Standard Terms for Vendors

Standard Terms for Vendors
České překlady s.r.o.

I.

Preamble 

1. These Terms and Conditions apply to contractual relationships in which a translator or an interpreter (hereinafter the “Vendor”) renders their services to České překlady s.r.o. (hereinafter the “Customer”).
2. The Vendor is an entrepreneur or a business entity entered in the trade register, whose principal business includes translation and interpreting services, or who intends to render services pursuant to a Service Agreement entered into with the Customer. The Customer is a business entity entered in the Commercial Register.
3. The Vendor renders translating and interpreting services to the Customer.

II.

Introductory 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 Vendor (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 Vendor is established:
   1. when a written Contract is signed by both parties;
   2. when the Vendor submits a written 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 Vendor confirms it in writing (hereinafter the “Purchase Order Confirmation”).
3. Any document pursuant to Art. 2(b) and 2(c) of this Section shall also be considered delivered when delivered by email, fax or a 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.

III.

Translation

1. The Vendor shall complete the translation according to the Customer’s specifications. The completion of a translation shall mean a written translation of a text submitted by the Customer into the 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 complete when the translation is emailed to the address specified by the Customer in the Contract. If the job is done in the Customer’s internal translation management system, the job is considered completed when the job status is changed to “Completed” in the system. 
3. If, within 24 hours of the agreed deadline, the Customer does not notify the Vendor 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 Vendor, 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 certified translation, the deadline shall run from the moment the Customer delivers a scanned original or a certified copy to the Vendor. The translation will be attached to the original or its certified copy in the Customer’s office, or the document will be delivered to the Vendor otherwise, as agreed. For an electronic certified translation, the Customer will send the Vendor the file for translation by e-mail.
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. For an electronic certified translation, the job is deemed delivered when the translation is sent by e-mail.
7. If the Customer declines to accept the completed translation, it will be considered delivered when it has been handed over to the mail service or courier service.
8. If the delivery of the completed translation is delayed, the parties have agreed on a penalty in the amount of 10% of the agreed price for each day of the delay. The Vendor shall pay the penalty to the Customer within 14 days following the day on which it is claimed. This does not prejudice the Customer’s right to claim damages.
9. If MT (machine translation) is available in the project, the Vendor is obliged to duly edit the MT output or provide a new translation. For this purpose, editing means (i) editing the machine translation to remove grammatical errors, (ii) a spell check of the machine translation using a spell checker, (iii) any necessary stylistic changes, (iv) checking the quality of the machine translation using a tool integrated in the system in which the translation is produced for the Customer.

IV.

Interpreting

1. The Vendor 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 venue of the interpretation.
2. If the Customer requires that technical or otherwise special terms be used during the assignment, the Customer shall mention this fact in the Contract (or in the Purchase Order) and submit to the Vendor a list of established and required specialized terms in the target language, or other suitable materials usable for this purpose, no later than three days before the execution of the assignment.
3. The Customer shall be responsible for arranging the travel of the interpreter from the office of the Vendor 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 interpreting 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 Vendor shall provide the technical equipment.
7. If the interpretation has not been executed at all or in the agreed scope because the Customer violated any of the obligations specified in this Article, this fact shall be deemed an impediment on the part of the Customer. In this case, the Vendor 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 Vendor shall be entitled to ensure the provision of the service for which the Customer was responsible, independently and at the expense of the Customer.
9. Should the Vendor fail to render the interpreting services by the agreed date/time, the Customer shall be entitled to a penalty corresponding to 200% of the agreed price for the interpreting services. The Vendor shall pay the penalty to the Customer within 14 days following the day on which it is claimed. This is without prejudice to the right to claim damages.

V.

MTPE Medium

1. The Vendor is obliged to deliver an edited machine translation, which within the scope of MTPE Medium means: (1) machine-translated text, (2) use of a spell checker on the machine translation, (3) creation of a glossary to the extent agreed between the Customer and the Vendor, (4) quality check of the machine-translated text using automated tools.
2. The Vendor is obliged to deliver the edited machine translation by the agreed deadline.
3. Unless the parties agree otherwise, the provision of the service shall be considered completed when the job is emailed to the address specified by the Customer in the Contract. If the job is done in the Customer’s internal translation management system, the job is considered completed when the job status is changed to “Completed” in the system.
4. If, within 24 hours of the agreed deadline, the Customer does not notify the Vendor that the Customer has not received the job, it shall be assumed that the job has been delivered in a due and timely manner.
5. The job shall also be considered submitted in a due manner and on time when the Vendor, after being prompted by the Customer, delivers the text again and proves that it had been sent by the agreed deadline.

VI.

Rights and Responsibilities of the Parties

1. The Vendor 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 Vendor 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 they see 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, upon the conclusion of the Contract, specifies – whether directly or by providing a glossary – the 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 Vendor 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 a case, the deadline for the service shall start running as of the moment the Customer settles the due claims of the Vendor.
5. The Customer shall inform the Vendor about all facts relevant to the provision of the service without unnecessary delay.
6. The Vendor shall not be liable for potential legal and other consequences connected to the violation of copyrights that take place when the job ordered by the Customer is executed.
7. The Vendor 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 the speech to be interpreted.
8. The Vendor must not contact any of the Customer ’s partners without the Customer’s knowledge for the purpose of directly soliciting business from them. This shall also apply where such business has been offered to the Vendor by any of the Customer’s business partners or another party. This obligation to refrain from soliciting shall continue to be valid one year from the termination of the cooperation between the Vendor and the Customer. If any of the Customer’s partners contact the Vendor with an offer of cooperation, the Vendor is obliged to notify the Customer accordingly.
9. Should the Vendor violate the obligation pursuant to Art. 8 of this Section, the Vendor shall pay the Customer a penalty of CZK 100,000 for each event of such violation. This shall not prejudice the right to seek damages.

VII.

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 Vendor was informed, and if it was not executed with the stylistic, semantic or grammatical quality adequate for the content and the character of the translated text and interpreted speech.
2. The Customer acknowledges that as regards the characteristics of the job described in (V) above, stylistic deficiencies or errors of meaning and grammar resulting from the type of the technical solution used are not considered flaws or defects.
3. The Customer shall notify the Vendor of any flaws or failings and make the respective claims in writing.
4. If the Vendor acknowledges the flaws or failings, it shall grant the Customer an adequate discount or, in the case of a 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 the mutual agreement of the parties and chosen from the list of certified translators and interpreters registered with the relevant court.
5. The costs of the expert opinion issued by the independent arbitrator pursuant to Art. 3 of this Section shall be covered by the Vendor 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.
6. 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 certified translators and interpreters registered with the relevant court.
7. The Customer shall notify the Vendor of any flawed execution no later than 30 days after the performance. Any flaws or failings notified after 30 days shall be disregarded.
8. The Vendor shall be liable for flaws or failings up to the total price of the job. This is without prejudice to the right to claim damages.

VIII.

Price

1. The price is set as fixed upon the establishment of the Contract. An alternative to setting the fixed price is setting the method according to which the price will be calculated.
2. Unless otherwise stated, all prices are without VAT.
3. Unless otherwise agreed, the Vendor shall provide the Customer with discounts for repetitive text in accordance with the applicable agreement. The actual discount shall usually be confirmed in individual Purchase Orders submitted by the Customer to the Vendor.

IX.

Payment Terms

1. After the provision of the service, the Vendor shall issue a tax document (invoice) for the job, which will be due in 30 days. The Customer shall pay the invoice on time.
2. As a general rule, the Vendor shall issue invoices (bills) on a monthly basis or similarly, to make sure that separate invoices are not issued every time a service is rendered to the Customer.
3. If the Vendor and the Customer sign a Service Agreement, the Vendor shall issue a monthly statement and submit it to the Customer as instructed.

X.

Cancellation of a Job

1. The Customer shall be entitled to cancel a job if the service has not yet been provided. The Customer shall notify the Vendor of the cancellation of the job in writing.
2. In the event of a job cancellation, the Customer shall pay to the Vendor a cancellation fee.
   1. In the case of translation services, corrections, transcriptions, and graphic layout, the cancellation fee corresponds to the completed part of the job (to be demonstrated by the immediate submission of the completed part of the job).
   2. For regular interpreting services:
      • for a job cancelled on the day of interpretation or 1 day in advance, the cancellation fee is 100% of the price for the first day of interpretation and 50% of the price for every other day;
      • for a job cancelled 2 to 7 days in advance, the cancellation fee is 50% of the price for the first day of interpretation.
   3. For online interpreting:
      • for a job cancelled on the day of interpretation or 1 day in advance, the cancellation fee is 100% of the price for the first hour of interpretation;
      • for a job cancelled 2 days before the interpretation, the cancellation fee is 50% of the price for the first hour of interpretation.

XI.

Protection of Confidential Information

1. Unless stipulated otherwise, the Vendor shall always and under all circumstances protect all Confidential Information to which it gains access in connection with the execution of this Contract or with the preparation thereof. Any such information may only be shared with third parties subject to the Customer’s written consent.
2. Confidential information shall, for the purpose hereof, be defined as follows:
   1. all information the Vendor 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, and 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 wants 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 Vendor shall not be considered publication);
   3. the circumstances of its publication make it obvious that it shall not be considered confidential;
   4. the Vendor 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. In the event of a breach of the confidentiality and trade secret protection principles, the parties have agreed on a penalty of CZK 500,000 for each event of such a breach. The party that has breached the obligation of confidentiality and trade secret protection shall pay the penalty to the other party within 14 days following the day on which the penalty is claimed. This is without prejudice to the right to claim damages.
5. Rights and Responsibilities of the Parties
   1. The Vendor 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 Vendor 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 Vendor 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 the Vendor itself is bound to comply with it.
   4. The Vendor is entitled to share confidential information obtained from the Customer with a third party based on legislation, a court decision, or a decree issued by another public administration body. In such a case, the Vendor will deliver a written notification to the Customer beforehand specifying the confidential information to be shared and a copy of the request issued by the public administration body.
   5. The Vendor shall adopt adequate technical and organizational measures for the effective protection of confidential information, mainly from loss, theft, unauthorized access, use, publication, or other forms of distribution.
   6. In the event of the unauthorized use of the confidential information, the Vendor shall notify the Customer in writing immediately upon ascertaining such unauthorized use. The Vendor shall also adopt measures to prevent other cases of the unauthorized use of confidential information.
   7. Throughout the validity of this Contract, the Customer shall be entitled to request that the Vendor destroy all data containing confidential information.
   8. The Vendor shall comply with the request pursuant to Art. g) no later than five days after its delivery. The Vendor shall prepare a written protocol on the destruction of the data and deliver it to the Customer without unnecessary delay.

XII.

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 and other aspects not expressly regulated in the present Terms and Conditions shall be governed by the applicable provisions of Act 89/2012 Coll., the Civil Code.

Prague, on 19 September 2023