Purchase Conditions for suppliers of language services of the company NK Langa s.r.o. valid as of 17. 9. 2020
These Purchase Conditions regulate the rights and obligations of Suppliers of language services (hereinafter “Supplier” or “Suppliers”) and the company NK Langa s.r.o., ID: 26921162 (hereinafter “Client”) who orders the translation, interpreting and related or similar services (hereinafter “Service” or “Work”).
These Purchase Conditions shall in no way alter the relevant provisions of the particular contract entered into between Suppliers and the company NK Langa s.r.o.
I. Ordering Process
- Before submitting an individual order for Services, the Client always sends the Supplier an e-mail offer for making such order or communicates it over the telephone. The offer will contain the scope of the Order and deadline for completion. If the Supplier agrees, the Client will deliver the Order to the Supplier. The Order must state in particular the type of the Service requested, agreed unit price and term of delivery. Furthermore, the Order may contain the agreed total price, the required manner of execution of the Order (e.g. using specific software, formatting of the translated document) and others.
- After receiving the Order, the Supplier will immediately send a confirmation of acceptance or notice of rejecting the Order to the Client. If the Client does not receive such confirmation or notice of rejection of the Order without undue delay, the Order is deemed to have been accepted and it is considered binding.
- An Order is understood to be an e-mail message containing specification of the Order, source documents and any other instructions and material as identified by a number or name of the order.
- The Supplier undertakes to accept only such an Order, which is able to deliver within the stated term of delivery and in high quality from the expert and linguistic point of view. Additionally, the Supplier undertakes to perform the service according to his/her best knowledge and belief and also according to the terms and conditions stipulated below and to submit the complete work on time.
- In case of performing interpreting services, the Supplier shall, without undue delay, but no later than 2 working days after the completion of interpreting, send the Client an e-mail with a report of the course of interpreting. The report must contain in particular the actual scope of the performed interpretation (days and hours) and also any objections or complaints of the ordering Party (Client's customer), if any arose in the course of the interpretation.
II. Supplier's Obligations
- The Supplier undertakes to perform the service with professional care. The Supplier undertakes to comply with generally binding regulations, standards in the field of translation and interpreting services, the client's requirements and the provisions of these purchase conditions.
- Before delivering Services to the Client, the Supplier is obliged to check the following in particular:
- Completeness of the provided services.
- Correctness of the content and usage of the terminology, in particular considering the purpose of the text.
- Correctness of the orthography, grammar stylistics and language suitability, in particular considering the purpose of the text.
- Adherence to the instructions regarding style and formatting.
- Compliance with the agreements, requirements and instructions stated in the order and other materials and documents provided with regards to the target text.
- Unless stated in the purchase order otherwise, duly carried out Services by the supplier shall comply in particular with the following conditions:
- The meaning of the text translated from the source language to the target language, must be in accordance with the language system of the target language and its rules, must correspond to the meaning of the source text and must simultaneously correspond to the instructions of the Client.
- Structure, heading, numbering and titling of chapters and sections and the numbering and arrangement of footnotes must correspond to the source text. Alphabetically ordered lists and registers must be arranged according to the alphabet of the target language. The layout and formatting of the translated text must correspond with layout and formatting of the source text.
- The Supplier is obliged to use consistent terminology throughout the translation. If the purchase order contains a requirement to use specific terms, the Supplier is obliged to prioritize these terms in the translated text.
- Bibliographical references must be transferred into the translated text without change. Titles used in references shall be left in the source language. The Supplier is obliged to make adequate and reasonable efforts to discover whether a published work has already been published in the target language. If this is the case, the title already existing in the target language shall be used in the translated text and Supplier is obliged to inform about this fact the Client together with delivering the translated text at the latest. If the Client requires in the purchase order the translation of all or some bibliographical references, the rules and standards for writing bibliographies in the target language shall be applied with the greatest possible consistency.
- If the source text contains any citations, their translation must be carried out with respect to the function, system and meaning of the target text. In the case of citations from works which are accessible to the general public, the Supplier shall make adequate and reasonable efforts to check whether a translation is already available in the target language. If this is the case, the translation already existing in the target language shall be used in the translated text and Supplier is obliged to inform about this fact the Client together with delivering the translated text at the latest.
- Names and abbreviations are not translated, with the exception of the names of geographical names, names of institutions, public officials, historical figures, buildings, names of animals, literary and artistic works which already have an established form in the target language. The Supplier is obliged to translate names or abbreviations in brackets following the un-translated original name or abbreviation, but only do so where they first occur in the text.
- An individual’s titles before and/or after the names are not translated if there is no equivalent in the target language. Names of occupations and functions are translated, provided an established equivalent exists in the target language.
- Dates and time information must be given with respect to the rules and standards of the target language.
- Unless otherwise agreed in the purchase order, the Supplier is obliged to deliver the work to the Client in electronic and editable format.
- If on the basis of the Client’s order, when carrying out the ordered Services, the Supplier uses a “CAT tool” (computer-assisted translation software; e.g. Trados, Memsource, memoQ, Across etc.) which uses a so-called “Translation Memory” (TM), then the Supplier, once the Order is completed, is obliged to deliver the created or modified translation memory to the Client together with delivering the translated text at the latest. Such created or modified translation memory is an integral part of the ordered Service. The translation memory delivered or made available by the Client to the Supplier or created or modified by the Supplier may not be used by the Supplier for his/her own needs or need of any third parties, nor may it be provided or made available to third parties.
- When carrying out the ordered Services, the Supplier is not entitled to use, even partially, any automatic translation software or tools operated by third parties (whether accessible to the general public via the internet or by some other means - e.g. installed on the Supplier’s computer). The reason for this limitation is that the text inserted into an automatic translation tool becomes available to third parties (e.g. operator of the translation tool) and such third parties are subsequently entitled to use this text in any way, including its other publication or reproduction.
- The Supplier is not entitled to use a third party (sub-contractor) to carry out the ordered Services, nor in any other way assign any rights and obligations arising from the Contract between the Client and the Supplier to a third party without the previous written consent of the Client.
- The Supplier is obliged to deem and treat all the contents of any of the supporting documents, materials and information received from the Client as confidential (hereinafter “Confidential information”), whether or not marked with any restrictive note. Supplier shall not disclose Client’s Confidential information to any third party without the Client’s written consent, and Supplier shall protect Client’s confidential information against unauthorized use or disclosure to any third parties. The Supplier is not entitled to further disseminate howsoever the contents of the confidential information, nor are they entitled to use them in any way for their own benefit or the benefit of third parties. The Supplier undertakes to destroy all Confidential information delivered or made available to them either electronically or in some other form by the Client in order to carry out the ordered Services, unless it has been agreed with the Client otherwise. Destroying of electronically supplied or made available Confidential information means deleting all copies of Confidential information. For Confidential information in physical form, destroying means returning the original information including any copies to the Client. The Supplier is not entitled to use the company name of the Client or any other information about the company, its customers or projects already performed, in its marketing or business materials or on other public sites including internet space (e.g. internet discussion forums, blogs, etc.).
- Without the written consent of the Client, the Supplier is not entitled, during the course of the delivery of Services or after its conclusion, to contact any natural persons or legal entities stated in the supporting documents delivered to them by the Client, or any customer of the Client, or any natural person with whom they have become acquainted by any other means in connection with a contractual relationship with the Client, with a view to offering their own services that are identical or related to those that constitute business activities of the Client without Client’s mediation. Information or contacts derived in this way may not be provided to any third parties. Any queries in this matter on the part of the Supplier (e.g. terminological inquiries arising during the provision of translation works, questions concerning preparation for interpreting etc.) must always be resolved through the Client.
- When carrying out Services, the Supplier is obliged to maintain the copyright of third parties. If the ordered Services constitute a copyright work pursuant to Act no. 121/2000 Coll., the Copyright Act, as amended, then by delivering the completed Services to the Client the Supplier shall thereby declare that he/she is the author of the copyright work and also holder of all copyrights thereto. The Supplier simultaneously grant the Client the exclusive right to make unrestricted use of their work. The price of ordered services, agreed between the Client and the Supplier, in these cases covers both a reward for the creation of the ordered services, as well as payment for granting the Client the right to use it without any limitation. In the event that, in the course of carrying out Services, the Supplier discovers that services corresponding to those ordered by the Client were partially or entirely carried out in the past by another party, the Supplier is obliged to inform the Client of this discovery without any delay.
- The Supplier is obliged to notify the Client without any delay of any semantic or logic errors in the source text for translation.
- In the contractual relationship with the Client, the Supplier is obliged to follow good business ethics, in particular:
- not to commit corrupt practices in any form, whether in respect of national or local government bodies, or any private bodies, and not to accept, or permit the promise of payments, gifts or other benefits in connection with his or her activities;
- not to facilitate child labour or the labour of foreigners without a valid work permit, and not to carry out or facilitate howsoever the performance of illegal labour;
- not to enter into prohibited agreements pursuant to special legal regulations, in particular Act no. 143/2001 Coll., on the Protection of Competition and on the Amendment to Certain Acts, as amended, in the case of contractual relationship between the Client and the Supplier;
- to observe the rules of professional ethics generally applicable within the commercial sector providing language services.
III. Penalties for Poor Quality, Late Delivery or Failure to Provide Services
- The Supplier is obliged to personally ensure the proper and timely fulfillment of the subject of all received orders. In the event that the Supplier fails to deliver the ordered work, the Supplier undertakes to pay the Client a contractual penalty of 200% of the price of the ordered work. The Supplier's obligation to pay the Client a contractual penalty shall not apply in case of cancellation of the order by the Client or in case of force majeure. Payment of the contractual penalty does not affect the Client's right for compensation.
- In case the Supplier does not deliver the duly ordered Service with a standard deadline such as translation, editting and/or proofreading within the agreed deadline, the Client is entitled to demand Supplier to pay a contractual penalty in the amount of 10% of the ordered Service for every started hour of delay from the Supplier.
In case the Supplier does not deliver the duly ordered Service with an express deadline such as translation, editting and/or proofreading within the agreed deadline, the Client is entitled to demand Supplier to pay a contractual penalty in the amount of 25% of the ordered Service for every started hour of delay from the Supplier. The express delivery has be stated in writting as a part of the Order and agreed upon by the Supplier as well as the Client.
The Supplier is oblidged to substract the contractual penalty for late delivery in the invoice for providing the particular Service that has been delivered late.
- The time of delivery in the case of electronic mail shall be considered the moment sending the electronic mail and in case of personal delivery or delivery by post it shall be considered the date of delivery of the service by the Supplier to the Client.
- In case of poor quality of service provided by the Supplier, the Client is entitled to reduce the Supplier's remuneration for the partial order adequately. If the service delivered by the Supplier is unusable for its quality, the Client is entitled not to pay the Supplier any remuneration at all.
IV. Cancellation Terms
- The Client is entitled to cancel the execution of an already agreed Service.
- In case an individual order of translation and other services is cancelled, the Client will pay the already executed portion of the work.
- In case the Client cancels an individual Order of interpreting services on the day or the day before the interpretation is to be performed, the Client will pay a cancellation fee in the amount of 50% of the price of the first day of interpretation.
- The Supplier is entitled to cancel the performance of the already agreed Service only in case of vis major.
V. Vis Major
- The Client and the Supplier 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.
- 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.
- 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 Supplier 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. Payment Terms
- The Supplier undertakes not to change the unit price or the overall price of the Order agreed with the Client when the Order was confirmed.
- The volume of text will be counted in standard pages (SP) or number of words of the source text. One standard page is 1,800 characters including spaces. It is rounded to one decimal point. The volume of interpretation will be counted according to units agreed within each specific Order (1 hour, ½ day, day).
- The Supplier undertakes to issue in each case one invoice at the end of the respective month, in which the Supplier will account for all services provided within the given month. The Supplier will issue the invoices to NK Langa s.r.o., Poštovská 68/3, 602 00 Brno, the Czech Republic, Company ID: 26921162, Tax ID: CZ26921162 with due date of payment of no less than 14 days and to send the invoices to the Client by e-mail to firstname.lastname@example.org.
- The Supplier undertakes to state the following information on the invoice:
- Order number
- Number of standard pages/number of source words in case of translations or the number of agreed units (hours, days) in case of interpretation
- Unit price (per standard page, word, hour, day etc.)
- Total price per each order
- Total invoiced price
VII. Other Arrangements
- The contractual relationship between the Client and the Supplier shall be governed by the legal order of the Czech Republic.
- In matters not provided for by the particular purchase order and these Purchase Conditions, the contractual relationship between the Client and the Supplier shall be governed by Act no. 89/2012, Coll., The Civil Code.