- APPLICATION OF THE TERMS AND CONDITIONS – ENFORCEABILITY
For the purposes of these terms and conditions, the term “Customer” designates any person, legal or natural, represented by the signatory of the Quotation or any other document equivalent to a Purchase Order. For the purposes of these terms and conditions, the term “Service Provider” designates Stoquart SA and/or its Subsidiaries.
Any order placed entails the Customer’s full and unreserved acceptance of these terms and conditions of sale to the exclusion of any other document. Unless subject to a formal written exception appearing on the purchase order that has become firm and final, no particular condition can prevail over the terms and conditions of sale.
The performance of any service by the Service Provider entails the Customer’s acceptance of these terms and conditions, and the waiver of the Customer’s own terms and conditions of purchase. Any provision to the contrary shall therefore, in the absence of express agreement, be unenforceable upon the Service Provider, regardless of when the provision may have been brought to its attention.
The fact that the Service Provider does not invoke any of these terms conditions of sale at a given point cannot be interpreted as equating to a waiver of the ability to invoke any of the aforesaid conditions subsequently.
These Terms and Conditions apply to services provided to the Service Provider’s professional and private customers, regardless of the clauses that may appear in the Customer’s documents, including the Customer’s terms and conditions of purchase.
These General Conditions apply to all services and in particular to the following services: translation – proofreading – page layouts.
The Service Provider reserves the right to depart from certain clauses of these Terms and Conditions without prior agreement from the Customer.
The Service Provider deems without restriction that any employee or staff member of a company or organisation placing an order on behalf of that company or organisation has received prior authorisation from his or her line management to undertake the purchase of services.
- ACCEPTANCE AND PLACEMENT OF ORDERS
The Customer shall enable the Service Provider to assess the level of difficulty of the text to be translated. The contract is formed either by the customer’s written acceptance of our quotation or, in the absence of a quotation, by our confirmation of an order placed in writing by the Customer.
At the Customer’s request, the Service Provider can issue a quotation based on the documents supplied to be translated or the information provided by the Customer.
The quotation sent by the Service Provider to the Customer, by mail, fax or email, shall specify inter alia:
- The number of pages or words to be translated;
- The translation language;
- The method for calculating the price of the translation service. The latter shall be invoiced either on a flat-rate basis, or by the time spent, or on the basis of the Service Provider’s rate in force on the day the quotation was issued, for instance per source word (i.e. by the number of words contained in the text to be translated) or per target word (i.e. by the number of words contained in the translated text) according to the word count shown by Microsoft Word (Tools, Statistics), per line, per page, or per hour;
- The delivery deadline for the translation service;
- The format of the documents to be translated in case of a specific layout request for the document to be delivered;
- Any price increase applied, for instance due to urgency, specific terminological research or any other request outside the Service Provider’s usual services.
The Customer may supply the texts to be translated with reference documents and/or diagrams, drawings or plans to be used as a basis for the translator’s work. Similarly, any glossary provided by the Customer will be taken into account and integrated into the translation.
More generally, any document sent by the Service Provider to the Customer that includes a description of the work to be carried out and the price for the service shall be considered to be a quotation.
To confirm the order, making it firm and final, the Customer must return the quotation to the Service Provider without any alteration and with an expression of consent. Should acceptance of the quotation not be received, the Service Provider reserves the right not to start work on the service.
In the absence of confirmation of the order in accordance with the method set out above and within the period stated on the quotation, the quotation will be considered null and void.
The Service Provider reserves the right, after having informed the Customer, to increase its prices for the services and/or not to respect the delivery date stated on the Customer’s initial order confirmation, particularly in the following instances:
- The modification of documents or the addition of supplementary documents by the Customer after the quotation has been issued by the Service Provider, in which case the Service Provider reserves the right to adjust the price according to the volume of supplementary text registered or requested;
- The absence of documents when the quotation was issued. If the quotation had to be based only on communication of the approximate number of words and an extract of the content.
In the absence of the Customer’s express agreement to these new delivery and/or billing terms, the Service Provider reserves the right not to start work on the service. Unless otherwise indicated in the quotation, the costs incurred for the performance of the service (travel, sending express mail, etc.) are to be covered by the customer.
Any decision to discount, reduce or apply sliding-scale rates, based on a percentage or flat rate (per page, per line or per hour), remains at the sole discretion of the Service Provider and applies only to the service in question. Any discounts or rebates granted to the Customer shall under no circumstances lead to an acquired right for subsequent services.
The Customer may also place an order by sending the Service Provider a Purchase Order or Purchase Request issued by the Customer’s authorised teams, or by sending the Service Provider payment for all or part of the proposed service. In these last instances, the order placed by the Customer shall be deemed accepted only if the Service Provider supplies written confirmation.
In the event that the Service Provider did not provide the Customer with a prior quotation, the translation services will be invoiced in accordance with the Service Provider’s usual base rate.
For the purpose of proving the existence of this acceptance of quotation, the Customer agrees to consider faxes, emails, copies and digital versions as equivalent to the original and as perfect proof.
Any order totalling over 1,000 euros excluding taxation may be subject to a request for a deposit, the percentage of which will be specified in the quotation. In this case, work will start on the services only after receipt of the deposit.
- ORDER CANCELLATION
In the event that the Customer cancels an order that has become firm and final, the Service Provider may invoice the Customer for 100% of the work already carried out as of the date of cancellation, as well as 50% of the balance of the original order total.
- DELIVERY DEADLINE
Subject to receipt by the Service Provider of all documents covered by the translation service, any delivery deadline mentioned in the quotation only applies if the Customer confirms the order in accordance with the method set out in Article 2 above within 1 (one) business day of receipt of the quotation. After this period, the delivery date may be revised according to the Service Provider’s workload.
The Service Provider undertakes to inform the customer directly in the event that it is unable to meet the stated deadline.
Any quotation received by the Service Provider after 5:00 p.m. will be considered to have been received the following day. If the following day is not a business day, the date taken into account will be the first subsequent business day.
Similarly, no delay attributable to the Customer (delay in the delivery of files, waiting for necessary information, invalid format, illegible text, etc.) will be eligible for any compensation from the Service Provider.
The Service Provider cannot be held responsible for any delays in delivery due inter alia to technical problems beyond its control, to any delays in delivery by fax, email and postal services, or to force majeure.
The rates for the Service Provider’s services differ according to the nature of the service performed. Translation services are ideally invoiced on a unit rate per source word. Editing, proofreading and reformatting services are invoiced on an hourly basis, after estimating the number of hours required to complete the work requested by the Customer.
Prices are net and exclusive of taxes. They will be communicated by the Service Provider upon request from the Customer.
These basic rates can be increased according to the format of the documents to be processed, the specific nature of the texts and the urgency of the deadline.
Any decision to discount or apply sliding scale rates, either on the basis of a percentage or a fixed monetary rate, remains at the sole discretion of the Provider. The application of a discount in no way obliges the Service Provider also to apply this discount to subsequent orders placed by the Customer.
Unless otherwise requested by the Customer, the translation of text contained in images, Flash animations, etc., shall be provided outside the image. However, the Service Provider may carry out reinstatement or image editing work, at the Customer’s express request and in exchange for an increase in its rates.
Each quotation is issued for preference on the basis of the documents to be processed, provided by the Customer. The price stated in the Quotation is firm and final, except in the following instances: (1) change of content or addition of documents by the Customer when the order is confirmed, (2) absence of documents when the quotation was issued, if the quotation was drawn up only on the basis of the approximate number of words and an extract of the content. (3) underestimation of the work to be carried out, especially for services invoiced on an hourly basis. In these instances, the Service Provider reserves the right to adjust the price indicated in its quotation and to issue an amended quotation.
- THE SERVICE PROVIDER’S OBLIGATIONS
The Service Provider shall make every effort to produce a translation that is as faithful as possible to the original and in accordance with established practice in the profession. The Service Provider will make every effort to take into account and integrate into the translation the information provided by the Client (glossaries, plans, drawings, abbreviations, etc.).
The Service Provider guarantees to the Customer that its work is subject to a constant quality control process. In the event of outsourcing, the Service Provider undertakes to use qualified providers and to ensure that they possess the required skills and the necessary means to perform the services correctly.
The Service Provider accepts no responsibility for any inconsistency or ambiguity in the original text, as the Customer is solely responsible for verifying the technical consistency of the final text.
- THE CUSTOMER’S OBLIGATIONS
The Customer undertakes to make available to the Service Provider all the texts to be translated and any technical information necessary for the understanding of the text and, if applicable, the specific terminology required. The Customer also agrees to respond to questions from the Service Provider regarding any difficulties in the source language content and other project specifications. If the Customer fails to meet the obligation to supply information to the Service Provider, the latter cannot be held responsible for any discrepancies or delay in delivery.
The Customer has a period of eight (8) working days from the receipt of the finalised documents to communicate in writing and with justification any disagreement regarding the quality of the service. After this period, the service will be deemed to have been duly completed and will be invoiced. The submission of a complaint without justification does not constitute grounds for non-payment of the full invoice.
The Customer loses any right of complaint if the Customer has adulterated, modified or caused to be modified the work delivered.
Under no circumstances can the Service Provider be held morally or materially liable for claims based on nuances of style or distinct terminological choices.
The discovery of some inaccuracies in a part of the translation cannot call into question the entirety of the work carried out by the Service Provider. The Service Provider reserves the right to make the necessary changes and/or to grant a discount or a credit note to the Customer if the complaints made by the Customer should prove to be founded. The Service Provider accepts no responsibility in the event that the translation does not use the Customer’s usual jargon or terminology if the Customer has not provided us with such jargon or terminology beforehand.
In the event of a dispute regarding the quality of the service, the Service Provider’s liability is limited to 25% of the value of the invoice concerned. Under no circumstances shall the Service Provider be held liable to the Client or any other person for any special, incidental, indirect or intangible losses (including but not limited to lost profits or savings, business interruption, damage to or replacement of equipment and property, or recovery or replacement of programs or data) arising out of claims based on the accuracy, legibility, correctness or consistency of information processed by the Service Provider, even if the Service Provider has been advised of the possibility of such claims or losses.
The Service Provider undertakes to respect the confidentiality of the information communicated to it before, during or after the performance of the service. The originals will be returned to the Customer on request.
The Service Provider is bound by professional confidentiality. This entails the non-disclosure of the content of the source text and of the translation itself and, if explicitly requested by the Customer, the non-disclosure of the Customer’s identity. The translator shall make it a point of honour to provide quality work under all circumstances. In the event that the order is fulfilled by a third party, we will impose confidentiality on that third party.
The Service Provider cannot be held liable due to any interception or misappropriation of information during the transfer of data, for instance via the internet. Consequently, it is the Customer’s responsibility to inform the Service Provider, prior to or when placing the order, of the means of transfer that the Customer wishes to be used in order to guarantee the confidentiality of any sensitive information.
- PROCESSING OF PERSONAL DATA
As part of its business, the Service Provider processes personal data relating to its prospects, customers and partners in accordance with the law of 8 December 1992 on the protection of privacy and the General Data Protection Regulation (GDPR) 2016/679 of 27 April 2016.
The person responsible for processing the personal data is the Managing Director of Stoquart SA.
The Service Provider only processes personal data that the Customer voluntarily submits to us, whether in the context of a request for a quotation or a request for information via the online submission form or by email. The Service Provider records the minimum amount of data necessary and only for the purpose of responding to the Customer’s request. It does not send the data to third parties. It does not send newsletters or mail-outs. These personal data are kept for the duration of the commercial relationship + 10 years.
The premises containing the computers and servers on which these data are located are physically protected. This protection consists of electronic and centralized input management, an alarm system, a cooling system and devices to protect against power failure and fire. Redundant backups ensure continuity of services can be provided at all times, without interruption or loss of data.
Provisions relating to professional confidentiality and privacy are included in the Service Provider’s contracts, agreements, work regulations and other documents, in order to raise awareness among our Customers, our staff and our external colleagues.
In accordance with GDPR requirements, the Service Provider hereby informs the Customer that the Customer is entitled to request the right of access, erasure, rectification, limitation and objection and the right to data portability. If the Customer decides to invoke one of these rights, an email can be sent to the person in charge of processing, Mr. Dimitri Stoquart, at the address firstname.lastname@example.org. The Customer also has the right to lodge a complaint with the Commission Vie Privée, which is the Belgian Data Protection Authority.
- CORRECTIONS AND PROOFREADING
Any complaint about the quality of the services will only be taken into consideration if it is explicitly submitted in writing, by registered letter with acknowledgement of receipt (or by email with automatic acknowledgement of receipt addressed to the Service Provider, no later than eight (8) working days after delivery of the work.
Any complaint must be accompanied by precise corrections and explicit comments on the nature of the disputed passages or terms, supported by relevant examples.
After this period of eight days, any translation will be deemed to have been approved and will be invoiced as of right.
In event of disagreement on certain points of the service, the Service Provider reserves the right to correct it in cooperation with the Customer. If the translation is to be published, the Service Provider will receive the print proof for proofreading.
In the event of a justified challenge regarding the quality of a piece of work carried out, the Service Provider, at its sole discretion, will, at its own expense and as quickly as possible, have a revision of the text carried out by a proofreader of its choice. The parties agree that a dispute, even if justified, will never give rise to monetary compensation to be paid by the Service Provider.
In the event that corrections or proofreading are required as a result of preferential choices on the part of the Customer, these may be subject to additional billing based on the applicable hourly rate.
- TERMS OF PAYMENT
Unless otherwise specified in the quotation, invoices are issued net, without deductions, and payable within 30 days from the date of issue of the invoice.
Unless otherwise specified, the billing address will be the one given by the Customer when requesting a quotation.
In the event of late payment, orders in progress may be paused as of right until full payment is made and the Customer will be liable, without prior formal notice being required, for late payment interest calculated at the rate of one and a half times the legal interest rate in force applied to the total of the invoice in question. This rate will be applied to the total of the invoices inclusive of all taxes.
The Service Provider will be entitled to these penalties as of right, without any formality or prior notice. The application of these late payment penalties will result in the payment of all sums owed by the Customer immediately falling due, without prejudice to any other action that the Service Provider would be entitled to take against the Customer.
In the event that the Service Provider has to take legal action to collect payment of its invoices, the Customer shall bear all costs incurred by such collection (bailiff, lawyer, etc.), in addition to a fixed handling fee of 200 EURO (two hundred euros) excluding taxes.
Until full payment is received for all services, including but not limited to translation, editing and proofreading, the Service Provider retains ownership of the reproduction rights to any translated document or file, in full or in part, in accordance with the applicable intellectual property laws. In the event of non-payment, any use, representation or reproduction of the said translation, in full or in part, made directly or indirectly by, on behalf of or through the intermediary of the Customer is unlawful. The Service Provider reserves the right to take the legal action necessary to enforce its ownership rights.
- INTELLECTUAL PROPERTY
Before submitting a document for translation to the Service Provider, the Customer must ensure that it has the right to do so. The Customer must therefore be the author of the original document or have obtained prior written permission for translation from the copyright holder of the document.
Should this not be the case, the Service Provider cannot be held liable in any way if all or part of the documents provided by the Customer infringe the intellectual property rights or any other right of a third party or any applicable regulation. Should the need arise, the Customer would assume sole liability for any damages and financial consequences resulting from its negligence alone.
Furthermore, the Customer acknowledges that the translation obtained by the Service Provider constitutes a new document, the copyright to which is held jointly by the author of the original document and the Service Provider. Consequently, in the case of services of a literary or artistic nature, and without prejudice to its property rights over its work, the Service Provider reserves the right to require that its name be mentioned on any copy or publication of its work.
- AMICABLE SETTLEMENT
The parties undertake, in the event of a dispute of any nature whatsoever, to attempt to settle the dispute amicably in the following manner. As soon as the event giving rise to the dispute occurs, the first of the parties to take action shall refer the matter to a competent arbitration body. The parties entrust this body with the task of attempting conciliation according to the methods it decides upon, in order to reach a settlement. The parties undertake to do their utmost to ensure that this conciliation has every chance of success. They undertake to show all necessary good faith. They also undertake not to refer the matter to a judge during the four months following referral to the committee and accept that any referral made in contravention of this obligation may be construed as grounds for inadmissibility, or failing that, as an obstacle to any amicable settlement of the dispute and will be cause for the payment of a sum of 1,500 euros to the other party.
By express agreement between the parties, these Terms and Conditions of Sale and the purchase and sale operations resulting from them are governed by Belgian law. They are drawn up in French. In the event that they are translated into one or more languages, only the French text will prevail in the event of a dispute.
Disputes of any nature arising between the Service Provider and its Customer will fall under the jurisdiction of the Commercial Court of Mons.
- CUSTOMER ACCEPTANCE
These Terms and Conditions of Sale are accepted by the Customer, who declares and acknowledges to have perfect knowledge of them, and waives the ability invoke any other document, including the Customer’s terms and conditions of purchase which will always be non-binding upon the Service Provider.
Terms and Conditions of Sale as of 27/03/2018