General Purchasing Terms
In these General Purchasing Terms “the translation company” is taken to mean: Concorde Group BV, trading as Livewords, established at Van Heuven Goedhartlaan 121, 1181 KK, te Amstelveen, The Netherlands. The terms have been filed at the Chamber of Commerce with reference number 33238825.
Livewords applies the General Terms and Conditions of the VViN, (Vereniging van Vertaalbureaus in Nederland). These read as follows:
Article 1 – Definitions
“General conditions”: These general conditions apply to all legal relationships between the translation company and the client, with the exclusion of any terms and conditions applied by the client, unless the translation company has consented to their application in writing. “Livewords”: Concorde Group B.V. trading as Livewords, established at Van Heuven Goedhartlaan 121, 1181 KK, in Amstelveen, the Netherlands, or a subsidiary of this company designated as the contracting party in the Assignment. “Services”: All products and/or services that are provided to Livewords by the Supplier in the context of the Assignment, as well as all other work, of whatever nature, performed by the Supplier for the benefit of Livewords in that context. “Supplier”: A legal entity or natural person to which Livewords extends an Assignment or to which Livewords is considering extending an Assignment. “Assignment”: The contract for professional services, including these General Terms, as recorded in writing between Livewords, as the principal, and Supplier as the contractor. “Party” or “Parties”: Livewords or the Supplier, individually or collectively.
Article 2 – Application
2.1 These General Terms are applicable to all requests, offers, agreements and/or Assignments as well as any additional or subsequent requests, offers and Assignments by Livewords in respect of the provision of Services.
2.2 Livewords hereby expressly rejects the application of any general terms and conditions on the part of the Supplier.
Article 3 – Assignment
3.1 Livewords has no obligation to award an Assignment to the Supplier and accordingly acceptance of these General Terms by the Supplier expressly does not imply any guarantee that Livewords will grant one or more Assignments to the Supplier. Livewords cannot be held liable for failure of one or more Assignments for the Supplier to materialise. 3.2 Parties declare that they expressly do not intend to conclude an employment contract (in the meaning of articles 7:610 – 7:687 of the Dutch Civil Code) and that they exclusively wish to contract with one another on the basis of the Assignment including these General Terms. Parties undertake with respect to one another to perform their respective contractual obligations in a manner that is in accordance with that which is customary in respect of the performance of an Assignment. The Supplier does not stand in any relationship of authority to Livewords (in an employment law sense). 3.3 In respect of the previous paragraph of this article, parties will agree a framework agreement, which has been prepared by Vereniging van Vertaalbureaus in Nederland (VViN) with a view to the Assessment of Employment Relationships (Deregulation) Act (Wet Deregulering Beoordeling Arbeidsrelaties (DBA)) and which has been approved by the Tax and Customs Administration.
Article 4 – Payment terms
4.1 Invoiced interpreting assignments are subject to a payment term of 30 calendar days, from the moment of receipt of the invoice by Livewords.
4.2 Invoiced translation assignments are subject to a payment term of 42 calendar days, from the moment of receipt of the invoice by Livewords.
4.3 The Supplier may submit a written request for a payment term of seven days to Livewords by email to firstname.lastname@example.org. In such event, 3 percent of the invoiced amount will be deducted.
4.4 Only the invoices that satisfy the requirements set out in the “Handleiding Freelance Tolken” or “Handleiding Freelance Vertalers” will be taken into processing.
Article 5 – Cancellation of assignments
5.1 If for whatever reason a consecutive interpreting assignment is cancelled within 24 hours prior to the start of this assignment, the full interpreting time of this Assignment will be paid out. If the Supplier has incurred travel expenses, these will also be reimbursed in full.
5.2 If for whatever reason a simultaneous interpreting assignment is cancelled within 10 business days prior to the start of this Assignment, the full interpreting time of this Assignment will be paid out. If the Supplier has incurred travel and/or accommodation expenses, these will also be reimbursed in full.
5.3 If for whatever reason a simultaneous interpreting Assignment is cancelled within 20 business days prior to the start of this Assignment, 50 percent of the interpreting time of this Assignment will be paid out. If the Supplier has incurred travel and/or accommodation expenses, these will also be reimbursed in full.
5.4 If it concerns an Assignment that is covered by one of the tender contracts, the agreements regarding cancellation in the contract concerned will prevail in respect of any cancellation of the Assignment.
Article 6 – Confidentiality and non-disclosure
6.1 The Supplier warrants that he/she personally, his/her employees and any third parties engaged by him/her (and their employees) will keep all confidential information concerning Livewords, including – but not limited to – the business details of Livewords and/or its undertakings, commercial data traceable to customers and/or business relations of Livewords and/or personal data (identifiable natural persons) of Livewords (or its employees), its customers and/or business relations, hereinafter “Confidential Information”, that the Supplier obtains in the context of the Assignment, with respect to third parties and will not disclose anything about this, except with the prior express written permission of Livewords.
6.2 The obligations on the part of the Supplier mentioned in this article also remain in force after an Assignment has ended.
6.3 If the Supplier fails to comply with his/her confidentiality duty pursuant to this article, Livewords is entitled to an immediately forfeited penalty, without notice of default required, to a fixed amount of € 10,000,- (in words: ten thousand euros) per breach, to be paid by Supplier. Forfeiture of this penalty will not prejudice any other rights of Livewords vis-a-vis the Supplier pursuant to this breach, including the right to recover the full loss sustained by Livewords in consequence.
Article 7 – Intellectual property
7.1 Everything that is supplied to Livewords by the Supplier and by the employees, ancillary persons and/or third parties engaged by him/her in the context of the Assignment, becomes the property of Livewords and/or its clients. The Supplier hereby waives in advance any potential rights of intellectual property to the work supplied by him/her in the context of the Assignment, or the Supplier declares that he/she will at the first and sole request of Livewords grant his/her full cooperation to assigning those rights in the applicable manner to Livewords or a party designated by Livewords. The Supplier also waives his/her rights in the meaning of article 25 of the Dutch Copyright Act (1912).
7.2 The Supplier warrants that no third-party rights oppose the making available of the deliverables performed or supplied as a Service by the Supplier in the context of an Assignment. The Supplier indemnifies Livewords against any claim of a third party based on the allegation that such making available constitutes an infringement of any right of that third party, both in and out of court.
Article 8 – Complaints
The Supplier will carry out the Assignment as a good and knowledgeable contractor. If complaints are reported on the work performed by the Supplier, Livewords will follow the standard Livewords complaints procedure.
Article 9 – Certificate of Good Conduct (VOG)
Unless the Supplier is (demonstrably) registered in the “Register Beëdigde Tolken en Vertalers (Rbtv)”, Supplier must have a Certificate of Good Conduct (Verklaring Omtrent het Gedrag (VOG)) of such recent date as required by Livewords’ clients and make available a renewed copy thereof to Livewords at least every five (5) years.
Article 10 – Antivirus software
10.1 The Supplier must ensure adequate antivirus protection for his/her computer(s). 10.2 If for whatever reason it may become clear that digital files originating from the Supplier are infected by computer viruses, the Supplier is liable for all loss resulting for Livewords, including – but not limited to – the full direct and indirect loss as sustained by Livewords’ clients in consequence of those computer viruses.
Article 11 – Codes of conduct
11.1 The Supplier declares to have read the Livewords code of conduct in advance of the Assignment and to perform the Assignment in accordance with that code. This code of conduct, as may be amended by Livewords from time to time, may be consulted on www.livewords.com/gedragscode-tolken and www.livewords.com/gedragscode-vertalers.
11.2 The Supplier declares to have read the Bureau Wbtv code of conduct in advance of the Assignment and to perform the Assignment in accordance with the Bureau Wbtv code. This code, as may be amended from time to time, is available here.
Article 12 – Relationship clause
12.1 The Supplier is forbidden for a period of twelve (12) months after the (last) moment at which Services were provided by him/her to Livewords, without the prior express and written permission of Livewords, to directly or indirectly enter into agreements with, perform Assignments for, and/or otherwise maintain business contacts with the clients and/or business contacts of Livewords for which the Services were (ultimately) performed and/or which the Supplier has otherwise become cognisant of during the performance of the Assignment(s).
12.2 Clients and/or business contacts in the meaning of paragraph 1 are in any case taken to include natural or legal persons with whom Livewords, during a period of six (6) months prior to the last moment at which Services were supplied by the Supplier to Livewords, demonstrably maintained business contacts, irrespective of whether these contacts led to the Assignment or assignments for Livewords. 12.3 If the Supplier does not comply with his/her obligation pursuant to this article, Livewords has an immediate right, without requiring further notice of default, to a fixed penalty of € 10,000 (in words: ten thousand euros) per breach, to be paid by Supplier. Forfeiture of this penalty will not prejudice any other rights of Livewords vis-a-vis the Supplier pursuant to this breach, including the right to recover the full loss sustained by Livewords in consequence.
Article 13 – Governing law and disputes
13.1 The General Terms are exclusively subject to Dutch law.
13.2 The District Court in Amsterdam has exclusive jurisdiction to hear any dispute between Parties, unless mandatory rules of jurisdiction direct otherwise.