Terms and conditions

1. Scope of application

1.1 All orders shall be executed exclusively in compliance with the General Terms and Conditions specified hereinafter, as available at the www.toptext.bewebsite, and which the customer hereby acknowledges having read and accepted.
1.2 The General Terms and Conditions of the customer, or any General Terms and Conditions that state otherwise as specified in or on orders, order documents or such like, shall not apply, unless otherwise expressly agreed in writing between the parties.
1.3 If a derogation from the present terms and conditions is expressly favoured in writing or a specific agreement is favoured, at a minimum the present terms and conditions shall continue to apply in a complementary manner.
1.4 If a provision should be found to be void or unenforceable, said provision shall be replaced by a provision that is closest in keeping with the void or unenforceable provision.

2. Quotes and establishment of the agreement

2.1 Quotes are provided with all reservations and without any obligation on the part of Top-Text bvba. In all cases, quotes apply only for the time span specified in the quote, i.e. in principle 1 (one) month after they have been sent.
2.2 No rights may be inferred from previous quotes or prices tendered in the past with reference to future assignments.
2.3 All prices stated are exclusive of VAT, unless expressly specified otherwise.
2.4 As a rule, translation fees are based on a per word or a per line rate. For specific types of translations and other duties, an hourly rate or an all-in rate shall be charged.
2.5 The agreement shall be established through the written acceptance by the customer of the quote tendered by Top-Text bvba or (if no quote was submitted) through the written confirmation by Top-Text bvba of an assignment submitted by the customer. The customer shall be required to provide Top-Text bvba with all necessary documents within 5 (five) working days. Failing the provision of said documents, the agreement shall be terminated by operation of law and without any further communication at the charge of the customer whereby Top-Text bvba shall be relieved from all further commitments or liability.
2.6 All agreements to produce a given translation are concluded on the understanding that Top-Text bvba, after examining the text to be translated, shall be within its rights to as yet cancel the agreement within a reasonable time span without penalty on the grounds of serious cause.

3. Fee and payment

3.1 The customer shall be under legal obligation to remit payment for services rendered from the time the agreement is established.
3.2 Unless otherwise specified on the invoice, Top-Text bvba’s invoices are payable in euro, 14 (fourteen) days following the invoice date.
3.3 In the event the principal is not the customer, the principal shall nonetheless remain severally, and at a minimum in solidum, liable to remit payment of all invoices relating to his assignment.
3.4 All invoices the amount of which has not been paid or has not been paid in full on the maturity date, by operation of law shall be raised with a flat-rate and irreducible sum in compensation that is equal to 10% of the amount owed, with a minimum amount of € 100,00, without notice of default being required. In addition thereto, by operation of law an interest in default of payment shall be owed that is equal to the legal rate of interest in compliance with the Act dated 2 August 2002 on the fight against payment arrears in commercial transactions, without prior notice of default being required. Each month already started shall be considered as a full month in this regard. Partial payments shall first and foremost be assigned to service costs, interests and sums in compensation before being deducted from the principal of the invoice as such.
3.5 In case of non-compliance by the customer with the terms and conditions of payment as agreed, all outstanding invoices and/or debts shall be instantly claimable with Top-Text bvba being within its rights, without notice of default or recourse to the courts, to either suspend the further delivery and/or services or to consider the agreement as dissolved, without prejudice to Top-Text bvba’s right to claim damages.
3.6. Complaints shall be admissible only if reported by letter sent by recorded delivery within 8 (eight) calendar days following the invoice date, with the post mark serving as proof. Once said time limit has been exceeded, the customer shall be deemed to have accepted the invoice, causing all and any late disputes to become inadmissible.

4. Delivery and delivery deadline

4.1 Unless expressly agreed otherwise in writing, Top-Text bvba shall not be bound by the delivery deadlines specified by the customer. Conversely, the delivery deadlines specified by Top-Text bvba are provided by way of reference only and are not binding in any way. Delivery outside of the indicative deadline shall not constitute grounds for the cancellation of the agreement, nor shall it constitute grounds for price reductions, discounts or compensation of any kind.
4.2 Translations shall be returned either by fax or by e-mail, or – at the customer’s express request – to the customer in person. All costs involved in dispatching the translation by post or by courier shall be at the customer’s charge.
4.3 Top-Text bvba declines all and any liability for the loss of materials by third parties or damage thereto during dispatch.
4.4 Unless otherwise agreed in writing beforehand, Top-Text bvba shall not be under obligation to keep the translations on file once these have been delivered.

5. Execution of, changes to and withdrawal of assignments

5.1 Top-Text bvba shall execute the agreement to the best of its abilities at its own discretion and in observance of best practice requirements.
5.2 Top-Text bvba reserves the right to have specific duties handled by third parties, who may or may not be subcontractors, without the name of said persons required to be disclosed.
5.3 All changes brought to the assignment by the customer are to be made in writing. In said event, Top-Text bvba shall be within its rights to adapt the deadline and/or the fee or to as yet refuse the assignment.
5.4 In the event of unilateral cancellation of the assignment, the principal shall owe Top-Text bvba a compensation fee. Said fee shall consist of a fee for the services already rendered in accordance with the rate agreed and a flat-rate sum in compensation equal to 25% of the price agreed, unless Top-Text bvba furnishes proof of greater loss incurred.
5.5 For each translation Top-Text shall consider the words and the spelling adopted, as included in recognised dictionaries, as accurate. Nonetheless the customer is free to state his preferences with regard to specific spelling preference or choice of words.
5.6 If a text that is to be translated contains abbreviations specific to the customer’s field of activities, the customer is requested to provide Top-Text bvba with the full meaning thereof.
5.7 All translations are conducted in strict observance of professional privilege, which implies that Top-Text bvba undertakes never to disclose the contents or the price of an order without the customer’s consent.

6. Force majeure

6.1 For the purpose of the present agreement, and in addition to the statutory provisions in this respect, force majeure shall be understood as all events with extraneous causes, anticipated or not, over which Top-Text bvba has no control, but that are such so as to prevent Top-Text bvba from honouring its obligations. Such events at the very least include but are not limited to: fire, accidents, illness, industrial action, rioting, war, measures put in place by the authorities and the impediment of transport.
6.2 In the event of force majeure, the obligations incumbent on Top-Text bvba shall be suspended. In such instances, Top-Text bvba shall be required to deliver, and/or execute its other commitments only from the time this becomes reasonably possible.
6.3 If the time period during which the fulfilment by Top-Text bvba of its obligations is made impossible due to force majeure exceeds a two-month time span, either party shall be within its rights to cancel the agreement without this constituting grounds for compensation of any kind.
6.4 If, upon the occurrence of the force majeure event, Top-Text bvba has already fulfilled its obligations in part, or is only capable of fulfilling its obligations in part, Top-Text bvba shall be within its rights to separately bill the services already rendered. The customer shall be required to pay any such invoices as though they were separate agreements.

7. Liability

7.1 The customer shall be expected to take receipt of and verify all and any translations delivered with immediate effect. On pain of nullity, all complaints relating to the translations delivered are to be reported within 8 (eight) calendar days following the date of receipt by way of a letter sent by recorded delivery. Bringing a complaint shall not absolve the customer from the duty incumbent on him to remit payment for the services rendered.
7.2 If a complaint is duly founded, Top-Text bvba shall act to correct or replace the translation(s) delivered within a reasonable time span without being required to pay compensation of any kind.
7.3 If, further to the examination of the complaint by Top-Text bvba, disagreement should continue to exist over the quality of the translation(s), Top-Text bvba or the principal shall be free to submit the translations to the Arbitration Committee of the Belgian Chamber of Translators, Interpreters, and Philologists (BKVTF). The Arbitration Committee only pronounces itself on the conformity of the translation with the source text.
7.4 Top-Text bvba declines all liability vis-à-vis the principal or third parties for any loss that might occur as a result of or through the agency of an imprecision, a mistake or any which ambiguity in the translation. Top-Text bvba can be held liable only in case of wilful intent.

8. Copyright

8.1 Unless expressly agreed otherwise in writing, Top-Text bvba shall retain the copyright over the translations and texts produced by Top-Text bvba. The customer shall hold Top-Text bvba harmless against the claims of third parties for alleged infringement of ownership, patent or copyrights, or any other intellectual property rights in connection with the execution of the assignment.
8.2 The user rights over the translation(s) delivered shall transfer to the customer only after the latter has remitted payment of all outstanding bills in full. Until such time, the customer shall not be permitted to use the translations delivered within the widest possible meaning of the term.

9. Applicable law

9.1 The courts, tribunals and courts of appeal that have jurisdiction for the canton and arrondissement of Bruges shall have exclusive jurisdiction to hear disputes relating to quotes, assignments, agreements, invoices, ... Only the Dutch version of the General Terms and Conditions shall have legal force.