Terms and conditions
1.1. “Offer” means the proposal and/or quotation sent by the Company to the Customer.
1.2. “Invoice” means any invoice issued by the Company.
1.3. “Service” means any service, including multilingual communications and/or international web marketing in the broadest sense, which is directly or indirectly provided by the Company.
1.4. “Customer” refers to any natural and/or legal person who signs and/or accepts, expressly or implicitly, a contract with the Company. The acceptance still needs to be definitive.
1.5. “Company” refers to the limited liability company BEELINGWA SRL, with the business registration number 0741.579.351 and its registered office at 4, rue Josse Willems B-1350 Jauche, Belgium.
1.6. “Parties” refers to the Company and the Customer.
1.7. The French version of these Terms and Conditions shall take precedence over all other language versions.
1.8. Other terms may be defined within the body of these Terms and Conditions and supplement the above definitions.
2. GENERAL PROVISIONS
2.1. These Terms and Conditions, the Offer and Invoices form the entire contract between the Parties (hereinafter, the “Contract”) and take precedence over any other agreement between the Parties. Any agreement or document contradicting the Contract will be deemed null and void. These Terms and Conditions take precedence over the Customer’s terms and conditions.
2.2. By signing the Offer, paying an Invoice in part or in full or sending an email expressly confirming agreement, the Customer will be deemed to have fully accepted these Terms and Conditions (hereinafter, “Acceptance”).
2.3. The Customer declares that they hold, under their domestic law, the required legal capacity to enter into a contract and purchase the Services offered by the Company. If the Customer does not hold this legal capacity or loses it, the Customer must immediately notify the Company of this fact. Until such notification, the Customer is presumed to hold the necessary legal capacity to enter into a contract and purchase said Services.
2.4. The Company is entitled to amend these Terms and Conditions at any time and without notice. Such amendments will become effective upon the new version of the Terms and Conditions being placed online.
2.5. These Terms and Conditions can be viewed on the Company’s website: https://www.beelingwa.com. The Customer is presumed to have read and understood them at all times.
3.1. No Offer will be enforceable against the Company until the Customer has accepted it in writing in accordance with Article 2.2. Furthermore, an Offer is valid for no more than ten (10) calendar days until stated otherwise in the Offer.
4. DELIVERY TIME
4.1. The date of delivery is estimated according to the number of words to be translated and the information provided by the Customer.
4.2. Delivery times are indicative only. Accordingly, the Company will not be liable for any delivery of the Services after the estimated delivery date. The Customer agrees that the late delivery of the Services is not a breach of the Contract and does not give the Customer any right to damages or to terminate the Contract.
4.3. In accordance with Article 6 of these Terms and Conditions, the Company may suspend or cancel the Services if any monies due and payable by the Customer have not been received by the Company within the contractual period.
5.1. For translation services, prices are set and calculated on the basis of the number of words and the field of specialisation involved. The prices are stated in the Offer sent by the Company.
5.2. For any services not directly or indirectly linked to the services referred to in Article 5.1, the Company may set and calculate the prices using an hourly rate or a flat rate. The prices are stated in the Offer sent by the Company.
5.3. Prices are stated excluding taxes and, in particular, excluding VAT. The Company uses the euro (€) as its default currency.
6.1. Invoices are issued by the Company in accordance with these Terms and Conditions.
6.2. The Invoice total must be paid by bank transfer to the account stated in the Invoice. Payment must be no later than the payment date mentioned in the Invoice. If no payment date is given in the Invoice, the total must be paid within thirty (30) calendar days of the Invoice’s issue date. Any other payment method must be explicitly accepted in writing by the Company beforehand. Any bank fees and charges will be borne by the Customer.
6.3. In general, if the Customer fails to pay in accordance with Articles 6.1 and 6.2, interest at three times the legal rate will, as of right, apply to the outstanding amount and be immediately payable. No formal notice need be made before the interest applies. Furthermore, the total Invoice amount will be increased by an irreducible lump-sum compensation of €50 or 10% of the outstanding amount, whichever is higher, without prejudice to any other increases for the direct or indirect losses suffered by the Company including debt collection costs to be borne by the Customer. The Customer will have no right to use any of the work carried out and/or materials supplied by the Company; any breach of this clause will lead to damages being claimed against the Customer. Where the Customer is a business within the meaning of the Article I.1.1 of the Belgian Economic Law Code (hereinafter, a “Business”), the Business acknowledges that this clause constitutes mitigation for non-payment of the Invoice within the contractual period and is not a penalty clause. The Business agrees to this clause with full knowledge of the facts and irrevocably acknowledges that it complies with commercial practices and is in no way an unfair clause within the meaning of Article VI.91/5 of the Belgian Economic Law Code.
6.4. Late fees accrue, as of right, from the due date even if the Company does not give formal notice.
6.5. Payments are always settled against the oldest debt. Payments are allocated, by priority, to late fees and then other costs including compensation owed to the Company under Article 6.3.
6.6. If the Customer fails to pay, becomes insolvent, suspends payments or becomes bankrupt, any unpaid debts to the Company, including Invoices that have not reached their due date, will immediately become due. Where appropriate, the Company may, for an indefinite period, suspend current or future Services, without prejudice to the Company’s right to claim immediate payment for suspended Services and deliveries.
6.7. The Company is not obliged to reimburse the Customer on any grounds or for any reason whatsoever.
7. PROCESSING OF OFFERS
7.1. The Customer acknowledges that, once the Company has received the Customer’s Acceptance, the Acceptance cannot be revoked after performance of the Contract has begun.
7.2. If the Customer cancels, terminates, revokes or ends the Contract in any way, the Company will be immediately entitled to collect the entire total of the Offer, without prejudice to its right to claim reimbursement for all costs resulting from the cancellation as well as payment of a lump-sum compensation equal to 10% of the Offer’s total. This amount must be paid to the Company as soon as possible. No prior formal notice will be required. Where the Customer is a Business, the Business acknowledges that this clause constitutes mitigation for non-payment of the Invoice within the contractual period and is not a penalty clause. The Business agrees to this clause with full knowledge of the facts and irrevocably acknowledges that it complies with commercial practices and is in no way an unfair clause within the meaning of Article VI.91/5 of the Belgian Economic Law Code.
8.1. The Company may, as of right, suspend performance of its obligations if the Customer fails to perform its own obligations. In this case, the Company is entitled to terminate the Contract as of right without any compensation owed to the Customer or any need to give formal notice. Such termination is without prejudice to any claim for damages. Where termination is attributable to the Customer, the Customer will be liable to a lump-sum compensation of 10% of the Invoices. Where the Customer is a Business, the Business acknowledges that this clause constitutes mitigation for non-payment of the Invoice within the contractual period and is not a penalty clause. The Business agrees to this clause with full knowledge of the facts and irrevocably acknowledges that it complies with commercial practices and is in no way an unfair clause within the meaning of Article VI.91/5 of the Belgian Economic Law Code.
8.2. The Company is not liable for any loss to the Customer, which results directly or indirectly from the Customer providing erroneous information or not providing any information. The Company will not be liable for any consequences that may arise from an act or omission directly or indirectly attributable to the Customer.
8.3. A Customer’s complaint will not be admissible if it has not been notified by registered letter with acknowledgement of receipt or by email to the Company’s email within five (5) calendar days from delivery of the Services by the Company. If the Customer makes a complaint, the Company is entitled to accept or dispute the complaint. If the complaint is accepted, the Company shall adapt the work but the Customer will not have any right to damages, refund or termination of the Contract.
8.4. With regard to the performance of the Services, the Company is only under an obligation of means and not an obligation of result.
8.5. In any event, the Company’s liability is limited to the total amount that has been paid by the Customer. The Company may not be held liable for indirect damages, such as financial damage, commercial damage, loss of sales or earnings, loss of information, and loss of reputation, which the Customer could suffer with regard to the Contract.
9. FORCE MAJEURE
9.1. Force majeure is the occurrence of an unforeseen, unavoidable event that is outside the control of the Company. It includes but is not limited to natural disasters, epidemics, war, expropriations, fire, flooding, occupational accidents, lock-outs, strikes and social conflict. The Customer will have no right to damages in the event of a force majeure.
9.2. If the Services are temporarily impossible to perform due to a force majeure, the Company will notify the Customer by any means and may suspend the Services without any compensation being owed to the Customer.
9.3. If the Services are definitively impossible to perform due to a force majeure, the Company may terminate the Contract, without compensation being owed to the Customer, provided the Customer is notified by any means of the termination.
10. INTELLECTUAL PROPERTY RIGHTS
10.1. The Company’s website is protected by copyright in accordance with the Belgian Economic Law Code.
10.2. Pursuant to copyright law, the Company is the sole owner of the content in its publications and/or services. Publications and services may not be reproduced or copied. Any reproduction, dissemination, sale, publication or exploitation of all or some of the Company’s content, whether for consideration or otherwise, is prohibited.
11.1. The Customer may not assign or subcontract this Contract to any third party. Any breach of this obligation will render the Customer liable to the Company and third parties for any loss resulting from this assignment.
11.2. No inaction by the Company to enforce a clause of these Terms and Conditions will be deemed an abandonment of the right granted by that clause or any other clause.
11.3. Any clause that infringes legal or regulatory public order provisions will be deemed severed from these Terms and Conditions without any effect to the validity of the Contract as a whole. In such a case, the Parties will jointly agree to a replacement for the severed clause while respecting the actual intention of the Parties at the time of entering into the Contract. The replacement clause should, insofar as legally possible, have the same or as close as possible effects as the severed clause.
12.1. The Contract is governed by Belgian law.
12.2. The Francophone Commercial Court of Brussels shall have exclusive jurisdiction over any dispute relating, directly or indirectly, to the performance, interpretation or validity of the Contract, which cannot be amicably resolved.