General Terms and Conditions
General Terms and Conditions valid as of 24. 10. 2019
1. These General Terms and Conditions (hereafter also „GTC“, issued according to Section 2586 et seq. of the Act no. 89/2012 Coll., the Civil Code (hereafter „CC“) will apply to the activities of NK Expand s.r.o., Poštovská 68/3, 602 00 Brno, Company ID: 09 154 001, TAX ID: CZ09 154 001 (hereafter the „Contractor“) and natural persons or legal entities (hereafter „Client“ or „Clients“), who order language, marketing or other services (hereafter „Services“) from the Contractor.
2. Both the Contractor and the Client (hereafter also the „Parties“) undertake to comply with these Terms and Conditions.
3. These General Terms and Conditions form an integral part of any written contract for work concluded between the Client and the Contractor, if such a contract was made. Differing clauses in a concluded contract for work will take precedence over the wording of these General Terms and Conditions.
4. The agreement between the Client and the Contractor is established even without concluding a written contract for work, on the basis of a written order, which was confirmed (approved) by both the Client and the Contractor. Such approved order is binding and these General Terms and Conditions form an integral part hereof. A written order is also considered an order sent or confirmed electronically or an order made via a web-based form on the Contractor's website.
II. Ordering and Specification of Services
1. The Client orders Services from the Contractor based on individual orders. Such order must contain the following information:
- invoicing and contact information of the Client, including the identification and contact information of the Client's contact person,
- company identification number and tax identification number, if the Client acts on behalf of an business entity and if the entity is a VAT payer,
- the subject of language Services (including the language combination), marketing or other Services,
- the total number of units, unit price, total price and date of execution,
- the purpose for which the translation will be used – this concerns in particular any possible public presentation or publishing of the result of the order, its legal or other use, which requires the performance of applicable quality controls and proofreading; if the Contractor is not notified of this purpose, the result of the order is deemed to be intended for general purpose, not for publishing),
- requirements for expert or specific terminology – if the source text contains expert terms, special company terms, less known abbreviations etc., the Client is obliged to give the Contractor a list of the relevant terms in the applicable language, to provide the Contractor with auxiliary materials with approved terminology (reference texts) or to allow consulting the terminology with an authorized staff member of the Client,
- requirements for graphic execution of the result of the order – the Client is obliged to state, whether they require any specific graphic form and to exactly specify, how the order result is to be graphically arranged (e.g. how should descriptions of pictures be translated etc.).
2. In case an order issued by the Client does not contain all the above stated details, or if it contains incorrect information, the Contractor will issue and hand over to the Client an order supplementing the missing or correcting the incorrect information. Both Parties will confirm the order.
3. By sending the Order the Client confirms their consent will all articles of these Terms and Conditions. An order is placed upon delivery of the electronic form from the Contractor's website, e-mail containing the order or confirmation thereof, or as the case may be, upon placement over the phone or in person.
4. The Contractor undertakes to confirm receipt of the order without undue delay, however, no later than within 24 hours after its delivery. In case the order is not delivered due to failure of communication channels (e.g. e-mail being out of order due to power or internet connection outage), the Contractor will not be liable for failure to deliver or late delivery of the order or execution and dispatching of the ordered Service.
III. Cancellation Terms
1. In case an individual order of Services is cancelled, the Client will pay the already executed portion of the work.
2. The Contractor and the Client are entitled to cancel an individual order of Services also by a written agreement of the Parties or in case of a vis major event. In such case the obligation to pay the cancellation fee does not apply.
IV. Rights and Obligations of the Contractor and the Client
1. The Contractor undertakes to perform Services at their expense and risk for the Client according to the Client's requirements. The Contractor reserves the right to refuse an order, contents of which are contrary to the Constitution of the Czech Republic, laws of the Czech Republic, legislation of the European Union, the Charter of Fundamental Rights and Freedoms, good morals, or which promotes violence, racism or racial intolerance.
2. The Client undertakes in each case to duly convey to the Contractor a requirement for performing the Service along with background documents for such Services, which will be eligible for the performance thereof, to duly accept the Services from the Contractor and pay to the Contractor the agreed price.
3. The Contractor undertakes to perform the Services with professional care. They undertake to comply with the applicable regulations, requirements of the Client and provisions of these GTC. The Contractor will perform the requested Services only through professionally competent persons speaking the relevant language, including the expert terminology, under Contractor's personal management. The Contractor is responsible for due and timely performance of the ordered Services.
4. The Contractor is obliged to caution the Client without undue delay about unsuitable nature of items received from the Client in order to perform the Services and about unsuitable nature of the Client's requirements, if the Contractor could identify such unsuitability while employing professional care. If the unsuitable items or requirements prevent due performance of the Services, the Contractor is obliged to suspend performance of the Services in the necessary extent or to cease it completely until such time as the unsuitable items are replaced or the unsuitable requirements are repealed, or until the Contractor receives a written notice saying that the Client insists on adhering thereto. The deadline for performance will be extended by the time of such suspension.
5. The Contractor will not be liable for any defects caused by adhering to the instructions given by the Client, if the Contractor notified the Client about unsuitable nature thereof and the Client insisted thereon, or if the Contractor could not identify such unsuitable nature thereof.
6. The Contractor is obliged to maintain confidentiality of the contents of all documents and materials received from the Client in order to perform the Services, and undertakes to treat them as confidential information in the sense of trade secret. The Contractor reserves the right to use a sample of the source and translated text as reference on their website. The Contractor undertakes that such sample will not contain any sensitive or personal information of the Client.
7. In case the translated text is designated for further reproduction or publishing (e.g. print and distribution of presentation materials, websites etc.), the Client is obliged to notify this fact to the Contractor in advance, no later than with the order of the respective translation. If the Client fails to notify the Contractor of this matter and if the order does not include a follow-up language and pre-print proofreading of the relevant translation, the Client acknowledges that the translated text without the language and pre-print proofreading is not eligible for further reproduction or publishing.
8. The Client undertakes not to directly contact the supplier of language, marketing or other Services without consent of the Contractor. If the Client contacts the supplier of the Services with consent of the Contractor, the Client undertakes not to discuss with them matters regarding the terms and conditions of the performed Service. The Client undertakes to notify the Contractor about any changes or new arrangement regarding the ordered Services agreed between the Client and the supplier of the Services, if applicable.
9. The Client agrees with their name or business name being used in marketing and business materials of the Contractor.
10. The Client gives the Contractor permission in compliance with the Act no. 101/2000 Coll., on Personal Data Protection, with storage and processing of their personal data provided to the Contractor, specifically for internal needs of the Contractor, for performance of the Contractor's obligations imposed by the laws of the Czech Republic, and for the purpose of business communication, for a period ending by withdrawing this consent (however, no longer than for a period of ten years).
V. Vis Major
1. The Client and the Contractor may not be held liable for failure to comply with their respective contractual obligations caused by vis major events. The term vis major is understood as effects of unforeseeable events occurring after the Services are negotiated, which are outside the possibilities of the Parties to handle them, or against which the Parties are unable to adopt sufficient countermeasures, such as e.g. strikes, lockouts, blockades, war or threat war, piracy, call-to arms, coups, anti-government insurrections or civil unrest, epidemics, terrorist attacks, natural disasters, embargos, shortage of raw materials, water or energy, natural disasters of such scale that prevents fulfillment of contractual obligations of either Party.
2. The Party invoking a vis major event is obliged to notify the other Party without undue delay about the event, its start and estimated duration. Similarly, the end of the event must also be notified.
3. The Party subject to the vis major event must adopt appropriate measures to limit or mitigate the impact of such events and must present the other Party with a detailed plan thereto. Both the Client and the Contractor must cooperate to prevent any delays or any other negative effects. The Party invoking vis major event is obliged to document in detail the impact thereof on the fulfillment of the relevant provision of the order.
VI. Price Terms
1. The Client undertakes to pay the Contractor the agreed price for performing the Services.
2. The total price applicable to translation services is set according to the volume of text. In case of translations, proofreading, i.e. all language Services of written nature the price is set according to the number of source words or standard pages of the source text, or by agreement. One standard page contains 1800 keystrokes (characters including spaces).
3. The calculation made by the Contractor is done on the basis of text sent or made accessible by the Client. If the document, for which the Contractor makes the calculation, contains hidden or otherwise inaccessible texts, these will not be included in the Contractor's price calculation.
4. If the source text provided by the Contractor is in a format not allowing to electronic character count or if it is in printed form, the Contractor will estimate the text volume for translation for the purpose of price calculation. The final price of the translation will be calculated by the Contractor according to the actual number of keystrokes in the translated text (in the target language).
5. Unless the Client and the Contractor agree otherwise, the price is charged according to the judicial translation and judicial certification according to the number of physical pages of the document to be translated. If the extent of text on 1 physical page exceeds 1 standard page (1800 characters including spaces), this physical page will be charged according to the actual number of standard pages contained therein.
6. A separate price calculation applies to each language combination subject to translation.
7. The price is set per unit by agreement of the Parties via an order issued in compliance with these GTC. A regular price may be increased by agreement between the Contractor and the Client, if the source text contains a large number of grammar errors, it difficult to read, contains ambiguous unclear information, it is written in expressive or vernacular style etc.
8. All prices quoted by the Contractor are excluding VAT at the applicable statutory rate.
VII. Manner of Delivery
1. The manner of delivery of the performed Service is subject to agreement between the Client and the Contractor. In case the Service is delivered in printed form (e.g. judicial translation), one order corresponds to exactly one copy, unless agreed otherwise between the Client and the Contractor.
2. The Contractor is not liable for non-delivery of the performed Service on the account of power or internet connection outage or other matters preventing the delivery, which the Contractor has no control over.
3. In case the Service is delivered by mail or courier, the moment of delivery is deemed to be the date and time of dispatch by the Contractor.
4. The Client undertakes to confirm acceptance of the performed Service immediately after its receipt. If the Client fails to confirm acceptance of the performed Service within 24 hours after dispatch by the Contractor, the Client will be deemed to have duly and timely received the performed Service.
VIII. Payment Terms
1. The Contractor will issue an invoice for the performed Service to the Client, due date of which is 14 days after the issue date, unless agreed otherwise. The Client will pay the invoiced sum to the bank account of the Contractor.
2. The Client agrees that in case of default of the Client with payment of the invoiced sum for the performed Service the Client will be obliged to pay to the Contractor a contractual penalty in the amount of 0.05% of the amount owed per each day of default.
3. The Client is obliged to notify the Contractor about all circumstances that could affect their payment for the performed work. The Client is also obliged to notify the Contractor in case a decision on declaration of bankruptcy is made concerning their assets or in case they enter liquidation.
4. The Contractor is entitled to issue a pro forma invoice to the Client before commencing the work or in the course of performing the work. The pro forma invoice is payable on the due date stated on the invoice.
5. The Contractor reserves the right to suspend the work in case the pro forma invoice is not paid by the Client. The deadline for performance will be extended by the time of such suspension.
6. The Client agrees that ownership of the performed Service is conveyed to them only after full payment of the whole price for the performed Service. Until such time the performed Service is the property of the Contractor.
1. The Client undertakes to verify the quality of the Services performed by the Contractor without undue delay after receiving the Service. In case the Service is delivered by the Contractor in unsatisfactory quality, extent or time, the Client is entitled to file a complaint against such Service, however, no later than 30 net days after the day of delivery of the performed Service.
2. The complaint against a performed Service may be filed in person, over the phone or via electronic mail. The complaint must contain the specific reason for the complaint, description of the nature of defects including the marking of their occurrence and as the case may be, proposal for handling the complaint.
3. The performed Service has defects, if it is not executed in compliance with the order or in the adequate quality. In other cases the Service is deemed to be provided duly.
4. The Contractor is obliged to review the grounds for the complaint and to assess its justification. The Contractor is obliged to give reasoning for their assessment. If the Contractor determines the complaint is justified, the Contractor will rectify the defects at their own expense or provide adequate discount to the Client corresponding to the nature and extent of the defects.
5. The Client is not entitled to file the complaint more than once or to file it against defects that were rectified by the Contractor within the agreed time.
6. In case a dispute arises between the Contractor and the Client regarding the justification of claims of the Client to seek liability of the Contractor for defects or regarding the amount of discount, both the Contractor and the Client undertake to settle such dispute in out-of-court manner, in the form of an expert opinion of an independent court expert appointed by agreement between the Contractor and the Client. Both Parties will be acquainted with the price for elaboration of the expert opinion before its realization. The Contractor and the Client will be obliged to make an advance payment for elaboration of the expert opinion to the independent court expert in the same amount. In case the complaint is justified, the costs for elaboration of the expert opinion will be borne by the Contractor, in case the complaint is unjustified, the costs will be borne by the Client.
7. In case of a justified complaint the amount of discount from the price for the performed Services will be determined on the basis of the expert opinion. The Contractor will be liable for any damage caused by the defects of the provided Service up to the amount of the price of the Service.
X. Other arrangements
1. The contractual relationship between the Client and the Contractor shall be governed by the legal order of the Czech Republic.
2. In matters not provided for by the particular purchase order and these General Terms and Conditions, the contractual relationship between the Client and the Contractor shall be governed by Act no. 89/2012, Coll., The Civil Code.