Livewords General Terms and Conditions of Purchase

Article 1 – Definitions

1.1 “Livewords” means Concorde Group B.V. and its affiliated group companies that use these general terms and conditions of purchase.

1.2 “Vendor” means any natural person or legal entity (i) to which Livewords gives a Job or (ii) to which Livewords is considering giving a Job.

1.3 “Job” and/or “Jobs” means the agreement for services, including these general terms and conditions of purchase, as laid down in writing between Livewords as client and the Vendor as the vendor.

1.4 “Service” and/or “Services” means all products and services provided by the Vendor to Livewords in the context of the the Job, along with all other work performed by the Vendor for Livewords in that context and of any nature whatsoever.

1.5 Hereinafter, “Party” or “Parties”, used individually or collectively, means Livewords and the Vendor, respectively.

1.6. “Portal” means the web application that Livewords makes available to the Vendor to enable Livewords to offer its Jobs and the Vendor to offer his Services, respectively. Unless indicated otherwise by Livewords, Livewords expects the Vendor to perform Jobs in the Portal. The Vendor accepts this method as a condition for his collaboration with Livewords

Article 2 – Applicability

2.1 These general terms and conditions of purchase are applicable to all legal relationships between Livewords and the Vendor, and to all requests, offers, agreements and/or Jobs, and to additional and/or subsequent requests and Jobs from Livewords in connection with the provision of Services, and are hereinafter referred to as: “General Terms and Conditions of Purchase”

2.2 Livewords expressly rejects the applicability of the Vendor’s general and/or other terms and conditions.

2.3 Livewords reserves the right to change these General Terms and Conditions of Purchase unilaterally. Any changes will take effect thirty calendar days after they are published in the Portal or via Livewords’ website. If the Vendor does not object to the applicability of a new version of the General Terms and Conditions of Purchase to Livewords’ resource management department in writing within two weeks after receipt, the newer version will replace the old version.

Article 3 – Job

3.1 Livewords is under no obligation whatsoever to grant a Job to the Vendor and the acceptance of these General Terms and Conditions of Purchase by the Vendor expressly does not entail a guarantee that Livewords will grant one or more Jobs to the Vendor. Livewords is not liable for one or more Jobs not being granted to the Vendor.

3.2 The Parties represent that it is expressly not their intention to enter into an employment contract (within the meaning of Articles 7:61 – 7:687 of the Dutch Civil Code) with each other and that they exclusively wish to contract with each other based on the Job with due observance of these General Terms and Conditions of Purchase. The Parties undertake vis-à-vis each other to actually conduct themselves in the performance of the reciprocal contractual obligations in accordance with what is customary when executing a Job. The Vendor is not in any (labour law) authority relationship with Livewords.

3.3 In respect of the previous paragraph of this article, the Parties conclude a framework agreement for services, which has been approved by the Revenue in the context of the Assessment of Employment Relationships (Deregulation) Act (Wet Deregulering Beoordeling Arbeidsrelaties, “DBA”).

Article 4 – Invoicing method and payment terms

4.1 Unless indicated otherwise by Livewords, the Vendor will use the Portal to invoice its Services that are also translation jobs.

4.2 To invoice his/her Services, which are also on-site interpreting jobs, the Vendor will use a mobile application (“Pocket App”) developed by Livewords, which the Vendor uses to have his/her timesheet(s) (time accounting) signed off on site by his/her client. If it is not possible to upload the Vendor’s timesheet(s) via the Pocket App, the interpreter will ensure that he/she completes the timesheet, scans it and emails it to Livewords via werkbriefjes@livewords.com within 24 hours after the interpreting job.

4.3 Invoiced services, which are also interpreting jobs, are subject to a payment term of 30 calendar days as from the receipt of the invoice by Livewords.

4.4 Invoiced services, which are also translation jobs, are subject to a payment term of 42 calendar days as from the receipt of the invoice by Livewords.

4.5 The Vendor may submit a written request for a payment term of 7 calendar days to Livewords by email to invoices@livewords.com. In that case, 3% of the invoiced amount will be deducted.

4.6 Only invoices that comply with the requirements imposed by the Dutch Revenue (https://www.belastingdienst.nl) will be processed.

Article 5 – Cancellation of the job

5.1 If, for any reason whatsoever, a Job, which is also a consecutive interpreting job, is cancelled within 24 hours before the commencement of this Job, the entire fee, comprising the entire scheduled interpreting time, plus any travel and accommodation expenses incurred in connection with this Job, will be paid.

5.2 If, for any reason whatsoever, a Job, which is also a consecutive interpreting job, is cancelled between 24 and 48 hours before the commencement of this Job, any travel and accommodation expenses incurred in connection with this Job will be paid.

5.3 If, for any reason whatsoever, a Job, which is also a simultaneous interpreting job, is cancelled within 10 working days before the commencement of this Job, the entire fee for the Job, comprising the entire scheduled interpreting time, plus any travel and accommodation expenses incurred in connection with this Job, will be paid.

5.4 If, for any reason whatsoever, a Job, which is also a simultaneous interpreting job, is cancelled within 10 and 20 working days before the commencement of this Job, half of the entire fee for the Job, comprising the entire scheduled interpreting time, plus any travel and accommodation expenses incurred in connection with this Job, will be paid.

5.5 If the Job falls under one of the (public) procurement contracts, the arrangements made in that relevant contract in respect of the cancellation of the Job will prevail.

Article 6 – Confidentiality and prohibition on disclosure

6.1 Livewords and the Vendor understand confidential information to be all information (the “Confidential Information”) made available to the Vendor by Livewords that falls under the contents of the accepted interpreting and/or translation job and all (technical) know-how of which the Vendor becomes aware as a result of the granting of the job by Livewords in the context of the Job and/or Jobs and of which the Vendor was not already aware in some other way. The Vendor warrants that he/she, his/her personnel and (personnel of) third parties that he/she engaged, which third parties he/she may only engage with the prior written consent of Livewords, will keep the Confidential Information secret from third parties and will make no disclosure regarding that information without the express written consent of Livewords.

6.2 The Vendor is aware that the Confidential Information that he receives from and processes for Livewords in the context the Job and/or Jobs may contain personal data within the meaning of the General Data Protection Regulation (“GDPR”). The Vendor will not use these data for commercial purposes. The Vendor undertakes to meticulously comply with the rules in the GDPR and the obligations included in the confidentiality agreement with the accompanying sub-processor agreement that he received when he registered with Livewords or which was sent to him separately.

6.3 Livewords will treat all registered Confidential Information and personal data of third parties engaged by the Vendor that may be disclosed by the Vendor prior to and during the Job as confidential and, more particularly, process these in accordance with the GDPR as a result of which the Vendor will inform that third party of any of his/her registered confidential information and personal data and of how, when and for what purpose these data are processed.

6.4 The Vendor’s obligations referred to in this article also remain in force after the end of a Job and/or Jobs.

Article 7 – Copyright / Intellectual property

7.1 Everything to be delivered by the Vendor and the employees, agents and/or third parties engaged by him/her in the context of the Job becomes the property of Livewords and/or its clients. The Vendor herewith waives in advance any intellectual property rights to the work that he has delivered in the context of the Job, or the Vendor represents that

he will cooperate in full upon any and the first request by Livewords to assign those rights to Livewords or a party designated by Livewords in the manner intended for that purpose. The Vendor also waives his (personality) rights as referred to in Article 25 of the Copyright Act (Auteurswet) (1912).

7.2 The Vendor may use translation memories as a tool when producing translations. The Vendor warrants that no Confidential Information will be reproduced when parts of the source text are stored in and re-used from translation memories.

7.3 The Vendor warrants that no third-party rights oppose the provision of what is performed by the Vendor as a service or delivered as a result in the context of a Job. The Vendor indemnifies Livewords against any claim by a third party based on the allegation that such provision infringes any right of that third party, both at law and otherwise.

Article 8 – Complaints

The Vendor will perform the Job with due care and as a good and skilled/expert vendor. If complaints are received regarding the work performed by the Vendor, Livewords will follow its standard complaints procedure.

Article 9 – Certificate of Good Conduct

9.1 Unless the Vendor is (demonstrably) registered in the Register of Sworn Interpreters and Translators (Register Beëdigde Tolken en Vertalers, “Rbtv”), the Vendor must have such a current Certificate of Good Conduct (Verklaring Omtrent het Gedrag, “VOG”) as required by Livewords’ customers and will provide an updated copy thereof to Livewords at least every five (5) years.

9.2 If the Vendor cannot obtain an up-to-date VOG as referred to in paragraph 1, he must have an equivalent document not older than three months, issued by a court or administrative authority of an EU Member State authorised to do so, or another state that is not an EU Member State where he is domiciled. Whether the equivalent document is sufficient and is accepted is at Livewords’ discretion.

9.3 If the Vendor does not have a VOG or an equivalent document referred to in paragraph 2, he may not be engaged for work on government contracts unless the relevant government has informed Livewords otherwise.

Article 10 – Anti-virus program

10.1 The Vendor shall ensure that he takes appropriate technical measures for his hardware / working environment, including the following security measures:

  • Using a computer with an up-to-date operating system;
  • Using a recent, up-to-date Internet browser;
  • Activation and application of the operating system’s automatic updates.
  • Installation and activation of an appropriate firewall and virus scanner.

10.2 If, for any reason whatsoever, it emerges that digital files originating from the Vendor are infected with (computer) viruses, the Vendor will be liable for all ensuing damage for Livewords, including, but not limited to, the full direct and indirect damage that Livewords’ customers may suffer as a result of those (computer) viruses.

Article 11 – Codes of conduct

11.1 The Vendor represents that, prior to accepting the Job, he took note of and will perform the Job in accordance with the code of conduct for Livewords’ interpreters and translators. The Vendor received this code of conduct, as amended by Livewords from time to time, when he registered with Livewords.

11.2 The Vendor represents that, prior to accepting the Job, he took note of and will perform the Job in accordance with the code of conduct for interpreters and translators of the Bureau Wbtv. This code of conduct, as amended from time to time, can be found at https://www.bureauwbtv.nl/ (in Dutch).

Article 12 – Non-solicitation clause

12.1 The Vendor is prohibited, for a period of twelve (12) months after the (last) moment at which he provided Services to Livewords, without prior express and written permission from Livewords, from directly or indirectly entering into agreements with, performing jobs for and/or otherwise maintaining business contacts with clients and/or relations of Livewords for which the Services were (ultimately) performed and/or which the Vendor has otherwise become aware of in connection with the performance of the Job(s).

12.2 In any event, clients and/or relations within the meaning of paragraph 1 are natural persons or legal entities with whom Livewords has demonstrably maintained business contacts during a period of six (6) months prior to the last time that the Vendor provided Services to Livewords, which contacts led to jobs being granted to Livewords.

12.3 If the Vendor fails to comply with his obligation pursuant to this article, Livewords will be entitled to an immediately exigible fine, with no notice of default being required, of € 10,000 (in words: ten thousand euros) per violation, payable by the Vendor. The forfeiture of this fine does not affect any other rights of Livewords vis-à-vis the Vendor arising from this violation, including the recovery of the full damage suffered by Livewords as a consequence.

Article 13 – Liability and indemnification

13.1 The Vendor is liable for all damage suffered by Livewords as a result of a failure by the Vendor in the performance of his obligations pursuant to the Job, non-performance of any obligations ensuing from Livewords’ General Terms and Conditions of Purchase and for damage caused by the Vendor to Livewords’ property. Livewords’ administration serves as full proof of Livewords’ damage, with the exception of proof to the contrary by the Vendor.

13.2 Livewords has the right to remedy (or have remedied) any defects resulting from a failure by the Vendor in the performance of his obligations pursuant to the Job immediately and for the Vendor’s account and risk.

13.3 The Vendor indemnifies Livewords against:

a) third-party claims for compensation of damage suffered in connection with a failure by the Vendor in the performance of his obligations pursuant to the Job or an unlawful act by the Vendor;

b) fines and/or punitive measures imposed on Livewords and/or third parties in connection with the Vendor’s failure to comply with laws and regulations;

c) damage caused to property of third parties by the Vendor.

Article 14 – Insurance

14.1 Unless indicated otherwise by Livewords, the Vendor is required to take out insurance with a minimum cover of € 25,000 per event to cover his/her professional and/or business liability.

14.2 Upon Livewords’ first request, the Vendor will provide Livewords with a copy of the policy and/or proof that the premium owed has been paid.

14.3 If a policy has not been taken out and/or the proof of payment of the premium for one or more of the insurances referred to above has not been provided, the Client will have the right to take out said insurance(s) at the Vendor’s expense.

Article 15 – Data and privacy

15.1 In so far as not agreed otherwise with the Vendor in writing, Livewords may, without further restrictions, process all information that Livewords receives from the Vendor in connection with the performance of the Job(s) and/or the provision of (a) Service(s).

15.2 In so far as Livewords and the Vendor share personal data with each other in connection with the performance of the Job(s) and/or the provision of (a) Service(s), they will reasonably comply with the requirements ensuing from the applicable privacy legislation.

15.3 Upon each request, the Vendor will inform Livewords in writing and without delay of how the Vendor complies with the applicable privacy legislation.

15.4 The Vendor will take the technical and organisational measures to protect personal data that the Vendor receives from Livewords as included in the sub-processor agreement referred to in Article 6.2.

15.5 The Vendor warrants that all data that he makes available to Livewords were lawfully obtained, were lawfully made available to Livewords and that the data do not constitute an infringement of any third-party rights. The Vendor indemnifies and holds Livewords harmless against all claims or actions by public authorities and/or individuals directed at Livewords ensuing from any infringement by the Vendor and/or his data processor of any third-party rights or obligations ensuing from applicable privacy legislation.

15.6 The Vendor shall ensure that the personal data made available to Livewords are kept up-to-date in the context of the performance of the Job(s) and/or the provision of the Service(s) and in accordance with applicable privacy legislation.

15.7 When processing personal data, the Vendor will only act on Livewords’ instructions and for the purposes permitted by Livewords.

15.8 The Vendor must inform Livewords immediately, and in any event, within twenty- four (24) hours if he:

a) receives a request for information or a summons or a request for an inspection or audit from a competent government body regarding the processing, except in so far as the Vendor is otherwise prohibited by law from disclosing that information;

b) intends to disclose personal data to a competent government body; or

c) discovers or reasonably suspects that a data breach within the meaning of the GDPR has occurred.

15.9 The Vendor must immediately inform Livewords of any complaints, requests or information requests from individuals, including requests to correct, delete or block personal data. The Vendor shall comply with the obligations in the sub-processor agreement referred to in Article 6.2 and will not answer the individuals directly in connection with such requests.

Article 16 – Applicable law and dispute resolution

16.1 These General Terms and Conditions of Purchase are governed exclusively by Dutch law.

16.2 At first instance, the District Court of Amsterdam has exclusive jurisdiction to examine disputes between the Parties, unless mandatory competence rules preclude this.

Article 17 – Miscellaneous provisions

17.1 These General Terms and Conditions of Purchase have been filed with the Chamber of Commerce under number: 33238825. If these General Terms and Conditions of Purchase have also been drawn up in a language other than Dutch, the Dutch text will always prevail.

17.2 A copy of these General Terms and Conditions of Purchase will at all times be sent to the requestor free of charge upon first request.

17.3 If any provision of these General Terms and Conditions of Purchase is void or nullified, the other provisions of these General Terms and Conditions of Purchase will remain effective.

17.4 These General Terms and Conditions of Purchase are applicable with effect from 1 January 2019. This version replaces all previous versions.