General terms and conditions for translation services
provided by Untranslate
(1) Untranslate under the form of a NV, a company incorporated and existing under the laws of Belgium, with its registered office at B-2550 Kontich, Veldkant 33A and company number BE 0641.774.269, duly represented by Nathalie De Sutter, Director provides translation services (hereinafter: the “Service Provider”).
(2) Untranslate currently provides the service into all European languages in accordance with Paragraph 1.
(3) Working methods, domain characteristics, performance variants and the current languages on offer from Untranslate are generally apparent from the descriptions which can be viewed at www.untranslate.be or any other marketing collaterals (e.g. mailings, product descriptions, presentations and proposals).
(4) Companies, governments and organisations (hereinafter: the “Client”) can commission the services of Untranslate under the following conditions.
§1 Object of the agreement
The object of the agreement between the Service Provider and Client is the creation of translations according to the order acknowledgement of the Service Provider in compliance with § 2 Paragraph 3 of these conditions.
§2 Conclusion of the agreement, term
(1) After enquiry and presentation of the text to be translated (hereinafter: source text) by the Client via email, FTP, the Untranslate portal or web services (in case of CMS-TMS integration) the parties shall come to an agreement regarding service contents, payment, formats, scope of use, obligation of the Client to cooperate and other conditions. In particular the Service Provider shall also inform the Client hereby of items of information, which must be provided by the Client.
(2) The Service Provider compiles the agreement according to Paragraph 1 in an offer to the Client, which the Service Provider shall send to the Client by email or which can be accessed via the Untranslate portal. The Service Provider gives a non-binding estimate, which the Service Provider shall orientate to the respective language, scope and the degree of difficulty of the text submitted. Unless expressed differently (inclusive prices, surcharges) the estimate is based on the number of words. The Service Provider charges a minimum fee per project and language of EUR 75.00 (plus VAT).
(3) The agreement between the Service Provider and Client comes into effect when the Client accepts the offer according to Paragraph 2 by email to the Service Provider or by confirming via the Untranslate portal. The Service Provider acknowledges acceptance of the offer by email.
§3 Translation Service Provider services, acceptance
(1) Translations from Untranslate are produced by professional linguists who are native speakers of the target language and have the required competences and qualifications as defined by the International Standard NEN-EN-ISO 17100:2015, which can be viewed at www.untranslate.be.
(2) The Service Provider carries out the contracted services agreed in accordance with § 2 within the agreed deadlines and provides the Client with the resulting outcome in the agreed form with the request to check the translation within five working days. Any requests for changes, which the Client submits within the deadline for changes, will be taken into consideration by the Service Provider and amended to ensure correct service provision; § 4 applies accordingly.
(3) If the Client allows the deadline according to Paragraph 2 to elapse without reaction, the service applies as being in accordance with the contract and is accepted.
(4) If the Client wants changes to the texts after acceptance of the service, the Service Provider shall make the changes in isolated cases subject to a charge after corresponding agreement.
§4 Client’s obligation to co-operate
(1) The Client supplies the necessary helpful material for providing the service and understanding the source text such as texts, photographs, logos etc. in the agreed form and in due time to the Service Provider in accordance with the agreement reached in compliance with § 2. In the case of electronic transmission the Client guarantees that the source text and other materials are virus-free and, if possible, selects a form of file, which allows an electronic count.
(2) The Client should inform the Service Provider whether the Client attaches importance to taking specific linguistic usage into consideration (e.g. the use of certain synonyms due to specific preference).
(3) Enquiries by the Service Provider regarding the content of the source texts should be answered by Client in writing as soon as possible. The same applies to information from the Service Provider regarding inaccuracies and inconsistencies of the respective texts.
§5 Responsibility for contents, industrial property rights, copyright
(1) The Client is solely responsible for the contents of the source texts.
(2) The Service Provider shall indicate errors, ambiguities and inaccuracies of the submitted source texts to the Client on a non-binding, voluntary basis; the rule of Paragraph 1 remains unaffected.
(3) Paragraphs 1 and 2 apply accordingly for third party industrial property rights, e.g. respective trademark rights.
(4) With the exception of contractual use, the copyrights of the materials made available by the Client remain with the Client.
§6 Third-party rights, exemption
(1) The Client shall hold the Service Provider harmless against any claims, which a third-party makes against the Service Provider based on rights violation of contents of the source text of the Client, unless the Service Provider is responsible for the contents that violated the rights.
(2) The Service Provider is responsible according to Paragraph 1, if the contents of the translation deviate from the source texts or additional instructions of the Client or independently violates industrial protection rights in deviation from the rules of § 5 Paragraph 3.
§7 Due date of payment, default of payment
(1) All invoices of the Service Provider should be paid within 30 days of the invoice date without deduction, unless otherwise agreed. Cheques and bills of exchange are only accepted as payment after deduction of any bank charges.
(2) If the Client changes the source text or cancels the order after the Service Provider has started performing the services, the Service Provider reserves the right to invoice the time taken accordingly.
(3) If the Client is in default of payment for more than two months, the Service Provider is entitled to refuse further service provisions to the Client until clearance of the default of payment.
(4) Other legal or contractual rights of the Service Provider remain unaffected.
§8 Data protection, confidentiality
(1) The Service Provider shall store and process personal data of the Client to the extent that is required within the framework of the contractual relationship.
(2) Both contract partners undertake to treat confidentially information about the other contract partner, insofar as it does not involve information already known in the public domain.
(3) The parties shall also enforce the obligations from Paragraph 2 on their employees and any third parties used for providing services.
(1) These general terms and conditions of use contain all the regulations between the Service Provider and Client with regard to the object of the agreement. Previous agreements and understandings between the parties regarding the object of the agreement lose their validity when these terms and conditions come into effect.
(2) General terms and conditions of the Client are not and will not become the object of the relationship of the parties to the object of the agreement. Their validity is contradicted in advance.
§10 Transfer of rights
A contract party is not entitled to transfer individual or full rights from business relationship between the Service Provider and Client to a third party without prior written agreement of the other party.
§11 Liability for violations of duty
(1) If the contractual performance of the Service Provider has errors which more than insignificantly impair the fitness for purpose of the performance for the Client, the Client can, subject to an immediate comprehensive written complaint, demand the contractual provision of the service from the Service Provider after a reasonable period of grace.
(2) If the contractual provision of services in cases of Paragraph 1 is unsuccessful despite two attempts within the reasonable period of grace by the Service Provider, the Client can withdraw from the affected contract or demand an appropriate deduction.
(3) The Service Provider is not responsible for faults, which are caused by violation of the Client’s obligation to cooperate from § 4 or originate in the sphere of responsibility of a third party (for example a communication network operator).
(4) The Service Provider is only liable for damages of the Client, insofar as the damage was caused wilfully or through gross negligence by the Service Provider, his/her employees, legal representatives or other vicarious agents. In addition, the Service Provider is only liable for foreseeable damages caused by breach of essential contractual obligations by the Service Provider. These are for example the obligations from § 3. Liability is excluded for loss of profits by the Client, loss of savings by the Client, direct damages, consequential damages, damages which originate in the telecommunication infrastructure provided by a third party, as well as damages caused by irregular conduct by the Client according to § 4 of these terms.
(5) The aforementioned limitations of liability shall not apply in cases of mandatory product liability or in the event of injury to life, body or health.
(6) The Service Provider is not liable for damages due to force majeure. These are, in particular, natural disasters, acts of war, industrial disputes and similar events.
§12 applicable law and jurisdiction
(1) All issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of this Agreement shall be governed by and construed in accordance with Belgian law, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international), that would cause the laws of any other jurisdiction to be applicable.
(2) All disputes concerning the validity, interpretation, enforcement, performance and termination of this Agreement shall be submitted to the exclusive jurisdiction of the courts of Antwerp.
§13 Written form
(1) Changes, additions and cancellation of these terms and conditions or a contract as well as the written-form requirement must be made in writing.
(2) All notifications, declarations or cancellations, which are mentioned in these terms and conditions or are based on them, require the written form to become valid. An email satisfies the written-form requirement.
§14 Severability clause
Should individual clauses of these terms and conditions become ineffective or inoperable, the effectiveness of the remaining provisions shall remain unaffected
§15 Final clause
If the Service Provider departs from individual rules of the business relationship in favour of the Client for reasons of goodwill or other reasons, this is not a waiver of the legal position from the rules nor can the Client derive rights for identical or similar cases.