Terms and Conditions

 

Contents

 1. Definitions
 2. General Provisions
 3. Conclusion of the Agreement with RIGS
 4. Contractual arrangements between Client and Contractor
 5. General obligations of Users
 6. Rights and obligations of RIGS
 7. Intellectual property
 8. Costs and payment
 9. Liability
10. No agency
11. Personal data & privacy
12. Confidentiality
13. Duration and termination of agreement
14. Disputes and applicable law

Article 1 - Definitions

1.1 RIGS: RIGS B.V., a limited liability company incorporated under the laws of the Netherlands, with its registered office at Keizersgracht 182-2, 1016 DW Amsterdam, the Netherlands, and/or its Affiliate(s);
1.2 Affiliate: the natural person or legal entity with an inside business connection to RIGS, who/which holds part of the shares of RIGS or exercises joint control over RIGS;
1.3 Agreement: the agreement between RIGS and the User on the basis of which RIGS provides Services to the User and of which Agreement these Standard Terms and Conditions, any applicable Special Conditions and the Registration form constitute an element;
1.4 Standard Terms and Conditions: these Standard Terms and Conditions which constitute an element of the Agreement;
1.5 Special conditions: conditions that contain the specific provisions for specified Services and which constitute an element of the Agreement;
1.6 Registration form: the registration form which the Prospective-User must complete in order to conclude the Agreement and which constitutes an element of the Agreement;
1.7 Prospective-User: a natural person or legal entity who/which wants to register at RIGS websites and conclude an Agreement;
1.8 User: the natural person or legal entity who/which is registered at and has concluded an Agreement with RIGS;
1.9 Client: the User who wishes to place an Order;
1.10 Contractor: the User who wishes to make a Bid for an Order;
1.11 Auction: the online auction which takes place at the Website on which the Client places an Order and the Contractor makes a Bid for such Order;
1.12 Bid: the bid made by a Contractor for an Order;
1.13 Order: the order for a Project and other services;
1.14 Project: A project, including but not limited to a Translation project, offered by Clients through the RIGS facilities;
1.15 Translation project: a project that relates to a predefined number of words to be translated into (a) specific language(s) within a specified time-frame;
1.16 Website: the websites owned by RIGS (including www.aquarius.net) including the systems and Services offered through or on these websites.
1.17 Services: services provided by RIGS to the Client and the Contractor including, but not limited to User Services, Messaging Services, Wireless Services, Web Services, and other services specified by RIGS;
1.18 Software: the application software used by RIGS to provide Services;
1.19 Login: a user name and password, by means of which the User obtains access to the Website and the relevant Services;
1.20 Fee: any fees as indicated on the Website and/or in the Agreement in consideration of the use of the Website and the relevant Services, to be paid by the User, the Client and/or the Contractor;
1.21 Spam(ming)/harassment: (an inappropriate attempt) to use and/or overload an account or mailing list, or Usenet or other networked communications facility as if it was a broadcast medium (which it is not) by sending (the same) unnecessary and/or unsolicited messages to (a large number of) people.

Article 2 - General Provisions

2.1 These Standard Terms and Conditions shall apply to all (legal) relations between RIGS and the Client and between RIGS and the Contractor.
2.2 The applicability of standard or specific terms and conditions of the User is expressly rejected. Stipulations which differ from these Standard Terms and Conditions shall apply only to the extent RIGS has agreed to them in writing.
2.3 In the event of a conflict between provisions of these Standard Terms and Conditions and the Special conditions and Registration form, the provisions of the Special conditions and Registration form shall prevail, unless otherwise stipulated by RIGS in writing.
2.4 RIGS is entitled to unilaterally modify the provisions of the Agreement, including these Standard Terms and Conditions or provisions made pursuant to them. Notice of such modifications shall be given in writing and/or by e-mail or on the Website and shall take effect within 30 days of the notice or on such other date as is specified in the notice.
2.5 If the User does not wish to accept the modifications to the Agreement, the User is entitled to terminate the Agreement by sending a written notice to RIGS, which termination will have effect as from the date on which the modified terms and conditions take effect.
2.6 Unless expressly indicated otherwise in these Standard Terms and Conditions, communications from the User to RIGS may be sent only in writing by ordinary, registered post or facsimile.
2.7 Rights and obligations of the Contractor and/or the Client under the Agreement are personal and may not be assigned without prior permission of RIGS.
2.8 RIGS is entitled to assign its rights and obligations under the Agreement to its Affiliates, subsidiaries and/or to (other) third parties.
2.9 To register for the Services, the Prospective-User must be legally competent to enter into an Agreement. In the event that the Prospective-User is underage or otherwise legally incompetent, the Prospective-User shall submit a written consent of his/her parents, guardians or other legal representative to RIGS.

Article 3 - Conclusion of the Agreement with RIGS

3.1 An Agreement shall be concluded through electronic acknowledgement by RIGS of the receipt of the Registration form which has been sent to RIGS in electronic form by the Prospective-User.
3.2 The electronic acknowledgement by RIGS of the receipt of the Registration form is deemed to be received when the Prospective-User is able to access the acknowledgement.
3.3 RIGS has the right to refuse to enter into an Agreement with a Prospective-User without giving reasons.

Article 4 - Contractual arrangements between Client and Contractor

4.1 The Client and the Contractor are solely responsible for concluding contracts with regard to Projects, including arrangements on pricing, payment conditions, intellectual property, confidentiality, privacy and security. RIGS merely operates a marketplace and shall, therefore, have no involvement whatsoever with, or any responsibility for, the contractual arrangements between the Client and the Contractor, nor in the execution of these contractual arrangements and the enforcement of payments, unless otherwise stipulated by RIGS in writing.
4.2 RIGS is a passive conduit and not a party, nor is it otherwise involved in the Project or any agreement between Client and Contractor. As a result, RIGS has no control over or responsibility for the quality of the Project, the truth or accuracy of the Bid, the Order and/or information concerning the Project and/or the identity, trustworthiness or creditworthiness of the Client and/or the Contractor, nor has RIGS any control over or responsibility for, nor can it be held liable for, any act or omission of those parties towards the other party.

Article 5 - General Obligations of User

5.1 The User shall comply with all applicable laws, statutes and regulations regarding the use of the Website and/or the Services.
5.2 The User shall be liable for all losses or damages which RIGS suffers as a result of the use made of the Website and/or the Services.
5.3 The User shall refrain from making unauthorised use of the Website and/or the Services and shall act and behave in a manner which RIGS is reasonably entitled to expect from a careful User. In particular, the User shall:
(a) refrain from disseminating and/or posting information on the Website which is contrary to the law, public policy or morality;
(b) refrain from posting any data on the Website which infringes intellectual property rights of third parties;
(c) refrain from disseminating and/or placing viruses on the Website or causing them to be disseminated;
(d) not use the Website and/or the Services in a way that prevents their proper operation or may cause damages or nuisance to other Clients or Contractors;
(e) refrain from hacking and/or any other form of illegal access to or use of other computers and/or networks connected to the Internet;
(f) not use any device, software or routine to interfere or attempt to interfere with the proper operation of the Website and/or the Services;
(g) not take any action which imposes an unreasonable or disproportionately large load on the infrastructure of RIGS;
(h) keep the Login strictly personal and secret; the User is not permitted to allow third parties to use the Login;
(i) obey all instructions given by RIGS regarding the use of the Website and/or the Services.
5.4 To place an Order or to make a Bid, the User shall, via the Website, provide RIGS with the correct details concerning itself, the Bid or Order and the Project.
5.5 Without prejudice to the provisions of article 5, paragraph 2, the User shall be liable for all losses and damages and/or all costs, including but not limited to those resulting from RIGS blocking the User's access to the Website and/or the Services.
5.6 The Clients and/or the Contractors shall not, either directly or indirectly, manipulate the price of a Project or interfere with other Clients' and/or Contractors' Bids, Orders or Auctions, nor shall they do so through any third party.

Article 6 - Rights and obligations of RIGS

6.1 RIGS shall use its best efforts to make the Website and the Services available in order to give the User the opportunity to access and to use the Services, but RIGS cannot exclude the possibility that access (by means of data communication) to the Website and/or the Services will be unavailable.
6.2 RIGS may refuse or limit the access of User to the Website and the Services without giving prior notice and without giving reasons.
6.3 If RIGS discovers or has reasonable grounds for suspecting that unauthorised third parties are using or can use the Services or if the User report(s) such use to RIGS, RIGS shall be allowed to take action as quickly as possible to block access to the Services. After blocking access, RIGS may provide the User with replacement Logins, provided that the unauthorised use by third parties was not due to any act or omission of the User.
6.4 Without prejudice to the other rights to which it is entitled, RIGS reserves the right to block access to the Website and/or Services, to suspend its obligations to the User or to cancel the Agreement if the User acts in contravention of article 5, paragraph 3.
6.5 RIGS shall use its best efforts to ensure suitable security of the data relating to the User, which information is stored on the Website.
6.6 Without prejudice to its other rights, RIGS is entitled to remove information of the User, the Project and/or messages published on the Website and/or Services from the Website and/or the Services if they (potentially) breach the Agreement.
6.7 RIGS may, in its sole discretion, add, delete or change some of its Website, Services and/or the Login of the User, without prior notice to the User.
6.8 RIGS shall not be bound contractually (or otherwise) or required to offer any of the Auctions to all or any Clients and/or Contractors.

Article 7 - Intellectual property

7.1 All copyrights, trade mark rights, patent rights, database rights and other intellectual property rights that exist in, relate to or arise from the Software, the Website and/or the Services are solely owned by RIGS or its licensors.

Article 8 - Costs and payment

8.1 Unless otherwise stipulated by RIGS, all Fees are quoted in Euros.
8.2 All Fees and charges are exclusive of VAT and bank charges.
8.3 RIGS is entitled to unilaterally modify the amounts and percentages to be paid to RIGS. Notice of such modifications shall be given in writing and/or by e-mail or on the Website and shall take effect within 30 days of the notice or on such other date as is specified in the notice.
8.4 If the User does not wish to accept the modifications mentioned in article 8, paragraph 4, the User is entitled to terminate the Agreement by sending a written notice to RIGS, which termination shall have effect as from the date on which the modified conditions take effect.
8.5 The costs incurred by the User for the data communications necessary for using the Website and/or the Services shall be borne by the User and shall be charged directly to the User by the telecommunications provider.

Article 9 - Liability

9.1 RIGS does not warrant the proper operation of the Website and/or the Services.
9.2 RIGS shall not be liable for losses or damages, whether direct or indirect, which the User suffers as a result of a breach of the Agreement, nor for non-contractual losses or damages, whether direct or indirect, except as stated otherwise in writing by RIGS.
9.3 RIGS shall not be liable for any loss or damage resulting from actions of RIGS following the breach of an agreement as provided for in (article 6 of) these Standard Terms and Conditions.
9.4 RIGS shall not be liable for losses or damages which the User suffers as a result of the (non) use of the Website and/or the Services.
9.5 The User shall indemnify RIGS against all claims by other Users and/or (other) third parties, in respect of liability, losses, damages and costs resulting from any breach of the Agreement by the User, or resulting from access to or (non) use of the Website or content put on the Website and/or use of the Services.
9.6 RIGS shall be indemnified by the Client and the Contractor, against all claims arising out of or in any way connected with disputes between the Client and the Contractor regarding their arrangements and Projects.
9.7 In the event that RIGS is held liable by a User, regardless of the exclusions of liability as stated in the Agreement, its liability shall not exceed, per event, twice the relevant fee invoiced or that may properly be invoiced by RIGS relating to the event pertaining to the relevant User, with a maximum of two events per year per User.
9.8 RIGS shall be held liable, and therefore the exclusion of liability included in the Agreement shall not apply, if losses or damages are caused by intent or gross negligence on the part of RIGS itself or its top management.

Article 10 - No agency

The Client, the Contractor and RIGS are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Agreement between the Client or the Contractor and RIGS.

Article 11 - Personal data and privacy

11.1 The User is obliged to provide the correct, up-to-date and complete data requested on the Registration form on the Website before entering into the Agreement.
11.2 Providing incorrect, outdated or incomplete data when entering into the Agreement shall entitle RIGS to terminate the Agreement. The User shall be obliged to communicate alterations to the personal data in writing to RIGS or through the Users Service page on the Website.
11.3 By concluding the Agreement the User gives his/their explicit consent for the use of his/their personal data provided to and collected by RIGS for the purposes of executing the Agreement.
11.4 RIGS shall not supply to third parties any personal or other data which can be traced back to the User, for example individual data concerning the name, address, e-mail address and place of residence of the User, for purposes other than stated in the Agreement or in sub 11.7 and 11.9.
11.5 RIGS may disclose data relating to the User if RIGS is compelled to do so by law or in response to a valid, legally compliant request by law enforcement or governmental authorities.
11.6 RIGS may use cookies to personalise the Users' experience of the Website and/or the Services.
11.7 Users contact information will be published on this site as a part of Aquarius directory of translators and localization experts. User contact information will be disclosed to other registered and authorised users as a part of directory services.
11.8 Users can delete or hide their records themselves at any time or request assistance in such deletion from the Aquarius directory.
11.9 User Aquarius directory pages are a part of public Internet and can be crawled and indexed by Google, MSN, Yahoo or any other search index. Neither Aquarius nor RIGS will mediate in privacy disputes with such search engines and sites.

Article 12 - Confidentiality

12.1 Unless otherwise agreed upon by RIGS, the User agrees not to use any information regarding other Users (including, without limitation, using Users' e-mail addresses for the purposes of Spamming/harassment or other purposes) for purposes other than the proper and lawful use of the Website and the Services.

Article 13 - Duration and termination of the Agreement

13.1 Unless otherwise stipulated by RIGS, the Agreement is entered into for an indefinite period of time.
13.2 Both the User and RIGS are entitled to terminate the Agreement in writing by giving fourteen (14) days' notice, without being obliged to pay costs or damages. However, any Fees invoiced shall remain due from the User, and Fees paid shall not be refunded by RIGS.
13.3 Either party may cancel the Agreement with immediate effect, without notice of default or recourse to the courts and without being obliged to pay any costs or damages, if the other party files for bankruptcy or is declared bankrupt or if the User requests a suspension or provisional suspension of payments or is granted a suspension or provisional suspension of payments, or the User is made the subject of a guardianship or administration order, or RIGS terminates or liquidates its business.

Article 14 - Disputes and applicable law

14.1 The Agreement, including these Standard Terms and Conditions and any disputes arising out of same, shall be governed by the law of the Netherlands.
14.2 The relevant court in Amsterdam, the Netherlands, shall have exclusive jurisdiction to take cognisance of disputes between RIGS and the Client or the Contractor resulting from or connected with these Standard Terms and Conditions and the Agreement.
14.3 If one or more provisions of these Standard Terms and Conditions is/are void or voidable, this shall not affect the validity of the other provisions.
14.4 The applicability of the 1980 CISG Vienna Treaty is excluded.