General terms and conditions
TLC - Top Language Centre, s.r.o.
Translation Division – translations and interpreting
1. General provisions
These General terms and conditions, hereinafter referred to as "General terms and conditions" apply to the activities of TLC-Top Language Centre, s.r.o., having its registered seat at Františkánská 6, 602 00 Brno, correspondence address Lidická 40, 602 00 Brno, Business Identification Number: 27252973 (hereinafter referred to as the Provider) and the individuals and legal entities (hereinafter referred to as the Client ) ordering services of the Provider.
The subject-matter of the performance is translation and interpreting services.
The Client and the Provider (hereinafter referred to as parties) are obliged to comply with these General terms and conditions.
The General terms and conditions are an integral part of the contract or order made between the Client and the Provider.
The Provider treats all the information and documents provided by the Client for an order in strict confidence and undertakes not to disclose them to any unauthorized person. Authorized persons are employees of the Provider as well as his subcontractors, who signed a contract with confidentiality clause with the Provider. The Provider is not responsible for any consequences following the breach of copyright caused by the Client.
Provided that all the stated terms and conditions are met, the Provider undertakes to execute the order and submit it to the Client at an agreed time.
The Client undertakes to take the executed order at an agreed time and pay the Provider an invoice when it is due.
2. Contractual relationship for translations and interpreting
Due to the diversity of co-operation between the Client and the Provider, for the provision of translation and interpreting services it is required that each project be made according to the master contract and suborders or only according to orders. An order may be written, sent online or an electronic order form, which the Client completed and sent from the website of the Provider.
The order must contain the following essentials:
- name of the Client including the legal status of the company or a name and surname of an individual
- correct correspondence address and invoice address
- Business Identification Number and Tax Identification Number
- name and surname of the Client and his contact information
- specification of the translation and interpreting
- requested deadline for delivery of the translation or the date of interpreting
- requirements for text modifications (proofreading, graphical layout, etc.)
The Provider is obliged to confirm the written order ( or the electronic order which is considered the equivalent of the written one ).Once the order is confirmed in writing, it becomes valid.
The Client is entitled to free unbinding price quotation and time schedule based upon the enquiry sent to the Provider.
3. Translations
3.1. Definitions
Translation – written conversion from a source language into a target language.
Interpreting – oral reproduction from a source language to a target language.
Source language – language in which the source text is written.
Source text – text to be translated.
Source word – word from the text which is to be translated.
Target language – language, in which the target text is written.
Target text – text, which is translated.
Target word – word from the translated text.
Sworn translation (certified, official, legalized or incl. translator’s clause) – translation executed pursuant to Act No. 36/1967 Coll. on Experts and Interpreters, by a translator appointed by a respective regional court. A sworn translation is inseparably bound with the original document or with a certified copy of the submitted original and is therefore only in paper form, not electronic. The Client must present the original or the certified copy of the original document. Copies of original documents are certified by notaries and municipal authorities.
Apostille – document attached to the document, which is to be certified, verifying the authenticity and validity of the document. It is a higher-level certification of the document – legalization (verification of the official seals and official signatures) for the purpose of its use abroad. If a sworn translation is apostille-certified, it is verified if the sworn translator is properly registered.
Superlegalization – higher-level certification of a certified (legalized) document in the state, in which the document is to be used. It is not needed for countries bound by Hague Convention or for countries with which the Czech Republic signed the bilateral contract. In such a case the Apostille is the final certification.
Proofreading – correction or editing of the source or target text as to its grammar, orthography and logical flow.
Basic proofreading - checks the standard of the translation, its grammar, completeness and graphical layout. It corrects small mistakes and typing errors.
Proofreading by experts in the relevant field – checks the translated text for appropriate use of field terminology and term integrity with the aid of provided or compiled terminology dictionary, referential text or in another way.
Correction of style - checks style and syntax (e.g. word order in sentences, clarity and readability of the text for the defined purpose, target country and target reader).
Pre-print correction – removes errors of typography (after the processing in DTP studio, after the conversion to HTML format, etc.), e.g. incorrect division of words at the end of a line, image or text displacement, text completeness, diacritics).
Graphical layout – graphical layout of texts and images in the requested form in the respective graphic editor.
One standard page (1 SP) – is 1,800 characters including space in the source text.
Working hours for receipt of orders in the Provider’s office – from 8 a.m. till 4 p.m. of the Central European time (CET) on working days, i.e. Monday till Friday.
4. Manner of performance
Provided that all the terms and conditions herein are met, the Provider undertakes to execute the order and submit it to the Client at an agreed time.
The Client undertakes to take the executed order at an agreed time and pay the Provider an invoice when it is due.
The Provider charges the Client for ordering translation services basic rates and sets a standard deadline for completion provided that the source text is a general, understandable, well-readable text in standard format without any special graphic modifications. If it is a graphically more demanding text and format (e.g. images, PDF file), the Provider has the right to request an extended deadline for the translation or charge an additional fee. If the Provider has the text from the Client before the work is started, he is obliged to notify the Client of more demanding graphical layout of the text and agree appropriate terms (extended deadline, charge for graphical layout, etc.). If the Provider does not have the text before the work is started and a more demanding graphical layout becomes apparent only in the course of the work itself, he has the right to request extension of deadline or additional charge during the translation execution.
The Client is aware that the title to the translation is bestowed upon him only after his payment of the total price for the work done and until it is done, the translation is in the ownership of the Provider.
If it is a copyright translation pursuant to the Copyright Act, i.e. copyright work produced by creative adaptation of somebody else’s work, including a translation into another language, the parties are also bound by the provisions of the Copyright Act ( Act No. 121/2000 Coll.).
4.1. Terms for delivery and acceptance of the executed work
The Provider is obliged to confirm the receipt of an enquiry or order in the shortest time possible after its receipt with respect to his working hours. If the enquiry or order is delivered at the end of the working hours or after, the Provider shall send the confirmation the following working day.
The Client is obliged to accept the work performed at the time and manner stated in the order or contract.
The Client is obliged to confirm the receipt of the work performed immediately after its acceptance.
If the Client does not confirm the receipt of the work performed and does not claim its delivery in 24 hours, the Provider considers the work properly and in time accepted and received by the Client.
If the Provider receives the Client’s justified reminder for the delivery of the work performed, he is obliged to send it immediately after the receipt of this reminder.
If the Client demands a delivery of the work performed and the Provider proves that it was sent at the agreed time and manner, it is not a late delivery.
If the Client refuses to accept the duly executed work without any material reason acknowledged by both parties, the work performed is considered to be duly accepted. The Provider has the right to issue an invoice, which the Client is obliged to pay.
If the Client chooses to have the translation delivered by post, courier service etc., the Provider is not responsible for miscarriage, late delivery or failed delivery. If the Client requests to have the translation sent by post, an additional charge for packing and postage pursuant to the terms of forwarding agencies will be included in the overall price.
4.2. Rights and duties
The Client is obliged to inform the Provider about the purpose for which he will use the translation. It is mainly in the case of public presentations or publication of the translation (in print or on a website) or its legal use (e.g. use of a contract for a legal act ) or other purposes which require appropriate proofreading and also another use pursuant to the Copyright Act.
If the Provider is not informed about the purpose for which the translation will be used, it is assumed that the translation is designed for some general purpose and not for publication. Should any complaints arise for reasons which are related to the purpose of use of the translation, they shall not be considered. If the Client wants to use the translation for the publication or other than general purpose, the order must state appropriate proofreading. For "proofreading" see Definitions.
If the source text for translation contains specialized vocabulary, specialized company terms, unusual abbreviations etc., the Client is obliged to give the Provider a list of all the relevant terms in the source language, additional materials with approved terminology (referential texts) or arrange for a consultation of this terminology with a worker authorized by the Client. Should the Client fail to do this, any subsequent complaints shall not be considered.
The Client is obliged to inform the Provider if he requests any particular graphical layout of the document and specify it.
Should no requirement on the graphical layout be specified, any complaints arising for the reasons in relation to the graphical layout shall not be considered.
The Client is obliged to notify the Provider of any circumstances which could affect the execution of payment for the work performed. The Client is also obliged to notify the Provider of an adjudication of the Client as bankrupt or insolvent.
4.3. Complaints
Any complaints about the translation, which the Client has must be filed in writing within 14 days after the delivery of the translation. Any complaints after this period will not be considered as justified and the translation is considered to be duly executed.
The complaints may be submitted in person, by e-mail or post and must state the reason and description of the defects and the extent of their occurrence and/or proposal for the settlement of the complaint.
If the Provider acknowledges the complaint, he shall immediately make appropriate corrections or proofreading at his own costs. If this be the case, the Client is entitled to a 10% reduction of the price of the translation.
If the Provider acknowledges the complaint and the Client does not accept the corrections to be made by the Provider, the Client shall be granted a price reduction corresponding to the extent of the defects.
Should any dispute between the parties arise about the justification of the Client’s complaint and the Provider’s liability for defects or about the amount of price reduction, both parties undertake to seek out-of-court settlement of the dispute through an expert opinion of an independent translator appointed by the mutual agreement of the parties. He or she may be an independent translator from the register of translators and interpreters maintained by a respective court or a native speaker who the parties select upon mutual agreement. Both parties must know the price for the execution of an expert opinion before its execution.
The independent translator shall evaluate the quality of the translation against the source text (not the target text separately). The Client and the Provider have the right to give the independent translator all the relevant information regarding the complaint.
The Client and the Provider are obliged to pay their due equal share of the advance payment for execution of the expert opinion. The final billing statement of these costs will be done according to how successful the complaint procedure was.
The price reduction shall be set according to the expert opinion.
The Provider is responsible for any damage caused by defects of the translation up to the total price of the translation.
If according to the expert opinion the complaint was not justified, the Client shall pay all the costs incurred for the execution of the expert opinion.
The Client is obliged to assert the claim resulting from the defects of the translation with the Provider without any delay (no later than within 5 weeks from the receipt of the translation).
If the Client asserts the claim resulting from the Provider’s liability for defects later than in the stated period, his right to claim lapses.
The complaint does not have a suspensory effect on the payment of an invoice for the claimed translation or service or any other type of payment for the service rendered.
5. Interpreting
5.1. General provisions
The Provider undertakes to provide interpreting services according to the order (in stated languages, at stated place and time).
The Client undertakes to pay the Provider the final price for interpreting services.
The Provider shall provide an interpreter.
The Client is obliged to inform the Provider shortly after interpreting whether it went well and on time. If the Client fails to do so, the Provider shall assume that the interpreting went well and on time.
If the Client cancels duly ordered interpreting without any serious reason, which must be acknowledged by both parties, he is obliged to pay the costs incurred pursuant to Article 6.4 of these General terms and conditions.
5.2. Rights and duties
The Client is obliged to inform the Provider about the purpose of interpreting and a possible use of a recording.
If the Provider is not informed about the purpose, any subsequent complaints shall not be considered.
The Client is obliged to give the Provider a program of interpreting and relevant materials for the preparation of an interpreter no later than 5 days in advance. If he fails to do so, any subsequent complaints regarding the terminology used by the interpreter shall not be considered.
The Client is obliged to notify the Provider of any circumstances which could affect the execution of payment for the work performed. The Client is also obliged to notify the Provider of an adjudication of the Client as bankrupt or insolvent.
The Provider is not responsible for any consequences resulting from the breach of copyright caused by the Client.
The Provider and interpreter shall treat all the information and materials regarding the interpreting in strict confidence.
The Client does not have the right to demand other services from the interpreter outside the scope of interpreting, e.g. compilation of minutes of the meeting or a written text translation, guide and organization services.
The Client is obliged to provide suitable conditions according to the type of interpreting incl. technical facilities (cabins, headsets, microphones, etc.) perfect audibility and enough work space, unless the order also includes technical support to be provided by the Provider. The Client is also obliged to provide all the written texts read by the lecturers.
The interpreter sent by the Provider is obliged to be appropriately and suitably dressed.
The interpreter works according to accepted practice in this profession and performs work to the best of his/her knowledge and conscience.
The interpreter has the right to refuse to work in an unacceptable environment for physical, mental or ethical reasons and in conditions unsuitable for the execution of interpreting.
5.3. Travel, accommodation and food
A working day of an interpreter is 8 hours. All breaks and interruptions are included into working hours.
The Provider has the right to charge the same rates for the time an interpreter spends travelling or for lost time in relation to interpreting which he charges for interpreting.
If the Client does not arrange transport for the interpreter from an agreed place to the venue, he is obliged to notify the Provider about it in advance. He is obliged to cover all the travelling expenses including pocket money for the interpreter in compliance with the valid regulations on the reimbursement of travelling expenses.
The Client is obliged to arrange an accommodation for the interpreter in a single room with a bathroom. If such an accommodation cannot be arranged, the Client is obliged to notify the Provider in advance and request the interpreter’s consent with a different accommodation.
The Client is obliged to arrange for the interpreter to have a break of min. half an hour every 4 hours of interpreting for eating and a rest.
The Client is obliged to provide food according to the accepted practice and valid regulations on reimbursement of food expenses.
5.4. Cancellation of interpreting
Should the Client cancel the order for interpreting less than 7 days before its scheduled beginning, he is obliged to pay the cancellation fee amounting to 50% of the price
Should the Client cancel the order for interpreting less than 2 days before its scheduled beginning, he is obliged to pay the cancellation fee amounting to 100% of the price.
5.5. Complaints for interpreting
Any complaint about the interpreting which the Client has must be filed in writing within 2 days after the interpreting took place. Any complaints after this period will not be considered as justified.
The complaints may be submitted in person, by e-mail or post and must state the reason and description of the defects and the extent of their occurrence and/or they can be shown by video or audio recording.
If the Provider acknowledges the complaint, the Client is entitled to a 10% reduction of the price of the interpreting.
Should any dispute between the parties arise about the justification of the Client’s complaint and the Provider’s liability for defects or about the amount of price reduction, both parties undertake to seek out-of-court settlement of the dispute through an expert opinion of an independent interpreter appointed by the mutual agreement of the parties.
The price reduction shall be set according to the expert opinion.
The Client and the Provider are obliged to pay their due equal share of the advance payment for execution of the expert opinion. The final billing statement of these costs will be done according to how successful the complaint procedure was.
The Provider is responsible for any damage caused by defects of the interpreting up to the total price of the interpreting.
If according to the expert opinion the complaint was not justified, the Client shall pay all the costs incurred in respect of the execution of the expert opinion.
The Client is obliged to assert the claim resulting from the defects of the interpreting with the Provider without any delay (no later than within 5 days after the interpreting).
If the Client asserts the claim resulting from the Provider’s liability for defects later than in the stated period, the right lapses.
The complaint does not have a suspensory effect on the payment of an invoice for the claimed translation or service or any other type of payment for the service rendered.
6. Prices
Prices for all the services are contractual. The parties agree the prices in writing. The prices are quoted either in the contract for provision of translation services or in the price quotation, which the Client confirms in the written order (see point 1 – General provisions).
All the prices are exclusive of VAT.
Rates for translations are determined according to the type of translation (standard/sworn), language combination, text difficulty, quality of the source text, deadline for delivery. However, minimum charge is a standard page or 250 words.
The rates for interpreting are determined according to the type of interpreting (simultaneous, consecutive, simultaneous in cabins) and language combination.
A unit for the calculation of the size of a translation and proofreading is one source word or in the case of sworn translations a standard page.
If the source text is in the format in which the number of source words cannot be calculated electronically, or is in the printed form, the price is calculated according to the number of words translated. In this case an estimate of the number of words is made manually for the purposes of price calculation and the price is based on the real number of words in the translated text (in target language).
The price of sworn translations is calculated according to the number of standard pages of the translation. The final number of standard pages is rounded up to the nearest page.
The Provider has the right to add a fee for work at weekends and during national holidays, for a translation or transcription of a audio or video recording, for an illegible text or for an express translation (more than 1200 source words per day).
The Provider has the right to demand discount for extensive texts.
7. Payment terms
The payment for the performance is made on the basis of an invoice issued by the Provider stating the date on which the invoice is due. The standard payment term is 14 days if not mentioned otherwise in the contract.
The Provider is obliged to issue an invoice to the Client upon delivery of finished work or after interpreting.
The Provider has the right to demand an advance payment before the acceptance of the project amounting to the 50 to 100% of the total price of the project. The Provider shall notify the Client of the amount of the advance payment sufficiently in advance before the acceptance of the binding order. Should the Client be in default with payment, he shall pay the Provider 0,1 % of the outstanding amount for each day of the default.
The payment can be made in cash, bank transfer, bank card, via PayPal or Moneybookers.com. If there are any fees for sending money, all fees are paid by the client.
8. Withdrawal from a contract and damages
Either party has the right to withdraw from this contract if, after the signing of the contract there are obstacles preventing the performance of this contract which cannot be removed.
Either party is obliged to notify the other party of the withdrawal from the contract in writing.
If the Client withdraws from the contract for a translation (or proofreading ), he is obliged to pay the incurred costs for the completed part of the translation or for the whole translation if it is already completed.
Should the Client withdraw from the order for interpreting 10 to 5 days before its scheduled beginning, the cancellation fee amounts to 20% of the price agreed, 4 to 2 days before its scheduled beginning it is 50% and 1 day before its scheduled beginning or the day of the interpreting it is 100% of the price agreed.
The Provider is not responsible for the damage caused by default of performance if the default was due to unpredictable and unavoidable circumstances, which are beyond the Provider’s control.
The Client is obliged to notify the Provider of his intention to use the translation to the press or otherwise made public. If he fails to do so, the Client is not entitled to the damages due to the errors in the published translation.
9. Final provisions
The Client undertakes not to directly contact the translator or interpreter without the consent of the Provider.
If the Provider consents to the contact between the Client and the translator or interpreter, the Client undertakes not to discuss business terms of the work with the translator or interpreter.
The Client undertakes to notify the Provider of any new agreement between him and the translator or interpreter.
In the case of breach of duty the Client is obliged to pay the Provider a contractual fine amounting to 100,000 CZK for every single breach even if the work is not completed.
Pursuant to the Act on Arbitration Proceedings and Enforcement of Arbitration Awards Nr. 216/1994 Coll. as amended, the parties agree that all the disputes arising out of or relating to this Contract will be settled by arbitration before a sole arbitrator in accordance with the Rules of Procedure for Arbitration Proceedings issued by the "Unie pro rozhodčí a mediační řízení ČR", a.s. (Union of Arbitral and Mediatory Procedure of the Czech Republic), a.s., Identification Number: 27166147 (hereinafter referred to as the Union) and made public at the www.urmr.cz, on the condition that as to the day of the writ serving, the arbitrator has to be registered in the Arbitrators´ Roll kept on file by the Union and that the parties to the Contract specifically put the Union in charge of appointing the arbitrator for the arbitration procedure instituted by this very Arbitration Clause in accordance with the Rules of Procedure for Arbitration Proceedings. The contracting parties commit the arbitrator appointed in the described way to arbitrate all and any disputes according to the equitable justice doctrine. The parties declare expressly that before signing the Arbitration Contract they have had the opportunity to become acquainted with the Rules of Procedure for Arbitration Proceedings and the Order concerning the arbitration costs, that they have done so and therefore consider the documents mentioned above to be an integral part of this Arbitration Contract.
Both parties are bound by these General terms and conditions.
These terms and conditions come into force on 1st January 2009.
