Terms and Conditions for Customers

I.
Preamble

1. These Terms and Conditions apply to the contractual relationships, in which České překlady s.r.o. (hereinafter the “Provider”) provides its services to the customer (hereinafter the “Customer”).
2. The Provider is a business entity, registered in the Commercial Register, whose line of business is translation and interpretation services.
3. As a part of its business activities, the Provider provides the Customer with the translation and interpretation services specified in the contract between the Provider and the Customer.

II.
Basic Provisions

1. These Terms and Conditions are an integral part of the Contract on the provision of translation and interpretation services concluded between the Customer and the Provider (hereinafter the “Contract”). The stipulations of the Contract shall prevail in the event of any discrepancy between the Terms and Conditions and the Contract.
2. The Contract between the Customer and the Provider is concluded:
   1. when a written Contract is signed by both parties;
   2. when the Provider submits a written price quote (hereinafter the “Quote”) and the Customer accepts it in writing (hereinafter the “Quote Acceptance”); or
   3. when the Customer submits a written purchase order (hereinafter the “Purchase Order”) and the Provider confirms it in writing (hereinafter the “Purchase Order Confirmation”).
3. Any document pursuant to Art. 2(b) and 2(c) hereof shall also be considered delivered when delivered by email, fax or similar electronic form of communication.
4. The Contract concluded as described in Art. 2(b) and 2(c) shall be considered concluded if both parties express in writing their agreement with all relevant details of the Contract, i.e. mainly with the content and the scope of the service, and with the deadline.
5. If the Contract does not contain any stipulation as regards the price of the service, the price confirmed in the Quote Acceptance shall apply.

III.
Provision of Translation Services

1. The Provider shall complete the translation according to the Customer’s specifications. The completion of a translation shall mean the execution of a written translation of a text submitted by the Customer into a language and in the scope agreed upon by the parties pursuant to Section II, and by the agreed deadline.
2. Unless the parties agree otherwise, the provision of the service shall be considered completed when the translation is emailed to the address specified by the Customer in the Contract.
3. If within 24 hours of the agreed deadline the Customer does not notify the Provider that the Customer has not received the translation, it shall be assumed that the translation has been delivered in a due and timely manner.
4. The translation shall also be considered submitted in a due manner and on time when the Provider, after being prompted by the Customer, delivers the text again and proves that it had been delivered by the agreed deadline.
5. If the parties agree on the delivery of a sworn translation, the deadline shall run from the moment of delivery of the original or a certified copy to the Provider.
6. The job pursuant to Art. 5 shall be deemed complete when the translated document and the sworn translation are physically delivered to the premises of the Customer or an address the Customer specified.
7. If the Customer declines to accept the job, the deliverable is considered delivered when it has been handed over to the mail service or courier service.

IV.
Provision of Interpretation Services

1. The Provider shall provide interpretation according to the Customer’s specifications. The scope of the service shall be determined by the source and target languages, type of interpretation (consecutive, simultaneous) and time and place of the interpretation assignment.
2. If the Customer requires that technical or otherwise domain-specific terms be used during the assignment, the Customer shall mention this fact in the Contract (or in the Purchase Order) and submit to the Provider a list of established and required specialized terms in the target language, or other suitable materials usable for this purpose, before the execution of the assignment.
3. The Customer shall be responsible for arranging the travel of the interpreter from the office of the Provider or the place of residence of the interpreter to the place where the assignment shall be carried out. If the interpreter arranges the travel to the place of interpretation, the Customer shall adequately reimburse the interpreter for travel expenses as billed in the invoice.
4. If the interpreter spends one or more nights outside his or her place of residence because of the assignment, the Customer shall provide adequate hotel accommodation in a single room, with breakfast.
5. During the interpreting assignment, the Customer shall give the interpreter a refreshment break of at least 30 minutes after 4 hours of interpreting. A day of interpretation shall mean 8 hours, including breaks.
6. The Customer shall ensure adequate conditions for the work of the interpreter, including technical equipment, unless it has been agreed that the Provider shall provide the technical equipment.
7. If the interpretation has not been executed at all or in the agreed scope because the Customer violated one of the obligations specified in this Article, this fact shall be deemed an impediment on the part of the Customer. In this case, the Provider shall be entitled to receive the full price for the provision of the service.
8. If the Customer violates an obligation pursuant to this Article, the Provider shall be entitled to ensure the provision of the service, for which the Customer was responsible, independently and at the expense of the Customer.

V.
Rights and Responsibilities of the Parties

1. The Provider shall ensure the execution of the job with due professional care and, if applicable, in line with the expected use as specified by the Customer.
2. If the Customer does not inform the Provider of the purpose for which the deliverable will be used, it shall be deemed that the purpose is not relevant to the deliverable, and any potential discrepancy in the execution of the deliverable and its purpose shall not constitute a flawed execution.
3. When the translator or interpreter chooses as he or she sees fit one of several expressions and/or phrases that have the same meaning, this choice shall not constitute a flawed execution. This shall not apply if the Customer, when concluding the Contract, specifies expressions, abbreviations, phrases, etc. that are to be used, provided that their meaning does not conflict with the content of the translated text or interpreted speech.
4. The Provider shall not be in default concerning the execution of its obligation as long as the Customer is in default concerning the payment for services provided in the past. In such case, the deadline for the service shall start running as of the moment the Customer settles the due claims of the Provider.
5. The Customer shall inform the Provider about all facts relevant to the provision of the service without unnecessary delay.
6. The Provider shall not be liable for potential legal and other consequences connected to the violation of copyrights that takes place when the job ordered by the Customer is executed.
7. The Provider shall keep confidential all data it becomes aware of in connection with the provision of services from the documents to be translated and/or from speech to be interpreted.
8. The Customer shall not be allowed to approach a translator or interpreter who works for the Provider and to arrange a job directly with them.
9. In the event of violating the obligation pursuant to Art. 8 hereof, the Customer is obliged to pay the Provider a penalty of CZK 100,000 for each violation. This shall not prejudice the right to seek damages.

VI.
Flawed Execution and Claims

1. The execution shall be deemed flawed if it was not executed pursuant to the Contract, in particular if it does not correspond to the purpose of which the Provider was informed, and if it was not executed with the stylistic, semantic or grammar quality adequate for the content and the character of the translated text and interpreted speech.
2. The Customer shall notify any flaws or failings to the Provider and make the respective claims in writing.
3. If the Provider acknowledges the flaws or failings, it shall grant the Customer an adequate discount or, in the case of translation, correct or complete the text, depending on what the parties negotiate. If the parties do not agree on the amount of the discount or on how to resolve the claim, they will abide by the expert opinion of an independent arbitrator appointed upon mutual agreement of the parties and chosen from the list of sworn translators and interpreters registered with the relevant court.
4. The costs of the expert opinion issued by the independent arbitrator pursuant to Art. 3 hereof shall be covered by the Provider and by the Customer in an advance payment with each party paying 50%. The final allocation of the costs to the parties shall be determined according to the opinion of the arbitrator on the validity of the claim.
5. The discount on the acknowledged defects shall be determined by the mutual agreement of the parties. If the parties fail to reach an agreement, the discount will be determined by the expert opinion of an independent arbitrator appointed upon mutual agreement of the parties and chosen from the list of sworn translators and interpreters registered with the relevant court.
6. The Customer shall notify the Provider of any flawed execution no later than 30 days after the performance. Any flaws or failing notified after 30 days shall be disregarded.
7. The Provider shall be liable for flaws or failings up to the total price of the job.

VII.
Price

1. The price of the performance shall be determined pursuant to Section II(5).
2. Unless otherwise stated, all prices are without VAT.
3. The Provider shall provide the Customer with discounts on repetitive texts. As a general rule, the amount of the discount is confirmed in individual Quotes submitted by the Provider to the Customer.

VIII.
Terms of Payment

1. After the provision of the service, the Provider shall issue a tax document (invoice) for the job, which will be due in 14 days. The Customer shall pay the invoice on time. If the Customer fails to settle any amount due by the agreed due date, a penalty of 0.05% of the amount due shall accrue for every day of the default. This does not prejudice the right to claim damages.
2. The Provider shall be entitled to include several services for the same Customer in one tax document, in particular in the case of a high frequency of jobs, which may then be billed on a monthly basis.

IX.
Job Cancellation

1. The Customer shall be entitled to cancel a job if the service has not yet been provided. The Customer shall notify the Provider of the cancellation of the job in writing.
2. If a job is cancelled, the Customer shall pay the Provider a cancellation fee:
   1. For translation services, corrections, transcriptions, and graphic layout work, the cancellation fee is equal to the cost of the part of the job completed as of the moment of the cancellation;
   2. For regular interpreting services:
      • For jobs cancelled on the date or one day prior to the date of the interpreting, the cancellation fee equals 100% of the price for the first day of the interpreting and 50% of the price for every additional day;
      • For jobs cancelled between two and seven days in advance, the cancellation fee equals 50% of the price for the first day of the interpreting;
      • For jobs cancelled more than seven days in advance, the cancellation fee equals 25% of the price for the first day of the interpreting;
   3. For online interpreting:
      • For jobs cancelled on the date or one day prior to the date of the interpreting session, the cancellation fee equals 100% of the price for the interpreting service.
      • For jobs cancelled two days prior to the date of the interpreting session, the cancellation fee equals 50% of the price for the interpreting service;
      • No cancellation fee is charged on orders cancelled with more than two days’ notice.

X.
Confidentiality

1. The Provider shall protect all confidential Information to which the Provider gains access in connection with the execution of this Contract or with the preparation thereof.
2. For the purposes of this Contract, Confidential Information includes:
   1. all information the Provider becomes aware of in connection with the execution of jobs for the Customer or the preparation thereof, even if the execution does not take place, be it:
      1. from source texts, instructions, glossaries, translation memories, mutual written, electronic or oral communication, etc.;
      2. from the results of contractual cooperation, e.g. from translation, translation memories, corrections, interpretation, etc.;
   2. facts related to the Customer’s clients, employees, and suppliers, their activities and relationship with the Customer;
   3. facts constituting a trade secret related to the Customer’s business;
   4. other information and facts that the Customer wishes to protect as confidential and marks them as such, or when it is obvious that these are treated as confidential.
3. Information is not considered confidential if:
   1. it was generally known or available before the communication;
   2. the Customer published it (submission of confidential information by the Customer to the Provider shall not be considered publication);
   3. the circumstances of its publication make it obvious that it shall not be considered confidential;
   4. the Provider obtained it from a third party as long as the third party did not obtain it illegally and/or in a way conflicting with good practice and/or due to a violation of confidentiality agreed upon in a contract with the party to which the information applies.
4. Rights and Responsibilities of Parties
   1. The Provider shall only use the confidential information obtained from the Customer for the execution of jobs for the Customer or for the preparation thereof.
   2. The Provider shall not share the confidential information with a third party without the prior written approval of the Customer, with the exception of cases detailed in points c) and d) below.
   3. The Provider shall be entitled to share confidential information only with its employees and cooperating suppliers bound by confidentiality, and shall be fully liable for compliance with this confidentiality on their part to the extent to which it itself is bound to comply with it.
   4. The Provider is entitled to share confidential information obtained from the Customer with a third party based on the legislation, court decision, or decree issued by another public administration body. In such case, the Provider will deliver to the Customer beforehand a written notification specifying the confidential information to be shared and a copy of the request issued by the public administration body.
   5. The Provider shall adopt adequate technical and organization measures for effective protection of confidential information, mainly from loss, theft, unauthorized access, use, publication, or other forms of distribution.
   6. In the event of unauthorized use of the confidential information, the Provider shall notify the Customer in writing immediately upon ascertaining such unauthorized use. The Provider shall also adopt measures to prevent other cases of unauthorized use of confidential information.
   7. Throughout the validity of this Contract, the Customer shall be entitled to request that the Provider destroys all data containing confidential information.
   8. The Provider shall comply with the request pursuant to Art. g) no later than five days after its delivery. The Provider shall prepare a written protocol on the destruction of the data and deliver it to the Customer without unnecessary delay.

XI.
Final Provisions

1. These Terms and Conditions become binding for the contractual parties when a Contract, of which they are an integral part, is concluded.
2. The rights and responsibilities not expressly regulated in the present Terms and Conditions shall be governed by the applicable provisions of Act 89/2012 Coll., Civil Code.