General Business Terms and Conditions

1 General Provisions

1.1 These General Business Terms and Conditions, hereinafter referred to as “General Terms and Conditions”, issued in accordance with Sec. 273 paragraph 1 of Act no. 513/1991 Coll. (Commercial Code of the Czech Republic), apply to activities of Agentura ZELENKA (ZELENKA Czech Republic s.r.o., Ing. Zbynek Zelenka, Ing. Roman Zelenka, Vera Zelenkova, Kvitkova 4703, 760 01 Zlin, Czech Republic, hereinafter referred to as “Contractor”) and physical or legal entities (clients) ordering translation or interpreting services (hereinafter referred to as “Client”).

1.2 The object hereof is provision of services associated with the scope of business of the Contractor, i.e. mainly translating and interpreting activities and additional services.

1.3 Both the Contractor and the Client (hereinafter referred to as "Contracting Parties”) undertake to follow these General Terms and Conditions.

1.4 These General Terms and Conditions represent an integral part of a written contract on provision of translation services (general contract or contract concerning a concrete translation, localization or interpreting services) concluded between the Client and the Contractor, if such a contract exists. Derogating provisions of the contract prevail over stipulations of these General Terms and Conditions.

1.5 The contract between the Contractor and the Client exists based on a written order confirmed (agreed) by both the Parties even if no written contract on provision of translation services has been concluded. Such an order is binding, and these General Terms and Conditions are an integral part thereof.

1.6 A written order, hereinafter referred to as “Order”, is such an order that contains all requisites (see point 1.7 listed below) and that has been delivered to the address of the Contractor (see point 1.1) and also an order sent by e-mail or electronic order form filled in and sent by the Client from the Contractor’s Web site. The official Web site of the Contractor is www.preklady.com.

1.7 The order shall contain the following data:

• exact correspondence address (and also an invoice address if it is different from the correspondence one), including Registration no. and Tax Registration no.;
• contact details of the ordering person;
• specification of translation or interpreting services,
• required or agreed completion deadline for translation or date of interpreting,
• purpose of the required translation (especially in case of texts intended for public presentation or publication),
• other requirements concerning text editing (required types of checking and proofreading),
• requirements concerning graphic layout of the text,
• contact person that can be consulted for technical terminology and abbreviations,
• stamp and signature (this does not apply to electronic orders; however, the Contractor shall have the right to ask subsequently for a printed order bearing the stamp and signature of the Client).

Samples of both electronic enquiry and electronic order for translation and interpreting services containing all required information are available in forms on www.preklady.com, and they can be sent directly from there.

1.8 The Contractor shall confirm the written order (including the electronic order being considered as an equivalent of a written order). The order and these General Terms and Conditions become valid on written confirmation of the order (including electronic confirmation). Subsequent demand of the Contractor for a printed order with a stamp and signature (see point 1.7) is without prejudice to validity of the confirmed electronic order.

1.9 The Contractor shall treat all information and documents provided by the Client in connection with the order as confidential, and undertakes not to give them to any unauthorized person. Authorized persons, except for employees of the Contractor, shall be translators and interpreters that have concluded a contract with the Contractor containing a provision on confidentiality or that have signed a declaration on confidentiality and protection of data.

1.10 The Client shall have the right to receive a non-binding and free of charge price quotation and a time schedule based on its inquiry sent to the Contractor.

1.11 The Contractor shall not be liable for any possible consequences arising from breach of copyrights that is caused due to the Client.

2 Translations

2.1 Meaning of terms
Translation – written transposition from a source language to a target language.
Interpreting – oral reproduction of speech from a source language to a target language
Source language – the language in which the source text is written
Source text – the text to be translated
Source word – a word in the text to be translated
Target language - the language in which a target text is written
Target text – the translated text
Target word – a word of the translated text
Certified translation (certified, official, judicial or containing a judicial clause) – translation made in accordance with Act no. 36/1967 Coll., on experts and interpreters, by a translator ("interpreter" in the terms of law) appointed by a competent regional court. A certified translation is inseparably attached to the original or certified copy of the original of the translated document and therefore it can have only a paper form, not the electronic one. The Client must provide an original or certified copy of the translated document. Certification of copies is done by notaries public and municipal authorities.
Apostille – a document that is attached to the certified document and that serves as a confirmation of authenticity and validity of the document. It is so-called higher certification of document – legalization (authentication of official stamps and official signatures) for its use abroad. If a certified translation is to be authenticated (by Apostille), registration of the sworn translator is verified.
Superlegalization – higher authentication of an authenticated (legalized) document in the state where it is to be used. It is not required for states of the Hague Convention or for states with which the Czech Republic has concluded a bilateral agreement. In this case, the Apostille is the final authentication.
Proofreading – factual, grammatical or stylistic rectification or modification of a source or target text.
Basic language proofreading
Verification of the general quality of translation, rectification of grammatical mistakes, check of integrity and graphic layout. It eliminates possible smaller mistakes or keying mistakes.
Expert proofreading
Control of use of technical terms connected with the appropriate technical field and consistency of used terms in accordance with a provided or created glossary of terms, referential texts or otherwise. Stylistic proofreading
Rectification of style (e.g. word order in sentences or order of entire sentences, comprehensibility and readability regarding the given purpose, target country and target reader). Pre-printing proofreading
Elimination of typographical errors (after processing in a DTP studio, after transfer to the HTML format, etc.), e.g. wrong splitting of words at the end of lines, shift of pictures or texts, completeness of texts, diacritical marks. Output control by the Contractor
The Contractor checks if relevant proofreading has been ordered in connection with purpose of the text, if the proofreading was performed and if the proof-reader’s comments have been considered and implemented in the text. A complex control of completeness of the text and graphics and a random check of translation quality are made.
Graphic rectification – graphic modification of texts, graphs and images in the required form in a relevant graphic editor.
One standardized page (1 SP) - 30 lines of 60 keystrokes, i.e. 1800 characters including one space after each word.
One normal A4 format page – contains variable number of standard pages depending on the font and size of letters. It may consist of 0.5 standardized pages, but also of 6 and more standardized pages if small fonts are used.
Normal deadline for translation – 1200 source words translated during one working day by one translator. The day of receipt of basic documents by the Contractor is not included in the number of working days. The deadline for translation of bigger projects within shorter period of time depends on number of translators that can be used at the same time by the Contractor to do the project.
Office hours for acceptance of orders in Contractor's offices – from 8 am to 4 pm during working days, i.e. from Monday to Friday.

2.2 General Provisions

2.2.1 The Contractor undertakes to perform the ordered services and to hand them over to the Client in a prearranged way providing that the conditions mentioned herein are fulfilled.

2.2.2 The Client undertakes to take over the services on the agreed date and to pay to the Contractor the resulting price in agreed time.

2.2.3 The Contractor shall invoice the Client ordering translation services a basic rate and determine a normal deadline provided that the source text is a general, comprehensive, legible text provided in standard format without any special graphic rectifications required. If the text and its format are more graphically demanding (e.g. PDF), the Contractor shall have the right to ask for longer deadline or invoice an extra charge. If the Contractor receives the source text from the Client before the translation work is started, the Contractor shall inform the Client about the text's higher degree of difficulty and to agree on appropriate conditions (longer deadline, price for graphic rectifications, etc.). If the entire text is not available to the Contractor before translation work starts and higher difficulty of the text arises only during the translation work, the Contractor shall have the right to ask for extension of the deadline or an extra charge during the translation work.

2.2.4 The Client acknowledges that the ownership of the translation passes on him only after the full price for the service is paid. Until then, the translation is the property of the Contractor.

2.2.5 In case that the translation concerns an author’s text within the meaning of Act on authors, i.e. the text is an author’s work created by adaptation of another work, including its translation in another language, provisions of Act on authors (Act no. 121/2000 Coll.) apply to Contracting Parties too.

2.3 Acceptance and Delivery of Work

2.3.1 The Contractor shall confirm receipt of the inquiry or order immediately on its receipt in the nearest possible term within its office hours. If the inquiry or order is received at the end of office hours or later, the Contractor may send the confirmation on the following working day.

2.3.2 The Client shall take over the work on the date and in the way stated in the order or written contract.

2.3.3 The Client shall confirm receipt of the work to the Contractor immediately on its receipt.

2.3.4 If the Client does not confirm receipt of the work and does not urge it within 24 hours, the Contractor shall consider the Client to have received the work in a proper and timely manner

2.3.5 If the Contractor receives a reminder for the work, it shall send it immediately on receipt of the reminder.

2.3.6 If the Client urges delivery of the work performed by the Contractor and the Contractor can prove that it was sent on time and in an agreed way, this shall not be considered a late delivery.

2.3.7 If the Client refuses to take over the dully made work without any serious reason acknowledged by the two Parties, the work is considered as delivered. The Contractor shall have the right to make an invoice and the Client shall pay it.

2.4 Rights and Obligations

2.4.1 The Client shall communicate to the Contractor the account that it is willing to use for translation services. It concerns especially a public presentation or publication of the resulting translation (in the form of printing or publishing on the Web) or its legal use (e.g. use of a contract for a legal action) or other use that requires relevant proofreading and also use within the meaning of the Act on Authors.

2.4.2 If the Contractor is not given this account, the Contractor considers that the translation is intended for a general purpose and any later claims shall be accepted for the reasons concerning the purpose of use of the translation. If the Client intends to use the translation for publication or for any other than general purpose (see point 2.4.1), the order must specify relevant proofreading. See “proofreading” in point 2.1 - Meaning of Terms

2.4.3 If the source text for translation contains any technical terms, special company terminology, uncommon abbreviations etc., the Client shall provide the Contractor with a list of relevant terms in appropriate language, background documentation containing agreed terminology (referential texts) or ensure the possibility for the Contractor to consult the terminology with a concrete appointed employee of the Client. If this is not the case, no later claims concerning terminology shall be considered.

2.4.4 The Client shall inform the Contractor if it requires any graphic rectification of the document and specify the details.

2.4.5 If the Contractor is not informed about the necessity to make graphic rectifications (including their specification), any claims connected with graphic layout of the document shall be considered.

2.4.6 The Client shall inform the Contractor about all circumstances that could have any impact on payment for the work. The Client shall inform the Contractor if there is any decision on declaration of bankruptcy of the Client or if the Client is in liquidation.

2.5 Translation Services Claims

2.5.1 The translation is considered as faulty if it was not made in accordance with the order (e.g. scope or required graphic layout) or in adequate quality.

2.5.2 In any other case it is considered that the translation was made properly.

2.5.3 Any claim may be done in person, by fax, electronic mail or regular post. The claim must contain concrete reasons and description of defects and scope of their occurrence and may also contain a proposal for resolving the claim.

2.5.4 If the Contractor considers the claim as justified, it shall ensure appropriate rectifications or proofreading immediately and at its own costs. In this case the Client shall have the right for a discount of up to 10 % from the translation price.

2.5.5 If the Contractor considers the claim as justified and the Client does not accept rectifications from the Contractor, the Client shall be offered a discount corresponding to the scope of defects.

2.5.6 In case of any dispute arising between the Contractor and the Client on justice of Client’s claims concerning Contractor’s liability for defects or amount of discount, the Parties undertake to resolve the dispute by amicable settlement in the form of an expert opinion of an independent translator appointed on the basis of agreement of both the Parties. The translator is generally an independent translator on the list of sworn translators and interpreters of a competent court, or a native speaker agreed by the Parties. Both Parties shall be informed about the estimated price for the expert opinion in advance.

2.5.7 The independent translator shall judge the quality of the translation in comparison with the source text (not only the target text separately). Both the Client and the Contractor shall have the right to give all relevant information concerning the claim to the independent translator.

2.5.8 Both the Client and the Contractor shall pay an advance payment for the expert opinion in the same amount. Final settlement of the costs shall be made according to the result of the claim procedure.

2.5.9 Amount of discount shall be set based on the expert opinion.

2.5.10 The Contractor shall be liable for any damage due to defects in translation up to the price for the translation.

2.5.11 If the expert opinion states that the claim is not justified, any and all costs connected with the expert opinion shall be covered by the Client.

2.5.12 The Client shall claim defects of the work to the Contractor duly and without any undue delay (at latest in 5 weeks after take over of the translation).

2.5.13 Any claims arising from the liability of the Contractor for defects made late shall expire.

2.5.14 The claim shall have no suspending effect on maturity of the issued invoice of the claimed service or on other type of payment for the service rendered.

3 Interpreting

3.1 General Provisions

3.1.1 The Contractor undertakes to arrange interpreting according to the confirmed order (specified languages, agreed time and agreed place).

3.1.2 The Client undertakes to pay to the Contractor the resulting price for interpreting.

3.1.3 The Contractor shall arrange interpreting through an interpreter.

3.1.4 The Client shall confirm if interpreting was made duly and on time immediately after interpreting takes place. If the Client fails to do so, the Contractor considers that interpreting was made duly and on time.

3.1.5 If the Client cancels duly ordered interpreting services without a serious reason acknowledged by both the Client and the Contractor, the Client shall be obliged to pay cancellation fees in the amount under point 6.4 herein.

3.2 Rights and Obligations

3.2.1 The Client shall inform the Contractor about the purpose of interpreting and creation of a recording, if one shall be made.

3.2.2 If the Contractor is not informed about the purpose, no later claims arising thereof shall be considered.

3.2.3 The Client shall provide the Contractor with a schedule of interpreting and related texts at latest 5 days in advance so that the interpreter could prepare himself. If the Client fails to do so, any claim of terminology used by the interpreter cannot be considered.

3.2.4 The Client shall inform the Contractor about all circumstances that could have any impact on payment for the service. The Client shall inform the Contractor if there is any decision on declaration of bankruptcy of the Client or if the Client is in liquidation.

3.2.5 The Contractor shall not be liable for any possible consequences arising from breach of copyrights that occurs due to the Client.

3.2.6 The Contractor and the interpreter shall consider all information and materials associated with interpreting as strictly confidential.

3.2.7 The Client shall have no right to ask the interpreter to do any other services outside the scope of interpreting services, e.g. to take minutes from a meeting, to create a written translation, or to act as guide or perform organizational services.

3.2.8 The Client shall provide conditions corresponding with the type of interpreting, including technical equipment (booths, headsets, microphones, etc.), good audibility and sufficient space for work, provided that technical equipment was not ordered together with interpreting services from the Contractor. The Client shall also give to the interpreter all written texts to be read by lecturers sufficiently in advance.

3.2.9 The interpreter sent by the Contractor shall be neat and dressed as required by the type of interpreting.

3.2.10 The interpreter shall work based on normal practice for this profession, and shall perform his/her job to the best of his/her knowledge.

3.2.11 The interpreter shall have the right to refuse to work in the environment unacceptable due to physical, psychological or ethical reasons, and in conditions undignified for performance of interpreter’s profession.

3.3 Transport, Accommodation and Meals

3.3.1 A working day of the interpreter has 8 hours. All breaks and interruptions are included in working time.

3.3.2 The Contractor shall have the right to invoice the same rate for the interpreter’s time spent traveling or otherwise lost in direct relation with interpreting as for interpreting itself.

3.3.3 If the Client does not organize transport for the interpreter from the agreed place to the place of interpreting, the Client shall inform the Contractor of this sufficiently ahead of time. The Client shall pay to the Contractor traveling expenses of the interpreter, including allowances, in full amount according to valid regulations on compensation of traveling expenses.

3.3.4 The Client shall organize accommodation for the interpreter in a single-bed room with a private bathroom. If it was not possible to organize such accommodation, the Client shall inform the Contractor in time and ask the interpreter for his/her consent to alternative accommodations.

3.3.5 The Client shall organize for the interpreter a meal and rest break of at least half an hour in duration after 4 hours of interpreting.

3.3.6 The Client shall organize meals for the interpreter according to normal practice and valid regulations on compensation of eating expenses.

3.4 Interpreting Services Claims

3.4.1 The interpreting is faulty if it was not made in accordance with the order or in adequate quality.

3.4.2 Any claim may be done in person, by fax, electronic mail or regular post. The claim shall contain a concrete reason and description of defects and scope of their occurrence and it can be accompanied by a video or audio recording.

3.4.3 If the Contractor considers the claim as justified, the Client shall be offered a discount corresponding to the scope of defects.

3.4.4 In case of any dispute arising between the Contractor and the Client on the justification of the Client’s claims concerning the Contractor’s liability for defects or amount of discount, the Parties undertake to resolve the dispute by amicable settlement in form of an expert opinion of an independent interpreter appointed on the basis of agreement of both the Parties.

3.4.5 The amount of discount shall be set based on the expert opinion.

3.4.6 Both the Client and the Contractor shall pay to the independent interpreter an advance payment for the expert opinion in the same amount. Final settlement of the costs shall be made according to the result of the claim procedure.

3.4.7 The Contractor shall be liable for any damage due to defects in interpreting up to the price for the interpreting.

3.4.8 If the expert opinion states that the claim is not justified, any costs connected with the expert opinion shall be covered by the Client.

3.4.9 The Client shall claim defects of interpreting to the Contractor duly and without any undue delay immediately after interpreting and at latest in 5 days.

3.4.10 Any claims arising from liability of the Contractor for defects made late shall be considered to have expired.

3.4.11 The claim shall have no suspending effect on maturity of the issued invoice of the claimed service or on other type of payment for the service rendered.

4 Prices

4.1 Prices for all services are contractual and they are agreed between the Client and the Contractor in writing. Prices are defined either in an agreement on provision of translation services or in a price quotation confirmed by the Client in its written order (see point 1 - General provisions).

4.2 All prices exclude VAT.

4.3 Rates for translation services are set with regard to:

• type of translation (normal / certified),
• combination of languages,
• difficulty of text,
• quality of source text,
• required promptness of delivery.

4.4 Rates for interpreting services depend especially on the type of interpreting (simultaneous, consecutive, simultaneous in booth) and combination of languages.

4.5 A unit of invoiced quantity for translations and proofreading is one source word or one standardized page in case of certified translations, see point 4.8.

4.6 If the source text is in the format not allowing knowing number of source words or if it is in printed form, the price is calculated based on the number of translated words. In this case, quotations are based on estimated number of words counted manually and the price is invoiced according to the real number of words in the translated text (target language).

4.7 Minimum invoiced number of words is 300 source (or target) words, unless agreed otherwise in the contract or order.

4.8 In case of certified translations, the price is calculated according to the number of standardized pages of translation. Rounding is made to one full standardized page of the translated text up.

4.9 The Contractor shall have the right to set an extra charge for work during weekends and holidays, for translation or transcription of audio or video recordings, translation of poorly legible texts or express translations (more than 1200 source words in one working day).

4.10 The Client shall have the right to ask for a discount in case of a large order.

5 Payment Terms

5.1 The basis for payment of price for performed services is an invoice issued by the Contractor and having the date of maturity stated on the invoice. General term of maturity is 14 days, unless otherwise stated in the contract.

5.2 The Contractor shall be entitled to issue to the Client an invoice at the moment of handing over the finished work or after the end of interpreting.

5.3 The Contractor shall be entitled to issue to the Client an advance invoice even before the beginning of work or during its performance. The advance invoice is payable on the date of maturity stated in the invoice.

5.4 In the event of a delay in payment, the Client shall pay the Contractor a contractual fine in the amount of 0.1% of the amount due for each newly begun day late in making said payment.

6 Withdrawal from Contract and Compensation for Damages

6.1 Each Contracting Party shall have the right to withdraw from contract if there occur such restrains after conclusion of the contractual relationship that prevent fulfillment of commitment and that cannot be eliminated.

6.2 The Contracting Party shall inform the other Contracting Party in writing about its withdrawal from the contract.

6.3 In case the Client withdraws from the contract for translation or (proofreading), the Client shall pay all provable and incurred expenses for the part of the translation already completed, or for the whole translation if the work is already completed.

6.4 In case the Client withdraws from the interpreting order 10 to 5 days prior to the beginning of interpreting, the cancellation fee is 20 % of the agreed price; 50 % of the agreed price in case of 4 to 2 days prior to the beginning of interpreting and 100 % of the agreed price in case of 1 day prior to the beginning or on the day of beginning of interpreting.

6.5 The Contractor shall not be liable to the Client for damages due to non-realization of the concluded contract if this happens due to unforeseeable and unavoidable circumstances that the Contractor could not prevent.

6.6 The Client shall inform the Contractor of whether the translated text is to be printed or is intended for other publication. In case of the failure to do so, the Client shall not have the right for compensation for damages due to mistakes in the translated text.

7 Final Provisions

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

7.2 In the event that the Client and the translator or interpreter enter in contact based on the Contractor's consent, the Client undertakes not to negotiate with the translator or interpreter about matters concerning business conditions of the service.

7.3 The Client undertakes to inform the Contractor about any new agreement with the translator or the interpreter.

7.4 In case of breach of obligations set in points 7.1 to 7.3, the Client shall pay the Contractor a contractual fine amounting to 50,000 CZK for each individual breach, even if the order is not fully completed.

7.5 Unless otherwise stated in these General Business Terms and Conditions or in the contract on provision of translation services, legal relationships between Contracting Parties shall be governed by relevant provisions of Act no. 513/1991 Coll. (Commercial Code of the Czech Republic).

7.6 These General Terms and Conditions shall be binding for both Contracting Parties.

7.7 These conditions are valid from October 4, 2007.