General Terms and Conditions

Issued in accordance with Section 272(1) of Act No. 513/1991 Coll.

I. Establishment and Conditions of Contractual Relationship

These General Terms and Conditions constitute an integral part of the contractual relationship between the Client and Agentura SPA s.r.o. (hereinafter referred to as "Contractor").
The contractual relationship between the Client and the Contractor is established by a written order. A written order may be placed by mail, fax, electronic mail, or in person. In exceptional cases, the contractual relationship may be established by an order placed verbally or by telephone.
Unless the Contractor informs the Client within eight working hours after receiving an order that some conditions of the order are unacceptable, the Contractor is deemed to have agreed to the conditions stated in the order.
If the Contractor does not accept some conditions of an order pursuant to paragraph 3 above, the contractual relationship will not be established until the contracting parties reach an agreement on the disputed conditions.
Moreover, the contractual relationship is established when the Client accepts conditions outlined in a counterproposal made by the Contractor.
Changes and additions to agreed conditions of the contractual relationship must be made solely by means of an express written or verbal agreement of both contracting parties.
The Contractor agrees to maintain confidential all information the Client provides to the Contractor in connection with the contractual relationship. All documents the Contractor receives from the Client are considered confidential.
The Client is fully liable for any and all copyright violations committed in connection with the contractual relationship.

II. Subject Matter

The subject matter is the provision of the Contractor's services, namely the translation of texts and the provision of interpreting services in accordance with the conditions outlined in Article I above.
The Contractor agrees to perform work in accordance with the contractual conditions, namely to provide services in the agreed language and form by the agreed deadline.
By placing a written order, the Client agrees to accept completed translations and pay the Contractor a price calculated in accordance with Article IV(2) of these General Terms and Conditions.

III. Time of Delivery and Acceptance of Work, Deadlines

The Client must accept a completed translation at the time and in the manner specified in the order.
The Client or an employee assigned by the Client must confirm in writing the acceptance of a completed translation immediately after receiving it.
If the Client fails to fulfill the duties specified in paragraphs 1 and 2 within 24 hours of the time of delivery or fails to claim in writing the delivery of a translation within this period of time, the Client is deemed to have received the work in a proper and timely manner.
If the Contractor receives a claim concerning the delivery of a translation in the sense of the preceding paragraph, the Contractor must resend the translation to the Client immediately.
If the Contractor sends a translation based on a claim made in accordance with the preceding paragraph and demonstrates that the translation was already sent to the Client prior to the agreed deadline, the translation is deemed to have been delivered in a timely manner.
If a completed translation cannot be delivered in the agreed manner, the contracting parties will agree on an alternative manner of delivery.
If it is impossible to agree on an alternative manner of delivery in advance, the Contractor will be entitled to decide an alternative manner of delivery. In such a case, the delivery cost will be billed to the Client.
If the Client fails to accept a completed translation without stating a serious reason accepted by both contracting parties, the order is deemed completed. In such a case, the Contractor will be entitled to bill the Client for the work, and the Client must pay the price of the order in full.

IV. Price List and Price of an Order

The Contractor's current price list can be obtained from the Contractor at any time. The Client is entitled to request a copy of the price list, and the Contractor must provide the same to the Client without delay. The price list constitutes an integral part of the General Terms and Conditions.
The price of an order is calculated based on the Contractor's current price list in the manner outlined in the price list.
If the contracting parties expressly agree on a different price (individual price), the price agreed this way applies.
VAT at the currently effective rate is added by the Contractor to all prices.

V. Payment Terms

On the day a translation is completed, the Contractor is entitled to issue an invoice billing the Client for the price of the work.
The price is payable by the date specified in the invoice.
In the event of a delay in payment, the Client must pay to the Contractor in addition to the price a delay charge of 0.05% of the sum owed for every day of delay. A late payment is first applied against the delay charge, as specified in the preceding sentence, and the remaining portion is used to pay the price.
When establishing the contractual relationship, an advance payment may be agreed. In such a case, the Contractor will issue to the Client an invoice for the advance payment payable by the due date specified in the invoice, and the Client must make such an advance payment.

VI. Complaints

At the time of placing an order, the Client must inform the Contractor about the purpose for which the service is to be used (for example, the publishing of text or the use of translated text or interpreting for communication with authorities). By failing to do so, the Client forgoes the right to make a complaint for reasons relating thereto.
If the Client requires the use of specialized terminology, vocabulary, and abbreviations, before translation work begins, the Client must complete an overview of the terminology in the applicable language, provide the Contractor with adequate supporting materials, or assign a person who will be available for consulting technical terminology.
By failing to comply with the conditions specified in paragraphs 1 and 2 of this Article, the Client forgoes the right to make a complaint for reasons relating thereto.
A completed translation is deemed defective and a complaint concerning the same can be made if the translation is not completed in accordance with the conditions of the contractual relationship.
Further, a completed translation is deemed defective if it does not have an adequate grammatical or factual quality.
If the conditions of the preceding paragraphs 4 and 5 are not fulfilled, a translation is deemed to have been completed properly.
All complaints must be made in writing and specify the reason, i.e. contain a specific list of claimed defects.
If the Contractor accepts a complaint made in accordance with paragraphs 4, 5, and 7 with regard to a translation, the Contractor must without delay secure a correction of the defects at its own expense.
If the Contractor accepts a complaint and a correction in the sense of paragraph 8 is impossible, or the Client refuses an offer to correct the deficiency, the Client will be entitled to a commensurate discount on the price of the translation. The discount will be calculated based on an expert assessment completed by the Contractor.
In the event of a dispute between the contracting parties concerning whether the Client's complaints were made in a proper and timely manner and whether the Contractor is liable for defects in the sense of paragraphs 4 and 5 of this Article, the contracting parties agree to seek an amicable resolution by requesting an expert assessment of an independent expert selected from the list of court-appointed translators and interpreters administered by the Municipal Court in Prague based on an agreement of both contracting parties. The cost of completing such an expert assessment will be divided equally between the contracting parties. In such a case, the discount will be calculated based on the expert assessment.
The Contractor is liable for any damages demonstrably caused by defects on a completed translation up to the price of the translation.

VII. Deadline for Making a Complaint

Rights relating to liability for damages expire if exercised late.
The Client must make any complaint concerning a defect to the Contractor without delay after ascertaining the same, but no later than 15 days after accepting a completed translation pursuant to Article III of these General Terms and Conditions.
Complaints made after the deadline specified in paragraph 2 above will be deemed to have been made late.

VIII. Withdrawal from the Contract

In the event of insurmountable obstacles preventing the fulfillment of contractual obligations, both contracting parties are entitled to unilaterally withdraw from the contract.
Withdrawal from the contract must have a written form.
If the Client withdraws from the contract, the Client must pay the Contractor a cancellation fee in accordance with the Contractor's current price list.
The Contractor is not liable to the Client for any damages incurred as a result of a failure to fulfill a contractual obligation if such a situation occurs due to reasons which the Contractor could not foresee or prevent.

IX. Special Provisions

Barring an express permission of the Contractor, the Client is not entitled to directly contact the translator or interpreter assigned to complete the work.
In the event that contact between the Client and the translator or interpreter takes place with the Contractor's permission, the Client expressly agrees not to discuss with the translator or interpreter the business terms of the order.
Further, the Client expressly agrees to inform the Contractor without delay of every additional arrangement with a translator or interpreter.
In the event of a violation of contractual duties in the sense of paragraphs 1 to 3 above, the Client must pay the Contractor a conventional fine of CZK 100,000 per every individual case of violation, regardless of whether an order is properly completed or not.

X. Miscellaneous

Contractual relations between the Client and the Contractor not expressly defined in these General Terms and Conditions are subject to the relevant provisions of the Commercial Code.
The contracting parties acknowledge the binding nature of these General Terms and Conditions.
Pursuant to Section 273 of the Commercial Code, these General Terms and Conditions are deemed to constitute the General Terms and Conditions of the company Agentura SPA s.r.o., Business Identification No. 25648276, with its registered office at Na Santince 2, Prague 6.
These General Terms and Conditions take effect on 1 November 2001.

Prague, 1 November 2001

Agentura SPA s.r.o.
Ing. Jiří Spěváček, Executive