Article 1. General points
§1. These general terms and conditions govern all aspects of the contractual relationship between AZIMUT TRANSLATIONS and the Client.
§2. The contractual relationship between AZIMUT TRANSLATIONS and the Client originates in a quotation and/or an offer issued by AZIMUT TRANSLATIONS to the Client.
§3. The contract arises from the signing of the quotation and/or contract by the Client, which acknowledges that it has received and read a copy of these general terms conditions and agreed to them.
§4. The quotation and/or contract, in the forms and under the conditions described therein, binds the parties to the exclusion of any other document.
§5. If AZIMUT TRANSLATIONS refrains from applying any provision in these general terms and conditions of sale on a particular occasion, this may not be interpreted as a waiver of its right to apply the said provision at a later date.
The same goes for the Client.
Article 2. Orders and quotations
§1. Every order of the Client will, in principle, be preceded by a quotation and/or offer established by AZIMUT TRANSLATIONS on the basis of the documents to be translated as provided by the Client. The quote or offer will be sent by AZIMUT TRANSLATIONS to the Client by post or electronically.
It will specify in particular:
a) the language of translation;
b) the number of pages or words submitted for translation;
c) the detailed calculation of the fee for the translation service, which will be charged for on a fixed price basis, or on a time basis, or on the basis of the charge rate of AZIMUT TRANSLATIONS in force on the day on which the quotation is issued, in particular per source word (i.e. the words in the text to be translated), per target word (i.e. the words in the translated text), per line or per page;
d) the delivery time of the translation service (specifying whether the said delivery time is a firm deadline or merely indicative);
e) the format of the documents to be translated if a specific layout is requested for the document;
f) any surcharges applied, in particular due to urgency, specific terminological research or any other request which lies outside the usual services provided by AZIMUT TRANSLATIONS.
§2. If the quotation or offer is accepted, the Client undertakes to send it to AZIMUT TRANSLATIONS once it has been duly completed and signed, together with a copy of these general terms and conditions which have been initialled in confirmation of acceptance:
- either by post, signed and with the handwritten words ‘in confirmation of agreement’ next to the signature if the quotation was sent to it by post;
- or by email with a confirmation of its acceptance if the quotation was sent to it by email.
The reference date for the start of the contract will be:
- the date on which AZIMUT TRANSLATIONS has received these documents, duly completed and signed or initialled, if they were sent by fax or email or;
- the date appearing on the postmark if they were sent by post.
§3. If an order is not confirmed according to the methods set out above within 15 calendar days from the date on which the quotation or offer was sent, the said quotation or offer will be deemed to have lapsed.
§4. AZIMUT TRANSLATIONS reserves the right, after informing the Client, to increase its price for its services and/or not to adhere to the delivery date shown on the Client’s initial order confirmation, inter alia in the following circumstances:
a) the modification of the documents or the addition of further documents by the Client after the quotation has been issued by AZIMUT TRANSLATIONS, in which case AZIMUT TRANSLATIONS reserves the right to adjust the price according to the volume of additional text found or requested;
b) the absence of documents at the time when the quotation was being drawn up, as a result of which the quotation had to be drawn up purely on the basis of an indication of the approximate volume of text to be translation and an excerpt from the content.
§5. These new terms and conditions of delivery and/or invoicing must be the subject of express agreement between the parties and are a prerequisite for the commencement of the contract.
§6. Any costs incurred for the provision of the service (travel, use of express postal services, etc.) will be payable by the Client.
§7. Any reductions or discounts which are granted to the Client will not under any circumstances give rise to an acquired right for subsequent services. In the event that a quotation or offer has not been sent to the Client by AZIMUT TRANSLATIONS beforehand, the translation services will be charged for in accordance with the basic tariff usually applied by AZIMUT TRANSLATIONS, namely €60 per hour plus VAT.
Article 3. Deposit
Any order whose amount net of tax is equal to or exceeds €350.00 will automatically be accompanied by a request for the payment of a deposit of at least 33% of the contract price.
In this case, the commencement of services by AZIMUT TRANSLATIONS will be conditional on the payment of this deposit.
Article 4. Delivery time
§1. Subject to receipt by AZIMUT TRANSLATIONS of all the documents to be translated, the delivery time mentioned in the quotation or offer will only apply on condition that the Client confirms its order according to the methods set out in these general terms and conditions. After a period of 15 calendar days starting from the date the quotation was sent and in compliance with article 2 § 3 of these general terms and conditions, the delivery date may be subject to revision depending on AZIMUT TRANSLATIONS’ workload.
§2. The delivery time stated by AZIMUT TRANSLATIONS is, in principle, indicative.
It may be precise and be treated as a firm deadline at the Client’s request.
In this case, this will be expressly mentioned in the quotation or offer.
§3. The originals submitted to AZIMUT TRANSLATIONS will be returned to the Client at its request at the end of the contract. These original documents may not be kept by AZIMUT TRANSLATIONS if the Client fails to meet its contractual obligations.
Article 5. Azimut translations’ obligations
§1. AZIMUT TRANSLATIONS will endeavour to carry out the translation in a manner that is faithful to the original and in accordance with the practices of the profession. AZIMUT TRANSLATIONS will make every effort to take into account and incorporate into the translation any information provided by the Client (glossaries, plans, drawings, abbreviations).
§2. AZIMUT TRANSLATIONS declines any liability in the event of any incoherence or ambiguity in the original text; responsibility for verifying the technical coherence of the final text lies solely with the Client.
Article 6. Client’s obligations
§1. The Client undertakes to make available to AZIMUT TRANSLATIONS all of the texts to be translated along with any technical information necessary for understanding the text and, where applicable, any specific terminology required.
§2. If the Client breaches its obligation to provide AZIMUT TRANSLATIONS with any necessary information, the latter cannot be held liable for any shortcomings in the translation or for failure to adhere to the agreed delivery time.
Article 7. Confidentiality
§1. AZIMUT TRANSLATIONS undertakes to maintain confidentiality with regard to any information brought to its knowledge before, during and after the performance of its service.
§2. Consequently, the Client should inform AZIMUT TRANSLATIONS, before or at the time of ordering, of the means of transfer that it wishes to be used in order to safeguard the confidentiality of any sensitive information.
§3. However, AZIMUT TRANSLATIONS will not be liable for any interception or misappropriation of information during the transfer of data, in particular via the Internet, where such interception does not result from the fault of AZIMUT TRANSLATIONS.
Article 8. Delivery: translation format
§1. Unless expressly agreed otherwise, AZIMUT TRANSLATIONS will deliver its translations by email; the translated document will generally be in Microsoft Word format or, as far as possible, in the format of the original document.
§2. However, AZIMUT TRANSLATIONS agrees to deliver its translations by some other means of communication and/or in some other format, provided that the Client has informed it thereof no later than at the time of conclusion of the contract.
Failing this, AZIMUT TRANSLATIONS reserves the right not to comply with a request of this kind.
§3. If it is impossible for AZIMUT TRANSLATIONS to deliver its translations by the means and/or in the format chosen by the Client, it must inform the Client as soon as it becomes aware of this impossibility.
§4. In the event that the means of communication and/or format of the translation chosen by the Client will give rise to additional costs, the Client agrees to bear such costs.
In this case, AZIMUT TRANSLATIONS undertakes to submit to the Client for its approval the additional charge that will be payable. The amount stated for this charge will be indicative.
Article 9. Liability
§1. AZIMUT TRANSLATIONS’ liability will be limited to the amount of the invoice concerned. Under no circumstances will AZIMUT TRANSLATIONS be liable for complaints concerning stylistic nuances.
§2. Stated delivery times are indicative, unless expressly agreed otherwise between the parties.
§3. In the event of non-compliance with the delivery times given as firm deadlines by AZIMUT TRANSLATIONS, other than in the exceptional circumstances referred to in Article 13, a penalty of 15% of the price of the translation will be payable to the Client.
This penalty will be payable automatically the day after the deadline set in the contract and/or quotation if the final translation is not delivered to the Client on that date by the means of communication chosen by the parties.
Article 10. Corrections and proofreading
§1. The Client has a period of 10 working days from receipt of the translated documents (by the means of communication chosen by the parties) to express in writing any disagreement concerning the quality of the service.
After this period, the service will be deemed to have been duly performed and no complaints will be accepted.
§2. In the event of disagreement regarding specific aspects of the translation, AZIMUT TRANSLATIONS reserves the right to make corrections in consultation with the Client.
§3. If the translation is to be published, AZIMUT TRANSLATIONS will receive the printing proof for proofreading.
§4. If the translation requires correction due to an error or misunderstanding on the part of AZIMUT TRANSLATIONS, this service will not give rise to any additional charge.
Article 11. Invoicing and terms of payment
§1. The amounts due to AZIMUT TRANSLATIONS, including deposits, are payable cash or within specific deadlines indicated on the quotation or offer or on the invoice.
§2. The amounts due to AZIMUT TRANSLATIONS are payable, without discount, into the bank account of AZIMUT TRANSLATIONS as indicated on the quotation or offer or on the invoice.
Payment must be made within 10 working days from the issuing of the invoice or the due date stated in the quotation or offer.
§3. Any intermediaries, representatives, agents or subcontractors of AZIMUT TRANSLATIONS are in no way authorised to receive payments from the Client or to issue a valid receipt.
§4. In the event of payment by bank transfer from abroad, any exchange or bank charges will give rise either to a fixed surcharge specified in the quotation, or to the invoice being reissued to the Client.
All costs, and in particular bank charges, are payable by the Client.
§5. Failure to pay an amount on its due date or within the 10 calendar days thereafter will automatically entail, from the date of formal notification, the charging of interest of 1% per month or part thereof, plus a penalty of 15% of the principal or €100, whichever is the greater.
In addition, AZIMUT TRANSLATIONS reserves the right to put current orders on hold in the event of non-payment.
The translation will in any case remain the property of AZIMUT TRANSLATIONS until payment in full of the amounts due.
Article 12. Intellectual property and copyright
§1. In submitting a document for translation to AZIMUT TRANSLATIONS, the Client acknowledges that it has verified that it has the right to do so, and should therefore be the author of the original document. If the Client is not the author of the document to which the contract with AZIMUT TRANSLATIONS relates, it acknowledges that it has prior written authorisation for translation from the document’s copyright holder. The Client undertakes to submit this approval of its own accord to AZIMUT TRANSLATIONS no later than at the time of conclusion of the contract.
§2. Should the Client fail to do so, AZIMUT TRANSLATIONS will not be liable in any way if any or all of the documents provided by the Client are found to infringe the intellectual property rights or any other right of a third party or any applicable regulation.
Where applicable, the Client alone will assume liability for any damages and other penalties and for any financial consequences arising solely from its negligence.
§3. The translation obtained by AZIMUT TRANSLATIONS constitutes a new document, copyright to which is jointly held by the author of the original document, a priori the Client, and AZIMUT TRANSLATIONS. Consequently, for work of a literary or artistic nature, and without prejudice to its proprietary rights to its work, AZIMUT TRANSLATIONS reserves the right to require that its name be mentioned as the translator on any copy or any publication of the translation provided.
Article 13. Unforeseen events, unavoidable accidents and force majeure
§1. In the event of force majeure or an unavoidable accident, AZIMUT TRANSLATIONS will be released from its obligations without compensation or penalty of any kind. In addition, given the nature of the business of AZIMUT TRANSLATIONS, any circumstance which prevents it from performing translations, giving rise to a postponement of the date of the services, will not entail compensation for the Client. The following is a non-exhaustive list of events or circumstances regarded as force majeure: illness requiring significant care for or the hospitalisation of AZIMUT TRANSLATIONS’ translator/account manager, power cuts, public sector or transport strikes preventing travel to the workplace, public health crises, exceptional government measures, etc.
§2. If, due to circumstances beyond the control of AZIMUT TRANSLATIONS, the performance of its obligations cannot be continued or is simply made more onerous or difficult, AZIMUT TRANSLATIONS and the Client undertake to negotiate in good faith and fairly an adaptation of the contractual conditions within 7 working days of the occurrence of the unavoidable accident in order to restore the balance of the contract if it has been disturbed. In the event of failure to reach agreement within the above-mentioned period, either party may terminate the contractual relationship between them without compensation or penalty of any kind.
Article 14. Termination of the contract
§1. In the event of the contract’s termination by the Client in the course of its performance, other than where and to the extent that the exceptional circumstances referred to in Article 13 are applicable to the Client, the Client will be charged for the work already done.
The termination request must be sent to AZIMUT TRANSLATIONS by registered letter. The date of termination will be that shown on the postmark on the envelope and on the receipt.
In order not to be subject to postal delays, the Client undertakes, for the sake of efficiency, to send a copy of the termination request by email without delay. The date of the email will, in this case, be used as the date of termination provided that proof of the registered letter is produced within 3 calendar days of the email having been sent.
§2. In the event of the contract’s termination by AZIMUT TRANSLATIONS in the course of its performance, other than in the exceptional circumstances referred to in Article 13, the Client will be charged for the work already done.
The termination request must be sent to the Client by registered letter. The date of termination will be that shown on the postmark on the envelope and on the receipt.
In order not to be subject to postal delays, AZIMUT TRANSLATIONS undertakes, for the sake of efficiency, to send a copy of the termination request by email without delay. The date of the email will, in this case, be used as the date of termination provided that proof of the registered letter is produced within 3 calendar days of the email having been sent.
Article 15. Nullity
§1. In the event that any clause in these general terms and conditions becomes null and void, invalid or unenforceable, this will not result in the nullity, invalidity or non-executability of the other clauses and of the contract unless the contract cannot exist or subsist without the clause concerned.
§2. In the event that any clause is null and void but the contract is able to subsist, the parties undertake to conclude a similar clause in keeping with the spirit of the clause that has been declared null and void and maintaining the economic balance of the contract.
Article 16. Applicable law
§1. The relationship between AZIMUT TRANSLATIONS and the Client is governed exclusively by Belgian law.
§2. Any dispute concerning the performance of the contract will fall under the jurisdiction of the courts of the judicial district of Walloon Brabant, Nivelles section.