Terms and conditions
Article 1: General Provisions and Definitions
1.1 In these General Terms and Conditions, “the contractor” refers to EHC-Consultancy BV, located at Begijnhofstraat 1, 2870 Puurs, Belgium, and registered in the commercial register of Mechelen under number BE0647.817.963.
1.2 The contractor may consider as its client any natural or legal person who has assigned the task to the contractor.
1.3 These General Terms and Conditions apply to every offer and every agreement between the contractor and the client to which the contractor has declared these conditions applicable, unless both parties have explicitly and in writing deviated from these conditions.
1.4 Under no circumstances shall the invalidity of one or more clauses in these General Terms and Conditions result in the invalidity of the other clauses.
1.5 The Dutch version of these General Terms and Conditions prevails over versions in other languages.
Article 2: Liability
2.1 The contractor is only liable for damage which is the direct and demonstrable result of a shortcoming attributable to the contractor. The contractor can never be held liable for any other forms of damage such as business damage, delay damage, and lost profits. In any case, the contractor’s liability is limited to the amount of the invoice value excluding VAT of the specific task invoiced to the client.
2.2 In any case, the contractor cannot be held liable for insignificant errors in the translations made by the contractor or for errors of any kind in the execution of a general administrative task, a home care administration task, or a software task.
Article 3: Complaints
3.1 In the event of complaints regarding the executed task, the client must contact the contractor in writing and motivated within three (3) working days from the delivery date, detailing their comments. Once the three (3) working day period has elapsed, the task will be considered accepted and approved by the client. The formulation of a complaint does not relieve the client from their payment obligation. The receipt of a complaint by the contractor cannot be regarded by the client as an indication that the contractor considers the complaint justified or timely.
3.2 If the complaint is well-founded and formulated within the period specified in point 3.1, the contractor undertakes, without any compensation, to analyze, modify, and/or improve the delivered work within a limited period. If the contractor cannot meet the client’s wishes regarding the modification and/or improvement of the delivered work, the contractor will grant the client a discount on the invoice price, without any compensation for the client.
3.3 If the delivered work has been modified by the client or by third parties, all resulting complaints will be considered unfounded.
Article 4: Offers and Formation of the Agreement
4.1 All price quotes and offers from the contractor are without obligation.
4.2 Each offer is valid for thirty (30) days from the date of the offer. The contractor reserves the right to modify or cancel its offer, in whole or in part, until the final and written acceptance of the task by the contractor. The rates displayed for commercial purposes (on brochures, the website, newsletters, etc.) can be deviated from with a written warning from the contractor.
4.3 The provision of the translation task, general administrative tasks, home care administration tasks, or a custom software task must always be done in writing via e-mail. Telephone orders must be confirmed in writing by the client within twenty-four (24) hours if the following day is a working day. If this does not happen, the order will be considered non-existent.
4.4 The agreement to perform the task is concluded by the client’s written acceptance of the contractor’s offer or, if no offer has been made, by the contractor’s written acceptance of an order placed by the client. The contractor reserves the right to withdraw the given price quote and delivery times after the client’s acceptance of the offer if the contractor has not been able to review the complete task before the offer. The agreement to perform the task is only concluded on the condition that the contractor can still terminate the agreement within a reasonable time after reviewing the task for important reasons, without any liability to the client. Tasks with illegal content and texts that are against good morals can be refused by the contractor even after the agreement has been concluded. By accepting the offer and/or placing the order, the client agrees to the contractor’s General Terms and Conditions.
Article 5: Changes and Cancellation of Orders
5.1 In the event of any change to the agreement by the client after the contractor’s final acceptance of the task, as stated in point 4.4, the contractor reserves the right to modify the agreed terms and/or rates or to refuse the task. If the contractor decides to refuse the task, the client is obliged to pay for the part of the work already carried out.
5.2 In the event of cancellation or termination of the agreement by the client after the contractor’s final acceptance of the task, as stated in point 4.4, the contractor reserves the right, if the task in question has already started, to invoice the delivered work at one hundred percent (100%). The work already performed will be made available to the client. If the task has not yet started at the time of the client’s cancellation of the agreement, the contractor will demand a compensation of twenty-five percent (25%) of the total invoice amount from the client.
Article 6: Execution of the Task and Confidentiality
6.1 The contractor undertakes to perform the task placed by the client with good expertise and skill, or to have it performed. In performing the task, the contractor takes into account the client’s possible objectives and instructions. These objectives and instructions must be communicated by the client to the contractor when placing the order. If the order is not accompanied by a communication of objectives or instructions, the contractor will assume that the task is intended for internal use within the client’s company. If the client communicates further instructions in a timely, reasonable, and responsible manner after placing the order, the contractor undertakes to include these instructions in the task.
6.2 The client undertakes to provide the necessary materials for the placed task in a readable form via e-mail. If the text in the file cannot be recognized by most common software, the contractor may charge an additional fee for transcribing the source materials. The contractor undertakes to inform the client in time of this price increase. If the client uses spellings that deviate from the recognized spellings for translations, they must notify the contractor when placing the order. The same applies to specific terminology and brand names for a translation task. If the contractor does not receive such instructions, it will always deliver a generally understandable translation. If this proves impossible, such as in the case of internal abbreviations, etc., the contractor will leave this as in the source language and indicate it to the client upon delivery. The responsibility for delivering the translation via e-mail lies entirely with the contractor.
6.3 The contractor undertakes to treat the content of tasks according to the duty of confidentiality.
6.4 The contractor reserves the right to have a task carried out by a third party without written notification to the client, unless otherwise agreed in writing. The contractor undertakes to ensure that this third party is capable of respecting the duty of confidentiality and properly executing the task.
Article 7: Copyright
7.1 The contractor remains the holder of the intellectual property rights to the translations made by the contractor until the client has paid the invoice in full.
7.2 The client indemnifies the contractor against claims from third parties due to alleged copyright infringement arising from the execution of the task.
Article 8: Term, Form, and Time of Delivery
8.1 Unless explicitly agreed otherwise in writing, the contractor will not be bound by the delivery and execution terms set by the client. The agreed delivery term is an indicative term. Despite the contractor’s best efforts to meet the agreed delivery term, it undertakes to inform the client immediately as soon as it becomes clear to the contractor that the specific task cannot be delivered within the set term (e.g., due to force majeure as defined in article 10).
8.2 In the event of an overrun of the set term by at least one hundred sixty-eight (168) hours, the client has the right to unilaterally terminate the placed task. This decision must then be expressly communicated in writing (by e-mail) to the contractor. Under no circumstances can the client claim compensation. Any work already carried out will be invoiced and made available to the client.
8.3 In general, the delivery of tasks carried out by the contractor is done electronically via e-mail or via the agreed usual programs.
8.4 Delivery takes place after the task has been sent by the contractor via e-mail or via the agreed usual programs.
8.5 In connection with the execution of the agreement by the contractor, the client is obliged to do everything reasonably necessary or desirable to enable timely delivery by the contractor.
Article 9: Fees, Surcharge, Discount, and Payment
9.1 All prices quoted by the contractor are in euros and excluding VAT, unless explicitly and in writing stated otherwise. The price quoted by the contractor for the performance to be carried out applies exclusively to the performance in accordance with the agreed specifications.
9.2 Unless explicitly and in writing stated otherwise, the fee is in principle based on a standard rate applicable at the contractor depending on the nature of the task.
9.3 In addition to the standard rate, the contractor applies certain surcharges. Weekends and official holidays are not considered working days. In this case, the contractor is entitled to increase the price. This also applies to source material that is poorly legible (see 6.2).
9.4 Unless expressly agreed otherwise in writing, payment of the invoice must be made no later than fourteen (14) days from the invoice date in the currency in which the invoice is issued, namely in euros, by transfer or wire transfer to the bank account specified on the invoice. The task is only fully completed when the client has transferred the full invoice amount to the contractor.
9.5 In case of non-payment of the invoice on its due date, the contractor reserves the right, by operation of law and without notice of default:
- to claim a late payment interest of ten percent (10%);
- to charge additional administrative costs, set at fifteen euros (€15), for sending each reminder by registered mail.
- Every payment made by the client in case of late payment will first cover the principal amount of the outstanding invoice, then the administrative costs, and finally the late payment interest.
9.6 In case of non-payment of the invoice on its due date, the contractor reserves the right, by operation of law and without notice of default, to suspend all tasks until full payment of all amounts due, i.e., principal and additional costs.
Article 10: Force Majeure
10.1 A shortcoming cannot be attributed to the contractor, as the shortcoming is not due to its fault, nor by law, legal act, or generally accepted views. In this case, the parties are also not obliged to fulfill the obligations arising from the agreement.
10.2 If the contractor must cease the further execution of the agreement due to force majeure, it retains the right to compensation for the work performed up to that point and the costs incurred.
Article 11: Dispute Resolution and Legislation
11.1 All legal relationships between the contractor and the client are exclusively governed by Belgian law.
11.2 Any dispute regarding these General Terms and Conditions will be subject to the exclusive jurisdiction of the courts of the contractor’s registered office.