General Business Terms and Conditions

Agentúra ONLINE, s.r.o.

General Business Terms and Conditions
issued
in compliance with Section 273(1) of Act no. 513/1991 Coll., Commercial Code, as amended

The present General Business Terms and Conditions are intended to facilitate, hasten and improve the contracting procedure with respect to providing translation and interpreting services from and into foreign languages

Article I
Recitals

The General Business Terms and Conditions (hereinafter also referred to as the “GBTC”) shall constitute an integral part of the Agreement between the Client and the Provider.
The contractual relationship between the Client and the Provider shall arise from a written order placed via e-mail, via electronic order form on the Provider’s website, by fax or by mail (hereinafter referred to as the “Order”) legally accepted by the conclusion of an Agreement to Provide Services.
Failure by the Client to accept certain terms and conditions shall not preclude a contractual relationship from being formed providing that the terms and conditions acceptable for both Contracting Parties are otherwise stipulated and specified in the Agreement.
The Agreement between the Client and the Provider shall also be concluded if the Client accepts the offer of the future Provider to modify the terms and conditions of the Order. The latest terms and conditions shall then apply to the contractual relationship.
By confirming the Order, the Client undertakes to pay the remuneration stipulated for the translation or interpreting services required to the Provider.
Once specified, the terms and conditions of a contractual relationship can only be modified or cancelled by the written agreement of both Contracting Parties in the form of an amendment to the Agreement.

Article II
Subject Matter of Performance

The subject matter of performance shall be the provision of interpreting and translation services, i.e. execution of translations and translation corrections (hereinafter also referred to as the “Job”) pursuant to the terms and conditions stipulated in the Order.

Article III
Translations

General Contractual Terms and Conditions

The Provider undertakes, once the conditions stipulated in Article I are met, to execute the Job as agreed, in the language and at the time specified, and to deliver it as agreed.
The Client undertakes to accept the executed Job and to pay the total price of the Job pursuant to Article V(2) to the Provider.

Date of Job Delivery

The Provider shall deliver the duly executed Job at the time and in the form indicated in the Order, no later than 24 hours from the time when the Job was to be executed and the Client undertakes to accept the duly executed Job.
The Client or an authorised employee thereof shall promptly confirm the time of the Job acceptance in writing to the Provider.
If the Client fails to confirm the Job acceptance in writing and, within 24 hours of the Job delivery date, claim in writing that the Job will be delivered, it shall be deemed that the Job has been accepted by the Client in due manner and time.
The Provider shall not be in default if it delivers the Job to the Client having claimed the Job will be delivered again and proves that the Job has already been delivered to the Client.
If the Client refuses, without any serious reason recognized by both Contracting Parties, to accept the Job duly agreed upon and executed, the Job shall be deemed to have been completed and the Provider shall be entitled to obtain the price stipulated.

Rights and Duties

The Client shall provide any assistance required for the performance of the subject matter of the Agreement by the Provider, in particular the opportunity to consult unclear sections of texts, usual translation methods, etc. The Client shall appoint an authorised person for the Provider to contact in the matters concerned.
Unless stipulated otherwise, the Provider shall not provide translations of advertisements.
If the Provider is not notified of this purpose, no later complaints due to reasons resulting therefrom shall be taken into consideration. If the Job is used for the media, the Order must also include an Order of the relevant texts.
If the text that is the subject matter of the Order contains any professional or otherwise specific terms, abbreviations etc., the Client shall provide the Provider with a list of the terminology used in the relevant language or with other auxiliary materials or indicate in the Order a person authorised to provide consultations of professional terminology. Should the Client fail to comply with this obligation, it shall not be entitled to make complaints regarding any inconsistencies.
The Client shall advise the Provider of any circumstances substantially affecting the performance of its obligation to pay the price stipulated, in particular with regards to its solvency.
The Client shall, in case of a text ordered for translation which is protected under the Copyright Act, present a declaration to the effect that the Client is authorised to exercise any property copyrights with respect to the work on its behalf and account. The Provider shall not be liable for any consequences related to a copyright breach.
The Provider shall be responsible for the quality and for providing services continuously and without interruption within the scope stipulated.
The Provider shall keep confidential any facts and information coming to its attention with respect to performing the subject matter of the Agreement. Third parties that may be commissioned by the Provider, pursuant to an agreement with the Client, to perform a part of the services shall also be bound by this obligation of confidentiality.
The Provider shall be entitled, for its own needs, in particular for the purposes of managing the Client’s translations, as well as for the purposes of consistency of the Client’s terminology, to keep a copy of the original document to be translated for 1 year, unless stipulated otherwise by the Contracting Parties.
The Provider shall not be liable for inconsistencies caused by compliance with the instructions given by the Client.

Complaints

The service provided is considered to have defects if it has not been provided in due manner and time and in compliance with the Order. The service has not been provided in due manner in particular if it lacks grammatical, stylistic and semantic quality.
Complaints shall be made in writing without undue delay, no later than 10 business days after the performance has been demonstrably accepted. A written complaint shall include the order number and a description of the reason and character of the defect. Once this period has elapsed without any complaints being made, the Client’s claims resulting from liability for the defects of the service provided shall expire.
The Provider shall make a statement regarding the justification of the complaint without delay, no later than 5 business days after a complaint has been demonstrably delivered.
If the Provider considers the Client’s complaint to be justified, it shall have the defects removed (corrected) at its expense. In this case, the Client shall be entitled to obtain a Job price reduction of up to 10%.
In case of a dispute between the Contracting Parties as to whether the Client’s claims resulting from liability for defects under subparagraph a) of this paragraph made in due time are justified, the Contracting Parties undertake to resolve the dispute preferably by means of out-of-court settlement, if necessary based on the expert opinion of 2 independent translators, one of whom shall be appointed by each Contracting Party. The costs related to the expert opinion shall be borne by each Contracting Party for its translator.
The Provider shall be liable for losses caused by Job defects up to the amount of the Job price.
The Provider shall not be liable for defects and inconsistencies caused in compliance with the instructions given by the Client.

Terms and Conditions of Cancellation

Should a translation be cancelled by the Client once a written Order has been confirmed, the Provider shall charge a proportionate amount, no less than 10% of the preliminary Order price to the Client.

Article IV
Interpreting

General Contractual Terms and Conditions

The Provider undertakes, once the conditions stipulated in Article I are met, to provide the interpreting stipulated pursuant to the Order in the language and at the time and place specified.
The Client undertakes to pay the total price of interpreting pursuant to Article V(2) to the Provider.

Date of Job Delivery

The Provider shall interpret or have the interpreting provided at the time and in the form stipulated in the Order.
The Client or an authorised employee thereof shall promptly confirm for the Provider in writing in the interpreting services protocol that the interpreting services have been provided in due manner and time.
If the Client refuses to accept the performance duly provided without any valid reason, the performance shall be deemed to have been provided and the Provider shall be entitled to obtain the price stipulated.

Rights and Duties

The Client shall advise the Provider of the purpose of the interpreting and whether and how it will be recorded.
If the Provider has not been advised of the purpose of interpreting, no subsequent complaints due to reasons resulting therefrom shall be taken into consideration.
The Client shall send the documents concerning the interpreting (such as a program, protocol from the last meeting, reports or written texts) to the Provider no later than 3 days prior to the commencement of the interpreting. Should the Client fail to do so, no later complaints with respect to terminology and other specific aspects shall be taken into consideration.
The Provider shall not be liable for any consequences related to copyright being infringed by the Client.
The Provider undertakes to keep confidential any facts and information concerning the interpreting, the documents it has been provided by the Client and that have come to its knowledge in the course of performing its activities. Third parties that may be commissioned by the Provider to perform a part of the services shall also be bound by this obligation of confidentiality.
The Client shall not be entitled to require the interpreter to provide any services beyond the scope of the Order (e.g. a written translation, minutes from meetings, guiding and organising services).
The Provider shall be entitled to obtain remuneration for the entire duration of the interpreting even if the Client has not made full use of the duration of Job stipulated.

Transportation, Accommodation and Boarding

The Client shall provide transportation for the Provider from the place stipulated to the place of Job performance by means of transportation appropriate to the distance between the locations, unless stipulated otherwise; the costs of transportation, accommodation and boarding shall not be included in the Job price.
In case of having his/her own transportation, the Client shall defray the interpreter’s traveling expenses in full pursuant to Act no. 283/2002 Coll. on Travel Refunds.
The Client shall, as required by the Provider, provide adequate time for rest and eating of at least half an hour for each 4.5 hours of interpreting.
An interpreting day shall be 8 hours including breaks.

Complaints

Interpreting services are considered to have defects if not provided in compliance with the Order.
Complaints shall be made in writing without undue delay, no later than 10 business days after the performance is provided. A written complaint shall include the order number and a description of the cause and character of the defect. Once this period has elapsed without any complaints being made, the Client’s claims resulting from liability for defects of the service provided shall expire.
If the Provider considers the Client’s complaint to be justified, the Client shall be provided an appropriate price reduction.
In case of a dispute between the Contracting Parties as to whether the Client’s claims resulting from liability for defects under subparagraph a) of this paragraph made in due time are justified, the Contracting Parties undertake to resolve the dispute by preference by means of out-of-court settlement, if necessary based on an expert opinion of 2 independent interpreters, one of whom shall be appointed by each Contracting Party. The costs related to the execution of the expert opinion shall be borne by each Contracting Party for its own share.
The amount of the reduction provided shall depend on the result of the expert opinion.
The Provider shall be liable for any loss caused by the defects of the service provided up to the amount of the Job price.

Terms and Conditions of Cancellation

If a service is cancelled by the Client once a written Order has been confirmed, the Provider shall be entitled to claim a penalty from the price calculated for the interpreting services pursuant to the following conditions:

More than 3 days before the stipulated date of interpreting – no penalty
Between 1 and 3 days before the stipulated date of interpreting – 50% of the total price calculated for interpreting services
Less than 24 hours before the stipulated date of interpreting – 100% of the total price calculated for interpreting services.

Article V
Job Price

The price for the services provided shall be determined by agreement of the Contracting Parties pursuant to Act no. 18/1996 Coll. as amended.
The Job price amount shall be based on the applicable Provider’s pricelist of services and on the method of price calculation included therein.
If the preliminary Job price is based on an estimated number of units only, the price calculation shall be based on the actual number of units (of the target language translation).
In case of supplementary services not included in the pricelist of services, the price and the terms of such supplementary services shall be determined by agreement of the Contracting Parties.
All prices included in the pricelist of services shall be indicated in SKK excluding VAT, converted into EUR at the conversion rate of 30.1260.
The applicable pricelist of services shall be an integral part of the General Business Terms and Conditions.

Article VI
Terms and Conditions of Payment

The Provider shall be entitled to issue an accounting document – an invoice – once the Job has been duly performed pursuant to the Order. The accounting document (invoice) issued by the Provider shall be paid within 14 days of being issued.
In case of delayed payment, the Client shall pay late payment interest of 0.05% of the due amount for each day of default to the Provider.
The Provider shall be entitled, as agreed with the Client, to issue a pro forma invoice to be paid within the deadline indicated therein, for up to 100% of the price calculated for translation and/or interpreting services.

Article VII
Cancellation and Damages

Each of the Contracting Parties shall be entitled to cancel the Agreement if, once the contractual relationship has been concluded, insurmountable obstacles impeding the performance of the obligation occur on their part.
The Contracting Party canceling the Agreement shall notify the other Contracting Party thereof in writing.
If the Agreement is cancelled by the Client, it shall pay the cancellation fees to the Provider; if the Agreement is cancelled by the Provider, it shall pay compensation of the same amount to the Client.
The circumstances excluding liability for failure to perform the obligation shall also be justification for termination of obligation (of the Agreement) if the circumstances excluding liability preclude the possibility of performance in due time.
Impossibility of performance caused by force majeure shall be a cause for termination of obligation. Force majeure shall include any unforeseeable and exceptional situation or event, independent of the will of the Contracting Parties, that precludes one of them from performing one or several contractual obligations, not caused by failure or negligence of either Contracting Party, which could not have been averted in spite of reasonable effort. Labour disputes or financial problems cannot be deemed to constitute force majeure unless they are a direct consequence of a confirmed case of force majeure.
Should one of the Contracting Parties be afflicted with a case of force majeure, it shall promptly notify the other Contracting Party thereof by registered mail with a confirmation of delivery or by other equivalent means, indicating the character, presumable duration and the foreseeable consequences.
If a Contracting Party could not comply with its contractual obligations due to force majeure, this shall not be deemed to be a failure to comply with the obligations resulting from the Order.
If a text is used in the press or intended for reproduction, the Client shall inform the Provider thereof. If the Client has not ordered texts intended for the press or for reproduction to be translated by the Provider, the Client shall not be entitled to damages due to errors in the text translated.

Article VIII
Particular Provisions

The Client undertakes not to contact any translator or interpreter directly without the express consent of the Provider.
If, with the Provider’s approval, any contact between the Client and a translator or an interpreter occurs, the Client undertakes not to negotiate the business terms of performing translation or interpreting services concerned or other such services.
In case of non-compliance with the obligations indicated in paragraphs 1 and 2 of Article VIII, the Client shall pay a contractual penalty of 100,000 Slovak korunas to the Provider for each case of non-compliance, even if the translation or interpreting services have been duly provided. This contractual penalty shall be without prejudice to the right to damages, even if the damages exceed the contractual penalty.

Article IX
Final Provisions

Unless provided otherwise in these Business Terms and Conditions, the legal relationships between the Contracting Parties shall be governed by the applicable provisions of the Commercial Code, Act no. 513/1991 Coll., as amended.
If the Client is a natural person or a legal entity not being an entrepreneur, the legal relations not provided for by the present Business Terms and Conditions and particular arrangements between the Contracting Parties shall be governed by the Civil Code, Act no. 40/1964 Coll., as amended, unless there is an employment relationship between the Contracting Parties.
The wording of the present Business Terms and Conditions shall be binding upon the Contracting Parties and once an Agreement is concluded, the present Business Terms and Conditions shall become an integral part thereof.
The contractual terms and conditions stipulated can only be modified or cancelled by the written agreement of both Contracting Parties in the form of an amendment to the Agreement.
The General Business Terms and Conditions of the company Agentúra ONLINE, s.r.o., shall come into force on November 1, 2008.

Mgr. Marek Farkaš
Company Executive

Services