1. The undersigned,
- hereinafter referred to as the "Service Provider", who declares that he/she understands the language of this agreement -
2. VERLINGUA BV, with company number 0798.701.265, with registered office in Belgium, 8800 Roeselare, Boomgaardstraat 46,
- hereinafter referred to as the "Client" -
- hereinafter referred to as "Party" and collectively referred to as "Parties" -
IT IS AGREED AS FOLLOWS:
The Service Provider performs assignments on demand for the Client.
The parties explicitly declare that they want to and will cooperate with each other on an independent basis, that the Service Provider can accept or refuse assignments in complete freedom and arranges his or her own working hours, and that no hierarchical control will be exercised by the Client on the Service Provider. Verlingua BV will not regard the Service Provider as an employee, since their relationship is not based on an employment contract. Unless explicitly authorised by the Client, the agreement may not be executed by a third party. All parties guarantee their own social security contributions, professional risk indemnity insurance and a correct tax filing.
These assignments relate to the translation, writing or revision of texts, the follow-up of the translation or revision projects or the provision of language training (the "Services").
2.1. Verlingua BV undertakes to inform the Service Provider of each individual “Assignment” in written form. The Service Provider is free to accept or refuse each individual Assignment.
2.3 Delivery times
2.4 The Client reserves the right to recover damage due to poor quality from the Service Provider or to deduct it from the invoice. The damage can consist of loss of a client, damage to the Client’s reputation due to poor quality or non-compliance of deadlines, re-translation by a third service provider, extra revision by a (third) service provider.
3.1 After completion of the assignment, the Client pays the detailed invoice from the Service Provider in accordance with the payment term as specified by the Client. This amounts to 30 days after the invoice date.
4.1 The Service Provider expressly undertakes, unless he has the consent of the Client, not to contact the final customer directly to offer his or her services - with regard to translation assignments, interpreting assignments or language training - for a period of two years after acceptance of the assignment, nor to carry out follow-up orders in his or her own name without the Client’s approval.
4.2 Any violation of this provision will result in a fine of five times the last annual turnover for this client, plus all costs arising from this.
5.1. Force majeure is any event that is beyond the reasonable control of the Parties and which renders the performance of the obligations for one of the parties under this Agreement impossible.
5.2. The Party that invokes force majeure will immediately notify the other Party of this, and notification of the justification documents for invoking force majeure will also be provided.
The Service Provider will not, for whatever reason, disclose any confidential information to third parties or use it on its own behalf or for its business, either during this Agreement or after its discontinuation. The Service Provider will also impose this commitment on its employees.
The Service Provider is also bound to use any data of the end client only within the framework of the language assignment, not to pass it on to third parties who are not involved in the language assignment and to ensure that this data does not leak. The Service Provider must also delete all data from the end client within a reasonable time after the Assignment.
In the case of a data breach, the Service Provider must report this to the Client within 24 hours. In this way, the Client has sufficient time to inform the supervisory authority and the data subject.
7.1. This Agreement is concluded for an indefinite period. Each Party may terminate this Agreement by means of a written (electronic) notification to the other Party.
7.2. The termination of this Agreement will not affect a specific Assignment or Assignments that have been assigned and it/they will be delivered in accordance with article 2.1 of this Agreement.
8.1. This Agreement is governed by Belgian law.
8.2. Any discussion and dispute regarding the signing, validity, interpretation, execution and termination of this Agreement is the responsibility of the Courts and Courts of Jurisdiction for the judicial district of Ghent, Kortrijk Department.
Drawn up in Roeselare, on 1 March 2023, of which each Party acknowledges having received a copy and having agreed electronically.