General Commercial Terms and Conditions
(hereinafter also referred to as the "GCTC")
issued pursuant to the provisions of Section 273 (1) of Act No. 513/1991 Coll.
I.
Preliminary Provisions
1. These GCTC shall form an integral part of any contract entered into between the Contractor and the Client.
2. For the purposes of these GCTC, Skřivánek s.r.o., with its registered office in Vyškov, U Jordánka 265/11, Post Code 682 01, Company Identification Number. 60715235, registered in the Commercial Register administered by the Regional Court in Brno, Section C, File No. 15989, shall be hereinafter referred to as the Contractor,and the entity entering into a contract defining the general contractual terms and conditions (such as Contract for Cooperation etc) with the Contractor with regard to translating and interpreting services, and/or the entity ordering translations and/or interpreting by placing an individual order and/or a set of orders (hereinafter also referred to as the Contract) shall be hereinafter referred to as the Client; the Contractor and the Client shall be also hereinafter jointly referred to as the Parties to the Contract.
3. These GCTC determine the terms and conditions under which, by virtue of individual contracts or separate subcontracts entered into in accordance with the contract defining general contractual terms and conditions (such as Contract for Cooperation etc.), the Contractor shall provide the Client with contractual performance (hereinafter referred to as the Service/s) within the scope of its trade license and the objects of its business activities, the subject of which shall be in particular
3.1. provision of translating services and/or
3.2. provision of interpreting services.
4. The Contractor shall provide his services under the terms and conditions defined in these GCTC and the Client shall pay the agreed contractual price for all the services provided; where a service is provided without such price having been agreed, the Client shall pay a standard price.
5. The Contractor shall provide the services through his employees, as well as through contracted external staff.
II.
Written Form of Acts and Delivery of Documents
1. For the purpose of these GCTC, the following, along with any other instruments in a documentary form, shall be regarded as acts conducted in written form (hereinafter also referred to as “documents” and/or “written form” and/or” in writing”),
1.1. facsimiles (hereinafter also referred to as 'faxes')
1.2. electronic mail (hereinafter also referred to as 'e-mail')
1.3. The Contractor's electronic order forms (hereinafter also referred to as 'e-mail'). Should an e-mail be sent from a different address than the address specified in this Contract, the written form shall be deemed to have been maintained if the message contains
1.3.1. an electronic signature executed in accordance with special legal regulations (hereinafter also referred to as the 'signature') and/or
1.3.2. an order number allocated by the Contractor, which shall serve as an agreed password for these purposes. If the e-mail includes an order number, it shall be deemed to have been signed by the relevant Party with the same effect as the signature specified in Article II. 1.3.1. The Party shall be liable for any damage caused to the other Party as a result of misuse of the password.
2. The written document must include all the particulars defined in these GCTC and it must be sent or delivered by the sender to the other party in the form of a
2.1. written document to the postal address stated in the Contract
2.2. fax to the fax number stated in the Contract
2.3. by e-mail to the e-mail address stated in the Contract.
3. Provided the written documents were sent to the correct postal address, fax number, or e-mail address, the day of delivery, or the moment of delivery, shall be regarded as,
3.1. for written documents
3.1.1. as the day a parcel delivered personally or by courier is confirmed by the recipient ,
3.1.2. as the day of receipt indicated in a reliable manner by the recipient on the document for standard parcels delivered by a licensed deliverer,
3.1.3. as the day stated on the receipt for parcels delivered using a licensed deliverer; in the event that the recipient does not accept the parcel from the licensed deliverer, the third day after the parcel is consigned to the licensed deliverer,
3.2. for faxes, the time of an error-free transmission of the fax, as indicated on the confirmation slip printed by the sender's fax machine
3.3. for e-mails, the time of delivery confirmation sent by the receiving device of the e-mail recipient, and in the event of no such confirmation being available and there is no other proof (such as confirmation of breakdown from the administrator of a mail server), the day following the day on which the e-mail is sent, unless the sender receives a message that the e-mail cannot be delivered.
III.
Contracts
1. Any contract entered into between the Contractor and the Client, with the exception specified in these GCTC, shall be concluded upon a Client's order (hereinafter also referred to as 'Order') made in writing and confirmed in writing by the Contractor. It applies to an order, as a draft contract, that any and all information and terms and conditions included therein
1.1. must be in compliance with these GCTC
1.2. form part of the draft contract.
The subject of the contract is referred to as “the order” in these GTC. As of the effective date of contract entered into between the Contractor and the Client, the provisions of these GTC shall become part of each contract and subcontract, regardless of whether the contract expressly makes reference to them.
In addition to standard particulars of an order as a draft contract, the Client shall be obliged to include the following in any such order:
1.3. order specification: whether it concerns translation or interpreting
1.4. source and/or target language
1.5. required deadline, i.e. delivery of the translation or the required time of interpreting
1.6. required method of delivery of the translation or performance of the interpreting
1.7. contact person
1.8. the purpose for which the order will be used. If the purpose is not defined in the order, no future complaints made by the Client in this respect shall be taken into consideration.
1.9. whether the order will be used for publication, and if so, the order must also include an order for special processing of texts intended for publication. In the event that no such purpose is defined in the order and/or no such special processing is ordered, no future complaints made by the Client for reasons related thereto shall be taken into consideration.
1.10. whether the order (in particular a translation) includes any specific terminology or any other specific expressions, abbreviations etc. (hereinafter also referred to as the Terminology ) and if so, the Client shall deliver to the Contractor a list of the terminology used in the respective language and/or provide the Contractor with support materials and/or state a name and contact details for a person authorized to help with any potential inquiries regarding the terminology used; if the Client fails to do so, no future complaints made by the Client with respect to such terminology shall be taken into consideration
2. The time limit within which the Contractor is to respond to an order delivered to the respective office of the Contractor on workdays during standard working hours (hereinafter also referred to as Working Hours) shall be 6 (six) hours from the delivery thereof, unless a longer time limit is specified by the Contractor in the order. For Orders delivered outside working hours, said time limit shall begin at the beginning of the next Working Hours following the delivery of the order. The Contractor's response to the order shall contain:
2.1. either agreement with the proposal, which can also be carried out by sending a Confirmation marked as an order. In this case, the Contract shall take effect in the full wording of the order. In addition to the agreed terms and conditions, the Confirmation sent by the Contractor may also include the wording of any other provision of the Contract and/or of these GCTC, and this shall not be regarded as a new proposal.
2.2. or rejection of the proposal. In such case, the Contract shall not take effect.
2.3. or proposal for modification of any of the terms and conditions defined in the Order. In such case, the Contract shall take effect only after a mutual written agreement is drawn up with regard to all the terms and conditions thereof.
3. Individual contracts entered into between the Contractor and the Client may also take effect as part of an Enquiry using the means of remote voice communication (such as by phone) when
3.1. the Contractor accepts the proposed terms and conditions made in said manner and
3.2. delivers the requested work to the Client upon receipt of background materials necessary for the delivery of the Order and the Client acknowledges and agrees that
3.3. in order to ensure due recording of contracts and their contents, the communication between the Client and the Contractor may be recorded and archived for a period corresponding to the Contractor's justified interests.
3.4. The Contractor may send a confirmation in accordance with Article III.3.1.
4. The Client expressly agrees that all provisions of these GCTC, as amended, in effect as of the effective date of the Contract,
4.1. shall become part of the Contract,
4.2. as well as the Contractor's price lists,
even in the case that the Contract does not expressly refer to the GCTC or the price lists. In the event of any conflict between the provisions of the Contract and any other document stated in this Subsection, the provisions of the Contract shall prevail.
5. The Contract may only be amended in writing; the rules for the creation of the contract shall also apply to any amendments of the Contract, as appropriate.
6. The Contract may be terminated
6.1. in writing by the Contractor in the event that the Contractor encounters irremovable obstacles preventing him from performing the service after the conclusion of the Contract,
6.2. in writing by the Client when the Client withdraws from the Contract in justified cases (i.e. "cancels the Order").
6.2.1. A cancellation fee shall be applicable for translations
6.2.1.1. on which the Contractor has not yet started working equal to 20 % of the price of the Order, but no more than 1,500 CZK
6.2.1.2. on which the Contractor started working equal to 20 % of the price of the Order plus the price of the text translated determined on a pro-rata basis with respect to the price of the whole order, but no more than 100 % of the price of the whole order
6.2.2. for interpreting
6.2.2.1. equal to 50 % of the price of the Order if the interpreting has been cancelled more than 24 hours before the agreed time of commencement of interpreting
6.2.2.2. equal to 100 % of the price of the Order if the interpreting has been cancelled less than 24 hours before the agreed time of commencement of interpreting.
7. The Contracts, generally contracts defining general contractual terms and conditions between the Client and the Contractor (such as Contract for Cooperation etc) for translating and interpreting, may also take effect by virtue of a proposal submitted by the Contractor. The provisions of these GCTC relating to the creation of contracts shall apply thereto as appropriate.
IV.
Performance of Service (Order)
1. The Contractor shall be deemed to have performed a service properly in the case of
1.1. a translation if he delivers the completed translation in accordance with the Contract. A service shall be deemed to have been provided in a timely manner if the translation is delivered no later than 30 minutes after the elapse of the time limit agreed for the provision of the service, unless expressly agreed otherwise in a specific case.
1.2. interpreting if he performs the interpreting in accordance with the Contract.
2. The Client shall accept the service (Order) at the place and/or in the manner specified in the Contract.
3. The Client shall immediately and in writing confirm the acceptance of the service (Order) to the Contractor, and he shall do so in the case of
3.1. translation in the standard manner used for written communication with the Contractor.
3.2. interpreting by confirming a written record of interpreting.
4. If the Client fails to perform his obligation defined in Article IV.3. of these GCTC, and fails to urge the Contractor to perform the service within 24 hours of the elapse of the time limit specified for the provision of the service, the Client shall be deemed to have received the service in proper and timely manner.
5. A service shall not be deemed to have been provided with delay if, in response to the Client's written reminder, the Contractor delivers the order again and proves that the order has already been sent to the Client before.
6. In the event that it is not possible, for serious reasons, to deliver the result of a service consisting in translation in the agreed manner, the Contractor shall be entitled
6.1. either to choose an alternative method of delivery and if reasonable, to inform the Client of this, and in the event of the need for alternative delivery for reasons occurring on the part of the Client, the Contractor shall be entitled to invoice the Client for any incurred losses,
6.2. or to file the order in its office and to inform the Client of this.
7. In the event that the Client fails to accept a properly performed order and/or prevents the delivery thereof, the Contractor shall be entitled to payment of such order upon moment of preparing the order to be received by the Client.
V.
Warranty Period, Complaint Periods and Claims Resulting from Liability for Defects in Services
1. A service is defective if it is not provided in compliance with the Contract.
2. For each service specified in the Contract, the Contractor provides to the Client a warranty period of 21 days from the date of provision of the service.
3. Claims resulting from liability for defects shall expire if they are asserted for reasons excluded by the Contract and/or these GCTC and/or after the expiry of the complaint period.
4. The Client undertakes to submit any complaints relating to the defects of a service in writing without undue delay after discovering the defects. In the complaint, the Client shall specify
4.1. the reason for the complaint
4.2. the time and method of discovering the defect
4.3. description of the defect and the frequency of its occurrence, if applicable
4.4. in the case of complaints regarding interpreting, an unaltered audio record and/or audio/video record, if available.
5. If the Contractor acknowledges the complaint, he shall provide to the Client, according to the Client's choice, either an appropriate discount on the price of the service, exclusive of VAT, reflecting the nature and extent of the defect or, if the complaint is regarding a translation and the Client asks for such a remedy, the Contractor shall supply a corrected translation instead of such discount.
6. The Contractor shall be liable for any losses resulting from a defective service up to the amount of the price of the order, exclusive of VAT.
7. If the Contractor does not acknowledge a complaint that was submitted in a timely manner as justified, all the parties shall
7.1. settle the dispute out of court in the form of an expert opinion provided by an independent arbiter appointed with their agreement from the list of certified translators and interpreters maintained by the relevant court, and the assignment delivered to the independent arbiter shall also include the requirement for determination of the amount of discount on the service, exclusive of VAT, that will be provided in the event that the expert opinion favours the Client
7.2. pay to the arbiter's account, within the period defined by the arbiter, equally half of the requested advance payment, and the party which will not be favoured by the expert opinion shall also reimburse the other party for the amount of money paid to the arbiter as an advance payment, and in the event that the expert opinion favours the Client, the Contractor shall provide the Client with the sum corresponding to the amount of discount determined by the arbiter.
VI.
Price, Invoicing and Due Dates
1. In order to calculate the price of the services and/or to determine the price thereof, the Contractor's price list valid at the time of delivery of the order to the Contractor shall apply, along with all the prices, price terms and conditions and/or methods of determination of the prices specified in the price list.
2. The Contractor shall be entitled to ask for a partial or full payment in advance even if this has not been agreed in the contracts. For this purpose, the Contractor shall be obliged to issue relevant invoices to the Client. Unless expressly agreed otherwise in the Contract, said invoices shall be payable by the due dates indicated on the invoices.
3. If it results from the Contract that the price for the service specified therein is shown as preliminary, for example because the price was determined based only on an estimate of the number of units, the final price shall be calculated with regard to the number of units in the target language and/or the extent of the actual work carried out and the Contractor's costs. The Contractor's price list effective at the time and at the place where the service is provided shall be used to determine the final price. Should the price list not include the relevant price, the final price shall be determined as the standard price paid for such service at the time and at the place of the provision of the service.
4. Unless expressly specified otherwise, all prices, as well as any other amounts, shall be deemed to have been listed exclusive of VAT.
5. The price list of the respective Contractor's office shall become part of the Contract as of the effective date of the price list and all the relevant services agreed in the Contracts entered into as of that date shall be invoiced in accordance with said price list.
6. Individual Orders shall be invoiced as of the date of the actual taxable transaction and performances provided under contracts entered into for a longer period of time shall be invoiced as at the last day of the previous month. All underpayments and overpayments, if any, as well as other claims, shall be accounted for on the invoice relating to the following month.
7. The Contractor shall issue to the Client an invoice containing all the particulars of a tax document (hereinafter also referred to as the Invoice). Individual orders shall be invoiced as of the date of pursuing taxable transaction and performances provided under contracts entered into for a longer period of time shall be invoiced collectively for all services provided in the previous month by the fifteenth day of the following month.
8. The Client shall pay the invoice by the due date which is 14 days from the date of issuance of an invoice, with the exception of invoices for contractual fines. All payments must be duly identified.
9. For the purposes of these GCTC, a payment shall be deemed to have been made upon the respective amount being credited to the Contractor's account.
10. In the event of delay with payment, the Contractor shall be obliged to pay to the Client a contractual fine amounting to 0.1% of the amount due for each day of delay.
11. In the event of a delayed payment, the payment, regardless of the way it is identified by the Client, shall be first set off against the late payment interest and the contractual fine/s and only then against the remaining part of the payment in an order corresponding to the due dates thereof.
12. In the event that the Client is in delay with the payment of the invoice for advance, partial or full payments, or if the Client fails to make said payments or any other payments for a period longer than 30 days from the due date, the Contractor shall be entitled to
12.1. withdraw from the contract. In the case of contracts entered into for a longer period of time, all pending partial contracts entered into as part of a contract for a longer period of time shall terminate as of the date of withdrawal and/or
12.2. terminate the contract by notice and/or
12.3. require the Client to provide a security for its present and future receivables; it shall be up to the Contractor's discretion to decide about the suitability and/or adequacy of such measures, and/or
12.4. suspend provision of his services to the Client until full payment of his receivables, including those resulting from the contracts which have not yet been performed, and such suspension shall be regarded as the Contractor's violation of the Contract. All time limits specified in the contracts which have not been performed yet shall be extended by the period for which the Client is in delay with payment.
13. The Contractor shall be entitled to authorise a third party to recover his claims, and to provide to such third person for said purpose the Client's personal data along with any information relating to the receivables. The Client shall treat the third party as a duly authorised representative of the Contractor.
VII.
Principles of Cooperation
1. The parties shall be obliged to state the Order number in all communication.
2. The Client undertakes to provide the Contractor in a timely manner with all background documents, materials and information necessary for the provision of the service,
2.1. in the case of translations, this shall be done when placing the Order
2.2. in the case of interpreting, this shall be done no later than 3 days prior to the date of the interpreting.
If the Client fails to do so, no future complaints relating to the terminology shall be taken considered.
The source text delivered by the Client to the Contractor must be factually, terminologically and linguistically comprehensible and it must be in a legible and well-arranged form. Should the source text fail to comply with the above conditions, the Contractor shall not guarantee the correctness of the translation and the Contractor shall bear no liability for any direct and/or indirect losses incurred by the Client as a result of incorrect translation of the source text. Furthermore, the Contractor shall be entitled to inform the Client of any such shortcomings of the source text and to request a corrected or legible version, explanation or instructions. Until the Client provides such a new version, explanation or instructions, the Contractor shall be entitled to suspend the provision of its services, and the time limit specified for the provision of the service shall be extended by the time of such a suspension.
3. The Contractor shall be obliged to inform the Client without undue delay after the occurrence of any of the situations specified below that :
3.1. the Contractor has not received
3.1.1. materials for performance of the respective Order and/or
3.1.2. the materials received are incomplete or damaged and/or
3.2. the materials sent do not correspond to the specifications stated in the Order (such as the file size, language, etc.)
3.3. there are circumstances that could endanger the timely delivery of the Order to the Client.
4. The Client shall be obliged to inform the Contractor without undue delay about any and all circumstances that may affect the performance of his contractual obligations including the obligation to pay the agreed price in timely manner, as well as about being in the process of liquidation and/or having been adjudicated bankrupt pursuant to the Insolvency Act
5. Where the subject of a service is interpreting,
5.1. the Client shall not be entitled to require the interpreter to carry out any other activities (such as written translations, taking minutes at a meeting, guiding and organisational services)
5.2. the Client shall
5.2.1. ensure conditions suitable for the respective type of interpreting including the provision of technical equipment, unless the Client has ordered the above from the Contractor
5.2.2. if the Contractor undertook to provide interpreting equipment, to ensure, sufficiently in advance, access for the Contractor to the premises where the interpreting equipment is to be installed
5.2.3. arrange for the interpreter to be transported from an agreed place to the place of performance of the order and back using an appropriate means of transport, having regard to the distance between said places
5.2.4. if the interpreter arranges for his transport on his own, reimburse the interpreter in full for travelling costs and meal expenses in accordance with the applicable legislation
5.2.5. provide and pay for the interpreter’s accommodation in a single room with facilities
5.2.6. ensure that the interpreter has at least a half-an-hour break for food and rest for at least each four and a half hours of interpreting
5.3. a full day of interpreting shall be deemed to be equal to 8 hours of interpreting including breaks
5.4. the Contractor shall be entitled to compensation for time lost by the interpreter in relation to the provision of interpreting services.
VIII.
Special Provisions
1. The Contractor shall not be liable for any consequences related to violation of copyright.
2. The Client guarantees to the Contractor that claims put forward by the authors of the texts submitted to the Contractor for translating or interpreting have been or will be duly settled, and should any claims of third parties be asserted against the Contractor, the Client shall hold the Contractor free and protected from any such claims and provide the Contractor will all the assistance necessary to defend the Contractor's interests.
3. The Client shall not be allowed to contact the translator or interpreter in business matters, in particular with regard to the order the translator or the interpreter is working on, without the Contractor's express and written approval.
4. In the event of a contact between the Client and the translator or the interpreter made with the Contractor's approval, the Client shall not be allowed to discuss any matters concerning business conditions of the order with the translator or the interpreter, and the Client shall inform the Contractor about any new arrangements made with the translator or the interpreter.
5. In the event that the Client violates any of the obligations defined in this Article of the GCTC, the Client shall pay to the Contractor a contractual fine amounting to 100,000 CZK for each individual case of violation of his obligations, even in the case of repeated violations. The contractual fine invoiced by the Contractor to the Client shall be payable within 15 days of the delivery of the invoice, and the fine paid shall not be included in any compensation of incurred losses.
IX.
Confidentiality Obligation
1. The Contractor's obligation defined below in this Article shall be applicable if there is no other special confidentiality agreement entered into between the Contractor and the Client, regardless of the way said agreement is titled.
2. The Contractor shall be obliged to maintain the strictest confidentiality of any and all information concerning
2.1. the Client ,the Contractor receives information about during the performance of his activities for the Client
2.2. the Client's customers and partners the Contractor meets during the performance of his services
2.3. the content of source materials and finished translation and interpreting.
3. The obligation to maintain confidentiality shall not apply to any information which demonstrably has any of the following characteristics:
3.1. it has been publicly known or publicly accessible before it was made available to the Contractor
3.2. the information must be provided to a third party by virtue of an obligation resulting from the applicable legislation and/or the disclosure was ordered by a decision and/or a measure of a public authority the Contractor is obliged to comply with.
X.
Consent to Processing of Personal Data and Consent to Sending Commercial Notices
1. The Contractor collects information on and keeps an updated database of its customers, including the Client. The database contains personal data (including dates of birth and a birth numbers, if allocated) and identification and operational data. The Contractor shall have the right to process said data manually and automatically, itself or through third persons, and use said data in accordance with the applicable legislation for the purposes defined in and/or allowed by the legislation, for the purposes of performance of the Contract, protection of its interests and for other agreed purposes.
2. By submitting an Order and/or by entering into a Contract, the Client expresses his agreement with the processing of his personal data, i.e. agrees that the Contractor, acting as the administrator, as defined in Act No. 101/2002 Coll. on the protection of personal data , will process his personal data acquired in connection with the Contract and the performance thereof, to the extent defined in the Contract and/or in materials relating to the provision of services and/or in materials to be subsequently provided by Client to the Contractor during the performance thereof.
3. Said data shall be used by the Contractor in particular for the agreed purposes, for the purposes of the performance of the Contract and to a reasonable extent for presentation of the Contractor to customers and partners of the Contractor, unless expressly stated otherwise by the Client in a specific case.
4. By submitting an Order and/or by entering into a Contract, the Client expresses his approval with the fact that the Contractor may send the Client commercial announcements with regard to products offered by the Contractor or its subsidiary and partner companies; said products may be offered to the Client, and the Contractor may enquire about the Client's satisfaction with existing products.
5. The Client acknowledges that the consent mentioned above, which is granted for an indefinite period of time, may be withdrawn in writing at any time without stating a reason, provided such withdrawal does not prevent or significantly aggravate the contractual cooperation.
XI.
Termination of Contract
1. A Contract may be terminated by the methods allowed by the applicable legislation and/or by the methods defined in the Contract and/or these GCTC.
2. In the case that the Contract has been entered into for an indefinite period of time, the Contract may be terminated by any of the parties thereto. The notice period shall be 3 months and it shall begin on the first day of the month following the delivery of the notice. Even after the expiry of the notice period, the Contractor shall be obliged to finish all work in progress and the Client shall be obliged to accept and pay for such work in compliance with the Contract or any other specific partial Contract.
XII.
Final Provisions
1. Unless stated otherwise in a Contract or these GCTC, the contractual relations with the Client shall be governed by the relevant provisions of the Civil Code and/or the Commercial Code, depending on whether the Client is a business person or not, and by other applicable legislation and also by the following documents, regardless of whether they are appended to the Contract or not:
1.1. these General Commercial Terms and Conditions
1.2. the Contractor's price lists.
By signing a Contract, the Client confirms that he is aware of the content of the above documents, as well as any other materials referred to in these GCTC.
2. In the event that the price list or the GCTC is amended, the Contractor shall be obliged to notify the Client in an appropriate manner before the new version becomes effective. An appropriate manner shall be deemed to include in particular:
2.1. publication on the Contractor's internet website www.skrivanek.cz
2.2. notification of the publication thereof sent to the Client's e-mail address
2.3. sending the updated version thereof to the Client's e-mail address
2.4. sending the updated version thereof in a documentary form to the Client's postal address. It shall be at the Contractor's discretion to choose the method of notification.
3. Any change in the data stated in the heading of the Contract, such as the postal address, telephone numbers etc., must be notified without undue delay by the party whose data have been changed to the other party.
4. The wording of these GCTC shall be binding on the parties to a contract.
5. These GCTC shall take effect on 9 February 2009.
Ing. Pavel Skrivanek, Authorized Representative
