General Terms and Conditions

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

I. Introductory provisions

These General Terms and Conditions of Business (hereinafter referred to as "GTC") regulate the rights and obligations between Aspena, s.r.o., company registration number 60751185 with its registered office at Gorkého 15, 60200 Brno, Czech Republic, registered in the Commercial Register kept by the Regional Court in Brno, section C, insert 19243), as well as Aspena, s.r.o, ID No. 35 845 040, with registered office at Trnavská cesta 5, 83104 Bratislava, Slovak Republic, registered in the Commercial Register maintained by the District Court in Bratislava, insert no: 27496/B (hereinafter referred to as the "Contractor") and natural person or legal entity (hereinafter referred to as the "Client") both also referred to as "Parties" arising from the provision of services consisting in the production of translations, proofreading, provision of interpretation, data services or other additional and translation‑related services.
These GTC are published in the current version on the Contractor's website: aspena.com.
The Contractor is entitled, on the basis of its trade licence forming the object of its business, to provide services (hereinafter referred to as "Services"), the object of which is in particular:

and/or
translation services and/or
proofreading services and interpretation services and/or
data services and/or
other services related to the above activities

The Client 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 Contractor shall provide the Services to the Client through its employees as well as contractual external collaborators.

II. Definition of terms

Terms of the contractual relationship	Description of the term
Offer	Presentation of possible solutions (variants) for the implementation of the Contract with regard to the purpose and its end use and the proposal of the price.
Order	A draft contractual arrangement (Contract) made by the Contractor to the Client, containing in particular the manner of execution of the Order and the price for execution.
Variation	The manner of execution or provision of the Service to the Contractor in accordance with the Contractor's Order specified in the Offer in summary.
Recommended Variation	Recommended Variation by the Contractor. The most appropriate method of processing the described contract.
Total J/Estimate J	Estimate of number of units charged. The final price will be charged according to the final number of units executed.
J = Unit	The unit selected for charging the price.
Type of performance / Subject	Specification of the Service.
Delivery date / Delivery terms	The date of delivery or provision of the Service, or in particular the date of dispatch of the order by the Contractor or the placing of the order on the Contractor'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 Contractor requires advance payment, we calculate the execution date from the day following the day of receipt of payment.
Price per J	Price per Unit.
Subject of the order	The Order Variant chosen by the Client.
Receipt and execution of the order / Working hours	Working hours for receipt and delivery of orders are from 8 hours to 17 hours CET (UTC + 1 hour) on working days, i.e. monday to Friday, unless otherwise agreed.
Performance	Name of the Services performed.
Scope	Scope of the Order/Services as defined by the Customer.
Terminology provided	If terminology is provided by the Customer, the Contractor shall use this for translated terms. If not provided, the Contractor shall use terms in common adequate meaning. The Contractor shall provide the created expression databases or their updates on the basis of an agreement with the Client regarding the price for this performance.
Reference materials	If the Client provides reference materials, the Contractor shall use them as reference material for the implementation of the Service. If reference materials have not been provided, the Contract will be executed using common adequate terms.
Contract	Implemented Service. A service requested by the Client and performed by the Contractor.
Client Portal	The Contractor's electronic system that allows for the management of Client orders and remote access by the Client.
Source	Person performing the Performance.
Performance
Annotation	Processing of an image description, text sequence, video sequence, or audio sequence according to the processing basis.
Apostille	Providing apostille verification. An apostille is a clause that is added after a certified translation, which proves the verification of the signature and stamp on the document for the purpose of its use abroad.
Dubbing	The realization of dubbing services individually or as a complete service: unsynchronized dubbing, synchronized dubbing, technical preparation and finalization and transcription.
Order tracking	Delivery of a copy of a previously executed order.
Delivery	Arranging delivery of an order by post, courier or other transport company.
Electronic court translation	Court translation bearing the electronic stamp of a court‑appointed translator. It is valid for 5 years.
External printing	Delivery of professional prints.
Graphic design	Basic design and arrangement of text according to the original in MS Word format.
Graphic design	Graphic design of the document. Text formatting. Without or with the use of special (DTP) graphic programs.
Proofreading	Revision of grammar and basic content, made 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. Does not include pre‑press or other proofreading.
Language proofreading with evaluation	Language proofreading including evaluation report.
Consecutive court interpreting	Interpreting that must be performed by a court‑appointed interpreter, usually an official act (weddings, court hearings, etc.
Consecutive interpreting: low consecutive	The content of the speech is interpreted into the target language afterwards, during the speaker's pauses. This is low‑level interpreting: a business meeting, a doctor's appointment, a city tour, etc.
Consecutive interpreting: high consecutive	The content of the speech is interpreted into the target language afterwards, 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, interpreting for a wider audience, at a higher governmental level, at conferences, etc.
Copies of certified translation	Making copies of certified translations
Proofreading of foreign text	Revision of grammar and basic content on a translation that we have not produced. A review of the target language content compared to the source language content. Bilingual or monolingual proofreading. It does not include pre‑press or other proofreading.
Proofreading of changed text	Proofreading of a translation that we have already produced and submitted and the Client has subsequently changed the source content.
Creative adaptation of text	Translation whose style ensures the creation of the desired style in relation to the intended use of the target content.
Creative text creation	Creating creative texts (copywriting) according to a brief in the target language.
Localised translation	Translation that is adapted to the target environment.
Interpreting costs	Costs associated with the performance of interpreting. In particular: transport, travel time, interpreter preparation, meals, accommodation.
Notarisation	Arranging for the verification of documents (vidimation).
Proofreading of the text	Reviewing the target language content in terms of the appropriateness of the terminology used. 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 proofreading is called "lecturer's assessment".
Spoken word assessment	Assessment of the clarity and correctness of the spoken word.
Post‑editing	Linguistic revision carried out after machine translation to ensure the quality of adequate translation performance.
Post‑editing proofreading	An assessment of the quality of a translation carried out by another translator.
Pre‑press proofreading	A review of the target language content prior to publication 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 language proofreading.
Translation	The conversion of source language content into target language content in written form for further processing. For further use, we recommend an adequate proofreading.
Translation with language proofreading	Translation of source language content into target language content in written form, on which language proofreading (bilingual bilingual revision) is performed.
Translation with SEO support	Translation of SEO‑related text for websites either individually or as a comprehensive set of services: compilation of a keyword list for the target language, language proofreading with keyword support, keyword‑compliant translation, keyword‑compliant website analysis.
Translation in accordance with EN ISO 17100	Translation that complies with EN ISO 17100. It is produced with a linguistic proofreading by a second translator/proofreader. The processes and experience of translators meet the requirements of the standard. Translation is done in this way if this performance is explicitly agreed.
Transcription of written text	Transcription of source content in paper form into editable form.
Project preparation	Contract preparation.
Simultaneous interpreting	The interpreter translates the content of the speech into the target language immediately during the speaker's speech using interpreting technology. In the booth, there are always two interpreters; simultaneous interpreters take turns every half an hour. Without booth interpreting technology, so‑called whisper interpreting (interpreting by whispering) or using a whisperer.
Certification of translation	Certification of a translation already made. The translation must be proofread by an interpreter who certifies the translation, see Certified translation.
Certified translation	Translation, made in accordance with Act No. 36/1967 Coll., on experts and interpreters, by a translator (in the language of the Act, "interpreter") appointed by the competent regional court. A certified translation is inextricably linked to the original or a certified photocopy of the original document being translated, and is therefore exclusively paper‑based, not electronic. The client must submit the original or a certified photocopy of the document intended for the performance of the certified translation.
Machine translation	Machine translation of the source text into the target language.
Stylistic proofreading	Review of the target language content from the point of view of the suitability of the style for the desired purpose of use of the target content.
Superlegalization	Providing a higher level of authentication of a certified (legalized) document in the country where the document is to be used.
AI Interpreting	AI‑assisted interpreting.
Online interpreting	Remote interpreting via the Internet. Consecutive interpreting: low consecutive.
Telephone interpreting	Telephone interpreting. It is classified under Consecutive interpreting: low consecutive.
Sign language interpreting	Interpreting from the source language into the sign language of the corresponding language and vice versa.
Interpreting technology	Provision of technical equipment used in simultaneous interpreting. Specific items are selected according to the Customer's requirements.
Text creation	Creating text based on specifications, selected topics or keywords.
Subtitle creation	Subtitle creation services, either individually or as a comprehensive set of services: technical preparation, which includes converting the input format and/or incorporating subtitles into the video, transcription of the spoken word creating time stamps, creating subtitles using the selected program, synchronizing subtitles with the video, timing subtitles.
Voice over: High‑quality	Speaking text from a script in a professional recording studio.
Voice over: Low‑end	Speaking text from a script using commonly available technology (phone, Skype, etc.).
Creating a glossary	Creating a glossary of terminology using reference materials and source content. The glossary serves as a necessary tool for maintaining the customer's required professional terminology and its consistent use.
Creating a translation memory	Creating a translation memory (TM) from previous translations or other reference materials provided by the customer, used to implement the translation using CAT tools.
Creating a stylistic manual	Creating language/stylistic rules according to the purpose of the job (customer requirements). The manual serves as a necessary aid to maintain the style required by the customer.
Test translation	Translation of a small part of the job, on the basis of which the Customer decides whether to award the whole job.
Back translation	Translation after translation: we translate the content we have translated back into the source language content. Implemented by two translators. It is not a substitute for proofreading.
Unit of account	Abbreviations
Standard page	NS	Every 1800 strokes (according to MS Word: 1800 characters, including spaces).
Physical Page	FS	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	KS	A summary of the entire quantity realized.
Weighted Word	VS	A word into which the degree of agreement of the source Words is projected.
Character	Character	A letter, numeral, or any illustrative representation of a concept.
Hour	Hour	Any counted hour.
1/2 day	1/2 Day	More than one hour but less than 4 hours.
Day	Day	More than 4 hours but not more than 8 hours.

III. Written form of acts and delivery

Acts done in written form, hereinafter referred to as "Writing" and/or "Written Form" and/or "In Writing" shall be deemed for the purposes of these GTC in addition to Writings in paper form i:

actions taken by electronic mail, also referred to as "Email",
through the electronic order form and/or the ordering system in the Customer Portal of the Contractor's information system, also referred to as "Email".

In the case of an E‑mail sent from an electronic address other than the electronic address specified in the Contract, the Written Form is preserved if the E‑mail:

contains an electronic signature made in accordance with the procedure laid down in the special legislation, hereinafter also referred to as "Signature" and/or
the Tender or Order number or Order number assigned by the Contractor, which for these purposes acts as an agreed password. If an E‑mail or attached file bears a Bid or Order number for a Contract or Order, there shall be an irrebuttable presumption between the Parties that the relevant Party on whose behalf it was sent has acknowledged the E‑mail with the same effect as if it were a Signature. The Contracting Party (understood to be the Client) is liable for any damage that the other Contracting Party (understood to be the Contractor) may incur by misuse of the password .

IV. Contractual relationship

The contractual relationship, hereinafter also referred to as "Contract", between the Client and the Contractor arises in particular on the basis of one of the listed options:

the concluded Framework Agreement and the individual work contracts concluded in accordance with the Framework Agreement,
Orders created by the Contractor, which the Client confirms and sends back to the Contractor,
based on the Tender created by the Contractor, which the Client confirms and sends back to the Contractor,
Written enquiries sent by the Client, which the Contractor confirms in writing.

In particular, the contractual relationship is concluded by electronic communication: By e‑mail, via the Contractor's Customer Portal, or in paper form.
The GTC form an integral part of the contractual relationship between the Client and the Contractor and are binding on both parties. Any deviating provisions between the Client and the Contractor in the Contract shall prevail over the wording in these GTC.

the Contractor's GTC with regard to the nature of the contractual relationship (the Contractor provides performance with a specific character requiring special arrangements) shall prevail over the Client's general terms and conditions, unless the Contract between the Client and the Contractor expressly provides otherwise.
The following shall be apparent from the Letters sent between the Client and the Contractor when concluding the Contract and, therefore, the Contract shall contain the following elements:

identification of the Client, i.e.
the business name, registration number, and/or name and surname, address of the Client,
the specification of the Service, whether it is translation, proofreading, data services or interpretation; the source and/or target language, if relevant to the provision of the Service,
the requested date of execution, i.e. the requested date of delivery of translation, proofreading, other related services or the requested date and time of interpretation;
the requested method of delivery or performance of the ordered Service;
the 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 Client without informing the Contractor thereof, it is not a defect of the Service according to Art. VI. of these GTC and the Customer shall not be entitled to any liability for defects of the Service in this connection,

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

If so, the Contract must also include the ordering of a special process for the translation of texts intended for printing (in particular, in addition to the performance of the translation, adequate proofreading and pre‑press proofreading). If this purpose is not stated in the order and/or if this special processing is not ordered, it is not a defect of the Service according to Art. VI. of these GTC and The Customer shall not be entitled in this connection to liability for defects in the Services,

information whether the work (especially in the case of translation) contains technical and other special terms, abbreviations, etc.,

If so, the Client must provide the Contractor with a glossary of the required Terminology in the relevant language and/or provide the Contractor with supporting materials and/or include in the Contract the name and contact details of the responsible person authorised by the Client to consult the Terminology and to order professional proofreading. If the Contractor fails to do so and the Contractor unknowingly uses different Terminology than that intended by the Client, it is not a defect of the Service according to Art. VI. of these GTC and the Customer shall not be entitled to any liability for defects in the Services in this respect,

information as to whether the Order is to be translated in accordance with EN ISO 17100.

In the event that this is not expressly stated, the Order need not be executed in accordance with EN ISO 17100. If this special processing is not ordered, it is not a defect of the Service according to Art. VI. of these GTC and The Customer shall not be entitled to any liability for defects in the Services in this context.

V. Performance of the Order

The Contractor shall properly perform the Order if the Services provided by the Contractor comply with the Contract and are provided within the agreed time. The Customer shall take delivery of the Order at the location and/or in the manner specified in the Agreement.
The Order shall be fulfilled on time:
In the case of a paper form of the Order:

the date on which the Order is ready for physical receipt by the Customer,
for items delivered by hand and/or courier the date of confirmed dispatch or receipt by courier,
for ordinary items delivered through a postal licensee the date of submission for dispatch,
for registered items delivered through a postal licensee the date shown on the confirmation of submission.

In the case of E‑mail:

the date of dispatch of the E‑mail by the Contractor with the electronic form of the Order.

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

the date of storage of the executed Order by the Contractor.

in the case of interpretation by the provision of interpretation in accordance with the Contract.
The Client shall promptly confirm the acceptance of the Order in writing to the Contractor, in particular by doing so:

in the case of translation / proofreading or other related Services in Writing,
in the case of interpretation in Writing by confirming the Contractor's form Protocol for Interpretation,
in the case where the Client is a user of the Client's Customer Portal, in addition to the written confirmation, the Contractor's electronic record on the Client's Portal shall be proof of acceptance.

If the Customer fails to comply with its obligation to acknowledge receipt of the Order in writing in accordance with the GTC, it shall be deemed to have accepted the Order in due and timely manner if it has not lodged an objection to the delay in performance of the Services with the Contractor even within 24 hours after the deadline for providing

the Order in writing.

In the event that the result of the Order, the subject of which is the translation / proofreading or other related services, cannot be delivered in the agreed manner for serious reasons, the Contractor shall be entitled to choose an alternative method of delivery and to notify the Client of this fact. If the need for substitute delivery arises due to reasons on the part of the Client, the Client is obliged to pay the costs so incurred to the Contractor .
In the event that the Client does not take over the duly executed Order and/or prevents its delivery, the right to its payment to the Contractor arises at the moment when it was ready for delivery.
The Contractor is entitled to dispose of the documents provided by the Client as well as the Order without compensation if the Client does not take possession of the Order within 6 months after the date of execution. The Contractor shall be entitled to charge the costs associated with the storage of the Order in the minimum amount of 100 CZK / per month.

VI. Claims for liability for defects in the Contract and time limits for their assertion and dispute resolution

The Contract is defective if it has not been provided in accordance with the Contract.
The Client is obliged to assert any claims for defects in the Contract with the Contractor without undue delay after becoming aware of them from the date of performance of the Contract. Claims for defects in the Service shall be made by the Customer in writing.
Claims for liability for defects in the Service shall lapse if they are made for reasons excluded by the Contract and/or these GTC and/or after the expiry of the time limit provided by law or in these GTC.
When making a claim for liability for defects in the Contract, the Customer shall state and/or attach:

the reason for the claim,
the time and manner of discovery of defects/y,
a description of the defects/y and the frequency of/their occurrence,
in the case of a claim for a defect in the Interpretation Service, an unedited audio and/or audio‑visual recording,
a proposal for a solution that the Customer requires.

If the Contractor acknowledges a defect in the Service provided, the Contractor shall remedy the identified defect and provide the Client with a correction of the completed translation or proofreading or other related Services. If this is not possible due to the nature of the work provided, the Contractor shall provide a reasonable discount on the price of the Order excluding VAT, the amount of which shall be determined by the Contractor taking into account the ratio of the indicated defects of the content to the volume of the translated content. A discount under this paragraph may be granted up to a maximum of the price of the Service.
The Client cannot claim liability for defects in the Contract in the case of translation / proofreading or other related Services, where the Contract requires the Contractor to dispose of all documents and outputs from the execution of the Contract and/the Contractor does not have the opportunity to retain these documents and outputs to assess the validity of such claims, e.g.

The Contractor shall be liable for any damage caused by defects in the Order up to the amount of the Order price excluding VAT.
In the event that a dispute arises between the Parties regarding the validity of the Customer's timely asserted defect liability claims under these GTC, the Parties agree to:

to resolve this dispute first out of court, in the form of an expert opinion of an independent interpreter from the register of experts and interpreters maintained by the Ministry of Justice of the Czech Republic, which the Parties shall choose by consensual agreement,
in the case of, if the independent interpreter's opinion is against the Contractor and the Contractor agrees with the result of the opinion, the Client shall be entitled to a discount on the price of the Order, the amount of which shall be determined by the Contractor taking into account the ratio of the indicated defects of the content to the volume of the translated content. The discount under this paragraph may be granted up to a maximum of the price of the Services.
in the case of interpreting, the Contractor shall provide the Client with a discount on the price of the Order similar to that provided in the preceding paragraph of these GTC.

If the dispute is not resolved out of court or if the Parties do not agree on the choice of an independent interpreter or if either Party does not agree with the result of the independent interpreter's opinion, the dispute arising from and in connection with the Contract shall be settled by court proceedings.

VII. Out‑of‑court resolution of consumer disputes

If the Client is a consumer, if he/she has concluded a Contract with the Contractor as a natural person who does not act within the scope of his/her business activity or within the scope of his/her independent exercise of his/her profession, hereinafter also "Consumer", and if a consumer dispute arises between the Consumer and the Contractor, the Consumer has the right to an out‑of‑court resolution. The subject of the 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 Service Provider is Aspena, s.r.o., with registered office at Gorkého 15, 60200 Brno, Slovenská obchodná inspekcia (P. O. BOX 29, Bajkalská 21/A, 827 99 Bratislava, if the provider of the service 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 can be found on the website of the Czech Trade Inspection Authority: coi.cz, Slovenská obchodní inspekcii www.soi.sk.
In the event of disputes between the Contractor and the Client, who enters into a contractual relationship with the Contractor 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 with regard to consumer rights according to the law determined in accordance with generally binding legal regulations shall apply.

VIII. Pricing arrangements, invoicing and due date

The pricing arrangements, hereinafter referred to as the "Price" of the Contract, are set out in the Contract as a unit price and/or as a total preliminary, estimated price.
Value added tax or similar tax may be added to the price at the statutory rate if required by generally binding regulations.
If the Contract Price is determined as a Unit Price and/or as a Unit Price and a total Price on a preliminary basis, for example because only an estimate of the number of Units was used in determining the Price, the calculation of the final Price shall be governed by the number of Units in the target language and/or the extent of the Contractor's actual work and costs.
The Contractor shall be entitled, even in cases not agreed in the Contracts, to request payment of partial or full payments in advance and shall be obliged to issue tax documents to the Client for this purpose. Unless otherwise expressly agreed in the Contract, these tax documents are due on the date specified on them .
The Contractor shall issue a tax document, hereinafter referred to as "Invoice", to the Client on the date of the taxable performance.
Any order number or other registration number of the Customer which the Customer requests to be shown on the Invoice or other documents is for record purposes only and does not constitute any legal action having effect on the Contract between the Customer and the Contractor.
The Customer shall pay the Invoice within the due date, which, except for the settlement of contractual penalties, shall be 14 days from the date of the Invoice and shall duly mark its payment.
In the event that the Customer requests the Invoice to be issued to another entity, it shall be liable for payment of the price in addition to that entity until the other entity has paid the relevant amount. This obligation will be confirmed by the Client to the Provider in writing. The Provider may suspend the provision of the Services until the necessary confirmation is issued. If another entity fails to pay the Price duly and on time, the Contractor is entitled to issue a tax document without further calls and the Client undertakes to pay the Price within the time limit set by the Contractor.
For the purposes of these GTC , payment shall be deemed to be the crediting of the relevant amount to the Contractor's account.
In the event of delay in payment, the Client shall pay the Contractor a contractual penalty of 0.1 % of the amount due for each day of delay. The contractual penalty shall be without prejudice to the Contractor's entitlement to interest on late payment.
In the event of late payment, the Client's payment, irrespective of its designation by the Client, shall be applied first to the oldest obligation, first to interest on late payment and the contractual penalty/penalty and the remainder of the payment to the principal of the debt.
In the event that the Client shall be in default against the Contractor in the payment of an Invoice for partial or full payment in advance of the date stated therein and/or in the payment of any other amount for a period of more than 30 days from the due date of the amount, the Contractor shall be entitled to:

withdraw from the Contract, provided that in the case of a Contract for a longer period of time, in which case, on the date of withdrawal, all sub‑Contracts not yet performed by the Contractor under the Contract for a longer period of time shall cease to exist and/or
terminate the Contract and/or
require the Client to provide security for its existing and future claims, with the Contractor deciding on the appropriateness and/or adequacy of such security and/or
to suspend the provision of its Services to the Client, including under Contracts not yet performed, or not to provide its Services to the Client until its claims have been paid in full, without this being considered a breach of Contract by the Contractor. In such a case, all performance deadlines specified in the Contracts not yet fulfilled are extended by the period of delay in payment.

The Contractor is entitled to authorise a third party to enforce its claims against the Customer and to this end, if necessary, to transfer the Customer's personal data and data relating to the claims to the third party to the extent necessary. The Client is obliged to deal with this third party as the duly authorised collecting agent of the Contractor. The contractor is also entitled to assign his claim to third parties.

IX. Principles of Cooperation

The Parties are obliged to always quote the Tender number / of the Contract when communicating with each other.
The Client shall provide the Contractor with all documents, materials and information necessary for the provision of the Service in a timely manner, whereby:

in the case of translation / proofreading or other related services, it shall do so before the conclusion of the Contract or on the date of conclusion of the Contract,
in the case of interpretation, it shall do so a reasonable time before the date of its performance. If the Client fails to do so, the Contractor shall not be liable, e.g. for a defect in the Contract consisting in the use of incorrect Terminology,
the initial text that the Client delivers to the Contractor must be factually, terminologically and linguistically comprehensible and must have a legible and clear form. If the source text does not comply with these requirements, the Contractor shall not be liable for the accuracy of the translation and shall not be liable for any direct and/or indirect damages incurred by the Client as a result of the / incorrect translation of such source text by incorrect proofreading or other related Services, in which case it shall not even constitute a defect in the Order under the provisions of these GTC,
the Contractor shall be entitled to draw the Client's attention to the defects in the source text and to request a corrected or legible text, explanation or layout. Until the Client provides the new text, explanation or layout, the Contractor shall be entitled to interrupt the provision of the Contract, whereby the time of such interruption shall be extended by the date of completion of the Contract.

The Contractor is obliged to inform the Client without undue delay after the occurrence of any of the following events that:

the documents for the processing of the respective Order have not been received and/or have been received incomplete or in a damaged state and/or
the documents sent do not correspond to the data specified in the Order (e.g. file size, language, etc.) and/or
circumstances have arisen that could jeopardize the timely delivery of the Order to the Customer.

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

the Contractor is not liable for the uniformity and accuracy of the Terminology or graphic design, in particular in the event that the Contract is divided between several sources of / preparers (translators, proofreaders, etc.unless such unification is expressly agreed in the Contract,
the Client is not entitled to use the prepared text for publication if it has been prepared by the Contractor as a Trial Translation.

If the Contract is interpreting:

, the Client is not entitled to require the interpreter to perform any other activity within the scope of the Contract (e.g. written translation, minutes of meetings, guide and organizational Services),
the Client is obliged to:
ensure conditions appropriate to the type of interpreting, including technical support, if it has not ordered this from the Contractor,
if the Contractor has undertaken to supply the Interpreting Equipment, ensure that the Contractor has access to the premises where the Interpreting Equipment will be installed in good time,
arrange for the transport of the interpreter from the agreed location to the place of performance of the Contract and back by an appropriate means of transport given the distance of the locations,
if the Contractor provides transport for the interpreter, to pay the Contractor travel allowances including meals in full in accordance with the applicable legal regulations,
to provide accommodation for the interpreter at his/her own expense in a single room with facilities,
if the interpreter is accommodated by the Contractor, to reimburse the Contractor for the costs associated with the accommodation,
to provide the interpreter with a meal and rest break of at least half an hour, at the latest after four and a half hours of interpreting.
an interpreting day is defined as 8 hours including breaks,
the Contractor shall be entitled to compensation for time missed by the interpreter and for time spent travelling in connection with the provision of interpretation.

X. Special Arrangements

The Client declares that it is entitled to dispose of the work in accordance with Act No. 121/2000 Coll, copyright Act, as amended from time to time The Contractor shall not be liable for any consequences associated with any breach of copyright or other regulations relating to intellectual property rights.
The Client warrants to the Contractor that the claims of the authors of the texts submitted by the Client to the Contractor for translation or interpretation have been or will be settled as they are due, and if any claims of third parties are made against the Contractor, these shall be settled by the Client on its own behalf and the Client shall provide the Contractor with all necessary assistance in defending its interests.
The Client may not contact a translator or interpreter or other order processor in business matters, especially concerning the Order currently being processed, without the express written consent of the Contractor.
If, with the Contractor's consent, contact is made between the Client and the Order processor, the Client may not discuss with them matters relating to the Contract and the Parties' commercial terms and conditions and shall inform the Contractor without delay of any intention to place a new Order or the need to change the terms and conditions of the Contract.
In the event that the Client breaches any of the obligations set out in this article of the GTC , it shall be obliged to pay the Contractor a contractual penalty of CZK 100,000 for each individual case of breach, even repeatedly. The contractual penalty billed by the Contractor to the Client is payable within 14 days from the date of receipt of the bill, whereby the paid penalty is not related to the compensation of the caused damage.
The Client agrees to the inclusion of his/her name/in the marketing and business materials of the Contractor.

XI. Confidentiality Obligation

The Contractor's obligation set forth below in this Article shall apply in the event that no specific confidentiality agreement has been or will be entered into between the Client and the Contractor, regardless of its present or future designation.
The Contractor shall be obliged to maintain the strictest confidentiality towards persons outside the Client, except for the Contract processors, of all information concerning :

the Client of which it becomes aware in the course of its activities for the Client ,
the Client's customers and partners of which it becomes aware in the performance of the Contract,
the content of source materials and translations made or interpretation.

The obligation of confidentiality shall not apply to information which has been proven to have at least one of the following characteristics:

prior to disclosure it is already publicly known or publicly available,
the information has to be disclosed to a third party on the basis of an obligation imposed by applicable law and/or has been compelled by a decision and/or measure of a public authority to which the Contractor has been obliged to submit.

XII. Processing of personal data

Due to the fact that the Contractor processes personal data of natural persons for the Client under the Contract 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 Client is furthermore considered to be the controller and the Contractor the processor pursuant to Art. 28 GDPR. Furthermore, the Agreement is also considered a contract for the processing of personal data.
The subject of the contract for the processing of personal data is the obligation of the Processor to process personal data for the Controller, to which the Processor gains access on the basis of the concluded Agreement.
In accordance with the above, the Customer as the Controller declares that it is the controller of personal data under the GDPR. The Controller declares that personal data such as name, surname and other data enabling the identification of a specific natural person are collected and processed by the Controller in accordance with the GDPR, are accurate, correspond to the stated purpose and are within the scope necessary for the fulfilment of the stated purpose.
The Controller further declares that it is entitled to authorise the Processor to process the Personal Data to the extent contractually specified, for the contractually specified purpose and for the period of time strictly necessary in accordance with the GDPR.
The Controller authorises the Processor to process the Personal Data for the duration of the Contract in connection with the performance of its obligations under the Contract.
The Processor will process the personal data, in particular by temporary storage and transmission, in electronic and paper form.
The Controller is aware that the documents it provides to the Processor as Contractor for translation, interpreting, other language or related Services under the Contract may not always reveal the occurrence and extent of personal data of natural persons such that their identification can be fairly required of the Processor in the performance of its usual and procedurally established activities and procedures in accordance with the subject matter of performance under the Contract. The Controller undertakes to the Processor that, upon becoming aware of the occurrence and extent of personal data of natural persons in the submitted documents, it shall notify and mark the Processor of such discovery without undue delay.
The Controller shall, in the event that any written documents are required for the fulfilment of the Processor's obligations under this Agreement, provide such documents to the Processor without undue delay after being requested to do so by the Processor.
The Processor shall, in accordance with Art. 33(2) GDPR, as soon as it detects a personal data breach, to notify the controller of such breach without undue delay. Notification will be made according to the Customer's instructions, if there are none, then by telephone and/or by email to the Customer's address.
The information obligation according to Art. 13 and Art. 14 of the GDPR, in relation to data subjects whose personal data is processed under the Agreement, shall be performed by the Controller.
The Controller and the Processor agree that the Processor may, at its discretion, engage other processors as subcontractors for translation, interpreting, other language or related Services. The Processor must impose on such other processors the same obligations to protect personal data as it itself has towards the Controller under the Contract.
The Processor is obliged to proceed in providing performance under the Contract in accordance with the GDPR and other legal regulations, with professional care, to follow the instructions of the Controller and to act in accordance with the interests of the Controller.
The Processor undertakes to process the Personal Data only on the basis of documented instructions from the Controller, including the delivery of the Personal Data to a third country or an international organisation, unless such processing is required by Union or Member State law to which the Controller is subject.
Once the purpose of processing the Personal Data within the meaning of the Contract has ceased, the Personal Data will no longer be processed. In this case, the data will be disposed of according to the instructions of the controller and in accordance with the GDPR regulation.
Information regarding the processing and protection of the Customer's personal data is available at https://www.aspena.cz/informovanost‑zakaznik.

XIII. Termination of the Contract

The Contract may be terminated in the ways permitted by applicable law and/or as provided in the Contract and/or in these GTC.
The Parties may amend or terminate the Contract by written agreement. The rules for the formation of the Contract shall apply mutatis mutandis to its modification or termination.
The Contracting Parties may terminate the Contract by unilateral action as follows:

The Contractor is entitled to withdraw from the Contract in writing
in the event that, after the conclusion of the Contract, irremovable obstacles arise on its side preventing the performance of the Services,
in the event of the commencement of insolvency proceedings against the Client, the discovery of bankruptcy and the declaration of bankruptcy on the Client's property. "cancellation of the Contract" by paying a severance payment to the Contractor:
in the case of a translation (or proofreading or other related Services) on which the Contractor has not commenced work, 20% of the Contract price, up to a maximum of 1 500 CZK,
in the case of a translation (or proofreading or other related Services) on which the Contractor has commenced work, 20% of the Contract price plus the price of the already translated text (or performed proofreading or other related Services) determined in proportion to the agreed price of the entire Contract, however, a maximum of 100% of the price of the entire Contract,
in the case of interpretation in the event of withdrawal more than 24 hours before the agreed start time of the interpretation 50% of the price of the Contract and any costs already incurred in connection with the implementation of the interpretation,
in the case of an cancellation less than 24 hours before the agreed start time, 100 % of the contract price and any costs already incurred in connection with the interpretation.

XIV. Final provisions

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

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

The resolution of any dispute arising from the performance of obligations under the Contract shall take place in the court of local jurisdiction in the Czech Republic, if the Contractor is Aspena, s.r.o, with its registered office in the Czech Republic, in other cases according to the applicable relevant legislation.
The Customer by signing the Contract confirms that the contents of the Contract and these GTC are known to it.
The Contractor may change or supplement the GTC . This provision does not affect rights and obligations arising during the period of effectiveness of the previous version of the GTC, where the version as of the date of conclusion of the Contract is always decisive for the Contract.
The current version of the valid and effective GTC for the Client is available on the Contractor's website. Any changes or additions to these GTC shall take effect on the date of the issuance of the current GTC and their publication on the Contractor's website .
If these GTC are changed, the Contractor shall inform the Client of this fact in an appropriate manner prior to the new version taking effect, in particular one of the options listed:

publication on the Contractor's website and the Contractor's website.com
sending a notice of their publication to the e‑mail address of the Client,
sending their current version to the e‑mail address of the Client,
sending their current version in paper form to the correspondence address of the Client,

with the choice of the method of notification being up to the Contractor.

Any change in the data specified in the header of the Contract, such as a change in the correspondence address, telephone connection, etc., the Party concerned shall notify the other Party without undue delay.
The text of these GTC shall be binding on the Parties .

These GTC shall enter into force on 1 July 2024.