Article I
Initial Provisions
1. General Commercial Terms and Conditions represent an integral part of Contract between Client and Contractor.
2. The Contract between the Client and Contractor arises based on a written order, also by electronic mail and in electronic order forms /hereinafter called “Order”/.
3. If the Contractor does not inform within six (6) working hours after the Order receipt that it does not accept any of the Order conditions, the conditions stated in the Order are supposed to apply between the contractual Parties.
4. If the Contractor communicates within the term stated in section 3 of this Article that it does not accept any of the conditions, the contractual relationship shall not arise till the time an agreement even on the unaccepted conditions is made.
5. The Contract between the Client and Contractor arises even when the Client accepts the Contractor´ s proposal of a change to the Order conditions. Then the conditions as last stated are applicable for the contractual conditions.
6. The agreed conditions of the contractual relationship can be changed or cancelled by an express agreement of both contractual Parties.
Article II
Subject of Performance
Subject of Performance is rendering services related to the Contractor´ s subject of business, especially translations, and providing interpreter´ s services /hereinafter called “Order”/ according to the requirements stated in the Order.
Article III
Translations
1. General Provisions
1.1. The Contractor undertakes, after having complied with the conditions stated in Article I, to execute the agreed Order in accordance with the agreement in an indicated language, in an arranged term, and to hand it over in an agreed way.
1.2. The Client undertakes by the Order to take over the executed Order and to pay to the Contractor a final price of the Order pursuant to provisions of Article V.
2. Term of Order Handover
2.1. The Client is obliged to take over the executed Order in the term and in the way stated in the Order.
2.2. The Client or the Client´ s authorized employee is obliged to acknowledge the Order receipt immediately to inform that the latter was received properly and in time.
2.3. If the Client does not fulfill its obligation stated in section 2.2. of this Article and does not urge the Order delivery in writing even within 24 hours after the term of the Order handover term has elapsed, the Contractor supposes the Client to have received the Order properly and in time.
2.4. The Order is not delivered with delay if the Contractor delivers the Order to the Client once again based on an urgent request and if it proves that it has already sent the Order off to the Client earlier.
2.5. In the event that the Order could not be delivered in the required way due to serious reasons, the Contractor has the right to choose a substitute method of delivery of the executed Order at the Client´ s costs. The Client shall be made aware of this possibility in advance.
2.6. If the Client refuses, without a serious reason recognized by both parties, to take over the duly agreed and executed Order, this Order is considered to be fulfilled, and the right to issue an invoice arises for the Contractor, and an obligation to settle the invoice arises for the Client.
3. Rights and Obligations
3.1. The Client is obliged to inform the Contractor about the purpose for which the Order will be used.
3.2. If the Contractor is not informed about the purpose, no later complaints shall be taken into consideration due to any related reasons. If the Order is used for print, the Order must also include the order of the text translations, which are designated for print.
3.3. If the text, which is a subject of the Order, contains technical of otherwise special expressions, abbreviations, etc., the Client is obliged to hand over to the Contractor a list of the used relevant terminology in the respective language, or to provide the Contractor with other auxiliary materials, or to state in the order a responsible person who will be authorized to consult the technical terminology. If the former fails to do so, later complaints concerning the terminology shall not be taken into consideration.
3.4. If the Contractor receives an urgent request for the Order pursuant to item 2, section 2.3., it is obliged to send the Order off immediately after the urgent request.
3.5. The Client is obliged to inform the Contractor about all circumstances decisively affecting the fulfillment of its obligation to pay for the Order. The Client is obliged to inform whether a decision has been made on filing a petition in bankruptcy on its property, or whether it has entered a liquidation proceeding.
3.6. The Contractor does not bear responsibility for potential consequences related to a breach of copyright.
3.7. The Contractor undertakes to keep secrecy about all negotiations related to the subject of performance, and further it undertakes to consider all materials, which will be submitted by the Client, to be highly confidential.
4. Complaint
4.1. The executed Order has faults in cases when it has not been executed in accordance with the Order.
4.2. The executed Order has faults in further cases when it has not been executed in an adequate quality.
4.3. In other cases, the Order is supposed to have been properly executed.
4.4. The complaint shall be made in writing. In the written complaint it is necessary to state the ground and to describe the character of the faults and, if possible, also their number.
4.5. If the Contractor recognizes the complaint as substantiated, it shall arrange for a correction at its own costs.
4.6. If the Contractor recognizes the complaint as substantiated, and there are not faults stated in cl. 4.2.of this section, or the Client does not accept the offered correction, an adequate discount of the Order price shall be provided.
4.7. The amount of the discount depends on a professional assessment.
4.8. In case that a dispute arises between the contractual Parties concerning the rightfulness of the Client ´ s timely raised liability claims stated in cl. 4.2 of this section, the contractual Parties undertake to solve this dispute in an extrajudicial way, by an expert opinion of an independent arbitrator chosen by an agreement of the contractual Parties from the list of official translators and interpreters administered by the competent court.
4.9. The amount of the discount according to the provision of cl. 4.8 of this section depends on the result of the expert opinion.
4.10. Both the Contractor and the Client are obliged to settle the advance payment in connection with the expert opinion issuance by the independent arbitrator pursuant to the provision of cl. 4.8 of this section, whilst the final accounting shall be made according to the success rate in the complaint procedure.
4.11. The Contractor is liable for potential damages caused by faults of the executed Order up to the amount of the Order price.
5. Deadline for Complaints
5.1. The claims resulting from liability for faults expire if they are presented with a delay.
5.2. The Client is obliged to submit the complaint of the Order faults to the Contractor immediately after they were found out without any unnecessary delay.
Article IV
Interpreting
1. General Provisions
1.1. The Contractor undertakes, after having complied with the conditions stated in Article I, to execute the agreed Order /interpreting/ in accordance with the agreement, in the agreed language, in the agreed time, and at the agreed place.
1.2. The Client undertakes by the Order to pay the result price of the interpreting pursuant to provisions of Article V, section 2.
1.3. The Contractor provides for the interpreting rendered by an interpreter.
2. Term of Interpreting
2.1. The Client is obliged to accept the interpreting in the term and in the way stated in the Order.
2.2. The Client or the Client´ s authorized employee is obliged to confirm immediately in an interpreting acknowledgement that the interpreting was executed and to state that the latter was carried out properly and in time.
2.3. If the Client rejects, without a serious reason recognized by both Parties, to accept the interpreting properly agreed, the latter is considered to be fulfilled, and the right to issue an invoice arises to the Contractor, and the obligation to settle this invoice arises to the Client.
3. Rights and Obligations
3.1. The Client is obliged to inform the Contractor about the purpose, for which the interpreting will be used, and also about the fact that the interpreting will be recorded, and in which way. If the purpose is not communicated to the Contractor, later complaints for the related reasons shall not be taken into consideration.
3.3. The Client shall send to the Contractor 3 days at the latest before the interpreting performance materials and documentation /e. g. an agenda, record of a preceding meeting, papers or written texts/. If it fails to do so, later complaints concerning the terminology shall not be taken into consideration.
3.4. The Client is obliged to inform the Contractor about all circumstances having a decisive influence on its compliance with its obligation to pay for the Order. The Client is obliged to inform whether a decision to file a petition in bankruptcy on its property has been made or whether it has entered a liquidation proceeding.
3.5. The Contractor does not bear any responsibility for potential consequences related to the breach of copyright.
3.6. The Contractor undertakes to keep secrecy on all negotiations related to the interpreting, and further it undertakes to consider all materials submitted to it by the Client to be strictly confidential.
3.7. The Client has no right to require any other performance from the interpreter additional to that in the Order /e. g. a written translation, record of the meeting, services of a guide or organizational services/.
3.8. The Client is obliged to provide for the conditions corresponding with the type of interpreting, including technical arrangements, unless the latter is ordered from the Contractor.
4. Transport, accommodation, meals
4.1. The Client is obliged to arrange for the interpreter´ s transport from the agreed location to the location of the Order performance by an adequate means of transport with respect of the location distance.
4.2. In case of the interpreter´ s own transport, the Client is obliged to settle the interpreter´ s travel costs to the Contractor at full amount.
4.3. The Client is obliged to arrange for the interpreter´ s accommodation in a single room with bathroom.
4.4. The Client is obliged to provide for the interpreter´ s break for meal and rest of minimum half an hour after four and a half hours of interpreting at the latest.
4.5. An interpreter day is understood to be 8 hours including breaks.
4.6. The right of compensation for time missed by the interpreter in connection with the interpreting performance arises to the Contractor.
5. Complaints
5.1. The interpreting has faults in cases when it has not been performed in accordance with the Order.
5.2. The complaint shall be raised in writing. It is necessary to state the reason in the written complaint, and to describe the character of the faults, and, if possible, to document them with a record.
5.3. If the Contractor recognizes the Client´ s complaint as substantiated, an adequate discount of the price shall be provided.
5.4. In case that a dispute arises between the contractual Parties concerning the rightfulness of the Client´ s timely raised liability claims, the contractual Parties undertake to solve this dispute in an extrajudicial way by an expert opinion issued by an independent arbitrator.
5.5. The amount of the discount depends on the result of the expert opinion.
5.6. Both the Contractor and the Client are obliged to settle the advance payment in connection with the expert opinion issuance by the independent arbitrator pursuant to provision of cl. 5.4 of this section at the same amount, whilst the final accounting shall be made according to success rate in the complaint procedure.
5.7. The Contractor is liable for potential damages due to the faults of the executed Order up to the amount of the Order price.
6. Deadline for Complaints
6.1. Claims arising from the liability for faults terminate if they are presented with delay.
6.2. The Client is obliged to submit the complaints for faults of interpreting to the Contractor after they have been found out without any unnecessary delay.
Article V
Price of Order
1. The basis for the price calculation of the Order is the Contractor´ s valid pricelist of the Contractor´ s services and included method of the price calculation.
2. If the preliminary price of the Order is based only on an estimation of the quantity of units, the calculation is regulated by the real quantity of units /of a translation in the target language/.
3. All prices stated in the pricelist of services are without VAT.
4. The pricelist of services is an integral part of the General Commercial Terms and Conditions.
Article VI
Payment Conditions
1. The Contractor has the right to issue a tax document at the moment of the Order execution according to the Order.
2. The basis for the Order price settlement is the tax document issued by the Contractor which is due as at the date stated in this tax document.
3. At the default of payment, the Client shall pay to the Contractor 0.1 % of the debt amount for each day of delay.
4. At a delayed payment, the Client´ s payment is at first accounted against the late charge, and the remaining part against the debt.
5. The Contractor has the right to issue an advance payment invoice to the Client, which is due in the term stated in the invoice.
Article VII
Withdrawal from Contract and Indemnity
1. Either contractual Party has the right to withdraw from the contract when irremovable obstacles occurred on its side preventing the obligation fulfillment.
2. The particular Party is obliged to inform the other Party in writing about the fact that it withdraws from the contract.
3. In case that it is the Client who withdraws, it is obliged to settle the so-called cancellation fees. The amount of these fees is stated in the Contractor´ s pricelist of services.
4. The Contractor is not liable to the Client for damage, which is incurred to it by failure to execute the concluded contract, if this happens as a result of unforeseeable and unavoidable events, which could not be prevented by the Contractor.
5. If the text is used for print or for further propagation, the Client is obliged to inform the Contractor about this fact. If the Client did not place the order with the Contractor of the text translation designated for print, the Client has no right to claim indemnity due to mistakes in the translated text.
6. The Client has the right to withdraw from the translation order execution by a written notice delivered to the Contractor. In such case, the Client shall be obliged to pay a compensation to the Contractor, the so-called cancellation fee at amount of 20 % of the price of the ordered translation, on which the Contactor has not started working, however, maximum 1 000 CZK; 20 % of the ordered translation price plus the price of the translated text begun till the moment of the contract withdrawal, on which the Contactor has already started working, which is due on the day of delivery of the notice of the contract withdrawal.
7. The Client has the right to withdraw from the interpreting order by a written notice delivered to the Contractor. The participants hereby agree that, in such case, the Client shall be obliged to pay a compensation to the Contractor, possibly called the cancellation fee, at amount of 50 % of the price of the ordered interpreting, if the withdrawal occurs within a period longer than 24 hours before the date, on which the provision of the interpreting should have been begun, 100 % of the price of the ordered interpreting at the withdrawal within 24 hours preceding the beginning of the interpreting, which is due on the day of delivery of the notice of the contract withdrawal.
Article VIII
Special Provisions
1. The Client undertakes not to contact the translator or interpreter without the Contractor´ s express agreement.
2. If a contact between the Client and the translator or interpreter occurs with the Contractor´ s agreement, the Client undertakes not to discuss matters concerning commercial terms and conditions of the Order.
3. The Client further undertakes to inform the Contractor about every new agreement with the translator or interpreter.
4. In case of breach of obligations stated in cl. 1, 2, and 3, the Client is obliged to pay to the Contractor a contractual penalty at amount of 50,000 CZK for each individual breach even in the case that the Order has not been properly finished.
Article IX
Final Provisions
1. Unless these Commercial Terms and Conditions state otherwise, the legal relationships between the contractual parties are regulated by the relevant provisions of Act No. 513/1991 Coll.
2. The text of these Commercial Terms and Conditions is binding for both contractual Parties.
3. In the meaning of Cl. 273 of the Commercial Code, these Commercial Terms and Conditions are considered to be the General Commercial Terms and Conditions of Chicory v.o.s., Staňkova 9, 602 00 Brno, registered with the Regional Commercial Court in Brno, Part A, File 4991, and they are effective for the Contractor and the Client from 1 January, 2005.