General terms and conditions

GENERAL TERMS AND CONDITIONS OF BUSINESS – REGULATIONS

§ 1 General Provisions

1. These General Terms and Conditions of Business – Regulations, hereinafter referred to as the Regulations, define the framework for cooperation between Skrivanek Sp. z o.o., hereinafter referred to as the Contractor, and the entities for which the Contractor provides services, hereinafter referred to as the Ordering Party. The provisions of these Regulations shall not apply to the services provided by Skrivanek Sp. z o.o. to consumers.

2. Pursuant to the provisions of these Regulations, it is deemed that the effects of legal transactions performed via fax, electronic mail or electronic order forms of the Contractor are on equal footing with the effects of legal transactions performed in a written form, unless the Act shall require a written form under pain of invalidity. If a declaration of will is made and sent to the other Party by electronic mail [hereinafter referred to as e-mail], and an e-mail message is sent from an address other than the one specified in the agreement concluded between the Parties, the effects reserved for declarations of will made in a written form are considered to be produced if the e-mail message was electronically signed in accordance with the Act on Electronic Signature and refers to the number of the Contractor's Quotation or Purchase Order, which serves as a password agreed between the Parties for the purposes of electronic communication.

§ 2 Scope of Services

1. The services provided by the Contractor as part of its economic activity and to which the provisions of these Regulations apply include, among others, translations [written and certified] and interpreting [simultaneous, consecutive and certified], hereinafter referred to as the Order, and providing support services, in particular: proofreading and verification of translated texts, DTP processing, providing technological means for simultaneous and consecutive interpreting, creation and maintenance of Terminology and pre-publication processing.

2. The range of services commissioned to the Contractor and terms of their provision shall be specified in the Purchase Order which the Ordering Party shall deliver to the Contractor on a Purchase Order Form prepared by the Contractor or in the Quotation sent by the Contractor to the Ordering Party.

3. The terms used in these Regulations shall have the following meanings:

3.1. Quotation – a summary prepared by the Contractor after receiving the materials for translation and sent to the Ordering Party, including a service proposal, pricing, and the deadline for completion in working days.

3.2. Order Form – a form prepared by the Contractor based on the arrangements with the Ordering Party [such as the Quotation], including a description of the services ordered, pricing, information on the use of Terminology, purpose of the translation, publication arrangement, manner of service delivery and the deadline for completion (date and time).

3.3. Terminology (also referred to, interchangeably, as the glossary) – a list of expressions in at least two languages including specialist vocabulary, phrases, abbreviations, etc. used and preferred by the Ordering Party, the use of which in translations is required and expected from the Contractor by the Ordering Party; the Ordering Party shall notify the Contractor to this effect not later than at the time when the conditions for completion of the Order are arranged and transfer the Terminology list along with the materials for translation.

3.4. Purpose of the translation – information communicated by the Ordering Party to the Contractor, not later than at the time when the conditions for completion of the Order are arranged, on the intended use of the translated text, e.g. presentation, training materials, tender bid, internal documents, catalogue, leaflet, user manual, etc.

3.5. Publication arrangement – information submitted by the Ordering Party to the Contractor, not later than at the time when the conditions for completion of the Order are arranged, on the intention to disseminate and publicise the translated text and make it public, e.g. in a printed form, electronically on the Internet or intranet, etc. in such a way that it is accessible to an indefinite audience.

3.6. Pre-publication processing – a package of additional activities implemented obligatorily by the Contractor with respect to translations meant for publication, including, in particular, additional proofreading and processing such as independent review by another translator, linguistic proofreading and post-DTP (pre-print) proof so as to ensure the highest quality of the translation.

3.7. Reference materials – documents and information provided to the Contractor by the Ordering Party in connection with the service, including the content and vocabulary associated with the translated document or the interpreted speech which the Ordering Party wishes to have employed in the translation or interpreting.

Purchase Order. Manner and Deadlines for Service Delivery

§ 3 Common Provisions

1. The Parties shall, personally, in writing, or with the use of remote communication tools [telephone, fax, e-mail], specify the preliminary conditions for completion of the Order. Subsequently, the Contractor shall include these conditions in the Quotation or the Purchase Order Form. The Ordering Party may accept the Order by doing one of the following:

1.1. sending a signed and stamped Order Form or Quotation Form to the Contractor [by fax or a scanned document via e-mail],

1.2. sending back to the Contractor by e-mail their declaration of will by which they accept the Contractor's Quotation or Purchase Order.

2. The Parties accept that in communications related to the Order they will, as a rule, quote the Purchase Order ID.

3. The Ordering Party is obliged to notify the Contractor that they want the Terminology to be used in the translations and such Terminology should be provided to the Contractor along with the materials for translation and/or reference materials. Moreover, the Ordering Party should designate their contact persons who will cooperate with the Contractor in the preparation of the Terminology and approve such Terminology, if the Terminology service is agreed by the Parties as part of the Order.

4. The Order shall be considered accepted as of the date on which the Contractor receives [personally, by mail, fax or in an electronic form] all of the following:

4.1. a Purchase Order Form or a Quotation Form (scanned copy) signed and stamped by the Ordering Party or the Ordering Party's statement by e-mail in which they accept the terms of the Order or the Quotation;

4.2. materials for translation.
At the same time the accepted Order or the acceptance statement for the Order or Quotation shall be received by the Contractor by e-mail within 6 hours following the sending of the Quotation or the Purchase Order to the Ordering Party but not later than at 02.00 pm on a given working day. Should the materials and the signed Purchase Order or the Quotation acceptance statement be delivered later, the Order shall be deemed placed on the next working day. For the purposes of these Regulations, a working day shall be understood as any day on which the Contractor provides services, excluding Saturdays, Sundays, holidays and public holidays.

5. Should the Ordering Party fail to comply with the provisions of § 3 item 4 on time, the Contractor shall specify a new deadline for completion of the Order.

6. A Purchase Order shall be considered completed by the Contractor if the Contractor delivers the Order to the Ordering Party within the time limit and in the manner specified in the Purchase Order or if the Order is ready for collection by the Ordering Party on the agreed date, and the Ordering Party is notified to this effect in the agreed manner.

7. The Ordering Party undertakes to collect the completed Order and confirm its receipt, as well as pay the Contractor their due remuneration within the time limit and in the manner specified in § 6 of the Regulations. Should the Ordering Party fail to accept the Order within 24 hours of the agreed time for collection, the Order shall be deemed completed in line with the agreement.

8. Should the Contractor be entrusted with any documents or materials for translation that must be returned together with the translation, such documents shall be returned along with the completed translation, and the Ordering Party shall be obliged to immediately express their reservations about the completeness of such documents, under pain of losing the right to invoke such circumstance at a later date.

9. Acknowledgement of receipt of the completed Order [as regards translations], which is tantamount to confirmation of the Order completion shall be by:

9.1. signing the Purchase Order by the Ordering Party;

9.2. a document confirming that the materials have been sent – where the Order is delivered to the Ordering Party by post or courier service;

9.3. an e-mail sending confirmation [date and time] – where the Order is delivered to the Ordering Party via means of electronic communication;

9.4. a fax report confirming proper data transfer [date and time] to the Ordering Party – where the Order is delivered to the Ordering Party by fax.

§ 4 Translations

1. An order for the translation service should specify: the type of service, languages, deadline for completion, delivery method, information about the purpose of translation, names of the Ordering Party's contact persons responsible for cooperation in the translation process, publication arrangement (if any) and information on the use of the required Terminology.

2. Should the Ordering Party fail to specify the purpose of the translation, the Contractor shall not be liable if it is not fit for the purpose.

3. Should the Ordering Party fail to notify the Contractor that the translation is meant for publication or that they resign from preparation of the translation for publication by the Contractor, any related liability for improper completion of the Order is limited to the net remuneration received for the Order completion.

§ 5 Interpreting

1. An order for the interpreting service should specify: the date and place of interpreting, type of interpreting, number of interpreters, languages of interpreting, number of participants in the meeting, name of the Ordering Party's authorised person for contact with the Contractor, theme of the meeting and speeches, and the deadline for delivery of reference materials for interpreters.

2. In order to ensure the highest quality of interpreting, the Ordering Party shall be obliged to provide the Contractor with relevant reference materials such as speeches, presentations, information about speakers, documents to be discussed, etc. at least 3 days prior to the day of interpreting.

3. In the case of interpreting assignments, the interpreter is not obliged to perform any tasks other than interpreting such as, taking notes and minutes, translating, performing administrative or organisational tasks or showing the guests around. In addition, the interpreter shall be entitled to a half-hour break during the working day.

4. For interpreting assignments, the Ordering Party shall be obliged to provide suitable interpreting equipment or rent it from the Contractor. The Ordering Party is obliged to provide the interpreter and the technician with access to the service premises prior to the commencement of interpreting.

5. Should the Order be completed away from the interpreter's and technician's place of residence, the Ordering Party is obliged to ensure transportation, meals and accommodation (in single en-suite rooms) to the interpreter and the technician at the Order completion premises.

6. In the case of an interpreting assignment, the Order completion shall be confirmed by way of the Ordering Party's statement [in a written or an electronic form], which should be delivered to the Contractor not later than within 24 hours following the assignment completion, with the proviso that if the statement is not given within the prescribed time limit, the interpreting shall be deemed completed in accordance with the Purchase Order, without any reservations from the Ordering Party.

§ 6 Pricing

1. The Contractor's remuneration for completion of the Order shall be calculated by the Contractor on the basis of a preliminary cost estimate specified in the Quotation, which the Ordering Party reads and accepts when placing the Order or by sending the Quotation acceptance statement. The Quotation itself is based on the Contractor's Price List effective on the Purchase Order date.

2. The Contractor's due remuneration shall be paid by the Ordering Party on the Order collection date, based on the Contractor's VAT invoice, unless the Parties make alternative arrangements as to the deadline for payment.

§ 7 Non-performance or Improper Performance of the Service

1. An Order shall be deemed improperly completed, if:

1.1. it has not been completed with a sufficient degree of professionalism;

1.2. it has not been delivered or was not ready for collection on the agreed date.

2. Should the Ordering Party demonstrate that the completed Order exhibits one or more defects listed in item 1, the Contractor shall be obliged to immediately remove such defects, within the time limit agreed with the Ordering Party.

3. If the defects specified in item 1.1 cannot be removed, the Ordering Party shall have the right to claim a contractual indemnity amounting to 25% of the Contractor's agreed net remuneration for completion of a given Order. Should the defects prove to be material, which shall be determined in the complaint procedure, conducted as specified in § 9 of the Regulations, the Ordering Party shall have the right to claim a contractual indemnity amounting to 50% of the Contractor's agreed net remuneration for completion of a given Order.

4. Should the Order completion be delayed [item 1.2 § 7 of the Regulations], the Ordering Party shall have the right to claim from the Contractor a contractual indemnity amounting to 2% of the Contractor's agreed net remuneration for completion of a given Order for each working day of delay, but not exceeding in total 25% of the Contractor's agreed net remuneration for completion of a given Order.

5. The Contractor shall be liable for damage resulting from improper completion of the Order up to the value of the Order excluding VAT.

6. The Ordering Party understands and accepts that express delivery Orders may be completed by a group of translators and proofreaders, which may affect the terminological consistency of the text.

7. The Contractor's liability for the lack of concordance between the vocabulary in the translation and the vocabulary specific to the Ordering Party is excluded, if the Ordering Party has failed to provide the Terminology. If this is the case, the translations shall use the most typical vocabulary for a given field. In addition, if the Ordering Party has failed to notify the Contractor that the texts are meant for publication, the Contractor shall not be liable for the lack of cultural localisation of such texts to the circumstances of the target audience or for the non-application of additional quality checks that are employed by the Contractor for texts meant for publication. If this is the case, the translations shall use the most typical vocabulary for a given field.

8. Should the materials for translation provided by the Ordering Party be terminologically inconsistent, linguistically incorrect, partially illegible and disorderly, the Contractor may notify the Ordering Party of the defects in such materials and demand that the Ordering Party immediately, but not later than within the period corresponding to 1/10 of the agreed time limit for the Order completion, send the revised version of such materials, relevant explanations or instructions. If such explanations from the Ordering Party are delayed, the deadline for the Order completion shall be automatically postponed in proportion to the delay. Should the revised version not be available, the Contractor shall perform the service with due diligence; however, they shall not be responsible for the consistency of the translation and correctness of the Terminology.

9. No Party shall be liable towards the other Party, if non-performance or improper performance of their respective obligations results from force majeure events. Within the meaning of these Regulations, force majeure events shall be: strikes, blockades, computer system breakdowns, power cuts, acts of terrorism, outbreaks of epidemics or contagious diseases whose severity prevents normal operation of the affected Party's enterprise. The Party affected by force majeure events should immediately notify the other Party of their occurrence and the estimated time that the force majeure event will last.

§ 8 Deadlines for Notification of Defects in the Order

1. The Ordering Party shall report to the Contractor any defects within the completed Order, in writing, as soon as they are discovered, not later, however, than within 14 calendar days of delivery of the completed Order to the Ordering Party – in the case of translations, and within the time limit specified in § 5 item 6 in the case of interpreting assignments. In addition, the Ordering Party shall be obliged to indicate the circumstances, time and manner of discovery of such defect and provide the defect description. With respect to interpreting assignments, the defect notice should be provided with the audio or audiovisual recording.

2. All rights of the Ordering Party related to defects in the translations shall expire after the period specified in item 1.

§ 9 Complaints

1. Should a dispute occur between the Parties concerning the occurrence of the defects referred to in § 7 of the Regulations in the completed Order, the Parties undertake to settle such dispute amicably, based on an opinion of an independent arbiter, appointed jointly by both Parties from a list of expert court sworn translators having their registered office or place of residence within the territorial jurisdiction of the District Court in Lublin.

2. The amount of the contractual indemnity under the provisions of item 3 § 7 of the Regulations depends on the findings of the arbiter's evaluation.

3. The costs of the independent arbiter's opinion shall be borne by the Party that loses the dispute in the complaint procedure.

§ 10 Exclusivity and Liability. Termination of the Agreement

1. The Ordering Party undertakes to make all arrangements concerning the Order exclusively by way of direct contacts with the Contractor only. The Ordering Party is forbidden to directly conduct any negotiations or make any arrangements concerning the Order with any third parties, especially the translator, the Contractor's sub-contractor, etc.

2. If the Ordering Party fails to observe the prohibition specified in item 1 § 10, they shall pay the Contractor a contractual indemnity amounting to 50% of the Contractor's agreed remuneration for completion of a given Order.

3. The Contractor has the right to withdraw from completion of the Order, paying the Ordering Party compensation for loss of contract amounting to 25% of the Contractor's agreed remuneration for the completion of the Order in question.

4. The Ordering Party has the right to withdraw from the Order, paying to the Contractor compensation for loss of contract in the following amounts:

4.1. in the case of interpreting assignments [consecutive or simultaneous], when the withdrawal occurred:

4.1.1. 3 days before the agreed interpreting date – 20% of the Contractor's agreed remuneration for a given Order;

4.1.2. 2 days before the agreed interpreting date – 30% of the Contractor's agreed remuneration for a given Order;

4.1.3. 1 day before the agreed interpreting date – 50% of the Contractor's agreed remuneration for a given Order;

4.1.4. on the interpreting date – 100% of the Contractor's agreed remuneration for a given Order.

The compensation for loss of contract referred to in items 4.1.1, 4.1.2 and 4.1.3, should be increased by the costs incurred by the Contractor for the purpose of the Order completion up to the date on which the Ordering Party submitted the statement of withdrawal, in particular the costs of room and equipment rental, if the Contractor has already incurred such costs. Non-payment of the compensation for loss of contract in the full amount renders the withdrawal ineffective.

4.2. in the case of translation assignments – the compensation for loss of contract shall correspond to the remuneration due for the already completed translation at the moment when the translator is informed that the Ordering Party had withdrawn from the Order, but not less than 25% of the Contractor's agreed remuneration for the completion of a given Order.

5. Non-payment of the compensation for loss of contract referred to in item 4 in the full amount obliges the Ordering Party to pay the Contractor the entire remuneration agreed with the Ordering Party.

§ 11 Confidentiality Clause

1. The Contractor undertakes to keep confidential any and all information provided and disclosed to them by the Ordering Party for the purposes of proper completion of the Order. Such information may be disclosed exclusively to the employees and sub-contractors directly involved in the Order completion. The Contractor hereby declares that all translators involved in completion of the Ordering Party's orders have concluded a confidentiality agreement with regard to any and all information of the Ordering Parties, as required by the quality assurance system EN ISO 9001:2008 implemented by the Contractor.

2. The Ordering Party consents to the collection, storage and processing of the Ordering Party's personal data by the Contractor.

§ 12 Final Provisions

1. To any issues not regulated herein, the appropriate provisions of the Civil Code shall apply. At the same time the Parties unanimously agree to exclude all rights that the Ordering Party would have in connection with non-performance and/or improper performance of the Order other than expressly granted in these Regulations.

2. The Regulations become binding for the Parties when they sign the Purchase Order or accept it in the procedure specified in §§ 1 and 3 of these Regulations.

3. The provisions of the Regulations may be amended by and between the Parties exclusively in writing, under pain of nullity, subject to the provisions of item 4.

4. The Contractor reserves the right to amend the Regulations. Any amendments to the provisions of the Regulations, in order to become legally valid and effective, require that the new Regulations are sent to the Ordering Party's address communicated to the Contractor when the Order is placed, at least 7 days before the new Regulations come into effect, and shall not require an addendum to the agreement. Any amendment to the Regulations gives the Ordering Party the right to terminate the agreement by notification, with effect as of the date of the new Regulations coming into force, with the proviso that the Orders accepted by the Contractor before the new Regulations came into effect shall be carried out on the basis of the previous Regulations. The notification by the Ordering Party should be submitted in writing within 3 days of receiving the new Regulations.

5. Prices for the Contractor's services shall be defined based on the Contractor's Price List, hereinafter referred to as the Price List, effective on the day when the Order is placed. The Contractor reserves the right to amend the Price List. Any amendments to the service prices in the Price List, in order to become legally valid and effective, require that the new Price List is sent to the Ordering Party's address communicated to the Contractor when the Order is placed, at least 7 days before the new Price List comes into effect. Any amendment to the Price List gives the Ordering Party the right to terminate this agreement by notification, with effect as of the date of the new Price List coming into force, with the proviso that the Orders accepted by the Contractor before the new Price List came into effect shall be carried out on the basis of the previous Price List. The notification by the Ordering Party should be submitted in writing within 3 days of receiving the new Price List

6. These Regulations shall come into effect on 07.10.2011.