issued pursuant to s. 273, (1) of Act No. 513/1991 Sb., the Commercial Code, as amended
I. Opening provisions
I.1. These General Commercial Terms and Conditions (hereafter “GCTC”) form an inseparable part of a master contract for the provision of translation / interpretation / guide services as entered into by and between the client and the contractor and, where no such contract is made, of individual contracts for the provision of translation / interpretation / guide services (hereafter “contract(s)”) created based on the order of the customer / client (hereafter the "client") as confirmed by the company I.L.T.S. Praha, s.r.o., Company Registration Number: 273 94 701, with registered office at: Praha 1, Washingtonova 5, Postcode 110 00 (hereafter the “contractor”).
I.2. The GCTC lay down the basic rules of the activity of the contractor as part of the provision of translation / interpretation / guide services; i.e. they lay down the basic rules and terms and conditions under which the contractor provides the client with translation / interpretation / guide services and the determination of the rights and duties of the client and the contractor (hereafter the “contracting parties”).
I.3. Part of the content of a contract between the contractor and the client is validly determined in a reference to the GCTC in accordance with the provisions of s. 273 (1) of Act No. 513/1991 Sb., the Commercial Code, as amended (hereafter the “Commercial Code”). The rights and duties of the contracting parties which are not regulated by the GCTC are governed by the regulation of the agreements of the contracting parties and by the general provisions of the Commercial Code. Where the rights and duties regulated in the GCTC differ from the rights and duties of the contracting parties arising from the agreements of the contracting parties, such agreements of the contracting parties take precedence over the GCTC.
II. The subject-matter of performance
II.1. The subject-matter of performance is the provision of services associated with the subject of business activity of the contractor, in this case particularly the creation of translations and the provision of interpretation and guide services and the services associated with these (hereafter a “job”) according to the requirements set out in the order of the client as confirmed by the contractor.
III. Orders
III.1. A contract is created between the client and the contractor based on the written order of the client as confirmed by the contractor, in that the requirement of “in writing” is respected where an order is made by fax or by electronic mail, electronic order form or another electronic medium which allows the depiction of the content of the order and the determination of the person who is placing the order (hereafter an “order”); where an order is placed using electronic media, it need not bear an electronic signature according to special legislation. An order must state the precise specification of the client in terms of given name, surname / name of company, address of place of residence / registered office of company, Birth Number / Company Registration Number, telephone contact and a precise description of the job, the term of performance, the manner of handover, the form of payment, the date and the signature of the client.
III.2. The contractor confirms the order of the client in writing, whereby the requirement of “in writing” is respected in the form laid down in the previous subsection. An order is not binding for the contractor until such time as it confirms the order to the client in writing. There are no obligations or duties arising for the contractor from an unconfirmed order.
III.3. The agreed terms and conditions of contractual relations may only be amended or cancelled with the express agreement of both contracting parties.
IV. General provisions
IV.1. Where the terms and conditions laid down in art. III of the GCTC are satisfied, the contractor undertakes to carry out the agreed job according to the order of the client, as confirmed by the contractor (hereafter a “confirmed order”), in the specified language, within the agreed term and for the agreed price and to hand over the job in the agreed manner.
IV.2. The client undertakes to receive the ordered job according to the confirmed order and to pay the contractor the agreed price of the job according to the provisions of art. VIII.
V. The handover and receipt of a job
V.1. TRANSLATION SERVICES
V.1.1. The client is obliged to receive a job done within the term and in the manner specified in the confirmed order. Where the client does not discharge its duty even at such time as it is called on by the contractor to do so, it is considered that the client duly and timeously received the job 24 hours following the sending of the call to take receipt of the job.
V.1.2. The client or a person/employee of the client whom it authorises is obliged to confirm for the contractor in writing the receipt of the completed job.
V.1.3. Where the client does not discharge its duty as laid down in subs. V.1.2. of this article and does not confirm the receipt of the job even within a time limit of 24 hours following the passing of the term of handover of the job, the contractor considers it that the client has duly and timeously received the job.
V.1.4. Where the client does not demand the delivery of the job from the contractor within 24 hours of the sending of the job, the contractor considers it that the client has duly and timeously received the job. Where the contractor receives from the client a demand for the delivery of the job, it is obliged to send the job immediately following the receipt of this demand.
V.1.5. A job is not delivered late by the contractor where the contractor repeatedly delivers the job based on the demand of the client and it is shown that the client had already received the job.
V.1.6. Where a completed job cannot be delivered in the required manner for serious reasons, the contractor is authorised to choose an alternative method of delivering the completed job, this at the expense of the client. The client is informed of such circumstances in advance.
V.1.7. Where the client refuses to receive a completed job which has been duly agreed in a confirmed order without serious reason, such a job is considered to have been fulfilled on the date of refusal to receive and the contractor is entitled to the remuneration agreed in the confirmed order and the client is obliged to pay this.
V.1.8. Where the contractor does not hand over a job within the agreed term according to a confirmed order as no fault of the contractor, particularly where the implementation of the job is associated with the performance of activity of public authorities, courts, notaries, embassies, etc., the agreed term of handing over the job is extended by the period of delay of the third parties concerned.
V.2. INTERPRETATION SERVICES
V.2.1. The client or a person/employee of the client whom it authorises is obliged to confirm to the contractor the provision of interpretation in writing immediately after this provision of interpretation in a record of interpretation, to the effect that interpretation proceeded duly and timeously and, where this is not the case, to state reservations to the interpretation provided; where no reservations are stated, it is considered that the interpretation provided proceeded duly and timeously.
V.2.2. Where the client or a person/employee of the client whom it authorises refuses to confirm the provision of interpretation in a record of interpretation, this job is considered to have been fulfilled duly and timeously on the date of the refusal of the client or a person/employee of the client whom it authorises to confirm the record of interpretation and the contractor is entitled to the remuneration agreed in the confirmed order and the client is obliged to pay this.
V.3. GUIDE SERVICES
V.3.1. The client or a person/employee of the client whom it authorises is obliged to confirm to the contractor the provision of guide services in writing immediately after this provision of guide services in a record of guide services, to the effect that guide services proceeded duly and timeously and, where this is not the case, to state reservations to the guide services provided; where no reservations are stated, it is considered that the guide services provided proceeded duly and timeously.
V.3.2. Where the client or a person/employee of the client whom it authorises refuses to confirm the provision of guide services in a record of guide services, this job is considered to have been fulfilled duly and timeously on the date of the refusal of the client or a person/employee of the client whom it authorises to confirm the record of guide services and the contractor is entitled to the remuneration agreed in the confirmed order and the client is obliged to pay this.
VI. The rights and duties of the contracting parties
VI.1. TRANSLATION SERVICES
VI.1.1. The client is obliged when ordering a job to inform the contractor of the purpose for which the job is to be used and other circumstances of the job necessary for its successful implementation such that the contractor can recommend and subsequently apply the most appropriate expert approach to processing the job (authentication of the translation with official stamp and furnishing with interpretation clause, carrying out specialised, stylistic or special pre-print proofreading etc.). Where this duty is not discharged and false information is stated in the order, no warranty claims made by the client shall be satisfied.
VI.1.2. The contractor is not liable for the possible consequences associated with breach of copyright based on a translation done according to the instructions of the client.
VI.2. INTERPRETATION SERVICES
VI.2.1. The client is obliged when ordering a job to inform the contractor of the purpose for which the job is to be used and other circumstances of the job necessary for its successful implementation such that the contractor can recommend and subsequently apply the most appropriate expert approach to processing the job (selection of an interpreter with the required specialised knowledge, selection of interpretation technology, use of the proper type of interpretation, the manner in which an audio and/or visual recording of interpretation is to taken etc.). Where this duty is not discharged and false information is stated in the order, no warranty claims made by the client shall be satisfied.
VI.2.2. The client sends materials relating to interpretation to be used for preparation by the interpreter to the contractor no later than 3 days prior to the provision of interpretation (e.g. addresses of websites relating to the interpretation, the programme, records, reports, materials from comparable previous events etc.). Where the client does not do so, any subsequent warranty claims over flaws in interpretation shall not be considered.
VI.2.3. The client is not authorised to seek from the interpreter other activity beyond that stated in the confirmed order (e.g. written translation, minutes from the meeting, carrying the luggage of guests etc.) unless the client and the contractor agree otherwise.
VI.2.4. The contractor is entitled to payment for the entire duration of the provision of interpretation even when the client does not fully use the agreed time period of the job, unless it ensues otherwise from the confirmed order.
VI.2.5. The client is obliged to ensure the proper conditions for the given type of interpretation and to provide technical assurance, unless this is ordered from the contractor.
VI.2.6. The client is obliged to ensure the transportation of the interpreter from the agreed place to the place of performance of the job in an appropriate means of transport with respect to the distance between the places, unless it ensues otherwise from the confirmed order.
VI.2.7 Where the interpreter uses his/her own transport, the client is obliged to pay the contractor the travel expenses of the interpreter in full and for the time spent travelling to the place of performance of the job, unless it ensues otherwise from the confirmed order.
VI.2.8. Where the interpreter requires accommodation, the client is obliged to ensure accommodation for the interpreter in a single room with en-suite facilities and where this is not done the contractor shall ensure it at the expense of the client, unless it ensues otherwise from the confirmed order.
VI.2.9. The client is obliged to provide the interpreter with a break for refreshments and relaxation of a minimum length of thirty minutes, this no later than after four hours of interpretation.
VI.2.10. For the purposes of these GCTC an interpretation day is understood as 8 hours including breaks.
VI.2.11. The contractor is entitled to payment for the time lost by the interpreter in relation to the provision of interpretation.
VI.2.12. The contractor is not liable for the possible consequences associated with breach of copyright based on interpretation provided according to the instructions of the client.
VI.3. GUIDE SERVICES
VI.3.1. The client is obliged when ordering a job to inform the contractor of the purpose for which the job is to be used and other circumstances of the job necessary for its successful implementation such that the contractor can recommend and subsequently apply the most appropriate expert approach to processing the job (selection of a guide with the required specialised knowledge, selection of guide technology, use of the proper type of guide service, the manner in which an audio and/or visual recording of guide services is to taken etc.). Where this duty is not discharged or false information is stated in the order, no warranty claims made by the client shall be satisfied.
VI.3.2. The client sends information about the required route for guide services and other related circumstances to be used for the preparation of the guide services in question to the contractor no later than 3 days prior to the provision of guide services. Where the client does not do so, no warranty claims made by the client shall be satisfied.
VI.3.3.The client is not authorised to seek from the guide any other activity beyond that stated in the confirmed order, unless the client and the contractor agree otherwise.
VI.3.4.The contractor is entitled to payment for the entire duration of the provision of guide services even when the client does not fully use the agreed time period of the job, unless it ensues otherwise from the confirmed order.
VI.3.5.The client is obliged to ensure the proper conditions for the given type of guide service and to provide technical assurance, unless this is ordered from the contractor.
VI.3.6.The client is obliged to ensure the transportation of the guide from the agreed place to the place of performance of the job in an appropriate means of transport with respect to the distance between the places, unless it ensues otherwise from the confirmed order.
VI.3.7.Where the guide uses his/her own transport, the client is obliged to pay the contractor the travel expenses of the guide in full and for the time spent travelling to the place of performance of the job, unless it ensues otherwise from the confirmed order.
VI.3.8.Where the guide requires accommodation, the client is obliged to ensure accommodation for the guide in a single room with en-suite facilities and where this is not done the contractor shall ensure it at the expense of the client, unless it ensues otherwise from the confirmed order.
VI.3.9.The client is obliged to provide the guide with a break for refreshments and relaxation of a minimum length of thirty minutes, this no later than after four hours of guide services.
VI.3.10. For the purposes of these GCTC a guide day is understood as 8 hours including breaks.
VI.3.11. The contractor is entitled to payment for the time lost by the guide in relation to the provision of guide services.
VI.3.12. The contractor is not liable for the possible consequences associated with breach of copyright based on guide services provided according to the instructions of the client.
VI.4. GENERAL
VI.4.1.The client is obliged to inform the contractor of all circumstances having a decisive influence on the discharge of its obligation to payment for a job. The client is obliged to inform the contractor particularly in the case that a petition is filed for insolvency proceedings against the client, that it is declared insolvent or that it is entering liquidation or of other acts leading to the cessation of activity by the client, of the ordering of enforcement against the client or of the ordering of the execution of a decision against the client.
VI.4.2.The contractor undertakes to maintain in confidence all dealings associated with the subject-matter of performance and further undertakes to consider all materials which the client submits to it to be the subject of trade secrecy. Information which is publicly known or publicly available or information which must be communicated to a third party according to legislation or the decision of the court having jurisdiction or another authorised body of public administration is not considered a trade secret.
VII. Warranty claims
VII.1 Translation / interpretation / guide services are flawed when not provided in accordance with the order. Otherwise it is considered that a job has been duly done.
VII.2 Warranty claims are lodged in writing. A written warranty claim must specify the reason for the claim and state the nature of the flaws or document these with records. Under no circumstances does lodging a warranty claim entitle the client to not respect the due date of invoices for a job done.
VII.3 Where the contractor recognises a warranty claim of the client as justified, the client is provided an adequate discount on the price.
VII.4 Where a dispute arises between the contracting parties to concern the legitimacy of the timeously made claims of the client regarding liability for flaws, the contracting parties undertake to resolve such a dispute extra-judicially in the form of an expert report by an independent arbiter. In this case the size of any discount depends on the outcome of the expert report.
VII.5 The contractor and the client are obliged to pay in the same amount the deposit associated with the compilation of an expert report by an independent arbiter under the provisions of subs. VII.4, whereby the final bill is settled according to the degree of success in claims proceedings.
VII.6 The contractor is liable for any damage caused by flaws to a job done to a maximum of the price of the job.
VII.7 Claims arising from liability for flaws lapse where they are lodged late.
VII.8 The client is obliged to lodge claims for flaws to a particular job with the contractor in writing within 3 days of ascertaining the flaws and no later than 14 days following the delivery / provision of the job.
VII.9 Claims are late if lodged following the passing of the time limit specified in subs. VII.8, at which time the entitlement to make a warranty claim lapses.
VIII. The price of a job
VIII.1 The material used in pricing a job is the valid price list of services of the contractor and the manner stated there for calculating the price. Discounts provided to regular customers, bulk discounts and one-off discount special offers are also regulated in the price list.
VIII.2 The overview of cancellation fees presented in the price list of services of the contractor is decisive in determining the size of cancellation fees where the client cancels an order.
VIII.3 Where the provisional price of a job draws only on an estimate of the number of units, the price is governed by the actual number of units of the delivered service (characters of text, hours, standardised pages etc.) in accordance with the order. Where a price offer is made with a guaranteed price, the price according to the price offer is final and binding for both contracting parties.
VIII.4 All prices stated in the price list of services are in CZK and are exclusive of VAT. The statutory amount of VAT is added to the final price of a job.
VIII.5 The price list of services of the contractor – of the relevant place of business – is an inseparable part of these GCTC.
IX. The terms and conditions of payment
IX.1 The contractor is authorised to issue a tax document including the statutory VAT at such time as a job according to a confirmed order is completed.
IX.2 The document for the payment of the price of a job is the tax document issued by the contractor, which is due on the date specified in this tax document.
IX.3 Where the client is in delay with the payment of an invoice, the contractor is entitled to 0.5 % of the outstanding sum for each day of delay.
IX.4 The contractor is authorised to issue the client with a deposit invoice, which is due within the term specified in the invoice.
IX.5 Where the client should discharge a number of obligations to the contractor by virtue of jobs done and the performance provided is not sufficient to discharge all obligations, the payment received is allocated to the job due earliest and the appurtenances to that job, even where the client specifies otherwise.
X. Withdrawal from a contract and compensation
X.1 Each of the contracting parties has the right to withdraw from a contract at such time as, following the entering into of contractual relations, irremovable obstacles arise on their side which prevent the discharge of obligation. Withdrawal from the contract is effective for the other contracting party with the delivery of a written expression of will of the first contracting party regarding withdrawal from the contract.
X.2 Where the client withdraws from a contract, it is obliged to pay the contractor a cancellation fee. The size of the cancellation fee ensues from the price list of services of the contractor.
X.3 The contractor is not liable to the client for damage which the client incurs on account of failure to implement a made contract where this occurs due to unforeseeable and unavoidable events which the contractor is unable to prevent.
X.4 The contractor and the client lay down the limitation of compensation (to eliminate doubt the limitation of compensation is understood to be the maximising of the extent of all damage which the client may incur by virtue of the implementation of a job by the contractor and by virtue of the very existence of a completed job according to a confirmed order) at a maximum of 100 % of the price of the job, whereby they concurrently exclude compensation for indirect damage. The client is aware and takes into consideration that such limitation of compensation and its amount correspond to its possible foreseeability in accordance with s. 379 of the Commercial Code.
XI. Special provisions
XI.1 The client undertakes that it shall not contact the freelance translators / interpreters / guides of the contractor without the express consent of the contractor. The relevant place of business of the contractor and its personnel are exclusively competent for all matters in relation to a particular job. This concerns specialised matters and commercial matters. Any agreements made other than through a place of business of the contractor are invalid and do not give rise to any obligations for the contractor.
XI.2. The contractor is not liable for the possible consequences associated with breach of copyright based on the implementation of a job according to an order.
XII. Saving clause
XII.1 Where any provision of these General Commercial Terms and Conditions or of a contract to which these are an annex should be or become invalid or ineffective or is found to be such or is duly declared to be such in the lawful decision of a competent body (hereafter the “concerned provision”), this shall not affect the force and effect of these terms and conditions or of that contract as a whole. If required, needed or mandatory as a result of the decision of a competent body, the contracting parties undertake to replace such a concerned provision with a new valid and effective provision whose nature and content best replaces the intended purpose of the concerned provision.
XIII. Final provisions
XIII.1. The wording of these GCTC is binding for the contracting parties unless it ensues otherwise from these GCTC.
XIII.2. The contractor is authorised to unilaterally amend or supplement these GCTC. The up-to-date wording of the valid and effective GCTC is available to the client on the website of the contractor. Any amendments or additions to these GCTC become effective on the date of issue of the up-to-date GCTC and their publication on the website of the contractor.
XIII.3. Before sending an order to the contractor the client undertakes to familiarise itself with the up-to-date price list of services of the contractor and the up-to-date GCTC of the contractor, which are binding for contractual relations as of the date of their coming into effect, and by sending an order to the contractor confirms that it is familiar with the up-to-date price list of services of the contractor and the up-to-date GCTC of the contractor.
XIII.4. The court having subject-matter and local jurisdiction according to the registered office of the contractor is invariably the court having jurisdiction over the resolution of judicial disputes.
XIII.5. These commercial terms and conditions are, in accordance with s. 273 of the Commercial Code, considered the General Commercial Terms and Conditions of I.L.T.S. Praha, s.r.o., with its registered office at Washingtonova 5, 110 00 Praha 1, Company Registration Number: 27394701, and are valid, effective and binding for all its places of business and for the client from 01.04.2009 until such time as, if required, they are replaced by a new version.
These Commercial Terms and Conditions were published on 01.04.2009.