earlier than after the Client has provided MGM Language & Leisure with the information. MGM Language & Leisure is not liable for damages of any kind, resulting from MGM Language & Leisure basing her work upon false and/or incomplete data provided by the client.

4.7 If the agreement is amended, including a supplement, MGM Language & Leisure is entitled to only start the execution after written approval has been given by MGM Language & Leisure and the Client has agreed to the price quoted for the implementation and other conditions, including the then to-be-determined time frame in which the execution will take place. Failure to or delaying to implement the amended agreement does not imply a breach by MGM Language & Leisure and is no reason for the Client to cancel or annul the contract.

4.8 Without being in default, MGM Language & Leisure may deny a request to amend the agreement if this could have qualitative and/or quantitative consequences for, for example, the tasks to be executed in that context or the work to be delivered.

4.9 If MGM Language & Leisure agrees to a fixed fee or fixed price, MGM Language & Leisure will nevertheless always be entitled to increase this fee or price without the Client being entitled to dissolve the agreement for that reason, if the increase in price results from a power or duty under the law or regulations, or is caused by an increase in the price of raw materials, wages, etc., or by other grounds that at the conclusion of the agreement were not reasonably foreseeable.

4.10 If an assignment given is withdrawn by the client (during the process of execution), the Client is liable for the full payment of the agreed amount. MGM Language & Leisure is entitled to compensation for damages, including the direct and indirect costs incurred by accepting the assignment. The work already performed and the corresponding things ordered or ready-made, plus the reserved labour time for the execution of the contract will be charged integrally to the Client. In the case of a translation assignment, MGM Language & Leisure will make the already performed work available to the Client.

4.11 MGM Language & Leisure is, if the client fails to meet its obligations, as well as in case of bankruptcy, liquidation or suspension of the company of the client, without any liability for damages, entitled to wholly or partially dissolve the ongoing contract and/or to suspend execution thereof.

4.12 If MGM Language & Leisure as a consequence of exceptional circumstances, which cannot be influenced by its owner, cannot meet its obligations, MGM Language & Leisure has the right to suspend or terminate the agreement without the obligation to pay compensation. Exceptional circumstances include, in any case, but are not limited to, fire, accidents, strikes, riots, war, transportation problems and measures taken by public authorities.

Article 5.             Confidentiality

5.1 MGM Language & Leisure will treat all information provided by the client strictly confidentially. MGM Language & Leisure will make engaged third parties aware of their obligation to ensure the confidentiality of the information obtained. MGM Language & Leisure shall not be liable for any unforeseen breach of confidentiality by third parties.

Article 6.             Fees, payment and collection costs

6.1 Rates are calculated depending on the work to be performed. This can be calculated on an hourly basis – depending on the duration of the assignment – or a fixed price per project, task or event.
[Translation assignments] The fee is calculated by the number of words in the source text multiplied by the current standard rate per word, unless a different rate is agreed upon between the client and MGM Language & Leisure.

6.2 In addition to the standard rate, MGM Language & Leisure uses a surcharge if the text to be translated requires additional work, is of specialist nature or if the translation needs to be delivered very urgently. The above list is not exhaustive.

6.3 Payment must be made ​​within 14 days after the invoice date, in a manner to be specified by MGM Language & Leisure and in the currency of the invoice, unless otherwise specified in writing by MGM Language & Leisure. MGM Language & Leisure is entitled to invoice periodically.

6.4 In the event of late payment the client is immediately and without notice in default. The client shall owe an interest of 1% per month, unless the statutory interest rate is higher, in which case the legal interest is due. The interest on the amount due will be calculated from the time the Client is in default until the moment of payment of the full amount owed.

Article 7. Complaints and disputes

7.1 Complaints about translations or services supplied should be presented to MGM Language & Leisure by the Client as soon as possible, no later than ten working days after delivery or completion, in writing and with substantive arguments and detailed explanation.

7.2 The submission of a complaint relieves the client in no case of his payment. The client will, in this case, also be held to accept and pay for the remaining agreed matters and whatever else he has commissioned to MGM Language & Leisure.

7.3 If the client after expiry of the deadline as stated in Article 7.1 has voiced no complaints, he is deemed to have fully accepted the delivered product and the client is no longer entitled to repair, replacement or compensation.

7.4 If MGM Language & Leisure finds the complaint partially or wholly justified, MGM Language & Leisure will do everything in its power to rectify the complaint.

7.5 If it is established that a complaint is unfounded, the costs therefore incurred, including research costs, on the part of MGM Language & Leisure, will be integrally accounted for by the Client.

Article 8. Liability and indemnification

8.1 MGM Language & Leisure may solely be made liable by the client for damages that are the direct and demonstrable result of a shortcoming by MGM Language & Leisure.

8.2 MGM Language & Leisure is not liable for any other form of damage, such as operational damage, loss, delay damages, consequential damages and lost profits.

8.3 MGM Language & Leisure is not liable for damages of any kind, incurred by the user as a result of incorrect and / or incomplete information provided by or on behalf of the Client.

8.4 The liability of MGM Language & Leisure is limited to the invoice value of the order, at least to that part of the order to which the liability relates.

8.5 The liability of MGM Language & Leisure is in any case limited to the amount reimbursed by its insurer should such a case arise.

8.6 [Translation assignments] MGM Language & Leisure exempts itself from any liability for the translation of ambiguities in the source text.
The risk of adverse effects, including personal injury and economic damage, from using texts translated by MGM Language & Leisure lies with the client. Client shall be deemed to check essential items in a by MGM Language & Leisure provided translation for accuracy, including money amounts, figures, medical terms and other specific terminology, as MGM Language & Leisure produces translations to the best of its knowledge and ability, but in no event can omissions be excluded.

8.7 MGM Language & Leisure is not responsible for damage or loss of any documents, information or information carriers provided by the client. MGM Language & Leisure is also not liable for damages resulting from the use of information technology, the Internet and modern telecommunication devices or as a result of the transportation or sending of information (carriers).

Article 9. Indemnity and intellectual property

9.1 The client indemnifies MGM Language & Leisure against claims by third parties who suffer damages in connection with the execution of the contract and of which the cause is attributable to parties others than MGM Language & Leisure; related to alleged infringement of copyrights, patents, author or intellectual property rights. MGM Language & Leisure retains the rights and authorities to which it is entitled under the Copyright and other intellectual property laws and regulations. MGM Language & Leisure has the right to use its increased knowledge acquired through the execution of an agreement also for other purposes, provided that no strictly confidential information of the client is disclosed to third parties.

Article 10. Applicable law

10.1 Copyrights translation tasks
Unless otherwise expressly agreed, MGM Language & Leisure retains the copyright on texts produced by the translator(s) under contract.

10.2 Only Dutch law applies to the legal relationship between the client and MGM Language & Leisure, even if a contract is wholly or partially executed abroad or if the party involved in the legal relationship is domiciled there.

10.3 The judge in the city of registered office of MGM Language & Leisure has exclusive jurisdiction to hear disputes, unless the law requires otherwise. Nevertheless, MGM Language & Leisure has the right to submit the dispute to the court deemed competent according to the law.

10.4 The parties will only appeal to the court after having done everything in their power to try to resolve the dispute between them and come to a mutual agreement.

Article 11. Other

11.1 MGM Language & Leisure refers to: the sole proprietorship MGM Language & Leisure based in Deurne, the Netherlands, and registered in the commercial register of Eindhoven under Chamber of Commerce number 57727910.

11.2 A recent version of these terms and conditions will be provided to the applicant upon request and can be found for further inspection on www.mgmlanguageandleisure.com/terms-conditions/

11.3 These terms and conditions are applicable to all legal relationships between MGM Language & Leisure and the Client, to the exclusion of the general conditions of the Client, provided that MGM Language & Leisure has explicitly agreed, beforehand and in writing, to the application thereof.

11.4 The Dutch text of these general conditions is always decisive for its interpretation.