1 September 2020
Modified on 30 June 2022
I. LEGAL INFORMATION
In application of article III-74 of the Code of Economic Law, the following legal information is communicated to the Customer before services are provided:
a) Name of the service provider: VIAVERBIA BENELUX.
b) Legal form: Sarl under Luxembourg law.
c) Physical address and registered office: 61, Gruuss-Strooss, L-9991 Weiswampach – Luxembourg.
d) Email address: firstname.lastname@example.org
e) Company number: LU 22450547
f) Terms and Conditions of Sale and Service: see below.
g) Available languages of the terms and conditions: FR, DE.
h) Contractual clauses concerning legislation applicable to the Contract and the competent jurisdiction: articles 15, 17 and 22 of the TCS.
i) Purpose of the services: see article definition of Services in article 1 of the TCS and article 2 of the TCS.
j) Insurance: ALLIANZ by ALPHATRAD FRANCE
II. PROVISIONS COMMON TO ALL CUSTOMERS
ARTICLE 1: DEFINITIONS
The following definitions apply in the context of these Terms and Conditions of Sale (TCS):
VIAVERBIA BENELUX or Service Provider: Limited liability company with capital of 12,500 €, registered with the Commerce and Business Registry under number LU 22450547, having its registered office at 61, Gruuss-Strooss in Weiswampach, L-9991, represented by its Manager, Mr. Frédéric IBANEZ.
Professional Customer/ Company: any natural person or legal entity, acting in the context of its professional, commercial, industrial or craft activity and establishing a contract with VIAVERBIA BENELUX.
Consumer Customer: any natural person who, in accordance with the Luxembourgish Code of Economic Law, establishes a contract with VIAVERBIA BENELUX for purposes that do not fall within the scope of his commercial, industrial, craft or professional activity.
Customer: means, without distinction, the Professional Customer and the Consumer Customer with whom VIAVERBIA BENELUX establishes a Contract for Service, in accordance with these TCS.
Service(s): the activities of translation, interpretation, interpretation by telephone or by video conference, voice dubbing (voice off and voice over), subtitling and transcription of audio files proposed by VIAVERBIA BENELUX to the Customer as part of an offer or a Contract established between VIAVERBIA BENELUX and the Customer.
Contract: the Contract established between VIAVERBIA BENELUX and the Customer, the purpose of which is to have Services provided by VIAVERBIA BENELUX.
ARTICLE 2: SCOPE – PURPOSE - ACCEPTANCE
These TCS constitute the sole basis of the relationship between the parties. They can be viewed on the VIAVERBIA BENELUX website: https://viaverbia.lu/.
They are intended to define the conditions under which VIAVERBIA BENELUX provides the Customer, upon request, via the website https://viaverbia.lu/, by email or on paper sent directly to VIAVERBIA BENELUX, with the Services of translation, interpretation, interpretation by telephone or by video conference, voice dubbing, subtitling and transcriptions of audio files.
The Customer declares that it has read these TCS and accepted them before placing any order, i.e., before acceptance of the quote proposed by VIAVERBIA BENELUX. Acceptance of the quote, which is deemed as validation of the order for Services by the Customer, requires acceptance without restriction or reservation of these TCS. The Customer also acknowledges having the capacity to establish a contract and acquire the Services offered by VIAVERBIA BENELUX.
The TCS are applicable to all offers, orders, order confirmation, deliveries, services and all Contracts established with the Service Provider. The TCS apply to the exclusion of any other terms and conditions of purchase, including those of the Customer.
Any special conditions deviating from these Terms and Conditions may only be invoked if they have been accepted in advance and in writing by the Service Provider.
If several Customers sign the Contract, they will be considered as jointly and severally obligated for application of the TCS.
It is also expressly stated that these TCS may undergo subsequent amendments. In this case, VIAVERBIA BENELUX will inform the Customer in writing, at least one month before the change takes effect. Unless the Customer raises an objection within two weeks following the date of dispatch of the written notification, the Customer is deemed to have tacitly accepted the modification made.
ARTICLE 3: ORDERS AND ESTABLISHMENT OF THE CONTRACT
Offers made by VIAVERBIA BENELUX, either orally and in writing, are not binding. Offers are notably understood as attachments, such as price lists, brochures or other information relating to the Services offered by VIAVERBIA BENELUX and brought to the attention of the Customer, in writing or orally. In addition, the indications and mentions appearing in catalogues and advertising are given as an indication, to describe the Services of the Service Provider. Only the information in the Contract is binding.
The Customer selects the Services that it would like to order. It is pointed out that the choice and purchase of a Service are solely the responsibility of the Customer. It is, therefore, up to the Customer to check the accuracy of the order before sending it in writing to VIAVERBIA BENELUX by email, fax or post. For all errors/inaccuracies of the Customer that require an adaptation by VIAVERBIA BENELUX of its Services, any additional costs will be the responsibility of the Customer.
Sales of Services are only complete, as intended in article 1583 of the Civil Code, after establishment of a quote and express acceptance of said quote by the Customer by means of a purchase order and payment of the deposit requested of the Customer by VIAVERBIA BENELUX to confirm the order. The deposit requested from the Customer may in no case be qualified as a non-refundable deposit.
The quote is valid for 30 calendar days, unless otherwise specified in the quote. In accordance with the terms stated in article 6 hereof, the quote indicates the amount of the deposit to be paid by the Customer, the deadline for execution and the terms of delivery. It is expressly specified that the Customer who has not confirmed the order according to the terms of the quote of VIAVERBIA BENELUX may not require that the services reflected in the quote be performed by VIAVERBIA BENELUX. Furthermore, the quote which is not confirmed by the Customer within 48 hours of its date of issue by VIAVERBIA BENELUX may require an adjustment of the timeframe for performance of the Service, without modification of the period resulting in payment of any compensation on the part of VIAVERBIA BENELUX.
ARTICLE 4: CONDITIONS FOR REFUND OF THE DEPOSIT PAID UPON ORDER CONFIRMATION
Any order confirmed by the Customer in the forms and conditions expressly provided for in article 3 hereof leads to full payment for the Services under the conditions stated in article 5 of these Terms and Conditions, without the possibility for the Customer to retract his order or cancel it and require, in particular, refund of the deposit paid at the time of order confirmation.
In the event that, upon confirmation of the order by the Customer in the forms and under the conditions expressly provided for in article 3 of these TCS, VIAVERBIA BENELUX is no longer able to provide the Services in accordance with the quote communicated and accepted by the Customer, it will:
- first of all, propose a new quote to the Customer which the latter will remain free to accept or refuse;
- secondly, and only in the event that the new quote proposed has been refused by the Customer, proceed with immediate reimbursement of the deposit paid by the Customer without the possibility for the latter to claim the payment of any additional compensation.
ARTICLE 5: PRICES
The Services are provided at the prices of VIAVERBIA BENELUX in effect on the day of placement of the order, according to quotes established beforehand by VIAVERBIA BENELUX and accepted by the Customer under the conditions specified in article 3 hereof. Prices are expressed in Euros and include VAT for Consumer Customers; they are expressed excluding tax for Business Customers. An invoice is established by VIAVERBIA BENELUX and remitted to the Customer when Services are provided.
VIAVERBIA BENELUX reserves the right to modify the agreed prices at any time, before establishment of the Contract.
Modification of the agreed prices may also take place at any time during execution of the Contract if the Customer modifies the order placed. Until the Contract is fully executed VIAVERBIA BENELUX is authorized to increase the agreed prices by costs resulting from measures taken by the public authorities.
VIAVERBIA BENELUX expressly reserves the right to unilaterally modify the price and conditions of its Services for the work performed by itself or by one of its subcontractors if, between order placement and provision of the services, one or more objective factors determining the price change due to foreseeable or unforeseeable circumstances, including but not limited to, the prices of:
- raw materials, goods, including their transport costs;
- wage costs, payroll taxes;
- subcontracting services;
- energy, the costs of network operators for transport and distribution;
- imposts and taxes imposed by regional, national, local or foreign authorities;
- fluctuations in the price index
Consequently, the Customer acknowledges that the prices indicated cannot be guaranteed for the entire duration of the Contract. VIAVERBIA BENELUX is authorised to pass on the price increases of the above items, just as it may do for any price reductions. VIAVERBIA BENELUX will inform the Customer in writing of the new price at least fifteen (15) days before it takes effect.
If the Customer wishes to oppose such a price adjustment and the final price becomes excessive compared to that which he could have expected at the time of establishment of the Contract (which can only be the case for an adjustment exceeding 30%), he has the right to terminate the Contract with immediate effect by registered letter with acknowledgment of receipt. Orders already placed under this Contract will be executed in accordance with the Contract and in application of the TCS. If the Company does not receive notice of termination of the Contract by the effective date of the new price, the Customer shall be deemed to have accepted the new price.
Without prejudice to the preceding provision, if, after the effective date of the Contract, unforeseen events beyond the reasonable control of the Parties, which the Party concerned could not reasonably have taken into account at the time of establishment of the Contract, occur and significantly modify the economic balance of the Contract to the detriment of one of the Parties, for example, by allowing one of them to obtain payment of an amount greater than that provided for in the Contract, the other Party is entitled to terminate the Contract. For example, if the costs of performing their contractual obligations increase significantly, the parties agree, in good faith, to negotiate a price adjustment with the aim of restoring a balance largely similar to that which existed at the time of establishment of the Contract.
ARTICLE 6: CONDITIONS OF PAYMENT FOR THE SERVICES
In accordance with articles 3 and 5 hereof, the price of the Services is established on the basis of a quote which is payable in advance, unless otherwise agreed. A deposit for the total price of the Services will be required upon confirmation of the order and the balance shall be due before the start of the Service. Unless otherwise agreed, the Customer shall have paid the full price of the Services prior to commencement of the Services and no later than the day scheduled for such Services to be provided. If the full amount due for the Services are not paid on the day they are to be provided, the deposit will be deemed as definitively acquired by VIAVERBIA BENELUX. In the event of non-compliance with the agreed payment period, the Company is authorised, inter alia, to immediately suspend its services and terminate the Contract, without prior notice and without involvement of a judge. In addition, the term of payment granted for all other invoices not come due shall be forfeited and they shall become due immediately.
In the event of non-payment or late payment of an invoice, it will be automatically increased, by operation of law and without prior notice, from the due date of the invoice and as a contractual compensation clause, by additional compensation in the amount of 10% of the amount of the unpaid invoice, with a minimum of 125 €. In addition, invoices will generate, without the need for formal notice, interest for late payment at the legal rate for relations with Consumer Customers (B2C), and at the legal rate for transactions between professionals, as concerns relations between companies (B2B), according to the applicable legislation.
In commercial transactions and in accordance with the law of 2 August 2002 concerning the fight against late payment in commercial transactions, as amended by the law of 14 August 2021, in addition to the set fee referred to above, a lump sum of 40 € will automatically be added for collection costs incurred by the creditor as a result of late payment by the Customer.
ARTICLE 7: EXECUTION OF THE CONTRACT
All orders are accepted and executed exclusively by VIAVERBIA BENELUX, even if the express or implicit intention is for an order to be executed by a specific person within VIAVERBIA BENELUX. After establishment of the Contract, VIAVERBIA BENELUX will undertake the translation work in accordance with the specifications agreed with the Customer under the Contract.
The Customer is required to do, or cause to have done, all that is reasonably necessary and desirable to permit punctual and correct performance of the Contract.
This also implies fulfilling VIAVERBIA BENELUX's requests to provide additional information for proper performance of the Contract.
VIAVERBIA BENELUX is expressly authorised by the Customer, for the purposes of proper performance of the Contract, to have the work performed by third parties.
ARTICLE 8: MODIFICATIONS OF THE CONTRACT AND ADDITIONAL WORK REQUIRED BY THE CUSTOMER
Additional agreements or subsequent modification as well as concessions made verbally by VIAVERBIA BENELUX staff shall be binding on the latter only from the time they are confirmed in writing by VIAVERBIA BENELUX by e-mail, fax or post. Similarly, any modifications to the order by the Customer may only be taken into account by VIAVERBIA BENELUX to the extent of its possibilities. In the event that VIAVERBIA BENELUX takes the modifications requested by the Customer into account, these will result in establishment of a new quote and adjustment of the price. In such a situation, the Customer will be required to pay the adjusted price. It is expressly stated that, depending on the progress of the work or if it is impossible to grant the requests for modifications submitted by the Customer after establishment of the Contract, VIAVERBIA BENELUX will not be able to proceed with the modifications requested by the Customer.
In this case, VIAVERBIA BENELUX is authorised to terminate the Contract, without owing any compensation to the Customer.
Finally, in such a case, the deposit paid by the Customer is retained by VIAVERBIA BENELUX, which may also invoice the Customer for a prorated amount based on the number of words already translated or the portion of the Service performed.
9.1 Use of technical and specific vocabulary
The Customer is expressly informed that translators and interpreters are not technicians who master the specific vocabulary required in the field(s) of activity where the service is requested.
As a result, in the context of providing the Services, the technical and sector-specific vocabulary of the Customer as well as in-house jargon are not guaranteed by VIAVERBIA BENELUX.
In this context, the Customer must spontaneously provide to VIAVERBIA BENELUX, at least eight (8) days before the start of The the Services, all documentation necessary to effectively provide the Services. This necessary documentation notably includes the technical glossary and specific vocabulary used in the area of expertise concerned by the Services to be provided.
Should the Customer fail to provide a glossary at least 8 days before the start of the Services, it is customary for the Service Provider to use standardised technical terms without this being enforceable against it.
9.2 Types of Interpretation Services
Several types of interpretation are available to the Customer:
Liaison or consecutive interpretation: the interpreter is responsible for liaising between two parties who do not speak the same language. The speaker(s) must stop to allow time for the interpreter to translate the content of the conversation. This technique is used in business meetings, training or coaching, face-to-face, by telephone or remotely. The Customer expressly accepts the principle and will in no way be entitled to claim any compensation related to liaison or consecutive interpretation.
Simultaneous interpretation (in a booth): the interpreter works in a soundproof booth with at least a second interpreter because the continuous work time is limited to 20 minutes and the interpreters must take turns. The Customer expressly accepts the principle and will in no way be entitled to claim any compensation related to liaison or simultaneous interpretation (in a booth).
The speaker speaks into a microphone connected to the interpreter who has an earphone and instantly speaks the content of the speech into a microphone. The content of this speech is reflected in the audience's earphones in the language concerned.
9.3 Interpretation services provided online
Interpretation, whether by telephone or video conference, is billed in one-hour increments.
Any hour started is billed for the full hour.
Remote interpretation services are provided by appointment. Invoicing starts at the exact time of the appointment. However, an appointment cancelled at least 48 hours in advance will not be charged.
The first part of the price will be charged for:
- Any appointment that has not been cancelled 24 hours in advance;
- Any appointment for which the Customer does show up.
In the context of providing Interpretation Services, if the Customer requests the recording of conversations, he must inform all the participants in the conversation beforehand and agrees to obtain the express written consent of the participants beforehand. VIAVERBIA BENELUX will only make this recording for the possible needs of transcription and after having received confirmation from the Customer that it had received the agreement of each of the participants. VIAVERBIA BENELUX accepts no responsibility for proper authorisation, in due form, of each of the participants. In order to comply with regulations on the protection of personal data, VIAVERBIA BENELUX will not provide the recording to the Customer and will proceed with destroying it after delivery of the translation to the Customer.
In addition, the Customer is informed that an interpreter cannot be refused by the Customer due to his/her accent as long as the latter correctly masters the languages required for providing the Services.
VIAVERBIA BENELUX cannot be held responsible for the poor quality of the telephone connections or the conference line system in the case of telephone or video conference interpretations done by a telephone or online operator (Zoom, Microsoft Teams or equivalent). Consequently, line breaks or other interruptions cannot be attributed to it.
9.4 Interpretation services provided on site
a. Costs related to performance of the Services
Unless otherwise agreed, all costs for coming to the place of service remain the responsibility of the Customer and will be billed at the cost price (airplane, train, taxi, accommodation, meals and others).
The Customer agrees to pay them upon receipt and with presentation of supporting documents.
b. Hours of providing the Services
Lunch or dinner breaks, if these times are included in the schedules for providing the Services, are taken into account in the actual schedules for providing the Services.
More specifically, when an interpreter is brought, in the context of providing the Services, to lunch or dinner with the Customer, this lunch or dinner time will be considered as effective time of providing the Service. Upon request, the Customer must sign the interpreter's attendance sheet.
c. Insurance of the Customer for risks related to performance of the Services
The Customer declares to be insured for the risks relating to execution of the Services.
This insurance must, in particular, cover, for the benefit of the Service Provider's employees, the risks of accidents at the site of the assignment and, throughout its duration, bodily harm, civil liability, etc.
d. Damage or loss of interpretation equipment made available to the Customer
If interpretation equipment (such as booths, microphones, headphones, etc.) is made available to the Customer, the latter remains under his full responsibility from delivery until it is picked up. Any damage or loss will be invoiced at the cost established by VIAVERBIA BENELUX, which leases the equipment.
e. Extension of the duration of the Services due to the Customer
In the event that the period for providing the Services is extended due to circumstances attributable to the Customer, the latter must bear the resulting consequences.
These consequences include:
- the payment of overtime in connection with providing the Services according to the price mentioned in the quote accepted by the Customer;
- reimbursement, upon first presentation of supporting documents, of the interpreter's transport costs (air or train tickets) resulting from extension of the period for providing the Services;
- reimbursement, upon first presentation of supporting documents, of the interpreter's living expenses, and of the fees if the latter is obliged to remain at the place of the assignment due to an extension of the period for providing the Services.
f. Customer dissatisfaction and complaint
A Customer may not refuse an interpreter on the grounds that he/she has a foreign accent provided that he/she correctly masters the languages required for the Services requested.
If a Customer is not satisfied with an interpreter, he must inform VIAVERBIA BENELUX within 4 hours of the start of the Services.
In such a situation, VIAVERBIA BENELUX agrees to do its utmost to replace said interpreter, to the extent that replacements are available.
The impossibility of replacing the interpreter revoked by the Customer due to the absence of an available replacement is considered a case of force majeure. VIAVERBIA BENELUX cannot be required to remedy the inconvenience caused by this express case of force majeure.
In any event, the liability of VIAVERBIA BENELUX is strictly limited to the Services provided. It follows that the amount of VIAVERBIA BENELUX's liability is limited to the amount of the invoice or the amount estimated by the insurance company which covers its liability.
As a departure from article 10.1 below, the Customer's complaint concerning an Interpretation Service must be sent within 5 days after its completion to VIAVERBIA BENELUX by email, fax or post. The complaint will specify in a detailed, clear and precise manner, with concrete and verifiable elements, the reasons that he found the Service of the interpreter to be acceptable.
g. Inability to perform the Service
VIAVERBIA BENELUX cannot be held responsible for delays or absences of the interpreter due to cases beyond its control, such as delays by the SNCF and other rail, land or air carriers, traffic accidents, traffic slowdown due to strikes or demonstrations or any other events beyond its control.
In the event of total absence of the interpreter due to transport following a case of force majeure, 50 % of the fees and expenses will be covered by the Customer.
In the event of unexpected illness justified by sick leave established by a doctor before or during the Services, VIAVERBIA BENELUX will do its utmost to replace the interpreter.
The impossibility of replacing an interpreter on sick leave due to the absence of an available replacement is considered to be a case of force majeure.
As such, VIAVERBIA BENELUX cannot be required to remedy the inconvenience caused by this case of force majeure.
Nevertheless, billing will not be issued for the portion of the Services not provided. On the other hand, any equipment rental and travel costs incurred will be billed to the Customer.
9.5 Voice dubbing services
With regard to Voice Dubbing Services, the prices stated in the quote are based on the information provided by the Customer, namely the duration of the original file, or even the number of characters of the text, the type of voice, the languages and processing of the audio file. The Services of VIAVERBIA BENELUX may be freely used on any medium without limitation of duration, unless otherwise stated in the quote, including use on public media such as broadcasting on terrestrial radios, Internet or television.
VIAVERBIA BENELUX reserves the right to revise the quote if certain operations have not been foreseen or if the Customer makes editing changes.
For any order, the Customer validates a voice. If, after return of the file, this voice no longer satisfies him, the amount of the invoice will nevertheless remain due. A new quote will be prepared for a new recording.
If the Customer requests the integration of sound media such as music or other, it must ensure that the rights of rightsholders, including collection companies, authors, publishers or composers, are respected. VIAVERBIA BENELUX can never be sought in this regard.
The order will only be accepted after receipt of the signed quote accompanied by the order, if necessary, at its establishment and possibly accompanied by payment of the deposit.
The delivery method is mainly by email with an MP3 or MP4 file, unless otherwise indicated in the quote.
ARTICLE 10: LIABILITY OF VIAVERBIA BENELUX - COMPLAINT PROCEDURE
VIAVERBIA BENELUX is committed to providing Services that meet a level of quality.
Any complaint about the quality of the Services must be submitted by registered letter with acknowledgment of receipt within 8 days following the date of performance of the Service.
VIAVERBIA BENELUX agrees to process each complaint within a maximum of 30 days.
The Customer's complaint letter must be detailed and concrete and verifiable elements must be provided to support it. No complaint may be the subject of a refusal to pay for the Services.
VIAVERBIA BENELUX cannot under any circumstances be responsible for any mismatch between its services and the needs, not expressed or expressed but indicated as unable to be satisfied, of the Customer. It is the responsibility of the latter to read the functional and technical characteristics of the Services of VIAVERBIA BENELUX.
Each Party assumes full responsibility for the consequences resulting from its own faults, errors or omissions, as well as for the faults, errors or omissions of its employees and agents, if applicable, and causing direct harm to the other Party.
From contractual and non-contractual standpoints, VIAVERBIA BENELUX does not assume the financial consequences of errors and faults of stakeholders either upstream or concurrently with it. It may not be held responsible, either jointly or jointly and severally, for faults committed by other actors, for which it is never responsible for a debt towards the Customer. The latter expressly waives the obligation in solidum.
VIAVERBIA BENELUX may be assisted by the collaborators or colleagues of its choice. It decides how and by whom the services described in the purchase order are performed. It excludes any liability for damages attributable to third parties that it has involved in the context of performance of the Contract.
Once its assignment has been completed, VIAVERBIA BENELUX assumes no obligation to inform the Customer of the possible occurrence of a change in the legislation or regulations in effect applicable to the assignment, nor to inform the Customer of the possible consequences of such a change on the assignment and its results.
In the event that the liability of one of the Parties is called into question for performance of this Contract, except in cases of fraud or gross negligence, this liability will be limited to only foreseeable direct material damage, proven, and resulting exclusively and directly from faulty non-performance, to the exclusion of any indirect and/or consequential losses and, in particular, any loss of turnover, profit, operating profit, renown or reputation, clientèle, action of a third party, commercial or economic damage, additional operating or production costs, interruption of operation, additional costs or other loss of revenue. Each Party agrees to obtain the waiver by its own insurer to engage the liability of the other Party in the event of indirect and/or consequential losses, as listed in a non-exhaustive manner above.
Notwithstanding any other stipulation of the Contract, in all cases where VIAVERBIA BENELUX is liable for damages, these may never be greater than the highest of the following values: either the amount of the remuneration paid by the Customer in execution of the Contract, or the value of the financial intervention of the Company's professional liability insurance, if it covers the operation.
ARTICLE 11: INTELLECTUAL PROPERTY
The intellectual property rights of VIAVERBIA BENELUX relating to the Services performed for the Customer are the exclusive property of VIAVERBIA BENELUX. VIAVERBIA BENELUX remains the owner of the rights of use until full payment of the invoice and the Customer may not use the Service until full payment of the invoice. After full payment for the Service, the Customer may use and/or exploit these intellectual property rights over the Service under the conditions provided for in the quote: either the rights are for free use, on any medium and without limitation of duration, or they are for restricted use.
The Customer guarantees that any document provided to the Service Provider, by it and/or its representatives or agents, is free of any right belonging to a third party, which would prohibit performance of the services accepted by the Service Provider. The Customer irrevocably agrees to pay, in its capacity as guarantor, any damages that may be claimed from the Service Provider, for violation of the rights of a third party due to performance of the Services.
ARTICLE 12: FORCE MAJEURE
Any impossibility of performing one of the services accepted by VIAVERBIA BENELUX due to a case of force majeure cannot be attributable to VIAVERBIA BENELUX, whose liability cannot be incurred.
It is specified that the following events are considered as a case of force majeure, without this list being exhaustive:
- Power failure and/or interruption of the internet network between the Customer and the translator or interpreter, whatever the cause, as well as any communication problem between the Customer and the translator or interpreter;
- Inability to use the equipment necessary for performance of the service;
- Problem encountered during transport by the interpreter;
- Unforeseen illness of the translator or interpreter justified by a work stoppage established by a doctor before or while the Services are provided;
- Health situation related to Covid or related contamination.
ARTICLE 13: CONFIDENTIALITY
VIAVERBIA BENELUX agrees to respect confidentiality concerning all documents entrusted to it as well as the content of the comments made while the Services are being provided.
VIAVERBIA BENELUX agrees to obtain the same commitment from its translators, interpreters, dubbers or any person who has performed a Service or participated in the Service.
ARTICLE 14: PERSONAL DATA
For the purposes of these terms and conditions, "data protection legislation" refers to (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) ("GDPR"), and (ii) any applicable law or regulation of the EU Member States giving effect to the GDPR or implementing its provisions, all as modified, completed or replaced.
By contacting VIAVERBIA BENELUX, even for a simple request for Services, Customers and visitors of the site https://www.viaverbia.be and other sites of VIAVERBIA BENELUX or the OPTILINGUA group understand and accept that their email address, last name and first name and information relating to the Services requested are recorded by VIAVERBIA BENELUX. This data is used, on one hand, to send the quote, information and updates relating to your order and, on the other hand, to send occasional information on the language services of VIAVERBIA BENELUX.
The data will only be processed in order to allow optimal use of the Services provided by VIAVERBIA BENELUX, i.e., to proceed with the processing of orders placed by Customers, send quotes and information relating to the services provided at the request of prospects. As a result, processing of the Data is necessary for performance of a contract to which the data subject is a party (contract for the supply of services) or for execution of pre-contractual measures taken at the request of the data subject (for example, to send a quote).
The data may be communicated to any partners of VIAVERBIA BENELUX responsible for the implementation, processing, management and payment of orders. It is never communicated to a third party for advertising purposes. As part of its activities, VIAVERBIA BENELUX may, in addition, be required to communicate the data to persons to whom VIAVERBIA BENELUX subcontracts certain work related to providing the Services. This includes the following third parties: subcontractors such as fiduciaries (accounting), external advisers, partners such as Webmasters, programmers, IT specialists, administrations and tax authorities.
With the exception of the United Kingdom, VIAVERBIA BENELUX does not transfer customer data to third-party countries. A third-party country is any country outside the European Economic Area which does not have a decision of adequacy issued by the European Commission.
In addition, VIAVERBIA BENELUX may be required to disclose the Data in order to comply with laws in effect or at the request of an authority, or in the context of legal proceedings, to enforce these TCS, to respond, for example, to complaints and/or claims, to protect the rights or interests of VIAVERBIA BENELUX or its Customers.
If personal data is shared by the Parties under or in connection with this Contract, each Party alone (and not jointly with the other Party), when processing the personal data under or in connection with this Contract, determines the purpose and means of processing the data in question. Therefore, each Party acts as an independent data controller.
When processing personal data, each Party is required:
(a) to comply with its obligations under data protection laws;
(b) to provide data subjects with the information specified in articles 13 and 14 of the GDPR;
(c) to refrain from performing or allowing to be performed any acts or omissions which may engage the liability of the other Party under data protection laws;
(d) to ensure that it exchanges personal data with the other Party in a secure manner;
(e) to ensure that sufficient safeguards are provided and that appropriate technical and organisational measures are implemented to ensure that the processing is done in accordance with the requirements of the GDPR and that protection of the rights of the data subject is ensured;
(f) to provide appropriate assistance, information and cooperation when requested by the other Party in relation to data protection matters, including:
- With respect to all matters which, in the reasonable opinion of the other Party, are necessary to ensure continued compliance with data protection laws by that Party;
- With respect to claims and/or the exercise or alleged exercise of rights by a data subject under data protection legislation or with respect to investigations or enforcement measures by the Data Protection Authority or other supervisory authority concerning or related to the processing of personal data by the other Party in the context of or in connection with this agreement; and
- Any breach of security, and/or any loss, destruction, damage or alteration of personal data; and
(g) to ensure that all its commercial and operating documents and the personal data provided are properly stored, ensure that no third party can access this information and spontaneously return to the other Party the information and personal data provided during the term of the Contract, on request, after termination of the Contract, taking into account the retention periods applicable under professional law.
VIAVERBIA BENELUX collects and stores personal data sent by its Customers in a secure manner through computer and physical security measures. The data is kept in files accessible only by the employees of VIAVERBIA BENELUX and the IT service provider working for VIAVERBIA BENELUX.
Data is kept for 3 years plus the current year. If, at the end of this period, no business relationship is established, it will be automatically deleted from the servers. The data is stored in an external data centre located in a member country of the European Union.
Customers are informed that they have the right to ask VIAVERBIA BENELUX for access, rectification or erasure of their data, or to limit the data processing concerning them, as well as the right to object to processing that concerns them, under certain conditions, and the right of data portability.
Customers may contact VIAVERBIA BENELUX for any questions or for more information regarding the processing of their personal data or to exercise their rights, at the following email address: email@example.com. VIAVERBIA BENELUX will reply within a maximum of one month.
Customers are further informed that if they are not satisfied with the response from VIAVERBIA BENELUX to one of their requests or the way in which VIAVERBIA BENELUX processes the data, they have the right to file a complaint with a supervisory authority.
ARTICLE 15: APPLICABLE LAW
Without prejudice to the right of the Consumer Customer to assert the rights and protection afforded to him by the mandatory provisions of the law that could be applicable in the absence of this clause, these TCS and the operations resulting therefrom are governed by and subject to Luxembourgish law.
III. SPECIAL PROVISIONS APPLICABLE TO CONSUMER CUSTOMERS
ARTICLE 16: RIGHT OF RETRACTION FOR CONTRACTS ESTABLISHED REMOTELY
In the case of the Contract established remotely, the Customer has, in accordance with the law, a retraction period of 14 days following establishment of the Contract. Within this period, the Customer may exercise his right of retraction from VIAVERBIA BENELUX and cancel his order, without having to justify any reason or pay any penalty, by sending an email to firstname.lastname@example.org expressing his unambiguous wish to retract his decision. The Customer may use the template for the retraction form.
MODEL RETRACTION FORM
(Please complete and return this form only if you wish to withdraw from the contract)
- To the attention of VIAVERBIA BENELUX, email@example.com:
- I/We hereby give notice of my/our retraction of the contract for the service hereafter:
- Ordered on (*)
- Name of consumer(s) (*)
- Address of the consumer(s) (*)
- Signature of the consumer(s) (only in case of notification of this form on paper)
- Date (*)."
(*) Information to be completed
The Customer's exercise of his right of retraction implies that the Services have not started during the retraction period. In the event of exercise of the right of retraction within the aforementioned period, only the price of the Services ordered shall be refunded, within a maximum period of 14 days from receipt by VIAVERBIA BENELUX of the notification of retraction by the Customer.
However, the Customer who wants Services to be performed immediately by VIAVERBIA BENELUX, without waiting for the end of the retraction period, is duly informed that due to this express request and in accordance with articles VI.46 and VI.53 of the Code of Economic Law, he can no longer exercise his right of retraction for the service in question. In this case, by the sole acceptance of these TCS, the Consumer Customer expressly acknowledges that he will lose his right of retraction once the contract has been fully executed by VIAVERBIA BENELUX, in all cases where execution of the Services began before expiry of the retraction period with his express prior agreement.
ARTICLE 17: DISPUTES
Any disputes which could arise relative to the Services provided by VIAVERBIA BENELUX in application of these TCS, concerning their validity, interpretation, execution, termination, consequences or aftermath, and which could not be resolved amicably between VIAVERBIA BENELUX and the Customer shall be exclusively subject to the jurisdictions of the judicial district in which the registered office of VIAVERBIA BENELUX is located, without prejudice to application of the provisions of international private law applicable to disputes between professionals and consumers.
The Consumer Customer is informed that he can resort to contractual mediation.
ARTICLE 18: PRE-CONTRACTUAL INFORMATION - CUSTOMER ACCEPTANCE
The Customer acknowledges having received, prior to placing his order, in a legible and understandable manner, these TCS and all the information and details specified in article VI.45 of the Code of Economic Law and, in particular:
- the essential characteristics of the Services, taking into account the communication medium used and the Service concerned;
- the identity of the company, including its company number, trade name;
- the price of the Services and related costs (equipment, for example);
- in the absence of immediate performance of the Contract, the date or the period within which VIAVERBIA BENELUX agrees to perform the Service;
- information relating to the identity of VIAVERBIA BENELUX, its postal, telephone and electronic contact details, and its activities, if it does not appear from the context,
- information on legal and contractual guarantees and their terms of implementation;
- the possibility of resorting to contractual mediation in the event of a dispute;
- information relating to the right of retraction (existence, conditions, time limit, methods of exercising this right and standard retraction form), the conditions of cancellation and other important contractual conditions (article 16 above).
The fact that a natural person orders on the website of VIAVERBIA BENELUX, https://www.viaverbia.be implies full adherence to and acceptance of these TCS, which is expressly acknowledged by the Customer, who waives, in particular, availing himself of any contradictory document, which will be unenforceable against VIAVERBIA BENELUX.
IV. SPECIAL PROVISIONS APPLICABLE TO PROFESSIONAL CUSTOMERS
ARTICLE 19: TERMS AND CONDITIONS OF SALE BY CATEGORY
Information appearing in catalogues, prospectuses and price lists of VIAVERBIA BENELUX are indicative and may be revised at any time.
VIAVERBIA BENELUX is entitled to make any changes that it deems useful.
VIAVERBIA BENELUX may, moreover, be required to establish Terms and Conditions of Sale by Category, which depart from these Terms and Conditions of Sale, according to the type of Professional Customer considered, determined on the basis of objective criteria.
In this case, the Terms and Conditions of Sale by Category apply to all Professional Customers meeting these criteria.
ARTICLE 20: UNENFORCEABILITY OF THE TERMS AND CONDITIONS OF PURCHASE OF THE PROFESSIONAL CLIENT
These Terms and Conditions of Sale are expressly approved and accepted by the Professional Client, who declares and acknowledges having understood them perfectly and, as such, renounces availing itself of any contradictory document and, notably, its own terms and conditions of purchase, which will be non-binding on VIAVERBIA BENELUX, even if VIAVERBIA BENELUX is aware of them.
ARTICLE 21: ABSENCE OF OFFSETTING OF NON-RECIPROCAL RECEIVABLES OR DEBTS
Unless express, prior and written approval has been obtained from VIAVERBIA BENELUX, and provided that the reciprocal receivables and debts are certain, liquid and payable, no offsetting can be validly done by the Professional Client between possible penalties for late delivery of the Services ordered or non-conformity with the order, on one hand, and the sums owed by the Professional Client to VIAVERBIA BENELUX for the purchase of said Services, on the other hand.
ARTICLE 22: DISPUTES
Any disputes to which the purchase and sale transactions established in application of these TCS could give rise, concerning their validity, interpretation, execution, termination, consequences or aftermath, and which could not be resolved between VIAVERBIA BENELUX and the Professional Customer, will be submitted exclusively to the courts of the judicial district in which the registered office of VIAVERBIA BENELUX is located.
V. FINAL PROVISIONS
Authentic text. Only the French version of this Document may be deemed as authentic. In the event that it is translated into one or several foreign languages, only the French text shall prevail in any disputes.
Entire agreement. This Contract constitutes the entire agreement of the Parties with regard to the subject matter of this contract, thereby replacing all previous discussions, negotiations, documents or contracts.
Written form. Any change, modification or addition to this Agreement shall be made exclusively in writing, with reference to this contract and signed by both Parties or their fully authorized representatives.
Absence of offsetting. Offsetting by the Customer between the sums due to VIAVERBIA BENELUX and the sums that could be claimed by the Customer is not authorised, except with the prior written agreement of VIAVERBIA BENELUX.
Portability of debts. Any debt on the basis of this Agreement shall be transferable and incontestable.
Election of domicile. For execution of this Agreement, its aftermath and consequences, the Parties elect domicile as their respective registered offices, as indicated in the purchase order. Any change of domicile elected by one of the Parties must be notified without delay to the other Party, otherwise it will not be enforceable against the other Party.
Notifications. Each Party shall promptly notify the other of any material change in conditions or of the occurrence of any event that interferes or threatens to interfere with performance of this Agreement.
Hardship Clause. If, at any time, one or more provisions of this Agreement are or become unlawful, invalid or unenforceable, in whole or in part, under any applicable law, the legality, validity and enforceability of the other provisions or any part of any provision shall in no way be affected or impaired.
In the event of illegality, invalidity or inapplicability, the Parties shall make every effort to negotiate in good faith with a view to agreeing on a valid and applicable alternative provision which, to the extent possible, is consistent with the substance and purpose of this Agreement and which, in its economic and legal effects, is as close as possible to the invalid, void or inapplicable provision.
Non-waiver. Except as otherwise provided in this Agreement, failure by either Party at any time to enforce any of the provisions of this Agreement or to require, at any time, performance by the other Party of any of these provisions shall in no way be construed as a waiver of these provisions, and shall in no way affect the validity of this Agreement or any part thereof, or the rights of this Party to enforce each of these provisions thereafter.
Waiver of any term, provision, condition, right or consent granted under this Agreement shall be effective only if it is given in writing and signed by the waiving or consenting Party, and only in the case and for the purpose for which it is given.
Capacity of the signatories. Each signatory to this Agreement guarantees that it has the authority to sign this Agreement on behalf of the Party for which it signs the document, that the Agreement has been approved by all applicable internal corporate procedures and that it agrees to defend the other Party and hold it harmless against any claim based on the absence of signatory authority on behalf of the Party for which it has intervened herein.
Electronic Signatures. It is explicitly agreed between the Parties that the signature of a Party via a scanned or digitised image of a handwritten signature (for example, a PDF scan) or an electronic signature (for example, via SeneSign) in accordance with eIDAS Regulation EU/910/2014 shall have the same force and effect as an original handwritten signature for the purposes of validity, applicability and admissibility. Each Party shall receive a fully signed copy of the Agreement. Remittance of the copy fully executed by e-mail or via an electronic signature system shall have the same force and effect as remittance of an original paper copy.