Article 1: General provisions and definitions
1.1 In these General Terms and Conditions, underthe contractor understand: EHC-Consultancy BVBA, established at Henri Dunantlaan 20/401, 9000 Ghent, Belgium and registered in the trade register of Mechelen under number BE0647.817.963.
1.2 The contractor may consider as his client the natural person or legal entity who has given the assignment to the contractor.
1.3 These General Terms and Conditions apply to every quotation and every agreement between the contractor and the client to which the contractor has declared these conditions applicable, unless these conditions have been deviated explicitly and in writing by both parties.
1.4 In no case shall the nullity of one or more clauses in these General Terms and Conditions result in the nullity of other clauses.
1.5 The Dutch version of these General Terms and Conditions prevails against versions in another language.
Article 2: Liability
2.1 The contractor is only liable for damage which is the direct and demonstrable consequence of a shortcoming attributable to the contractor. The contractor can never be held liable for all other forms of damage such as trading loss, delay damage and lost profit. In any case, the liability of the contractor is only limited to the amount of the invoice value excl. VAT of the relevant assignment that the contractor charges to the client.
2.2 If applicable, the contractor can not be held liable for insignificant errors in the translation produced by the contractor.
Article 3: Complaints
3.1 In the event of complaints relating to the assignment carried out, the client must address the contractor in writing and with motivation within five (5) working days from the delivery date, with the mention, in detail, of his comments. Once the set term of five (5) working days has elapsed, the order will be deemed to have been accepted and approved by the client. The formulation of a complaint does not relieve the client of his payment obligation under any circumstances. The receipt of a complaint by the contractor can not be regarded by the client as a sign that the contractor considers the complaint to be justified, or the submission to be in time.
3.2 If the complaint is well-founded and formulated within the period stated in point 3.1, the contractor undertakes, without the slightest compensation and within a limited period, to analyze, modify and / or improve the work delivered. If the contractor can not meet the wishes of the client regarding the change and / or improvement of the delivered work, the contractor will grant the client a discount on the invoice price, without the slightest compensation for the client.
3.3 If the text has been changed after delivery by the client or by third parties, all complaints resulting from this will be considered unfounded.
Article 4: Quotations and conclusion of the agreement
4.1 All quotations from the contractor are without obligation.
4.2Every quotation is valid for thirty (30) days from the date of the offer. The contractor reserves the right to change or cancel all or part of its offer until the final and written acceptance of the order by the contractor. Of the rates that are displayed for commercial purposes (on brochures, the website, newsletters, etc.) may be deviated from provided written warning by the contractor.
4.3 The provision of the translation assignment must always be done in writing via e-mail. Telephone orders must be confirmed by the client in writing within twenty-four (24) hours, if the next day is a working day. If this does not happen, the order will be considered non-existent.
4.4 The agreement to perform the assignment is established by written acceptance by the client of the quotation of the contractor or, if no quotation has been given, by written acceptance by the contractor of an assignment placed by the client. The contractor reserves the right to revoke the price quotation and the delivery dates stated after acceptance of the offer by the client, if the contractor has not been able to see the full text before the quotation. The contract for the performance of the contract only comes about on condition that the contractor, after having inspected the text to be translated, can terminate the contract within a reasonable time for serious reasons, without incurring any liability towards the client. Texts with a punishable content and texts which are in conflict with good morals can be refused by the contractor after the conclusion of the agreement. By accepting the quotation and / or placing the assignment, the client agrees with the general conditions of the contractor.
Article 5: Change and withdrawal of assignments
5.1 In the event of any change to the agreement by the client after final acceptance of the order by the contractor, as stated in point 4.4, the contractor reserves the right to change the agreed deadlines and / or rates or to refuse the order after all. If the contractor decides to refuse the assignment, the client is obliged to pay the part of the work that has already been carried out.
5.2 In case of withdrawal or termination of the agreement by the client after final acceptance of the assignment by the contractor, as stated in point 4.4, the contractor reserves the right, if the order in question has already been executed, to charge the delivered work to one hundred percent (100%). The work already carried out is made available to the client. If the assignment has not yet begun at the time of termination of the agreement by the client, the contractor will demand compensation of twenty-five percent (25%) of the total invoice amount from the client.
Article 6: Execution of the translation assignment and confidentiality
6.1 The contractor undertakes to execute, or have executed, the assignment placed by the client with good professional knowledge and professional competence. In the execution of the assignment the contractor takes into account the possible purposes and instructions of the client. These purposes and instructions must be communicated by the client to the contractor when the order is placed. If the placing of the assignment is not accompanied by a notification of purposes or instructions, the contractor will assume that the assignment is intended for internal use within the company of the client. If the client, after placing the order, provides timely instructions, within the reasonable and in a responsible manner, then the contractor undertakes to include these instructions in the assignment.
6.2 The client undertakes to deliver the required materials for the order placed in a legible form to the contractor via e-mail. If the text in the file can not be recognized by most common software by default, the contractor can charge a surcharge for the transcription of the source materials. The contractor undertakes to inform the client in good time of this tariff increase. If the client makes use of spellings that differ from the recognized spellings, he must notify this when placing the order. The same applies to specific terminology and brand names. If the contractor does not receive such instructions, it will always provide a translation that is generally understandable. However, if this proves impossible, as in the case of internal abbreviations, etc., the contractor will leave this as in the source language and state it on delivery to the client. The responsibility for delivering the translation by e-mail lies entirely with the contractor.
6.3 The contractor undertakes to treat the content of assignments in accordance with the duty of confidentiality.
6.4 The contractor reserves the right to have a translation carried out by a third party without written notice to the client and unless otherwise agreed in writing. The contractor hereby undertakes to ensure that this third party is able to respect the duty of confidentiality and to carry out the assignment properly.
Article 7: Copyright
7.1 The contractor remains the holder of the intellectual rights to the translations produced by the contractor until the moment that the client has paid his invoice.
7.2 The client indemnifies the contractor against claims from third parties for alleged infringement of copyright that would result from the execution of the assignment.
Article 8: Deadlines, form and time of delivery
8.1 Unless expressly agreed otherwise in writing, the contractor shall not be bound by the delivery and execution deadlines set by the client. The agreed delivery date is the target deadline. Despite the fact that the contractor makes every effort to meet the agreed delivery deadline, it undertakes to inform the client immediately as soon as it becomes clear to the contractor that the assignment in question will not be completed within the specified period (e.g. by force majeure as defined in Article 10).
8.2 In case of exceeding the set deadline of at least seventy-two (72) hours, the client has the right to dissolve the placed translation assignment unilaterally. This decision must then be communicated explicitly and in writing (by e-mail) to the contractor. In no case can the client claim compensation. Any work already carried out will be invoiced and made available to the client.
8.3 In general, the delivery of orders performed by the contractor takes place electronically via e-mail.
8.4 The delivery takes place after the order has been sent by the contractor by e-mail.
8.5 In connection with the execution of the agreement by the contractor, the client is obliged to do all that is reasonably necessary or desirable to make timely delivery by the contractor possible.
Article 9: Fee, allowance, discount and payment
9.1 All prices quoted by the contractor are in Euros and exclusive of VAT, unless expressly stated otherwise in writing. The price quoted by the contractor for the performance to be performed applies exclusively to the performance in accordance with the agreed specifications.
9.2 Unless explicitly agreed otherwise in writing, the fee is in principle based on a standard word rate applicable to the contractor in the source text. The count of the words in this source text is done electronically.
9.3 The contractor will apply certain supplements in addition to the standard rate. All rates are valid for a translation rate of up to three thousand (3,000) words per working day. Weekends and public holidays do not count as working days. In this case the contractor is entitled to increase the price. This also applies to source material that is supplied poorly readable (see 6.2).
9.4 Unless explicitly agreed otherwise in writing, the payment of the invoice must take place within thirty (30) days from the invoice date in the currency in which the invoice is drawn up, namely in Euros, by deposit or transfer on the bank account mentioned on the invoice. The assignment is only fully concluded at the moment that the client has transferred the integral invoice amount to the contractor.
9.5 In the event of non-payment of the invoice on the due date of this invoice, the contractor reserves the right, by operation of law and without an in-moratorium:
- to claim a negligence interest of ten percent (10 %);
- to demand extra administration costs, set at seven Euros (€ 7), for sending each reminder by the contractor by registered mail.
Every payment by the client in case of lateness of payment first of all contains the main amount of the outstanding invoice, then the administration costs and then the negligence interest.
9.6 In the event of non-payment of the invoice on the due date of the invoice, the contractor reserves the right, by operation of law and without any moratorium, to suspend all orders until the full payment of all amounts due, i.e. principal and additional costs.
Article 10: Force Majeure
10.1 A shortcoming can not be attributed to the contractor, as the shortcoming is not due to his fault, nor is it due to law, legal act or generally accepted views. In this case, the parties are also not obliged to fulfill the obligations arising from the agreement. .
10.2 If the contractor has to cease further performance of the agreement as a result of force majeure, he will retain the right to compensation for the work carried out up to that time and the costs incurred.
Article 11: Dispute resolution and legislation
11.1 All legal relationships between the contractor and the client are exclusively subject to Belgian law.
11.2 Any dispute concerning these General Terms and Conditions shall fall under the exclusive jurisdiction of the courts of the registered office of the contractor.