General Terms of Business
Article 1. Definitions and scope
The present general terms of business govern the contract between the parties, i.e. the SPRL-Starter FONTAINE DE MOTS (and thereafter FONTAINE DE MOTS SPRL once it has become a full-fledged SPRL), whose registered office is at Rue de Huy 271 in 4317 Faimes, and registered with the Crossroads Bank for Enterprises under number 0641.942.436, of the one part (hereinafter referred to as the “Company”), and the principal, of the other part.
The “Principal” is any natural or legal person acting for purposes relating to his trade, business, craft or profession who places an order for the supply of one or more Service(s) with the Company.
The Company’s “Services” include, but are not limited to, translation, bilingual proofreading, unilingual proofreading, subtitling, transcription, copywriting, layout, etc.
The present general terms of business shall take precedence over the Principal’s general terms of business, if any. Acceptance of these general terms of business implies that the Principal waives his own general or special terms of business.
The Company reserves the right to amend these general terms of business at any moment. Amendments shall apply to any subsequent orders the Principal may place.
Article 2. Quotations and rates
On request, the Company shall provide a quotation for its Services, free of charge. Quotations are valid for the period specified in the quotation only. The Principal shall expressly confirm his order for Services by any written means of communication. In doing so, he confirms his acceptance of the present general terms of business which he shall receive together with the quotation.
The Company shall fix its fee for the Services on the basis of the Principal’s initial enquiry, documents, files and media as communicated to the Company.
Deadlines that call for evening, night or weekend work are subject to a higher fee. Any costs ensuing from a change in the Principal’s original deadline may be passed on to the Principal. Changes in and/or corrections to the original layout of the text are subject to a surcharge.
Source texts supplied in paper format or in a non-editable format are subject to a higher rate. A minimum rate is applied to each unique source text.
Article 3. Payment
The Principal will be issued with an invoice for the relevant fees, increased by the corresponding VAT, payment of which shall be made into the bank account of the Company by the due date specified on the invoice.
Any invoices that have not been settled by their due date shall automatically be subject to monthly interest, contractually fixed at 1 %. Each month commenced shall be regarded as a full month. The Company reserves the right to, without prior formal notice being required, charge the Principal a fixed fee of 10 % of the invoice amount with a minimum of € 25.00 (twenty-five euro) by virtue of damages, without prejudice to the Company’s right to seek compensation for the actual damage sustained and costs incurred.
In the event of a delay in or failure to pay any one of Company’s invoices, the Company shall be at liberty to suspend its Services.
Article 4. Complaints
Complaints shall be made in writing and in a substantiated manner. Complaints shall only be entertained if they are sent to the registered office of the Company by registered post and within one week of the Service having been provided. Any invoice that has not been contested by registered post within one week of receipt shall be deemed to have been definitively accepted. Complaints do not suspend the payment term. Likewise, an unjustified refusal to accept the Service provided shall not constitute grounds for non-payment of the invoice issued in respect of the Service concerned.
Article 5. Liability
The Company declines any and all responsibility for whatever use or whatever changes, however minor, the Principal may make of/to the documents that the Company has delivered in the context of the Services provided.
The Company cannot be held liable for any errors in the texts it receives from the Principal.
The Company shall not be held responsible for any delays in the performance of the Service in cases where its subcontractor, whom it entrusted with the assignment, is unable to meet the deadline for reasons of illness, an accident, temporary inability to work or a case of force majeure. However, the Company is obliged to notify the Principal within a reasonable period of time and to do everything in its power to find a solution as soon as possible.
Neither shall the Company be held liable in cases where a delay in the performance of the Service is caused by a delay attributable to third parties (courier service, postal services, etc.) or if a source document or file and/or document to be delivered to the Principal is damaged during transport.
The Company declines all responsibility for any damage and/or late delivery attributable to third parties entrusted with the delivery, shipping and/or transmission of the source text or of the document to be delivered to the Principal. With the exception of serious and clearly established grievances, the Company’s liability for the performance of its Services and/or quality of the documents delivered shall in any event be limited to the billable amount of the Services concerned.
The Company’s liability shall invariably be limited to the direct damage sustained and shall never extend to incidental or consequential damage.
The Principal undertakes to safeguard the Company against any third-party claims.
Article 6. Subcontracting
The Principal expressly accepts that the assignment may be subcontracted to another service provider without prior consultation.
Where subcontractors are used, the Company undertakes to ensure that the subcontractor(s) act(s) in compliance with the present general terms of business, more specifically with the provisions relating to confidentiality.
The Principal shall remain the client of the Company, even in cases where there are reasons for the Principal to liaise with one of the Company’s subcontractors. Acceptance of the present general terms of business implies that the Principal undertakes not to contract with the Company’s subcontractors directly, failing which the Company reserves the right to claim full compensation from the Principal for the prejudice sustained.
Article 7. Amendments/cancellations
Any amendments and/or additions after the assignment has been awarded shall be deemed to be a separate assignment. Any Service confirmed by the Principal in writing that is unilaterally cancelled less than one working day before the contractual delivery date shall be invoiced for in full. Services cancelled prior to that date shall be invoiced for on a pro rata basis of the services performed up to the time of cancellation, increased by a fixed indemnity of 20 %.
Article 8. Intellectual property
The Company retains the copyright in the texts translated or authored on behalf of the Principal. They may not be reproduced in any form whatsoever, whether in part or in full, by any means whatsoever, including electronically, without the explicit prior consent of the Company in writing.
Article 9. Confidentiality
The Company and its subcontractors are bound by professional secrecy. They guarantee to the Principal that they will treat any information, plans and documents they receive from the Principal in the context of the Services the Company provides with the utmost confidentiality and will not disclose this information, these plans or documents to third parties, whether directly or indirectly, without the prior consent of the Principal in writing.
The Company undertakes to impose this obligation of confidentiality on any person providing services on its behalf in the context of its assignments. As a consequence, the Company shall be liable vis-à-vis the Principal for any breach of confidentiality on the part of these persons.
Article 10. Miscellaneous provisions
The illegality or invalidity of an article, paragraph or provision (or part of an article, paragraph or provision) shall not in any way affect the validity of the other articles, paragraphs or provisions of the present general terms of business, or of the rest of the article, paragraph or provision in question, unless a contrary intention is self-evident.
The headings used in these general terms of business are inserted for reference and convenience only. They shall not in any way affect the meaning or the scope of the provisions they refer to.
10.3 Non waiver
On no account shall either party’s inaction, failure or delay to/in exercise/exercising a right or remedy in accordance with the present general terms of business be construed as a waiver of said party’s right or remedy.
10.4 Amendments to the present general terms of business
Any derogation from the present general terms of business shall invariably require the express written consent of both the Company and the Principal. Alternative arrangements in relation to any one provision of the present general terms of business shall not in any way affect the other provisions which shall remain in full force and effect.
10.5 Applicable law and competent jurisdiction
These general terms of business are governed by Belgian law. Solely the courts of the judicial district of Liège have jurisdiction to take cognizance of any disputes that may arise.