General Terms and Conditions

Published in accordance with S. 273(1) of Act 513/1991 Sb. (Commercial Code)


Article I

Introductory Provisions

1.1 These General Terms and Conditions form an integral and inseparable part of the contract to procure a translation, interpreting services or other relating language services (hereinafter referred to as the “Contract”) concluded by and between the Client and the Provider, unless expressly stated otherwise in the Contract. These General Terms and Conditions are binding upon both Parties.

1.2 The subject-matter of performance is the rendering of services representing the Provider’s line of business. The Provider is Renata Štaudová, business identification number: 15010694, Dašická 1757, 530 03 Pardubice, Czech Republic (hereinafter also referred to as “Agentura P”). The services referred to above primarily concern translation services, interpreting services and other services relating to language services that are rendered in accordance with the terms and conditions stated in the Contract (hereinafter referred to as “Order”).

1.3 The Contract between the Client and the Provider is created even without a written contract being concluded; it is created on the basis of a written purchase order (hereinafter referred to as “Purchase Order”) that has been confirmed (approved) by both Parties. Such a Purchase Order is binding and these General Terms and Conditions form an integral and inseparable part of the said Purchase Order.

1.4 The Purchase Order must contain all of the essentials stated under Section 1.5 below and it must be delivered either to the Provider’s postal address (refer to Section 1.2 above) or to its e-mail address (info@agentura-p.cz). The Client may also place a Purchase Order by filling in the electronic Purchase Order posted at the Provider’s website. The Provider’s official website is located at www.agentura-p.cz 

1.5 A Purchase Order must contain the following details:

  • Exact mailing address (and invoicing address, if different from the mailing address),  

  • Company and tax identification numbers,  

  • The contact details of the person authorized to act on behalf of the Client,  

  • Translation or interpreting specifications (additional services),  

  • The required or prior agreed term of delivery of the translation or the term of interpreting,  

  • The purpose of the required translation, provided such information is important (especially in what concerns texts for public presentation or publication),  

  • Further requirements for text modifications (proofreading and editing),  

  • Requirements concerning the graphical lay-out of the text,  

  • The contact details of the person that can be consulted in matters concerning technical terminology and abbreviations,  

  • Stamp and signature (where electronically placed Purchase Orders are concerned, the Client’s stamp and signature are not required, but the Provider may at any point in time require the Client to send the Provider the Purchase Order printed out and signed and stamped by the Client).  

1.6 The Provider is obliged to confirm the Purchase Order. A Contract is concluded upon the written confirmation of the Purchase Order. The Provider’s additional request for the Client to send the Provider the printed Purchase Order including the Client’s signature and stamp (refer to Section 1.5 above) has no effect on the validity of the concluded Contract.

1.7 Should the Client so request, the Provider will prepare a non-binding and free-of-charge quotation, including a time schedule, based on the Purchase Order sent in by the Client.

1.8 The Provider is not liable for any consequences connected with the breach of copyright(s) associated with the Provider processing the Client’s Purchase Order.

Article II

Translations

2.1 General Provisions

2.1.1 The Provider undertakes to process the Order subject to the terms and conditions laid down by these General Terms and Conditions, in the extent and in accordance with the terms and conditions agreed in the Contract, within the agreed term, and to deliver the translation to the Client in an agreed manner.

2.1.2 The Client undertakes to make receipt of the translation within the agreed term and to pay the Provider the final price for having processed the Order in accordance with Article V of these General Terms and Conditions.

2.1.3 The Provider charges the Client the basic rate and sets the usual term for processing the Order provided the source text is common, comprehensible and legible and its format is standard and does not require any special graphical lay-out. Where the text and/or its format is more complicated graphic-wise (e.g. PDF), the Provider may require the term for processing the Order to be extended or it may charge an extra fee. If the Provider has the source text at its disposal prior to the start of work, it is obliged to inform the Client of the Order being more complicated and the Parties should agree on the respective terms and conditions (extended term, price for graphical lay-out, etc.). If the Provider does not have the source text at its disposal prior to the start of work and the degree of its being complicated surfaces only during the course of work, the Provider may require the term of its being delivered to the Client to be extended or the Provider may charge the Client an extra fee during the course of work.

2.1.4 Title to the translation passes to the Client upon full payment of the entire price for the completed Order. Title to the translation remains with the Provider until the said price has been paid in full.

2.1.5 Where a translation is a work in the sense of the Copyright Act, that is a work that is the outcome of the creative adaptation of another work, the Parties are also subject to the respective provisions of the Copyright Act (Act 121/2000 Sb.).

2.2 Delivery and Receipt of Translations

2.2.1 The Provider shall confirm receipt of the Client’s inquiry or Purchase Order immediately after having made receipt thereof as soon as possible during its working hours.

2.2.2 The Client shall make receipt of the completed Order within the term and in the manner stated in the Purchase Order or in the written Contract.

2.2.3 The Client shall confirm receipt of the completed Order immediately after having received it.

2.2.4 If the Client fails to confirm receipt of the translation and if he does not press for it in writing within twenty-four hours of the lapse of the agreed upon term of delivery, the Provider will regard the translation to have been duly and properly received by the Client in time.  

2.2.5 If the Provider receives a written reminder from the Client pressing for the completed Order to be promptly sent to the Client, the Provider shall do so immediately after having received the reminder.

2.2.6 If the Client presses for the completed Order to be sent to him and the Provider proves that it had been sent to the Client in the agreed upon manner and within the agreed upon term, such a translation will not be deemed to have been delivered late.

2.2.7 If the Client refuses to make receipt of a duly and properly processed Order without stating a serious reason for such conduct that has been acknowledged by both Parties in writing, such a translation is deemed to have been delivered in time. The Provider is then entitled to issue an invoice which the Client is obliged to pay.

2.3 Rights and Obligations

2.3.1 The Client shall inform the Provider of the purpose for which he intends to use the translation; particularly if the translation will form part of a public presentation or publication (in printed form or on a website) or if it will be used for legal purposes (e.g.: a contract to support a legal act), or for whatever other purpose that requires the final translation to be proofread. The same applies should the translation be used in the sense of the Copyright Act.

2.3.2 If the Provider is not informed of the purpose of the translation as stated above, the Parties agree that the translation serves for a general purpose; not for publishing. Later complaints associated with the aforesaid will not be taken into regard.

2.3.3 Should the Client wish to use the translation for publication or other than general purposes (refer to 2.3.1 above), the Client must order respective proofreading services in the Purchase Order.

2.3.4 If the source text for translation contains technical terms, special terminology, less familiar abbreviations and the like, the Client is obliged to provide the Provider with a list of the respective terms in the target language and/or additional material containing approved terminology (reference texts). The Client will also give the Provider the details of the Client’s contact window for consulting purposes, if applicable. If the Client fails to do so, no later complaints associated with the aforesaid will be taken into regard.

2.3.5 The Client shall inform the Provider whether he requires the translation to be set out in a special graphical lay-out. Should this be the case, the Client must set out his specifications in writing. If the Client fails to do so, no later complaints associated with the aforesaid will be taken into regard.

2.3.6 The Client shall inform the Provider of all circumstances that could negatively affect reimbursement of the price for the translation. The Client is particularly obliged to inform the Provider that the Client has been adjudicated bankrupt or that the Client has entered into liquidation.

2.4 Complaints

2.4.1 A translation is non-conforming if it has not been made in accordance with the Purchase Order (e.g. in terms of extent or required graphical lay-out) or if it lacks the corresponding quality.

2.4.2 Otherwise the translation is deemed to have been made duly and properly.

2.4.3 The Client may place his complaint in person, by fax, e-mail or post using the Provider’s contact details stated under Section 1.2 or Section 1.4 of these General Terms and Conditions. The complaint must specify its reason, describe the non-conformities of the translation and their extent and, if applicable, also suggest a method of complaint processing.

2.4.4 If the Provider accepts the complaint as being justified, it will promptly arrange for the translation to be corrected or proofread, as applicable, at its own costs. Should this be the case, the Client is entitled to a 10% discount on the price for the translation.

2.4.5 If the Provider accepts the complaint as being justified and the Client does not wish the translation to be corrected or proofread, the Client is then entitled to a discount on the price for the translation in the extent of its non-conformities.

2.4.6 If a dispute arises between the Provider and the Client concerning the legitimacy of the Client’s complaint or a discount, both Parties agree to resolve their dispute out of court on the basis of an expert opinion drawn up by an independent translator selected by both Parties and who is a certified translator appointed by the respective Regional Court. The Parties may also turn to a native speaker on whose choice the Parties must agree. Both Parties must be informed about the estimated price of the expert opinion before it is drawn up.

2.4.7 The Client and the Provider shall pay an advance for the expert opinion referred to under 2.4.6 above in the same amount; i.e. each in the amount of 50% of the costs for the expert opinion. The final accounting of these costs will be performed according to the results of the complaint legitimacy report drawn up under complaint proceedings. If the expert opinion states that the complaint was unjustified, the Client will pay the costs associated with the expert opinion.

2.4.8 The independent translator reviews the quality of the translation compared to the source text, i.e. the independent translator does not review the target text alone. The discount will be set in view of the expert opinion.

2.4.9 The Provider is liable for damage caused in consequence of the non-conformities of the translation. The Provider’s liability is limited to a maximum of the price for the translation.

2.4.10 The Client is obliged to assert any claims for non-conformities of the translation with the Provider without any unnecessary delay as soon as he discovers such non-conformities, however, no later than within five calendar weeks of having made receipt of the translation.

2.4.11 Claims arising from liability for damage terminate if the complaint is asserted late.

2.4.12 A complaint does not have a suspensory effect on the maturity of an issued invoice that charges the claimed service nor does it have a suspensory effect on any other payment for the service rendered.

Article III

Interpreting Services

3.1 General Provisions

3.1.1 The Provider undertakes to arrange interpreting in the extent and in accordance with the terms and conditions agreed in the Contract (confirmed Purchase Order), in the specified languages, at the agreed time and at the agreed venue.

3.1.2 The Client undertakes to pay the Provider the final price for interpreting according to Article V of these General Terms and Conditions.

3.1.3 The Provider will arrange interpreting services through an interpreter.

3.1.4 The Client, or a person authorized by the Client, shall inform the Provider in writing immediately after the interpreting service has been rendered that the service has been rendered and that it was rendered duly and properly. Should the Client fail to do so, the Provider deems the interpreting service to have been rendered properly and in time.

3.1.5 If the Client cancels a properly ordered interpreting service without a serious reason acknowledged in writing by both the Client and the Provider, the Client shall reimburse cancellation fees in accordance with Section 6.4 of these General Terms and Conditions.

3.2 Rights and Obligations

3.2.1 The Client shall inform the Provider of the purpose of the interpreting service(s). Should interpreting be recorded, the Client shall inform the Provider how it will be recorded and for what purpose.

3.2.2 If the Provider is not informed of the purpose of interpreting, it will not accept any later complaints associated with the aforesaid.

3.2.3 The Client shall provide the Provider with the agenda and the texts connected with the event for the interpreter to prepare at least five calendar days before the event. Should the Client fail to do so, the Provider will not accept any complaints concerning the terminology used by the interpreter.

3.2.4 The Client shall inform the Provider of all circumstances that could negatively affect reimbursement of the price for interpreting. The Client is particularly obliged to inform the Provider that the Client has been adjudicated bankrupt or that the Client has entered into liquidation.

3.2.5 The Provider is not liable for any consequences connected with breach of copyright caused by the Client.

3.2.6 The Provider and the interpreter regard all information and material connected with interpreting as being strictly confidential.

3.2.7 The Client may not require the interpreter to do work other than that stated in the Purchase Order, such as taking minutes of the meeting, producing a written translation, acting as a guide or organizing matters.

3.2.8 The interpreter must respect the dress code required by the type of event. The interpreter proceeds in accordance with standard practice and he performs his work to the best of his knowledge and faith.

3.2.9 The Client shall arrange corresponding interpreting conditions. The interpreter may refuse to work in an unacceptable environment given physical, psychological or ethical reasons and under conditions that are undignified for the performance of his profession.

3.3 Transport, accommodation and catering

3.3.1 The interpreter’s working day is an 8-hour working day, including all event interruptions and breaks.

3.3.2 The Provider may also charge the interpreting rate for the time the interpreter spends travelling or otherwise loses in connection with interpreting.

3.3.3 Should the Client not arrange transport for the interpreter from the agreed place to the place of interpreting, the Client shall inform the Provider of this fact in writing sufficiently ahead of time. The Client shall reimburse the Provider for the interpreter’s travelling costs, including pocket-money, in full extent in accordance with valid regulations on travelling expenses.

3.3.4 The Client shall arrange accommodation for the interpreter should the interpreter spend one or more nights away from his permanent place of abode as part of the Order, including transport to and from the place of interpreting. The Client must arrange for the interpreter to be accommodated in a single-room equipped with a toilet and a bathroom. Should such accommodation not be possible, the Client shall inform the Provider of this in time and in writing and he shall request the interpreter’s written approval of other accommodation.

3.3.5 The Client is obliged to let the interpreter take a break to eat and rest during the event in the extent of at least half an hour and that always no later than after a maximum of four hours of interpreting. The Client shall arrange catering for the interpreter in accordance with standard practise and valid regulations on subsistence money.

3.4 Complaints

3.4.1 Interpreting is non-conforming if it has not been rendered in accordance with the Purchase Order or if it lacks corresponding quality.

3.4.2 The Client may place his complaint in person, by fax, e-mail or post using the Provider’s contact details stated under Section 1.2 or Section 1.4 of these General Terms and Conditions. The complaint must state a specific reason, describe the nature and the extent of the non-conformities and it may also contain a video or audio recording.

3.4.3 Provided the Provider accepts the complaint as being justified, the Client will be given a discount corresponding to the extent of the non-conformities.

3.4.4 Should a dispute arise between the Provider and the Client concerning the legitimacy of the Client’s complaint or a discount, both Parties agree to resolve their dispute out of court on the basis of an expert opinion drawn up by an independent interpreter selected by both Parties. The Client’s discount will be set based on the said expert opinion.

3.4.5 The Client and the Provider shall pay the independent interpreter an advance for his expert opinion in the same amount; i.e. each in the amount of 50% of the costs for the expert opinion. The final accounting of these costs will be performed according to the results of the complaint legitimacy report drawn up under complaint proceedings. If the expert opinion states that the complaint was unjustified, the Client will pay the costs associated with the expert opinion.

3.4.6 The Provider is liable for damage caused in consequence of any non-conformities of interpreting. The Provider’s liability is limited to a maximum of the price for the interpreting services.

3.4.7 The Client is obliged to assert any claims for non-conformities of interpreting with the Provider without any unnecessary delay immediately after the event, however, no later than within five calendar days after the event.

3.4.8 Claims arising from liability for damage terminate if the complaint is asserted late.  

3.4.9 A complaint does not have a suspensory effect on the maturity of an issued invoice that invoices the claimed service nor does it have a suspensory effect on any other payment for the service rendered.

Article IV

Price

4.1 The prices for all of the services rendered by the Provider are contractual and are agreed by the Client and the Provider in writing. Prices are either set out in the Contract or in the quotation that the Client confirms in the written Purchase Order.

4.2 Prices exclude VAT.

4.3 The price for translations is determined taking the following into account:

  • Type of translation (ordinary / certified), 

  • Language combination, 

  • Level of difficulty (of the source text), 

  • Quality of the source text, 

  • Term of delivery. 

4.4 The price for interpreting depends primarily on the type of interpreting and the language combination(s).

4.5 Translations and proofreading are charged per standard page of the target text. The same applies to certified translations (refer to 4.8. below). One standard page is 1800 typed characters, spaces included, in the target language.

4.6 If the source text is provided in a format that does not allow for the number of standard pages to be determined electronically, or if it is printed only, the price for the translation is calculated according to the number of standard pages of the translated text. Should this be the case, the number of standard pages is estimated manually for the purposes of the price offer and the actual number of standard pages is then determined on the basis of the translated text (target language).

4.7 Save where stated otherwise in the Contract or Purchase Order, the minimal extent invoiced is always one standard page of the translated text (target language).

4.8 Where certified translations are concerned, the price is calculated according to the number of standard pages of the completed Order. The number of standard pages of the translated text is rounded off upwards to a whole standard page.

4.9 The Provider may charge the Client an extra fee where work is performed over the weekend and on bank holidays, for translations or transcriptions of audio or video recordings, for translations of almost illegible copies or in the case of express translations (translation of more than six standard pages per working day).

4.10 The Client may request a discount should he place an extensive Purchase Order with the Provider. Discounts, if applicable, must be agreed in writing beforehand.

Article V

Payment Terms and Conditions

5.1 Completed Orders are invoiced on the basis of a tax document (invoice) issued by the Provider and they are payable as at the date stated on the invoice. Unless stated otherwise in the Contract, the normal maturity period is fourteen days.

5.2 The Provider may issue a tax document upon delivery of a translation to the Client or immediately after interpreting.

5.3 Where more extensive Orders are concerned, or where other important reasons apply, the Provider may issue the Client an advance invoice prior to start of work or during work. Advance invoices are payable within the term of maturity stated on the invoice.

5.4 Should the Client delay payment of an invoice, he shall pay the Provider a contractual fine in the amount of 0.1 % of the amount due for each and every even commenced calendar day of delay.

Article VI

Withdrawal from the Contract and Damages

6.1 Either Party may withdraw from the Contract if it becomes subject to unavoidable impediments that prevent it from performing its obligation after having concluded the Contract.

6.2 The withdrawing Party shall inform the other Party of its withdrawal from the Contract in writing as soon as it learns of impediments preventing it from performing its obligation.

6.3 If the Client withdraws from a Contract (Purchase Order) for a translation or proofreading, as the case may be, the Client shall reimburse the Provider provably arisen costs in the amount corresponding to the price of the already completed part of the translation, or the entire price for the translation, provided the translation has already been completed.

6.4 If the Client withdraws from a Contract (Purchase Order) for interpreting, the Client shall reimburse the Provider a cancellation fee as set forth below:

 

Interpreting by the hour and one day events

Multiple day interpreting

Withdrawal from the Contract on the day of the event or one day before the event

100%

1st day: 100%

Every following day: 50%

Withdrawal from the Contract two – seven days before the event

50%

50%

Withdrawal from the Contract more than seven days before the event

0%

0%

6.5 The Provider is not liable to the Client for damage caused in connection with the Provider not performing a concluded Contract if such conduct is the result of unforeseeable and unavoidable events that the Provider, even having exerted due care, could not prevent.

6.6 The Client shall inform the Provider should the translation be later published or in any other way made public. Should the Client fail to do so, it cannot claim damages on the grounds of the translation including mistakes.

Article VII

Non-Disclosure of Contract

7.1 The Parties regard all of the other Party’s data that ensue from the Contract concluded or which are made known in connection with the said Contract to be trade secrets (According to 513/1991 Sb., Section 17 et seq., as amended.). The Parties will not disclose such information to any third person without the written approval of the other Party. The Parties shall effectively protect such information against abuse. The Parties’ non-disclosure duty survives a further five years after the termination of the Contract.

7.2 Third parties are not deemed the Provider’s employees, translators and interpreters who have concluded a contract with the Provider. The Provider shall bind these persons to respect the Provider’s non-disclosure duty and duty to protect data as stated in the previous section.

7.2 Data that provably manifest at least one of the following features are not trade secrets as referred to above:

a) Data are already known or publicly available before disclosure to the other Party;

b) Data must be disclosed to a third party on the basis of a valid legal regulation and/or judgment of the respective judicial or otherwise competent state authority.

Article VIII

Final Provisions

8.1 The Client undertakes not to contact the translator or interpreter directly without the Provider’s consent.

8.2 If the Provider approves and the Client contacts the translator or the interpreter, the Client undertakes not to discuss matters concerning the business side of the Order with the translator or interpreter, as the case may be.

8.3 The Client shall inform the Provider of any new arrangements made with the translator or interpreter.

8.4 Should the Client breach Sections 8.1 through to 8.3 above, the Client shall pay the Provider a contractual fine in the amount of CZK 50,000 for each and every breach even if the Order was not entirely completed, whereby this does not prejudice the Provider’s right to compensation for damage, if any, sustained by the Provider in consequence of such breach.

8.5 These General Terms and Conditions become valid on 01 October 2010.

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