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General Business Conditions I. INTRODUCTORY PROVISION
1. "Supplier" means the company YELLOO, s.r.o., with registered office Tallerova 10, 81102 Bratislava, the Slovak Republic, Comp. Reg. No.: 35 770 741, registered in the Commercial Register of the District Court Bratislava I, Section: Sro, Record No. 37047/B.
2. "Customer" means any natural or legal person whom the Supplier provides with services upon their order of the service. 3. The subject-matter of the performance is the provision of services related to the line of business of the Supplier, especially translations and language proofreading (hereinafter referred to as "translation services") and interpreting services (hereinafter referred to as "interpreting services") according to the requirements stated in the order of the Customer delivered to the Supplier. 4. The contract between the Customer and the Supplier originates: a/ upon the order of the Customer made by fax, electronically (via e-mail or via a form on the internet site of the Supplier) or upon the order delivered in person (the Customer can make order also in other form if the Supplier agrees with it) and upon the confirmation of such order by the Supplier; b/ upon the conclusion of the Contract on Service Provision (interpreting services) or Contract for Work (translation services) (hereinafter referred to as "Contract on Service Provision"). 5. The agreed conditions of the contractual relationship can be amended or cancelled only in writing upon the agreement of both Contracting Parties, unless stated otherwise. 6. The Customer undertakes to pay remuneration to the Provider for the required translation services or interpreting services upon the order. II. ORDER RECEIPT 1. The Supplier shall confirm every received order in writing or via a telephone without undue delay. The physical takeover of the documents determined for the translation from the Customer shall be considered the confirmation of the order in case of translation services. 2. If the Supplier fails to confirm the receipt of the order to the Customer or confirms the order receipt with reservations, it is presumed that the contractual relationship shall not originate until the agreement is achieved. 3. The Contract between the Customer and the Supplier originates also in case when the Customer accepts the proposal of the Supplier for the change of the conditions in the order. III. TRANSLATION SERVICES 1. SUBJECT-MATTER OF THE PERFORMANCE 1. The subject-matter of the translation services is making translations and language proofreading (hereinafter referred to as "translation") for the Customer upon individual orders made by the Customer and confirmed by the Supplier (hereinafter referred to as "subject-matter of the Contract"). 2. The Customer undertakes to pay the remuneration to the Supplier for the fulfillment of the subject-matter of the Contract. 2. RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES 1. In case of difficult and demanding text, the Supplier is entitled to ask the Customer for the consultation with the relevant employee of the Customer. 2. If the translated text is intended for further processing (for example print, presentation materials, web sites etc.), the Customer is obliged to notify the Supplier of this reality in advance, no later than with the order of the given translation. If the Customer fails to notify this reality in advance, the Supplier presumes that the text may not be used for further reproduction; in case of breach of this obligation the Supplier is not responsible for any damage to the Customer incurred in relation to such reproduction. 3. The Supplier undertakes to treat the information in any document determined by the Customer for translation as confidential. The Supplier undertakes not to copy and/or provide such confidential information to the third persons except for the third persons coming into contact with such confidential information for the purpose of its translation, language proofreading or other text processing without the previous written consent of the Customer. 4. The Supplier is entitled to retain a copy of the original determined for the translation during the period of 1 year, for their own needs, especially for administrative purposes of the Customer translations as well as due to overview of the terminology of the Customer, unless agreed otherwise. 5. The Supplier shall hand over to the Customer made translation/translations on the agreed deadline. If the Customer refuses to take over the translation/translations without stating the reason, the Customer shall be in delay with takeover of such translation/translations and shall be responsible for all damages caused by the breach of this obligation. 6. If the Supplier is in delay with their obligation to deliver a ready translation within the agreed deadline, the Customer shall be entitled to the payment of the contractual penalty against the Supplier in the amount of 0.5% from the remuneration for translation services (increased by VAT), for each day of the delay, however, at most to the amount of 100% from this remuneration; if the remuneration for the translation services is not known as at the date of breach of this obligation by the Supplier, the basis for the calculation of the contractual penalty shall be the remuneration which is assumed as at the date of the contract conclusion (at the conclusion of the contract it is assumed that the translated text shall have the same number of standard pages as the text determined for translation, i.e. as a source text); in case the Supplier is in delay with their obligation to deliver a ready translation within the agreed deadline due to circumstances excluding the responsibility, the entitlement to the payment of the contractual penalty shall not originate; in case the legal relationship between the Supplier and the Customer is governed by Act No. 40/1964 Coll., Civil Code as amended (hereinafter referred to as "Civil Code"), the provision of Art. 545 par. 3 of the Civil Code shall not be affected thereby. 3. COMPLAINTS 1. The complaint of the service provided shall be made provably without undue delay no later than 15 working days from the date when the obligation to take over the ready translation originated for the Customer. In case the claims resulting from the liability for damage are enforced with delay, those claims are cancelled. The written claim of the service provided shall contain order No., reason description and error character or number of errors. 2. The Supplier is responsible for damage caused by the error translation maximum up to double price of the translation. 3. The translation is defective if it is not made in compliance with the Contract on Service Provision or order and if it provably deviates from the meaning of the source text. 4. The eligibility of the claim in disputable cases shall be appraised by two independent translators, one appointed by each Contracting Party. The costs for the opinion execution shall be borne independently by each Contracting Party. 5. The Supplier is obliged to deal with all valid claims in as short time as possible, no later than 10 working days from the date of the complaint receipt. The Supplier is in such case obliged to provide the Customer with a reasonable discount from the price for the translation. 6. The Supplier shall not be held responsible for defects caused by observation of the instructions given by the Customer. 4. ORDER CANCELLATION 1. In case the order of the Customer is received, the Customer is entitled to cancel the order if they pay to the Supplier a part of remuneration related to the already translated part of the text, however, minimum 10 % of the total remuneration for the translation. IV. INTERPRETING SERVICES 1. SUBJECT-MATTER OF THE PERFORMANCE 1. The subject-matter of interpreting services is the provision of interpreting services for the Customer upon individual orders made by the Customer and confirmed by the Supplier (hereinafter referred to as "subject-matter of the Contract"). The Supplier shall ensure interpreting via an interpreter. 2. The Customer undertakes to pay the remuneration to the Supplier for the fulfillment of the subject-matter of the Contract. 2. RIGHTS AND OBLIGATIONS OF the CONTRACTING PARTIES 1. The Customer is obliged to accept interpreting services pursuant to the order received by the Supplier. 2. The Customer or the assigned worker of the Customer is obliged to confirm the implementation of interpreting services immediately in writing in the interpreting protocol. If the Customer refuses to accept the agreed interpreting services without provable serious reason, this reality shall be considered the provision of interpreting services upon such order. The Supplier is entitled to issue the invoice and the Customer is obliged to pay for the invoice. 3. The Customer is not entitled to require the interpreter to perform another activity above the scope of the order (e.g. written translation, record of the negotiation, accompanying services etc.). 3. COMPLAINT 1. The complaint of the service provided shall be made provably without undue delay no later than 15 working days from the date of interpreting service provision. In case the claims resulting from the liability for damage are enforced with delay, those claims are cancelled. The written claim of the service provided shall contain order No., reason description and defect character or a record of errors made shall be provided. 2. The Supplier is responsible for the damage caused by the error interpreting maximum up to double price of interpreting. 3. Provided interpreting services are defective if they are not made in compliance with the Contract on Service Provision or the order. 4. The eligibility of the claim in disputable cases shall be appraised by two independent interpreters, one appointed by each Contracting Party. The costs for the opinion execution shall be borne independently by each Contracting Party. 5. In case of eligible claim, the Supplier is obliged to provide the Customer with a reasonable discount from the price for interpreting. 6. The Supplier shall not be held responsible for defects caused by observation of the instructions given by the Customer. 4. ORDER CANCELLATION 1. In case of order cancellation of the Customer, the Customer is entitled to cancel such order without a penalty no later than 72 hours before the agreed time of beginning of interpreting service provision. The Customer is entitled to cancel such order also after the expiry of such period, no later than 24 hours before the agreed time of beginning of interpreting service provision if they pay to the Supplier 50% from the remuneration for interpreting services. If the Customer cancels the order later, they are obliged to pay 100% from the remuneration for interpreting services. 5. TRANSPORT, ACCOMMODATION AND CATERING 1. The Customer is obliged to provide for the transport for the interpreter by the relevant means of transport regarding the distance of the place of interpreting. In case of own transport of the interpreter, the Customer is obliged to compensate his/her travel costs in full extent. 2. The Customer is obliged to provide for the accommodation for the interpreter in a single room including facilities. 3. The Customer is obliged to enable and ensure a break for the interpreter and rest for minimum half an hour no later than after four hours of interpreting. 4. The interpreting day means 8 hours including breaks. V. PRICE AND PAYMENT CONDITIONS 1. The Customer undertakes to pay to the Supplier for translation or interpreting services the remuneration according to the quotation valid as at the date of the order (hereinafter referred to as "Quotation"). 2. In case of additional services which are not included in the Price List, the price and conditions of such additional services shall be determined by an independent agreement of the Contracting Parties. 3. The remuneration of the Supplier for every performed translation service or interpreting service upon the particular order is payable upon the invoice issued by the Supplier within 14 days from the date of the invoice delivery to the Customer. The Supplier shall issue the invoice after performance of every translation service or every interpreting service. 4. In case of delay of the Customer with payment of the remuneration pursuant to this Article, the Supplier is entitled to the contractual penalty from the Customer in the amount of 0.05% from the amount in relation to which they are in delay for every day of the delay. The right for compensation for damage shall not be affected by the contractual penalty even if the amount of the damage exceeds the amount of the contractual penalty. 5. Any payment on the part of the Customer against the Supplier shall be considered paid on the date of its crediting to the account of the Supplier or by the date of the actual receipt of the relevant amount in cash by the Supplier. 6. The Supplier is elligible to ask the Customer to pay deposit up to 100% of estimated remuneration (hereinafter referred to as "Deposit"); the amount of the deposit is set by the Supplier. The Supplier upon the confirmation of the order will inform the Costumer whether a deposit is required and about the amount of the deposit. Costumer is obliged to pay the deposit according the invoice given by the Supplier within 3 days from the date of the invoice delivery to the Customer. VI. SPECIAL PROVISIONS 1. The Customer is obliged to ensure the necessary collaboration to the Supplier including all necessary information to secure the subject-matter of the Contract performance. In case the Customer breaches this obligation, the Supplier shall not be responsible for eventual complaints due to reasons related to the breach of this obligation. 2. The Customer undertakes not co contact the translators and interpreters of the Supplier who performed translation services or interpreting services for the Customer upon the contractual relationship between the Customer and the Supplier. If the contact between the Customer and the translator or the interpreter occurs with the consent of the Supplier, the Customer undertakes not to negotiate the matters related to the business conditions of the given and other translation service or interpreting service. If the Customer breaches any obligation in this paragraph 2, the Customer shall be obliged to pay to the Supplier a contractual penalty in the amount of € 3.000,- for every such breach even in case that the translation services or interpreting services are duly provided; the right for the compensation for damage shall not be affected by the contractual penalty even if the damage exceeds the amount of the contractual penalty. 3. The Supplier shall not be held responsible for the damage originating to the Customer due to failure to implement the contractual obligations if it happens due to reasons which the Supplier could not foresee at the time of this contractual relationship conclusion between the Supplier and the Customer (as well as at the time of the order receipt). 4. The Supplier shall not be held responsible for eventual consequences related to the breach of copyright. 5. The Supplier undertakes to apply professional care at the fulfillment of the subject-matter of the Contract. The Supplier further undertakes to observe generally binding legal regulations, the requirements of the Customer as well as contractual stipulations between the Supplier and the Customer. 6. The Provider is entitled to require from the Customer an advance payment for the remuneration, up to the amount of 100% of the assumed remuneration (hereinafter referred to as "Advance Payment"); the amount of the assumed remuneration shall be specified by the Provider. The Provider shall notify the Customer in the order confirmation whether they are to require an Advance Payment and in what amount. The Customer is obliged to settle the Advance Payment upon the invoice issued by the Provider, within 3 days from the invoice delivery to the Customer. The period for the translation performance shall be prolonged by the period which expires from the request for Advance Payment by the Provider from the Customer up to settlement of the Advance Payment by the Customer (par. 5 of this Article); in case of interpreting services the Advance Payment shall be paid no later than 3 days before the date on which the required interpreting services are to be provided, except as otherwise agreed by the Contracting Parties. If the Customer fails to settle the Advance Payment (in full amount) within 10 days from the conclusion of the Contract on service provision, the Contract on service provision shall expire; the Contract on service provision shall expire also if the Advance Payment (in full amount) fails to be paid no later than 3 days before the required day on which the required interpreting services are to be provided, except as otherwise agreed by the Contracting Parties. VII. FINAL PROVISIONS 1. Unless these General Business Conditions state otherwise, legal relationships between the Contracting Parties shall be governed by the provisions of Act No. 513/1991 Coll., Commercial Code as amended. If the Customer is a natural or legal person which is not an entrepreneur, the legal relationships not adjusted by these General Business Conditions and special stipulations between the Contracting Parties shall be governed by the Civil Code. The Contracting Parties declare that any disputes at the interpretation or implementation of the Contract shall be preferably resolved by mutual negotiations. In case the pacific settlement of the dispute is not achieved, the dispute shall be the subject to exclusive jurisdiction of the Slovak courts. 2. The stipulations between the Customer and the Supplier differing from these General Business Conditions shall prevail. 3. These General Business Conditions are published on internet, on the address www.YELLOO.sk. In case of a difference between the written version of the General Business Conditions and their version published on internet, the version published on internet, which is the only authentic version of the General Business Conditions of the company YELLOO, s.r.o., shall prevail. 4. These General Business Conditions of the company YELLOO, s.r.o. are valid and binding for all their Customers as of the 1st January, 2008. |