Terms and conditions

issued pursuant to Section 1751 of Act No. 89/2012 Coll., the Civil Code

I. Introductory Provisions

These General Terms and Conditions (hereinafter referred to as the "GTC") regulate the rights and obligations between Aspena, s.r.o., ID No. 60751185, with its registered office at Gorkého 15, 60200 Brno, Czech Republic, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, Insert 19243, and Aspena, s.r.o., ID No. 35 845 040, with its registered office at Trnavská cesta 5, 83104 Bratislava, Slovak Republic, registered in the Commercial Register kept by the District Court in Bratislava, File No.: 27496/B (hereinafter referred to as the "Provider") and a natural person or a legal entity (hereinafter referred to as the "Customer"), both also as hereinafter referred to as the "Parties" arising from the provision of services consisting of translations, proofreading, interpreting, data services or other ancillary and translation‑related services.
These GTC, as amended, are published on the Provider's website: aspena.com.
On the basis of its trade licence, which is the subject of its business, the Provider is authorized to provide services (hereinafter referred to as the "Services"), the subject of which is in particular:

making translations; and/or
provision of proofreading services; and/or
providing interpreting; and/or
provision of data services; and/or
other services related to the above activities.

The Customer is obliged to pay the agreed price for each Service performed. If the Service is provided without a price having been agreed, then at the usual price.
The Provider provides Services to the Customer through its employees as well as external contractors.

II. Terms and Definitions

Terms of Contractual Relationship	Description of Terms
Offer	Presentation of possible solutions (options) of the implementation of the Job with regard to the purpose and its final use and the proposed price.
Order	A draft contractual arrangement (Contract) made by the Provider to the Customer, including in particular the method of execution of the Job and the price for the performance.
Option	The method of making or providing a Service to the Provider according to its Job will be generally specified in the Offer.
Recommended option	Option recommended by the Provider. The most suitable way of processing the described Job.
Total U/Estimated U	Estimate of the number of units to be charged. The final price will be charged according to the final number of units realized.
U = Unit	The selected unit based on which the price will be charged.
Type of service / Subject	Service specifications.
Delivery date / Terms of delivery	The date of delivery or provision of the Service, or in particular the date of dispatch of the Job by the Provider or the storage of the Job on the Provider's portal or other agreed storage, or the time when the Service will be provided. If specified by the number, it means the number of working days counted from the next business day after the date of entering into the Contract. If the Provider requires an advance payment, the date of execution will be calculated from the day following the date of receipt of the payment.
Price per U	Price per Unit.
Subject of the Order	The Job Implementation option selected by the Customer.
Acceptance and execution of the Job / Working hours	The working hours for receiving and delivering orders are from 8 a.m. to 5 p.m. Central European Time (UTC + 1 hour) on working days, i.e. Monday to Friday, unless otherwise agreed.
Service	The name of the Service performed.
Field	The field of the Job/Service specified by the Customer.
Provided terminology	If terminology is provided by the Customer, the Provider will use it for translating relevant expressions. If it is not provided, the Provider will use terms of the ordinary adequate meaning. The created database of expressions or their updates will be provided by the Provider on the basis of an agreement with the Customer regarding the price for this performance.
Reference materials	If the Customer provides reference materials, the Provider will use them as orientation material for the implementation of the Service. If no reference materials have been provided, the Job will be performed using the usual adequate expressions.
Job	Realized Service. Service requested by the Customer and performed by the Provider.
Customer portal	The Provider's electronic system enabling the administration of the Customer's jobs and the Customer's remote access.
Source	Person performing the Performance.
Performances
Annotation	Processing of image descriptions, text sequences, video sequences, or audio sequences according to the material to be processed.
Apostille	Ensuring apostille verification. An apostille is a clause that is attached after a certified translation, which proves the verification of the signature and stamp on the document for the purpose of its use abroad.
Dubbing	Implementation of dubbing services individually or as a complete service: non‑synchronized dubbing, synchronized dubbing, technical preparation and finalization, and transcription.
Job tracking	Delivery of a copy of a previously completed job.
Delivery	Ensuring the delivery of the Job by post, courier or other transport company.
Electronic certified translation	A certified translation bearing the electronic stamp of a court‑appointed translator. It is valid for 5 years.
External printing	Delivery of professional prints.
Graphic processing	Basic editing and arrangement of text according to the original document in MS Word format.
Graphic design	Graphic design of the document. Text formatting. Without or with the use of special (DTP) graphic programs.
Proofreading	Grammatical and basic content revision, carried out on the translation we have made. A review of the target language content compared to the source language content. An integral part of the translation process in accordance with ISO 17100. Bilingual or monolingual proofreading. It does not contain pre‑press or other proofreading.
Proofreading of the translation with evaluation	Proofreading including an evaluation report.
Consecutive court interpreting	Interpreting, which must be carried out by a court‑appointed interpreter, usually an official act (weddings, court deposition, etc.).
Consecutive interpreting: low consecutive interpreting	The content of the speech is interpreted into the target language only subsequently, during the speaker's pauses. This is a low‑level interpreting: a business meeting, a doctor's appointment, a tour of the city, etc.
Consecutive interpreting: high consecutive interpreting	The content of the speech is interpreted into the target language only subsequently, during the speaker's pauses. This is a high‑level interpreting: both the speaker and the interpreter can speak in segments of several minutes, it can be done from memory or with an interpreter's notation. In particular, it is interpreting for a wider audience, at a higher state level, at conferences, etc.
A copy of a certified translation	Making copies of certified translations.
Proofreading of an external text	A revision of the grammar and basic content, carried out on a translation not made by us. A review of the target language content compared to the source language content. Bilingual or monolingual proofreading. It does not contain pre‑press or other proofreading.
Proofreading of a modified text	Proofreading of a translation made and handed over by us, where the Customer has then changed the source content.
Creative adaptation of text	A translation in a style ensuring the creation of the desired style with regard to the purpose of use of the target content.
Creative text creation	Creation of creative texts (copywriting) according to the assignment in the target language.
Localized translation	A translation that is tailored to the target environment.
Costs associated with interpreting	Costs associated with interpreting. In particular: transport, travel time, interpreter preparation, meals, accommodation.
Notarisation	Ensuring the certification of documents.
Specialist proofreading	Review of the target language content from the point of view of the appropriate use of terminology. Review of the use of special terms for a given field using a supplied or ordered terminology dictionary or provided reference texts. According to the ISO 17100 standard, this correction is called "peer review".
Assessment of the spoken word	Assessment of intelligibility and correctness of the spoken word.
Post‑editing	A language revision carried out upon on a machine translation, which ensures the quality adequate to the implementation of the translation performance.
Assessment proofreading	A review of the quality of the translation carried out by another translator.
Pre‑print proofreading	Pre‑publishing review of the target language content after the text has been processed by the customer. Without this proofreading, the target content cannot be published. The number of days for proofreading is added to the deadline for the translation with proofreading.
Translation	Conversion of the source language content into the target language content in written form that is intended for further processing. For further use, we recommend adequate proofreading.
Translation including proofreading	Conversion of the source language content into the target language content in written form, which is proofread (bilingual revision).
SEO translation	Translation of a text relating to the website SEO either individually or as a comprehensive summary of services: compilation of a list of keywords for the target language, linguistic proofreading with keyword support, translation in accordance with the keywords, analysis of the website in accordance with the keywords.
Translation in accordance with EN ISO 17100	A translation that meets the requirements of EN ISO 17100. It is made with proofreading done by another translator/proofreader. The processes and experience of translators meet the requirements of the standard. A translation is made in this way only if this performance is expressly agreed.
Transcription of a written text	Rewriting the source content in paper form into an editable form.
Project preparation	Preparation of the Job.
Simultaneous interpreting	The interpreter translates the content of the speech into the target language immediately, in the course of the speaker's speech, using interpreting equipment. In the booth, there are always two interpreters; simultaneous interpreters take turns every half an hour. Without using booth interpreting equipment, so‑called whispering (whispered interpreting) or using whisper sets.
Certification of a translation	Certification of an already completed translation. The translation must be proofread by an interpreter who certifies the translation, see Certified translation.
Certified translation	A translation made in accordance with Act No. 36/1967 Coll., on Experts and Interpreters, by a translator (in the language of the Act, an "interpreter") appointed by the regional court of jurisdiction. A certified translation is inextricably linked to the original or an officially certified photocopy of the original document being translated and is therefore exclusively in paper form, never in electronic form. The Customer must submit the original or an officially certified photocopy of the document intended for a certified translation.
Machine translation	Machine translation of the source text into the target language.
Stylistic proofreading	Review of the target language content for the suitability of the style for the desired purpose of use of the target content.
Superlegalization	Ensuring higher verification of the certified (legalized) document in the country where the document is to be used.
AI interpretation	Interpreting using artificial intelligence.
On‑line interpreting	Remote interpreting via the Internet. It ranks below the Consecutive Interpreting performance: low consecutive interpreting.
Telephone interpreting	Interpreting a phone call. It ranks below the Consecutive Interpreting performance: low consecutive interpreting.
Sign language interpreting	Interpreting from the source language into the sign language of the corresponding language and vice versa.
Interpreting equipment	Provision of technical equipment used for simultaneous interpreting. Specific items are selected upon the Customer's requirements.
Text creation	Creating texts based on assignments, chosen topics or keywords.
Subtitle creation	Implementation of services related to the creation of subtitles, either individually or as a comprehensive package of services: technical preparation, which includes conversion of the input format and/or incorporation of subtitles into the video, transcription of the spoken word, creation of timestamps, creation of subtitles using the selected program, synchronization of subtitles with the video, timing of subtitles.
Voice over: High‑quality	Recording of a text from a script in a professional recording studio.
Voice over: Low‑end	Recording text from a script using commonly available equipment (phone, Skype, etc.).
Glossary creation	Creation of a terminology dictionary using reference materials and source content. The glossary serves as an essential tool to maintain the required customer terminology and its consistent use.
Translation memory creation	The creation of a translation memory (TM) from previous translations or other reference materials provided by the customer is used to implement the translation with the help of CAT tools.
Style guide creation	Creation of language/style rules according to the purpose of the Job (customer requirements). The guide serves as an essential aid to maintain the style desired by the customer.
Test translation	Translation of a small part of the Job, on the basis of which the Customer decides on the award of the Job in its entirety.
Back translation	Translation after translation: we convert the converted content back into the source language content. Implemented by two translators. It is not a substitute for proofreading.
Unit Charged	Abbreviations
Standard page	SP	Every 1800 keystrokes started (according to MS Word: 1800 characters including spaces).
Physical page	PP	A page of a physical document (printout), regardless of the amount of text on that page.
Word	Word	A character or sequence of characters separated by spaces.
Piece	PC	A summary of the entire realized quantity.
Weighted word	WW	A word into which the degree of match of the source Words is projected.
Character	Character	A letter, number, or any visual representation of a concept.
Hour	Hr	Every commenced hour.
1/2 day	1/2 day	More than one hour, but less than 4 hours.
Day	Day	More than 4 hours, but a maximum of 8 hours.

III. Written Form of Acts and Delivery

For the purposes of these GTC, acts made in written form, hereinafter referred to as "Written Documents" and/or "Written Form", will be considered to be, in addition to Written Documents in paper form, the following:

actions made by e‑mail, hereinafter referred to as "E‑mail",
via the electronic order form and/or the ordering system in the Customer Portal of the Publisher's information system, hereinafter referred to as the "E‑mail".

In the case of an E‑mail sent from an e‑mail address other than the e‑mail address specified in the Contract, the Written Form has been adhered to if the E‑mail contains:

an electronic signature made in accordance with special legal regulations, hereinafter referred to as the "Signature", and/or
the number of the Offer or the number of the Order or the Job assigned by the Provider, which for these purposes serves as an agreed password. If the E‑mail or an attached file is provided with the number of an Offer or Order or Job number, the Parties will conclusively presume that the relevant Party on whose behalf it was sent has confirmed the E‑mail with the same effects as if it were a Signature. A Party (meaning the Customer) is liable for any damage that the other Party (meaning the Provider) would incur as a result of the password misuse.

IV. Contractual Relationship

The contractual relationship, hereinafter referred to as the "Contract", between the Customer and the Provider is established in particular on the basis of any of the following:

a concluded framework agreement and individual contracts for work concluded in accordance with the framework agreement;
an Order created by the Provider, which the Customer confirms and sends back to the Provider;
on the basis of an Offer made by the Provider, which the Customer confirms and sends back to the Provider;
Written enquiries sent by the Customer, which the Provider will Confirm in Writing.

In particular, the contractual relationship is concluded by means of electronic communication: By e‑mail, through the Provider's Customer Portal, or in paper form.
The GTC form an integral part of the contractual relationship between the Customer and the Provider and are binding on both Parties. Any deviating arrangements between the Customer and the Provider in the Contract take precedence over the arrangements in these GTC.

The General Terms and Conditions of the Provider with regard to the nature of the contractual relationship (the Provider provides performance of a specific nature requiring special arrangements) take precedence over the Customer's general terms and conditions, unless expressly provided otherwise by the Contract between the Customer and the Provider.
The following facts must be apparent from the Written Documents mutually sent between the Customer and the Provider when concluding the Contract, and so the Contract will contain the particulars specified below:

identification of the Customer, i.e. business name, ID number, and/or name and surname, address of the Customer,
specification of the Service, whether it is a translation, proofreading services, data services or interpreting;
the source and/or target language, if it is relevant to the provision of the Service;
the required date of completion, i.e. the date of delivery of the translation, proofreading, other related services, or the required date and time of interpreting;
the required method of delivery or execution of the ordered Service;
a contact person for communication with the Customer;
the purpose for which the Service will be used.

If the purpose of the Service is not specified in the Contract and the Service is provided without regard to the purpose intended by the Customer without informing the Provider thereof, it is not considered a defect of the Service pursuant to Art. VI. of these GTC and the Customer will not be able to make claims from liability for defects in the Service in this respect,

information on whether the resulting work, such as a translation, will be used for publication (printed and/or electronic).

If yes, the Contract must also include an order of a special process for the processing of translations of texts intended for printing (in particular, in addition to the translation performance, adequate proofreading and pre‑press proofreading). If this purpose is not stated in the Order and/or if this special processing process is not ordered, it is not considered a defect of the Service according to Art. VI. of these GTC and the Customer will not be able to make claims from liability for defects in the Service in this respect;

information on whether the work (especially in the case of translations) contains technical and other special expressions, abbreviations, etc., hereinafter referred to as "Terminology".

If yes, the Customer must provide the Provider with a dictionary of the required Terminology in the relevant language and/or provide the Provider with auxiliary materials and/or state in the Contract the name and contact details of the responsible person authorized by the Customer to consult the Terminology and order professional proofreading. If the Customer fails to do so and the Provider unknowingly uses a different Terminology than the one intended by the Customer, it is not considered a defect of the Service pursuant to Art. VI. of these GTC and the Customer will not be able to make claims from liability for defects in the Service in this respect,

information on whether the Translation Job should comply with EN ISO 17100.

If this is not explicitly stated, the Job does not have to be prepared in accordance with EN ISO 17100. If this special processing process is not ordered, it is not considered a defect of the Service according to Art. VI. of these GTC and the Customer will not be able to make claims from liability for a defect in the Service in this respect.

V. Performance of the Job

The Provider will have duly performed the Job if the Services provided comply with the Contract and are provided within the agreed time. The Customer is obliged to take over the Job at the place and/or in the manner specified in the Contract.
The Job is fulfilled on time:
In the case of paper form of the Job:

the day when the job is ready for physical takeover by the Customer;
for consignments delivered in person and/or by courier service, the date of confirmed dispatch or receipt by the courier service;
for regular consignments delivered through a postal licence holder, the date of posting for dispatch;
for registered mail delivered through a postal licence holder, the date indicated on the posting confirmation.

In the case of E‑mail:

on the day of sending the E‑mail by the Provider which includes the Job in electronic form.

In the case of storage on the Customer's Customer Portal or other agreed storage:

the date of storage of the completed Job by the Provider.

in the case of interpreting, by providing interpreting in accordance with the Contract.
The Customer is obliged to confirm the takeover of the Job to the Provider in writing without delay and to do it in particular:

in the case of translation/proofreading or other related Services in Writing;
in the case of interpreting, in Writing by confirming the Provider's Interpreting Protocol form;
in the event that the Customer is a user of the Customer's Customer Portal, in addition to the written confirmation, the Provider's electronic record on the Customer's Portal constitutes proof of receipt.

If the Customer fails to fulfil its obligation to confirm the acceptance of the Job in Writing in accordance with the GCTC, the Customer will be presumed to have taken over the Job properly and on time, if the Customer did not, even within 24 hours after the expiry of the deadline for the provision of the

Job, raise an objection of delay in the performance of the Service in Writing to the Provider.

In the event that the result of the Job, the subject of which is a translation/proofreading or other related services, cannot be handed over in the agreed manner for serious reasons, the Provider may choose an alternative method of delivery and notify the Customer accordingly. If the need for substitute delivery arises due to reasons on the part of the Customer, the Customer is obliged to reimburse the Provider for such costs.
In the event that the Customer fails to take over a duly completed Job and/or makes it impossible to deliver it, the Provider becomes entitled to payment at the moment when it is made ready for delivery.
The Provider is entitled to destroy the documents provided by the Customer as well as the Job without compensation if the Customer does not take over the Job within 6 months after the date of completion. The Provider is entitled to charge costs associated with the storage of the Job in the minimum amount of CZK 100 / commenced month.

VI. Claims Arising from Liability for Defects of the Job and Deadlines for Making These Claims and Dispute Resolution

A Job is defective if it is not performed in accordance with the Contract.
The Customer is obliged to file any claims arising from defects in the Job with the Provider without undue delay after discovering them from the date of performance of the Job. The Customer is obliged to make claims arising from defects in the Service in Writing.
Claims arising from liability for defects in the Service cease to exist if they are made for reasons excluded by the Contract and/or these GTC and/or after the expiry of the statutory period or a period provided by these GTC.
When making a claim for liability for defects in the Job, the Customer is obliged to state and/or attach:

the reason for making the claim;
the time and method of detection of defects;
a description of the defect(s) and the frequency of their occurrence;
in the event of a claim for a defect in the Interpreting Service, an unedited audio and/or audio‑visual recording;
a proposal for a solution which is required by the Customer.

If the Provider acknowledges a defect in the Job provided, the Provider will remove the identified defect and provide the Customer with a correction of the completed translation or proofreading or other related Service. If this is not possible due to the nature of the work provided, the Provider will provide a reasonable discount on the price of the Job without VAT, in the amount determined by the Provider while taking into account the ratio of the identified defects in the content to the volume of the translated content. The maximum discount pursuant to this paragraph may be provided up to the amount of the price of the Service.
The Customer may not make a claim from liability for defects in the Job in the case of a translation/proofreading or other related Services, when under the Contract the Customer requires the Provider to liquidate all documents and outputs from the execution of the Job and/or if the Provider does not have the opportunity to keep these documents and outputs in order to assess the legitimacy of these claims, e.g. when processing the

Job on the Customer's server.

The Provider will be liable for any damage caused by defects in the Job up to the price of the Job without VAT.
In the event that a dispute arises between the Parties concerning the legitimacy of the Customer's timely claims arising from liability for defects under these GTC, the Parties agree:

first to attempt to resolve the dispute out of court, in the form of an expert opinion by an independent interpreter from the register of experts and interpreters maintained by the Ministry of Justice of the Czech Republic, chosen by the Parties on the basis of a consensual agreement;
in the event that the independent interpreter's report is to the detriment of the Provider and the Provider agrees with the result of the report, the Customer is entitled to a discount on the price of the Job, the amount of which will be determined by the Provider by taking into account the ratio of the identified defects in the content to the volume of the translated content. The maximum discount pursuant to this paragraph may be provided up to the amount of the price of the Service.
in the case of interpreting, the Provider will provide the Customer with a discount on the price of the Job in a manner similar to the previous paragraph of these GTC.

If the dispute cannot be resolved out of court, or if the Parties do not agree on the appointment of an independent interpreter, or if either of the Parties disagrees with the result of the independent interpreter's report, the dispute arising from and in connection with the Contract will be decided by court.

VII. Out‑of‑court Settlement of Consumer Disputes

If the Customer is a consumer, if the Customer has entered into the Contract with the Provider as a natural person who does not act in the course of his business activities or in the independent exercise of his profession, hereinafter referred to as the "Consumer", and if a consumer dispute arises between the Consumer and the Provider, the Consumer has the right to an out‑of‑court settlement. The subject of out‑of‑court settlement of consumer disputes arising from the Contract is the Czech Trade Inspection Authority (Štěpánská 567/15, 120 Prague 2), if the provider of the Service is Aspena, s.r.o., with its registered office at Gorkého 15, 60200 Brno, and the Slovak Trade Inspection Authority (P. O. BOX 29, Bajkalská 21/A, 827 99 Bratislava), if the service provider is Aspena, s.r.o., with its registered office at Trnavská cesta 5, 83104 Bratislava, Slovak Republic. All details on the out‑of‑court settlement of consumer disputes are available on the website of the Czech Trade Inspection Authority: coi.cz, Slovak Trade Inspection Authority www.soi.sk.
In the event of disputes between the Provider and the Customer, who enters into a contractual relationship with the Provider as a consumer, the provisions of these GTC on the choice of law for the contractual relationship and the determination of the court for dispute resolution will apply, taking into account consumer rights under the law determined under generally binding legal regulations.

VIII. Pricing, Invoicing and Maturity

The pricing arrangements, hereinafter referred to as the "Price" of the Job, are set in the Contract as a unit price and/or as a preliminary or estimated total price.
Value added tax or a similar tax at the statutory rate may be added to the price if so required by generally binding regulations.
If the Price of the Job determined as Price per unit and/or as Price per unit and the total Price is preliminary, for example because it was determined only on the estimate of the number of units, the calculation of the final Price will be based on the number of units in the target language and/or the extent of the work actually incurred and the costs of the Provider.
The Provider is entitled, even in cases not agreed in the Contracts, to require partial or full payments in advance and for this purpose it is obliged to issue tax documents to the Customer. Unless otherwise expressly agreed in the Contract, these tax documents are due on the date specified therein.
The Provider will issue a tax document to the Customer, hereinafter referred to as the "Invoice", as of the date of the taxable supply.
The order number or other registration number of the Customer, which the Customer requires to be stated on the Invoice or other documents, is provided only for record‑keeping purposes and does not constitute any legal acts with effect on the Contract between the Customer and the Provider.
The Customer is obliged to pay the Invoice by the due date, which is 14 days from the date of issue of the Invoice, excluding the settlement of contractual penalties, and to duly designate its payment.
In the event that the Customer requests an Invoice to be issued to another entity, the Customer is responsible for the payment of the price until the payment of the relevant amount by the other entity. This obligation will be confirmed by the Customer to the Provider in writing. The Provider may suspend the provision of the Services until the necessary confirmation is issued. If the other entity fails to pay the Price properly and on time, the Provider is entitled to issue a tax document without further notice and the Customer agrees to pay the Price within the deadline set by the Provider.
For the purposes of these GTC, payment will be considered to have been made upon the crediting of the relevant amount to the account of the Provider.
In the event of a delay in payment, the Customer is obliged to pay the Provider a penalty in the amount of 0.1% of the outstanding amount for each commenced day of delay. By payment of the penalty, the Provider's claim to default interest will not be concerned.
In the case of late payment, the Customer's payment, regardless of its designation by the Customer, will be first set off against the oldest obligation, first against default interest and penalty(ies) and the remaining part of the payment against the principal of the debt.
In the event that the Customer is in default with the payment of the Invoice for partial or full payment in advance against the deadline specified in that document and/or in default with the payment of any other amount for a period longer than 30 days from the due date of the amount, the Provider is entitled to:

withdraw from the Contract, with the proviso that in the case of a Contract made for a longer term, in that case as of the date of withdrawal, all individual agreements not yet fulfilled by the Provider concluded under the Contract made for a longer term are extinguished; and/or
give a notice of termination of the Contract; and/or
require the Customer to secure its existing and future claims, whereas the suitability and/or adequacy of such security will be decided by the Provider; and/or
until the full payment of its claims, suspend the provision of its Services to the Customer, even under the Contracts that have not yet been fulfilled, or not provide its Services to the Customer, without this being considered a breach of the Contract by the Provider. In such a case, all performance deadlines specified in the Contracts that have not yet been fulfilled will be extended by the period of delay in payment.

The Provider is entitled to authorise a third party to collect its claims from the Customer and, for this purpose, to transfer the Customer's personal data as well as data relating to the claims to this third party to the extent necessary. The Customer is obliged to deal with this third party as a duly authorised collecting agent of the Provider. The Provider is also entitled to assign its claims to third parties.

IX. Principles of Cooperation

The Parties are obliged to always state the number of the Offer/Job when dealing with each other.
The Customer is obliged to provide the Provider in a timely manner with all documents, materials and information necessary for the provision of the Service, whereby:

in the case of a translation/proofreading or other related services, it will do so before or upon the date of conclusion of the Contract;
in the case of interpreting, it will do so reasonably in advance of the required date of the interpreting. If the Customer fails to do so, the Provider will not be liable for any defect in the Job consisting in the use of incorrect Terminology;
the initial text supplied by the Customer to the Provider must be comprehensible in terms of fact, terminology and language and must be in a legible and clear form. If the source text does not meet these requirements, the Provider will not be liable for the correctness of the translation and will not be liable for any direct and/or indirect damage incurred by the Customer as a result of an incorrect translation / incorrect proofreading or other related Service of such source text, in which case it is not even a defect of the Job under the provisions of these GTC;
the Provider is entitled to point out any deficiencies in the Customer's source text and to request a corrected or legible text, explanation or instructions. Until the Customer provides a new text, explanation or instructions, the Provider is entitled to interrupt the provision of the Job, and the deadline for the performance of the Job will be extended by the period of such interruption.

The Provider is obliged to inform the Customer without undue delay following the occurrence of any of the following circumstances that:

it has not received the documents for the processing of the relevant Job and/or has received it incomplete or in a damaged condition; and/or
the submitted documents do not correspond to the data specified in the Order (e.g. file size, language, etc.); and/or
circumstances have occurred that could jeopardize the timely delivery of the Job to the Customer.

The Customer is obliged to inform the Provider without undue delay of all circumstances that could affect the performance of its contractual obligations, including the obligation to pay the agreed Price on time, as well as of the fact that it has entered into liquidation and/or has become a debtor in bankruptcy under the Insolvency Act.
If the Job is a translation/proofreading or other related Services:

the Provider is not responsible for the uniformity and accuracy of the Terminology or graphic design, especially if the Job is divided among several sources/processors (translators, proofreaders, etc.), unless such unification is expressly agreed in the Contract;
the Customer may not use the processed text for publication if it has been prepared by the Provider as a Trial Translation.

If the Job is interpreting:

the Customer may not request any other activity from the interpreter within the framework of the Contract (e.g. written translation, minutes of meetings, guide and organizational Services),
The Customer is obliged to:
ensure the conditions corresponding to the type of interpreting, including technical support, if it has not been ordered from the Provider;
if the Provider agreed to supply the Interpreting Equipment, provide the Provider with access to the premises where the Interpreting Equipment will be installed reasonably in advance;
ensure the transport of the interpreter from the agreed place to the place of performance of the order and back by an appropriate means of transport with regard to the distance between the places;
if the Interpreter’s transport is arranged by the Provider, reimburse the Provider for travel expenses, including meal allowances, in full in accordance with applicable legal regulations;
arrange for the accommodation of an interpreter in a single room with facilities at its own expense;
if the Interpreter is accommodated by the Provider, to reimburse the Provider for the costs associated with the accommodation;
provide the interpreter with a break for meal and rest of at least half an hour, no later than after four and a half hours of interpreting.
an interpreter's day means 8 hours, including breaks;
The Provider is entitled to compensation for the time lost by the interpreter and for the time spent travelling in connection with the provision of interpreting.

X. Special Arrangements

The Customer represents that it is entitled to dispose of the Work in accordance with Act No. 121/2000 Coll., the Copyright Act, as amended. The Provider will not be liable for any consequences associated with the infringement of copyright or violation of other laws relating to intellectual property rights.
The Customer warrants to the Provider that the claims of the authors of the texts submitted by the Customer to the Provider for translation or interpretation have been or will be settled as appropriate, and if any claims of third parties are made against the Provider, then the Customer will settle them at its own cost and provide the Provider with all necessary cooperation in the defence of its interests.
The Customer may not contact a translator or interpreter or any other processor of the Job without the explicit written consent of the Provider in business matters, in particular those relating to the Job currently being processed.
If, with the consent of the Provider, there is contact between the Customer and the processor of the Job, the Customer may not discuss matters relating to the Contract or the terms and conditions of the Parties with them and must immediately inform the Provider of any intention for a new Job or the need to change the terms of the Contract.
In the event that the Customer breaches any of the obligations specified in this article of the GTC, the Customer is obliged to pay the Provider a penalty in the amount of CZK 100,000 for each individual case of breach of the obligation, even repeatedly. The penalty charged by the Provider to the Customer is payable within 14 days from the date of delivery of the bill, and the penalty paid is not related to the compensation for the damage caused.
The Customer agrees with the inclusion of its name/business name in the Provider's marketing and business materials.

XI. Confidentiality Obligation

The Provider's obligation set forth below in this Article will apply in the event that a special non‑disclosure agreement has not been or will not be concluded between the Customer and the Provider, regardless of its current or future designation.
The Provider is obliged to maintain the strictest confidentiality towards persons other than the Customer, with the exception of the Job processors, about any and all information concerning:

the Customer that it learns about in the course of its activities for the Customer;
the Customer's customers and partners it has met during the performance of the Job;
the content of the source materials and the translations or interpreting made.

The confidentiality obligation does not apply to information that demonstrably has at least one of the following characteristics:

prior to the disclosure is already publicly known or publicly available;
the information must be disclosed to a third party on the basis of an obligation imposed by a valid legal regulation and/or has been enforced by a decision and/or measure of a public authority with which the Provider was obliged to comply.

XII. Processing of Personal Data

With regard to the fact that the Provider processes personal data of natural persons for the Customer pursuant to the Contract for the Customer within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation – hereinafter referred to as the "GDPR"), the Customer will be considered to be the controller and the Provider to be the processor pursuant to Art. 28 GDPR. The Contract is also considered to be a personal data processing agreement.
The subject of the personal data processing agreement is the processor's obligation to process personal data for the controller, to which the processor gains access on the basis of the concluded Contract.
In accordance with the above, the Customer as the controller represents that it is a controller of personal data pursuant to the GDPR regulation. The controller represents that personal data such as name, surname and other data enabling the identification of a specific natural person are obtained and processed by the controller in accordance with the GDPR Regulation, are accurate, correspond to the specified purpose and are to the extent necessary to fulfil the specified purpose.
The controller further represents that it is entitled to authorise the processor to process personal data to the extent stipulated by contract, for the contractually stipulated purpose and for the period necessary in accordance with the GDPR.
For the term of the Contract, the controller authorizes the processor to process personal data in connection with the performance of obligations under the Contract.
The processor will process personal data in particular by temporary storage and transfer, both in electronic and paper form.
The controller is aware that the documents provided on the basis of the Contract to the processor as the Provider of translation, interpreting, other language or related Services may not always include the occurrence and scope of personal data of natural persons so that their identification can be fairly required from the Processor when performing its usual and procedurally established activities and procedures in accordance with the subject matter of performance under this Contract. The controller agrees to notify the Processor of this finding and to designate such finding without delay after discovering the occurrence and scope of personal data of natural persons in the submitted documents.
If any written documents are necessary for the performance of the processor's obligations under this Contract, the controller is obliged to hand over these documents to the processor without undue delay after being requested to do so by the processor.
The processor is obliged to comply with the provisions of Article 33(2) GDPR, as soon as it detects a personal data breach, to notify the controller of such breach without undue delay. The notification will be made according to the Customer's instructions, and if none, by phone and/or email to the Customer's address.
Information obligation pursuant to Art. 13 and Art. 14 of the GDPR, in relation to data subjects whose personal data are processed under the Contract, will be performed by the controller.
The controller and the processor have agreed that the processor may, at its discretion, involve other processors in the processing of personal data as subcontractors of translation, interpreting, other language or related Services. The processor must impose on such other processors the same obligations for the protection of personal data as it has towards the controller under the Contract.
When providing performance under the Contract, the processor is obliged to proceed in accordance with the GDPR and other legal regulations, with professional care, to follow the controller's instructions and to act in accordance with the controller's interests.
The processor agrees to process personal data only on the basis of documented instructions from the controller, including the delivery of personal data to a third country or an international organization, unless such processing is required by European Union or Member State law to which the controller is subject.
As soon as the purpose of processing personal data within the meaning of the Contract ceases to exist, the personal data will no longer be processed. In this case, the data will be disposed of according to the controller's instructions and in accordance with the GDPR.
Information regarding the processing and protection of the Customer's personal data is available at https://www.aspena.com/information‑customers.

XIII. Termination of the Contract

The Contract may be terminated in the manner permitted by applicable law and/or in the manner specified in the Contract and/or in these GTC.
The Parties may change or terminate the Contract by written agreement. In this case, the rules for the formation of the Contract apply, with the necessary modifications, to its amendment or termination.
The Parties may terminate the Contract by unilateral action as follows:

The Provider is entitled to withdraw from the Contract in Writing
in the event that after the conclusion of the Contract, there are irremediable obstacles on its part preventing the performance of the Service;
in the event of the commencement of insolvency proceedings against the Customer, the determination of bankruptcy and the declaration of bankruptcy over the Customer's assets.
The Customer may terminate the Contract, i.e. "cancel the Job", by paying a cancellation fee to the Provider:
in the case of a translation (or proofreading or other related Service) on which the Provider has not started work, 20% of the price of the Job, but no more than CZK 1,500;
in the case of a translation (or proofreading or other related Service) on which the Provider has started work, 20% of the price of the Job plus the price of the already translated text (or the proofreading or other related Service performed) determined in proportion to the agreed price of the entire Job, but no more than 100% of the price of the entire Job;
in the case of interpreting if the Customer withdraws more than 24 hours before the agreed start time, 50% of the price of the Job and all costs already incurred in connection with the implementation of the interpreting;
in the case of interpreting, if the Customer withdraws less than 24 hours before the agreed time of the start of interpreting, 100% of the price of the Job and all costs already incurred in connection with the implementation of the interpreting.

XIV. Final Provisions

Unless otherwise agreed in the Contract and the GTC, the applicable law for the relationships arising from the Contract is

the applicable law of the Czech Republic, if the Provider is Aspena, s.r.o., with its registered office in the Czech Republic, in particular the relevant provisions of Act No. 89/2012 Coll., the Civil Code, as amended,
the applicable law of the Slovak Republic, if the Provider is Aspena, s.r.o., with its registered office in the Slovak Republic, in particular the relevant provisions of Act No. 513/1991 Coll., Commercial Code, as amended.

Any dispute arising from the performance of obligations arising from the Contract will be resolved by a court of local jurisdiction in the Czech Republic, if the Service Provider is Aspena, s.r.o., with its registered office in the Czech Republic, in other cases in accordance with applicable laws.
By signing the Contract, the Customer confirms that the content of the Contract and these GTC is known to him.
These GTC may be amended or supplemented by the Provider. This provision is without prejudice to the rights and obligations arising during the term of effect of the previous version of the GTC, where the wording as of the date of conclusion of the Contract is always decisive for the Contract.
The current wording of the valid and effective GTC for the Customer is available on the Provider's website. Any changes or additions to these GTC enter into effect as of the date of issue of the current GTC and their publication on the Provider's website.
If these GTC are amended, the Provider is obliged to inform the Customer of this fact in an appropriate manner prior to the entry into effect of the new version, whereby one of the following options is considered to be an appropriate method:

publication on the Provider's website aspena.com
sending a notification of their publication to the Customer's e‑mail address;
sending the current version to the Customer's e‑mail address;
sending their current version in paper form to the Customer's mailing address;

whereas the choice of the method of notification is up to the Provider.

Any change in the data specified in the heading of the Contract, such as a change in correspondence address, telephone number, etc., will be notified to the other Party without undue delay.
The wording of these GTC is binding on the Parties.

These GTC come into effect on 1 July 2024.