These General Terms and Conditions (hereinafter the “T&C”) were issued under Section 1751 of the Czech Civil Code (Act No. 89/2012 Coll.; hereinafter the “Civil Code”), and apply to legal relationships between Orange Tree (hereinafter the “Provider”) and natural or legal persons ordering translation or interpreting services (hereinafter the “Client”). “Orange Tree” means Orange Tree, s.r.o. and its affiliated companies, Překlady Orange Tree s.r.o. and Překladatelská agentura Orange Tree v.o.s., all with their registered office at Mánesova 917/28, Prague 2 – Vinohrady, 12800, Czech Republic, as well as any other affiliates and legal successors.
2. Subject of Performance
The performance hereunder consists in the provision of services related to the Provider’s objects of business, i.e. in particular, translation and interpreting services (hereinafter the “Services”).
3. Types of Performance
Types of translations:
3.1.1 Ordinary translation from Czech into a foreign language, from a foreign language into Czech or between foreign languages.
3.1.2 Sworn (certified) translation.
Translation bearing a court-appointed interpreter’s clause, prepared in conformity with Act No. 36/1967 Coll., on experts and interpreters, as amended, by an interpreter appointed by the competent regional court. A sworn (certified) translation is inseparably bound with the original counterpart or an authenticated copy of the document being translated, and is therefore always in printed, not electronic form. The Client is obliged to provide the Provider with reasonably required collaboration, especially supply the document to be translated and certified in due time so that the translation can be prepared in time. In the event of the Client’s delay with the submission of the document to be translated and certified, the deadline for the performance will be postponed accordingly.
3.1.3 Incorporation of changes.
If the Client requests that certain changes be incorporated into a previously translated document, the newly translated parts will be charged as new translation and the remaining part of the document as revision. If changes are to be incorporated into a text not drawn up (translated) by the Provider, the Provider will only be responsible for the changes ordered by the Client and made by the Provider.
3.1.4 Proofreading of a complete translation.
If the Client orders proofreading only of a part of a certain text, the Provider is responsible only for the revised text in respect of which the proofreading is ordered. The Provider reserves the right to refuse to provide proofreading at its own discretion if the text provided by the Client is such that its proofreading would be as time consuming as preparing a new translation. In that case, the Provider will suggest that a new translation be carried out.
Types of interpreting:
3.2.1 Consecutive interpreting.
The interpreter always waits for the speaker to finish a segment of his/her speech and then interprets what has been said. No interpreting equipment is required for consecutive interpreting.
3.2.2 Simultaneous interpreting.
In simultaneous interpreting, the interpreter speaks concurrently with the speaker. The interpreter’s speech is transmitted to the recipients using interpreting equipment. Two interpreters are always required for each language combination in this type of interpreting.
In simultaneous “chuchotage” interpreting, the interpreter speaks concurrently with the speaker and whispers into the client’s ear without using interpreting equipment.
3.2.3 Sworn (certified) interpreting.
Consecutive or simultaneous interpreting provided in conformity with Act No. 36/1967 Coll., on experts and interpreters, as amended, by an interpreter appointed by the competent regional court.
Where the provision of interpreting services involves several categories of interpreting, the fee for the most demanding category is charged.
Special provisions applicable to all types of interpreting:
3.2.4 The Client is obliged to provide the Provider with reasonably required collaboration, including especially contact details of the Client’s authorised person, a description of the event where the interpreting is to be provided, underlying documents for the interpreter and other necessary materials and information.
3.2.5 The time of interpreting also includes preparations on site and breaks. The interpreter’s working day is 8 hours including breaks and interruptions. If the 8-hour working time is exceeded, an overtime shall be charged for each additional, even incomplete, hour based on the set daily rate.
3.2.6 If the event where interpreting is to be provided is held outside Prague, it is necessary to provide the interpreter with adequate accommodation, transport and catering. Based on mutual agreement, the Provider will arrange for these services at the Client’s expense, or the Client will arrange for these services for the interpreter itself. The amount of per diems is governed by Decree of the Ministry of Finance of the Czech Republic No. 254/2018 Coll. of 30 October 2018, laying down the basic rates of per diems abroad for 2019, or a decree replacing it, as applicable.
3.2.7 Technical equipment and services not mentioned above will be arranged for by the Provider based on mutual agreement with the Client. Transportation is charged on the basis of the actually incurred costs. If the event where interpreting is to be provided is held outside Prague, the Client shall pay per diem allowances and accommodation for a technician.
3.3.1 Apostille is a special certificate attached to documents. Its purpose is to verify the signature and imprint of the stamp on the documents so that these can be used abroad in countries defined by international treaties (e.g. the Convention Abolishing the Requirement for Legalisation for Foreign Public Documents concluded 5 October 1961 – the Hague Convention). In these cases, the certificate replaces higher authentication of documents.
3.3.2 On the basis of an order, the Provider will obtain an apostille for the Client, to be issued by the Ministry of Foreign Affairs or the Ministry of Justice, as the case may be. In the order, the Client shall indicate the target country for which the apostille is intended, whether the Client requires a notarised copy or whether the apostille is to be attached directly to the original document and whether the Client also needs translation of the document.
3.3.3 The Client is obliged to provide the Provider with reasonably required collaboration, especially supply the document to which the apostille is to be attached in due time so that the apostille can be obtained in time. In the event of the Client’s delay with the submission of the document to which the apostille is to be attached, the deadline for the performance will be postponed accordingly.
3.3.4 The Provider accepts no liability if the competent governmental authority refuses to attach an apostille to the document submitted by the Client, or for any delay caused by the relevant governmental authority.
4. Individual Agreement, Order
4.1 These T&C form an integral part of each individual agreement on translation or interpreting services entered into by and between the Client and the Provider, and are binding on both these Parties.
4.2 An individual agreement between the Provider and the Client is deemed concluded at the time when the Provider confirms in writing a binding order placed by the Client.
4.3 A binding order means a written confirmation of all the requisites of the order placed by the Client, including specification that the Client orders from the Provider the service specified in the order. Requisites of the order:
• specification of the service (translation, proofreading, interpreting or obtaining an apostille under Article 3 of these T&C), and, as appropriate, the language combination and type of translation (ordinary or sworn translation) or interpreting (simultaneous, consecutive, sworn interpreting);
• agreed price or the method of its calculation according to the Provider’s information;
• deadline for delivery or provision of the service;
• contact details of the Client’s authorised representative;
• invoicing address of the Client including Id. No. and Tax Id. No.
4.4 The requirement for a written form is also met in case of communications sent by e-mail or fax. Any deviating provisions contained in the written individual agreement shall prevail over the provisions of these T&C.
4.5 The agreed terms and conditions of the contractual relationship may be modified or cancelled only by express agreement of both Parties.
5. Performance Deadlines
5.1 The deadlines set out in a confirmed order are binding both for the Provider and the Client. The standard quantity of translation is not more than 10 standard pages per business day; the time of order and delivery of the translation must fall within the Provider’s working hours according to the up-to-date information available on the website at www.orangetree.cz. The shortest deadline for a sworn translation is 24 hours. Interpreting should be ordered at least one week in advance.
5.2 In the order, the Parties may agree on a shorter deadline; in that case, the Client shall pay to the Provider a fast-translation surcharge based on the applicable Provider’s price list given on the website at www.orangetree.cz, unless the Parties agree otherwise. The fast-translation surcharge must be agreed in writing in the confirmed written order.
5.3 Delivery of agreed performance
5.3.1 Translations and apostilles:
The Provider is obliged to deliver and the Client is obliged to accept the Provider’s performance by the deadline and in the manner specified in the confirmed order (other than for interpreting).
The performance is considered properly delivered if sent by the agreed deadline in the manner agreed in the written order (by e-mail, post, courier, etc.).
If, for serious objective reasons, the performance cannot be delivered in the manner specified in the individual agreement, the Provider may choose a substitute manner of delivery of its performance at the Client’s expense. The Client will be notified of this fact in advance.
For any performance requiring physical delivery of documents in printed or some other form, the Provider’s registered office or one of the Provider’s branches is deemed the place of performance according to the confirmed order or individual agreement with the Client. The Client is also obliged to supply all underlying documents and other materials necessary for the Provider’s performance at the same place.
5.3.2 Interpreting services:
The Client is obliged to enable and accept the provided interpreting services at the time and in the manner specified in the individual agreement.
If the Client refuses to accept a proper performance of interpreting services without a serious objective reason acknowledged by both Parties in writing, the interpreting services will be deemed properly provided, and the Provider becomes entitled to issue an invoice for the agreed amount and the Client becomes obliged to pay the invoice.
5.4 For the avoidance of any doubt, the agreed deadlines for the Provider’s performance are counted from the time of execution of the individual agreement between the Client and the Provider under Art. 4.2 hereof or from the time of submission of all the underlying documents necessary for the Provider’s performance, whichever occurs later.
6.1 The price shall be determined based on the applicable price list of the Provider’s services given on the website at www.orangetree.cz. The price list of the Provider’s services forms an integral part of the T&C.
6.2 Price of translation:
The price is determined on the basis of standard pages (SP), i.e. 1,500 characters without spaces in the MS Word format. The number of standard pages is always rounded up to 0.5 SP; the minimum scope charged is 1 SP. The price of translation is always billed based on the number of standard pages of the target text.
6.3 Price of interpreting:
The prices of interpreting are governed by the applicable Provider’s price list given on the website at www.orangetree.cz. The duration of interpreting also includes preparations on site and breaks. The Provider becomes entitled to a fee for the entire agreed period of interpreting even if the Client does not use this period to the full extent.
6.4 Price of obtaining an apostille:
The price of obtaining an apostille is set in the Provider’s price list given on the website at www.orangetree.cz.
6.5 Additional costs:
If the Client requests notarised copies of documents or other additional services (e.g. courier services, DTP services, etc.), the Provider will charge the costs actually incurred by the Provider.
7. Payment Terms
7.1 The price of the provided performance is payable on the basis of a tax receipt (invoice) issued by the Provider and payable within 14 days unless agreed otherwise.
7.2 The Client is obliged to pay the billed amount including VAT, if charged, to the full extent by the due date indicated in the relevant tax receipt (invoice) issued by the Provider.
7.3 In the event of a delay in payment, the Provider has the right to charge to the Client a contractual penalty of 0.1 % of the outstanding amount for each, even incomplete, day of delay. Payments made by the Client are first counted towards any contractual penalty and the balance then towards the outstanding principal amount.
7.4 In case of a large performance or based on other substantial reasons (e.g. if the Client appears in the Insolvency Register, etc.), the Provider may issue an advance invoice to the Client, payable by the deadline set out in the invoice. In that case, the deadline for the provision of the performance is counted from the date of payment of the advance invoice by the Client. Payment means the crediting the Client’s account with the relevant amount.
8. Rights and Obligations of the Parties
8.1 The Client is obliged to notify the Provider of any special requirements if such information is important for the Provider’s performance. If such requirements are not disclosed to the Provider, any later complaints related to such requirements will be disregarded.
8.2 If the Client requires that the Provider use, within its performance, any specific professional terms, notions or other specific words, phrases, abbreviations and the like, the Client is obliged to notify the Provider of this fact in writing and submit to the Provider a list of such required terminology in the relevant language, or submit to the Provider other underlying documents or identify in the order a responsible person whom the
Provider may consult on the professional terminology. If the Client fails to do so, any later complaints related to professional terminology will be disregarded.
8.3. The Provider is not liable for any consequences related to infringement of copyright to works provided by the Client for the purposes of the Provider’s performance.
8.4 The Provider agrees to maintain strict confidentiality of all acts related to the performance and all the underlying documents and information provided by the Client for the purpose of the Provider’s performance. The obligation to maintain confidentiality may be stipulated in more detail in a mutual non-disclosure agreement.
9.1 The Provider’s performance is deemed to have defects if it has not been provided in accordance with the individual agreement (confirmed order).
9.2 The Provider’s performance is also deemed to have defects especially in cases where it is not provided in the corresponding quality in terms of grammar, style or meaning.
9.3 The Client has to raise any potential complaint in writing. The written complaint must specify the reason for the complaint and the specific defects claimed; a mere general statement of dissatisfaction with the quality of the provided service is not considered a proper complaint. No complaint that is not properly substantiated will be accepted.
9.4 The Provider is obliged to respond to a complaint without delay, but not later than within 7 days.
If the Provider accepts the Client’s complaint regarding defects pursuant to paragraph 8.2 above as justified, the Provider will rectify the performance at its own expense within a period not exceeding 30 days, or will provide the Client with an appropriate discount, as the Client may choose.
If the Provider accepts a complaint and the performance is vitiated by defects other than those specified in paragraph 8.2 above or if defects in interpreting are concerned, the Provider will provide the Client with an appropriate discount.
9.5 The amount of the discount will be determined primarily by agreement of the Parties. If the Parties do not agree on the amount of the discount, it will be determined on the basis of an expert report drawn up by an independent translator appointed by the Provider.
If an expert report is commissioned, the Provider and the Client are obliged to pay an advance on its cost, in equal shares. If the expert report confirms that the complaint is justified, all the costs of the preparation of the expert report shall be paid by the Provider. If, according to the conclusions of the expert report, the complaint was not justified, all the costs of its preparation shall be paid by the Client.
9.6 The Provider is liable for any damage caused to the Client by defects of the performance; however, the above liability is, in any case, limited to the price of the performance excl. VAT.
9.7 Deadline for raising a complaint
Claims following from liability for defects expire if enforced belatedly.
The Client is obliged to enforce claims ensuing from defects of the performance vis-a-vis the Provider in writing without undue delay after ascertaining the defects, but not later than 28 calendar days of the date of acceptance of the Provider’s performance if the performance is a translation, or within 5 business days if the performance is interpreting. After expiry of this deadline, the Client’s claims will be considered enforced belatedly.
10. Order Cancellation, Cancellation Terms
10.1 The Client may cancel an order even after the relevant individual agreement has been made, also without stating the reasons. An order is deemed cancelled upon delivery of a written notice of cancellation to the Provider.
10.2 Once an order has been cancelled, the Provider will discontinue all work on the given order and will submit to the Client, at the latter’s request, any and all performance carried out until the time of cancellation. In that case, the Provider is not responsible for the quality of the performance thus submitted, and the Client may not claim any defects of such performance.
10.3 If the Client cancels an order after execution of an individual agreement, the Client is obliged to compensate the Provider for any and all costs that have been demonstrably incurred in this respect, including the price of the performance already provided. This compensation and price of performance are payable within 14 days of delivery of the invoice issued by the Provider.
10.4 Special terms in case of cancellation of an order for interpreting services.
The Client may cancel an individual order for interpreting services or part thereof without any obligation to compensate the costs incurred in the preparation of the interpreting no less than 14 days prior to the planned commencement of the interpreting. If the Client cancels an individual order for interpreting services less than 14 days, but not later than 3 days before the planned commencement (not including the first day of interpreting), the Client shall pay the costs expended for the preparation of the interpreting or their part in the fixed amount of 25% of the anticipated price. If the Client cancels an individual order for interpreting services not later than 24 hours before the time of departure of interpreters and technicians to the place of the interpreting, the Client shall pay the costs in the fixed amount of 50% of the anticipated price. If the Client cancels an individual order for interpreting services less than 24 hours before the time of departure of interpreters and technicians to the place of the interpreting, the Client shall pay the costs in the fixed amount of 100% of the anticipated price.
10.5 The Provider is not liable to the Client for any damage incurred by the latter as a result of non-performance of an individual agreement if this occurs due to unpredictable and unavoidable events that are beyond the Provider’s control (force majeure).
11. Special Provisions
11.1 Unless agreed otherwise by the Parties, the Client agrees not to contact the Provider’s translator/interpreter in any case directly with an order for services if the contact details of the above person have been obtained by the Client based on services provided by the Provider, but shall rather always contact the Provider.
11.2 The Client further agrees to deal with any and all disputed matters with the Provider, rather than with the translator/interpreter commissioned by the Provider.
11.3 If, with the Provider’s consent, a contact is made between the Client and the Provider’s translator/interpreter, the Client agrees not to discuss with him/her any matters concerning the terms and conditions of the services provided or the business terms of the translator/interpreter.
11.4 In case of breach of the Client’s obligations following from Art. 11.1 to 11.3, the Client is obliged to pay a contractual penalty to the Provider in the amount of CZK 50,000 (in words: fifty thousand Czech crowns) for each individual breach. This shall in no way prejudice the Client’s obligation to compensate the Provider for any damage thus incurred, beyond the scope of this contractual penalty.
11.5 The Client is obliged to inform the Provider, before confirmation of the order and, if applicable, later without delay, of any and all circumstances that could unfavourably affect the performance of the Client’s obligation to pay the price of the performance under the terms and conditions. The Client is obliged, in particular, to inform the Provider that an insolvency petition has been filed or that insolvency proceedings against the Client have been initiated or are imminent, that a decision has been made on adjudication of bankruptcy against the Client’s property or that the Client has entered into liquidation or that such a situation threatens.
11.6 These T&C form an integral part of all individual agreements made between the Provider and the Client. In case of any discrepancies between the provisions of these T&C and those of an individual agreement, the provisions of the individual agreement shall prevail.
In Prague, on 1 April 2019