Last update: 27/02/2023
These general terms and conditions apply to all offers and/or commissions to carry out work or the provision of services by Artois Translations/Lisa Artois, with its registered office at Bemelstraat 6A, box 0 in (B-1150) Sint-Pieters-Woluwe (Belgium) and with company number 0676.447.613 (hereafter referred to as “the translator”) for the client, as well as every agreement between the translator and the client.
These conditions are a translation of the original Dutch version. In the event of any discrepancy between the different language versions of these general terms and conditions, the Dutch version shall prevail.
Article 1 – General provisions
- These general terms and conditions will prevail over those of the client. By accepting the quote and/or invoice, the client acknowledges that they are familiar with these general terms and conditions and accept them without reservation.
- Deviation from these general terms and conditions is only possible if the translator explicitly agrees to this in writing.
- If another agreement has been concluded with respect to one or more provisions, the remaining provisions will remain in full force.
- If a situation arises between the parties that is not provided for in these general terms and conditions, the case must be assessed in the spirit of these general terms and conditions.
- The mere fact that the translator waives or does not rely on strict adherence to these general terms and conditions or parts thereof in one or more concrete situations will not affect the translator’s right to rely on these general terms and conditions in other cases.
Article 2 – Quotes and formation of the agreement
- Quotes are sent by email, and the price indication may either be contained in the email itself or in a separate attachment to the email. Verbal offers and quotes are valid only if subsequently confirmed in writing by the translator.
- Quotes are valid for seven days of the date they were issued. This issue date is the date on which the email containing the quote was sent.
- Any deadlines or delivery dates stated in the quote are only an indication.
- Quotes are prepared based on the information provided by the client to the translator at the time they are issued. Any subsequent change in the content or nature of the assignment, whether this involves additional or new documents, new information, or changes to or an expansion of the original text, will invalidate the current quote. In all of the cases above, the translator will prepare a new pricing/delivery schedule as soon as all of the final information is available. This new pricing/delivery date does not affect the formation of the agreement, and the client may not invoke these as a reason to cancel the order. If the client is unable to provide a finalized text when they request the quote, the quote may only be considered an estimate and is not binding for the translator.
- Any discounts stated in the quote only apply to the current offer and assignment. The translator is not obligated to use the same discounts to subsequent quotes.
- The translator is not bound to honor the quote if the quote, or part thereof, contains an obvious mistake or clerical error.
Article 3 – Advance payment
- For all orders above €1,000 excluding VAT, the translator reserves the right to request a 40% advance payment excluding VAT. The translator will not start the job until the advance payment has been deposited into their account.
Article 4 – Performance of services and translator’s obligations
- The translator undertakes to complete the assignment to the best of their ability. The translator’s commitment involves a best-efforts obligation.
- The translator will render the services within the limits of the information the client has provided. In doing so, the translator has the right to rely on the accuracy and completeness of the information the client provides. The translator may not be held liable for the incorrect performance of the services if this is due to incorrect, incomplete, or late information supplied by the client.
Article 5 – The client’s obligations
- The client undertakes to provide the translator with all of the materials necessary to the proper completion of the assignment. This means that the client will not only provide all of the final and correct files to be translated, revised, updated, and so forth, but must also provide the necessary terminology, translation memories, relevant reference materials, and other information that the client expects the translator to take into account in performing the work.
- The translator may not be held liable if the client fails to fulfill their obligations, as a result of which the translator cannot deliver the expected quality or meet the agreed delivery deadline.
Article 6 – Time of delivery
- Delivery is deemed to have taken place at the time of delivery or dispatch by electronic mail, regular mail, fax, or courier.
Article 7 – Subcontracting to third parties
- The translator reserves the right to subcontract all or part of the assignment to third parties or to involve third parties in the project based on their skills or expertise.
Article 8 – Confidentiality
- The translator will always treat materials and information shared by the client with confidentiality, both before, during, and after the performance of the assignment.
- If the client would like files and information to be handled in a specific way for confidentiality reasons, the client must notify the translator of this wish in a timely manner.
- The translator may not be held liable if the files or information are intercepted at the time they are sent via the client’s chosen medium (email, WeTransfer, cloud services, etc.).
- If the translator deems it necessary to involve third parties in the assignment, the translator will notify these third parties of the confidentiality requirements pertaining to the work.
- The client may refuse to allow the translator to share files and data with third parties for confidentiality reasons. The translator has the right to refuse the assignment in this case.
Article 9 – Termination of the agreement by the translator
- The translator will be entitled to terminate all or part of the agreement at their own discretion if the client is negligent in fulfilling their obligations, has failed to arrange payment for past-due invoices, is declared bankrupt or is under a legal restructuring order, goes into liquidation, ceases or effectively terminates their business activities. In such a case, the translator will terminate the agreement through a simple written notification, without judicial intervention, and without prejudice to any compensation for damage or interest.
- If, after the agreement has been concluded, it appears that the performance of the services is not reasonably possible and that this is due to the information provided by the client, the translator will have the right to cancel the agreement or to charge additional fees for the work that deviates from that which was quoted. The above will also apply if, during the fulfillment of the agreement, it becomes apparent that the nature of the information the client provided when the agreement was concluded deviates substantially from that which was provided during the ultimate fulfillment of the contract.
- Cancellation of the agreement as referred to in Articles 9.1 and 9.2 does not serve to discharge the client from their obligation to pay for the work the translator has already performed.
Article 10 – Cancellation by the client
- The client has the right to terminate the agreement. If the client wishes to terminate the agreement, they must notify the translator in writing as soon as possible.
- Confirmed orders canceled by the client one (1) working day before the agreed delivery date will be invoiced in full. If the order is canceled before this deadline, the costs already incurred, services rendered and/or any other work done will be invoiced, increased by a flat compensation fee of 15% of the total invoice amount. Since the work produced up to that point will not have been reviewed, the translator is not liable for the quality of the work delivered.
Article 11 – Rates and payment
- An additional charge will be invoiced:
- for changes and/or improvements to the original layout or content of the text not provided for in the quote;
- when the source text is delivered in paper form or in a non-editable file format.
- All invoices are payable net by the due date. All additional costs related to the payment (bank fees, transaction fees, processing fees, etc.) will be borne by the client.
- The invoice must be paid no later than 30 days from the date of the invoice in the currency indicated on the invoice. In the event all or part of the payment due is not paid by the due date, a default interest of 1% for every new month, calculated from the due date of the invoice, will be owed on the balance due by operation of law and without prior notice of default being required. Additionally, a flat compensation fee of 10% of the invoice amount, subject to a minimum of €100, will also be payable by operation of law and without notice of default being required, in compensation for the damage suffered as a result of late payment.
- If the client is ruled against, all judicial and extrajudicial costs incurred for the collection of an outstanding debt will be borne by the client.
- If the client is in default or arrears for the payment of the invoice, the translator reserves the right to immediately cease work on all current assignments until the invoice is paid.
- The target file (the translation, revision, rework, etc.) remains the full property of the translator until the invoice is paid in full.
Article 12 – Claims
- After the assignment has been sent back to the client, the client has fourteen (14) days to notify the translator of any comments on the content of the work. The delivered work will be deemed to be accepted in its final form after this period expires.
If a comment involves a stylistic preference or a linguistic aspect (such as grammar), the translator reserves the right to justify their choice, or provide linguistic clarification and refute the comment.
- If the client requests changes to the order after the 14-day period from the date the work was sent, this will be treated as a new order and, therefore, subject to a separate quote.
- Claims regarding the invoice that are received 14 or more calendar days after receipt of the invoice will be rejected. Any claims must be submitted by registered mail and must be accompanied by reasons.
- Reporting a claim does not release the client from their payment obligation.
Article 13 – Liability
- The translator is not responsible for the accuracy of the client’s data and accepts no liability for damage of any kind arising from the use of the data provided.
- The translator cannot be held liable for claims related to the style of the target file.
- The translator is not responsible for any damage if the client fails to fulfill their obligations to the translator. This includes, yet is not limited to, cases in which the translator asks a question about the assignment (due to errors, ambiguities, and so on) and the client fails to provide an answer, or does not provide a satisfactory answer, as a result of which the translator is hindered from performing their work in the most optimal manner. This also includes cases in which the client fails to provide all of the information and materials necessary to the proper execution of the assignment.
- The translator is not liable for any damage resulting from assignments that have been altered or not used in their entirety after delivery without the translator’s knowledge or approval.
- In the event the translator is found liable for any proven damage, the translator’s liability will, in such a case, be limited to the invoice amount, excluding value-added tax (BTW), for the relevant assignment.
- The translator’s liability will always be limited to direct damage and never covers indirect or consequential damage.
- The client undertakes to indemnify the translator against any and all claims by third parties relating to the work delivered and its content or style.
Article 14 – Intellectual property
- By sharing files or information with the translator, the client acknowledges their right to share these files or data. In other words, they are the author of the information or have the author’s authorization to share it.
- The client indemnifies the translator in every case against claims from third parties arising from alleged infringement of intellectual property rights, patents, copyrights or other intellectual property rights associated with the fulfillment of the agreement.
- If, in the course of fulfilling an agreement, the translator acquires knowledge regarding the translation of certain words or concepts, they may use this knowledge for other purposes or to fulfill other agreements.
- Every translation, revision, reworking, etc., carried out by the translator is considered a new work. As such, the translator is the owner of the intellectual property rights for that work. The translator will transfer all intellectual property rights that have been created by virtue of performing the assignment to the client at the time the invoice is paid in full. This transfer applies for the full duration of the copyright and extends to the entire world. The compensation for the copyright is included in the fee paid for the performance of the assignment.
Article 15 – Force majeure
- In these general terms and conditions, in addition to the legal definition and interpretation of the term, force majeure is defined to include all external causes, whether or not foreseeable, over which the translator cannot exercise any control, but which prevent the translator from being able to meet their commitments. This includes yet is not limited to fires, accidents, illness, strikes, rioting, war, government measures, long-lasting power disruptions, transport restrictions, and the threat of terrorism.
- The translator’s obligations will be suspended during the force majeure event(s). If the force majeure situation prevents the translator from fulfilling their obligations, both parties have the right to terminate the agreement without any obligation to pay compensation. The client’s payment obligation for work already carried out will remain in force.
Article 16 – Disputes
- All agreements concluded with the translator are governed by the laws of Belgium. All disputes will fall under the exclusive jurisdiction of the Dutch-speaking courts having jurisdiction in the translator’s place of business.