GENERAL BUSINESS TERMS AND CONDITIONS (“T&C”)

§ 1 General provisions

  1. These General Terms and Conditions define the framework conditions governing the business relations between Skrivanek spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (00-410), ul. Solec 22, entered in the Register of Enterprises of the National Court Register under KRS number: 0000024886, with the NIP tax identification number: 6342245400 and REGON number: 273716037 (hereinafter the “CONTRACTOR“), and the entities to whom the CONTRACTOR provides services, hereinafter jointly the “CLIENTS” and separately the “CLIENT“. The provisions hereof shall not apply to any services provided by the CONTRACTOR to consumers as defined in Article 221 of the Polish Civil Code.
  2. Under these T&C, legal transactions equivalent in terms of effects to transactions performed in writing shall mean transactions made by fax, e-mail or through the CONTRACTOR’S forms, unless the statute requires a written form for a transaction to be valid. If a declaration of will is made and sent to the other Party by electronic mail (“e-mail“), and the e-mail is sent from an address other than that defined in the contract between the Parties, the effects reserved for declarations of will made in writing shall be deemed in existence if the e-mail contains the individual number assigned by the CONTRACTOR at the moment the Purchase Order terms and conditions were sent, with the number serving as a password agreed between the Parties for electronic communications.

§ 2 Terms and definitions

  1. Translation/Interpretation Services – services provided by the CONTRACTOR within its business activities, including translations, certified translations, simultaneous interpretation, consecutive interpretation and certified interpretation.
  2. Terminology – a list of expressions in at least 2 languages which contains specialised vocabulary, expressions, abbreviations, etc. used and preferred by the CLIENT, which the CLIENT expects the CONTRACTOR to use in the translations, of which the CLIENT informs the CONTRACTOR no later than at the moment of discussing the Purchase Order terms and conditions. Terminology shall also mean any previous translations made for the CLIENT, if they contain vocabulary analogical to that required for the Purchase Order.
  3. Reference Materials – any documentation and information other than Terminology provided to the CONTRACTOR by the CLIENT that includes the content and vocabulary which the CLIENT requires from the CONTRACTOR, connected with the document to be translated or the speech to be interpreted.
  4. Translations Intended for Publication – translations to be disseminated by the CLIENT to a wider audience, in particular in the form of presentations, training materials, bids, internal documents, catalogues, patient information leaflets, manuals, and materials published online.
  5. Pre-Publication Processing – additional services provided by the CONTRACTOR in respect of Translations Intended for Publication, involving proofreading and independent review of translations by another translator, proofreading of translations by a native speaker, DTP services, and pre-publication proofreading.
  6. Supporting Services – services that may be provided by the CONTRACTOR in connection with Translation Services, in particular the provision of the technical measures necessary to perform interpretation tasks (whether simultaneous or consecutive), and Terminology preparation services.

§ 3 Purchase Order placement and processing

  1. The services that are provided by the CONTRACTOR within their business activities and are governed by these T&C involve Translation Services and Pre-Publication Processing and Supporting Services (hereinafter jointly the “Services“).
  2. The scope of the Services ordered from the CONTRACTOR and the performance terms thereof are defined in the Purchase Order placed by the CLIENT (“Purchase Order“).
  3. The CONTRACTOR discusses with the CLIENT – whether in person, in writing, or through means of remote communication (phone, fax, e-mail) – the information required for the Purchase Order completion terms to be presented to the CLIENT, and in particular:
  4. the CLIENT presents to the CONTRACTOR information about the translation type, translation procedure (regular/express), the materials to be translated and the language of the translation, and for interpretation – additionally the time and place of the Interpretation Service, the number of interpreters, the number of participants in the meeting, and the topics to be covered at the meeting during which the Interpretation Services are to be provided,
  5. the CLIENT informs the CONTRACTOR about the obligation to use the Terminology,
  6. the CLIENT informs the CONTRACTOR about the intention to publish the translation,
  7. the CLIENT informs the CONTRACTOR about the need for Supporting Services.
  8. The CONTRACTOR presents to the CLIENT the Purchase Order completion terms, which represent confirmation of the arrangements referred to in clause § 3(3), and they define in particular:
  9. the description and price of the Services in question,
  10. the Purchase Order completion time,
  11. the information regarding the use of Terminology,
  12. the Service delivery method,
  13. the first and last name of the person whom the CONTRACTOR is to contact regarding Purchase Order performance.
  14. The Purchase Order is deemed placed once the CLIENT accepts the Purchase Order completion terms. The CLIENT may accept the Purchase Order completion terms by performing one of the following activities:
  15. by signing the Purchase Order completion terms received from the CONTRACTOR (scanned document sent by fax or e-mail) and returning them,
  16. by e-mailing back to the CONTRACTOR a declaration of will on acceptance of the Purchase Order completion terms received from the CONTRACTOR.
  17. The provisions of clauses § 3(1) through § 3(3) and § 3(5) apply to both translation and interpretation, unless the provisions of § 5 of the T&C suggest otherwise.

§ 4 Purchase Order completion

  1. The Purchase Order is deemed accepted for completion upon the CONTRACTOR’S confirmation of receiving the declaration of will made by the CLIENT in line with § 3(5) of the T&C; however, if the CLIENT provides the declaration of will in accordance with 3(5) of the T&C later than 3 hours for regular Orders or later than 1 hour for express Orders after the CONTRACTOR provides the Purchase Order completion terms to the CLIENT, the CONTRACTOR shall have the right to determine a new completion time, unless the Parties agree otherwise.
  2. The CLIENT shall provide the CONTRACTOR with the materials to be translated, the Terminology (if any), unless the CLIENT has ordered a Terminology development Service, and the Reference Materials (if any). The CLIENT shall specify the person authorised to give approval and cooperate with the CONTRACTOR regarding Terminology development Services on behalf of the CLIENT.
  3. A Purchase Order is deemed completed by the CONTRACTOR once the CONTRACTOR delivers the translation to the CLIENT in the manner as defined in § 4(4), allowing the CLIENT to check the content thereof, and for interpretation – once the Interpretation Service ends.
  4. The CONTRACTOR delivers a completed Purchase Order to the CLIENT in person (personal receipt by the time and in the place agreed with the CONTRACTOR) or by post, courier, e-mail or fax.
  5. The CLIENT shall pay the CONTRACTOR the fee by the time and according to the method defined in § 6 hereof.
  6. If the materials to be translated are provided to the CONTRACTOR in the form of documents, these documents will be returned along with the translation, and the CLIENT shall voice their objections, if any, as to their completeness at the moment of receipt or otherwise lose the right to claim this at a later date.
  7. The provisions of clauses § 4(1) through § 4(6) apply to both translation and interpretation, unless the provisions of § 5 of the T&C suggest otherwise.

§ 5 Interpretation

  1. Interpretation Purchase Order completion terms should define:
  2. the time and place of the Interpretation Service,
  3. interpretation type,
  4. number of interpreters,
  5. languages of interpretation,
  6. number of participants in the meeting,
  7. first and last name of the person appointed by the CONTRACTOR as the contact person for the CLIENT,
  8. the topics to be covered at the meeting or during the speeches,
  9. the time of delivering the Reference Materials for the interpreters,
  10. if a Supporting Service involving interpretation equipment is ordered, the Purchase Order should contain information about the number of interpretation booths and receivers.
  11. To ensure the highest possible quality of interpretation, the CLIENT shall provide the CONTRACTOR with Reference Materials, i.e. speeches, presentations, information about the speakers, the documents to be discussed, etc. no later than 3 days before the interpretation date.
  12. The interpreter is not obligated to perform any activities other than to interpret, and in particular the interpreter shall not prepare any notes or minutes, shall not prepare translations, shall not perform any administrative or organisational tasks, and shall not give the guests any tours. Furthermore, the interpreter shall have the right to take breaks during the working day (15 minutes for every 3 hours of Service provision), which the CLIENT should take into account.
  13. If appropriate equipment is required for the interpretation, the CLIENT must provide it to the CONTRACTOR unless the CLIENT orders from the CONTRACTOR a Supporting Service involving provision of the equipment necessary for interpretation.
  14. The CLIENT shall provide the interpreter and the operator of the equipment referred to in § 5(4) (technician) with access to the interpretation venue no later than 24 hours before the planned commencement of the interpretation task.
  15. For interpretation tasks performed outside the interpreter and technician’s city/town of residence, the CLIENT shall provide transport, meals and accommodation for the interpreter and the technician (in single rooms with a bathroom) in the location where the interpretation task is to be performed, unless the Parties agree otherwise.
  16. The completion of a Purchase Order that involves interpretation shall be confirmed by the CLIENT in a relevant statement (made in writing or electronically) that shall be delivered to the CONTRACTOR not later than 24 hours following the completion of the interpretation task; if the statement is not made by the specified deadline, the interpretation task is deemed to have been completed in line with the Purchase Order, without any objections on the part of the CLIENT.
  17. For Supporting Service involving interpretation equipment, the CLIENT assumes financial liability for the interpretation equipment provided to the guests/participants during the conference (including for any damage or loss of equipment left at the disposal of the CLIENT’S guests).

§ 6 Service price

  1. The fee for Purchase Order completion may be determined as a lump sum or based on an estimate, taking into account the method of fee calculation. The fee is determined by the CONTRACTOR and is communicated to the CLIENT along with the Purchase Order completion terms.
  2. The fee payable to the CONTRACTOR shall be paid by the CLIENT within 7 days of the Purchase Order receipt, based on a VAT invoice issued by the CONTRACTOR, unless the Parties make different arrangements as to the fee payment deadline.

§ 7 Failure to provide or inadequate provision of the Translation/Interpretation Service

  1. A Purchase Order is deemed completed inadequately if it was not completed at an appropriate professional level.
  2. If the CLIENT demonstrates that the Order has the defect referred to in § 7(1), the CONTRACTOR shall remove it without undue delay, within the time limit as agreed with the CLIENT, not shorter than half of the period in which the Purchase Order was completed by the CONTRACTOR.
  3. If the defects cannot be removed, the CLIENT shall have the right to demand a contractual penalty of up to 25% of the net fee agreed for the Purchase Order, and if the defects were material, as confirmed during the complaint procedure carried out in line with § 9(2) of the T&C, the CLIENT shall have the right to demand a contractual penalty of up to 50% of the net fee agreed for the completion of that Purchase Order.
  4. In the event of delay in the Purchase Order delivery or in the preparation of the translation for receipt, the CLIENT shall have the right to charge the CONTRACTOR a contractual penalty of 0.5% of the net fee agreed for the completion of that Purchase Order for each business day of the delay, but not exceeding in total the equivalent of 25% of the net fee agreed for the completion of that Purchase Order.
  5. The CONTRACTOR’S liability for damages shall be limited to 50% of the Purchase Order, exclusive of VAT, with the exception of Translations Intended for Publication, where the CONTRACTOR’S liability for damages in connection with any loss arising from an inadequately completed Purchase Order is up to 100% of the value of the Purchase Order, exclusive of tax, provided that the CLIENT has ordered the Pre-Publication Processing Services specified in 2(5).
  6. The damage for the fixing of which the CONTRACTOR is liable is only limited to the financial loss actually suffered, exclusive of lost profit.
  7. The contractual penalties referred to in § 7(3) and § 7(4) shall be credited against the damages referred to in § 7(5).
  8. For express Translation Services that may be completed by a group of translators, which may affect the consistency of Terminology and result in different styles, the CONTRACTOR’S liability for vocabulary inconsistent with the Terminology or with the Reference Materials shall be excluded.
  9. The CONTRACTOR’S liability for any inconsistency of vocabulary used in the translation when compared to the vocabulary used by the CLIENT shall be excluded if the CONTRACTOR is requested to prepare a translation without being provided with the Terminology by the CLIENT, because in such a case translations are prepared according to the principle of using the vocabulary that is the most common for the particular area.
  10. If the CLIENT fails to inform the CONTRACTOR that the translation is intended for publication and fails to order additional fee-based Pre-Publishing Processing Services, the CONTRACTOR’S liability for the absence of such Services shall be excluded.
  11. If the materials to be translated delivered by the CLIENT are inconsistent in terms of Terminology, incorrect in terms of language, or not fully legible or organised, the CONTRACTOR may inform the CLIENT about the defects of the materials to be translated and demand that the CLIENT promptly – but not later than within a time limit corresponding to 1/10 of the time limit determined for Purchase Order completion – send the corrected version, an explanation or instructions. The CLIENT’S delay in providing such an explanation automatically postpones the Purchase Order completion deadline to account for the delay. If a corrected version is not available, the CONTRACTOR shall perform the Service with utmost care but shall not be responsible for the consistency of the translation and the correctness of the Terminology.
  12. The Parties shall not be liable to each other for inadequate fulfilment or failure to fulfil their obligations if this is caused by force majeure. Force majeure events, within the meaning of the T&C, shall mean: strikes, blockades, computer system failures, blackouts, terrorist attacks, or the occurrence of epidemics or contagious diseases to an extent which impairs the proper functioning of the business. A Party affected by force majeure should immediately notify the other Party of this and state when the force majeure event is expected to cease.

§ 8. Deadlines for reporting defects in completed Translation/Interpretation Services

  1. The CLIENT shall report any defects in a completed Purchase Order to the CONTRACTOR in writing promptly following their identification but not later than within 30 consecutive calendar days of the day on which the translations were delivered to the CLIENT, and for interpretation tasks – within the time limit specified in § 5(7). The CLIENT shall specify: the circumstances, time and method of discovering the defect, along with a description of the defect. For interpretation tasks, a report on defects should additionally include an audio or an audio-video recording.
  2. If the defects reported are in violation of § 8(1), any rights of the CLIENT, and the liability of the CONTRACTOR, including liability for damages connected with defects being found in the completed translations, expires.
  3. If the reported defect may cause damage to the CLIENT above PLN 1000, the CLIENT is also obliged to inform the insurer specified by the CONTRACTOR about the damage, provide any assistance in the proceedings to the CONTRACTOR’S insurer and promptly provide any information required for claim processing and for disputes, if any, between the CLIENT and the insurer. If these obligations are not fulfilled, the claim for damages expires.

§ 9 Complaints

  1. In the event of any dispute between the Parties as to defects of a completed Purchase Order – defects as referred to in § 8 hereof – the Parties undertake to resolve the dispute amicably, based on an opinion presented by an independent arbitrator jointly selected by the Parties from the list of court expert witnesses – certified translators with a registered office or domicile within the jurisdiction of the Lublin District Court.
  2. The contractual penalty arising from § 7(3) hereof depends on the outcome of the arbitrator’s assessment.
  3. The costs of preparing the opinion by an independent arbitrator shall be incurred by the Party to the contract that loses the dispute in the complaint procedure.
  4. For the time of the complaint procedure, the Parties exclude the possibility of bringing action against each other on account of unsatisfactory translation quality.

§ 10 Exclusivity, liability and termination

  1. The CLIENT undertakes that all arrangements regarding a Purchase Order shall be made exclusively via direct contact with the CONTRACTOR only. The CLIENT is not allowed to engage in any discussion or make any arrangements regarding a Purchase Order directly with third parties, and in particular with the CONTRACTOR’S translator, interpreter, supplier, etc.
  2. While communicating in matters connected with Purchase Order completion, the CLIENT shall each time use the identification number assigned by the CONTRACTOR.
  3. If the CLIENT violates the provisions of § 10(1) hereof, it shall be obligated to pay the CONTRACTOR a contractual penalty of 50% of the fee agreed for the Purchase Order. The CONTRACTOR reserves the right to claim damages above the stipulated contractual penalty.
  4. The CLIENT shall have the right to rescind the Purchase Order within the time limits defined below, paying the CONTRACTOR the following compensation:

4.1 if the Purchase Order involved simultaneous or consecutive Interpretation Services, and rescission took place:

4.1.1. 3 days before the agreed translation completion deadline – 30% of the fee agreed for the Purchase Order completion,

4.1.2. 2 days before the agreed translation completion deadline – 50% of the fee agreed for the Purchase Order completion,

4.1.3. 1 day before the agreed translation completion deadline – 75% of the fee agreed for the Purchase Order completion,

4.1.4. on the agreed translation completion deadline – 100% of the fee agreed for the Purchase Order completion. The compensation referred to in clauses 4.1.1, 4.1.2 and 4.1.3 shall be increased by the costs incurred by the CONTRACTOR in order to complete the Purchase Order until the day the CLIENT submitted the rescission notice, and in particular the costs of renting a room and equipment if the CONTRACTOR has already incurred them.

4.2. if the Purchase Order involved the preparation of translations, the CLIENT may rescind the Purchase Order provided that it pays the compensation in the amount corresponding to the value of the translation based on its current progress as of the day on which the CONTRACTOR learns about the CLIENT’S rescission of the Purchase Order, but not less than 25% of the fee agreed for the Purchase Order.

  1. The compensation amounts referred to in clause § 10(4) shall be paid within 7 days following the Purchase Order rescission.
  2. The CONTRACTOR has the right to rescind the Purchase Order if it pays the CLIENT compensation equal to 25% of the fee agreed for the rescinded Purchase Order, but not later than before the expiry of half the time limit agreed for the Purchase Order completion.

§ 11 Confidentiality

  1. The CONTRACTOR undertakes to keep all the information provided by the CLIENT for the purpose of correct Purchase Order completion confidential. Such information may be disclosed only to the staff and subcontractors directly involved in the execution of a given Purchase Order. The CONTRACTOR hereby represents that all subcontractors to be involved in the completion of the CLIENT’S Orders have signed a contract with the CONTRACTOR obliging them to keep any information from the CLIENTS confidential in accordance with the CONTRACTOR’S quality assurance system EN ISO 9001:2008.

§ 12 Personal data

  1. If the completion of a Purchase Order requires the CONTRACTOR to process any personal data in respect of which the CLIENT is the data controller, these T&C may be construed as a contract whereby the CLIENT entrusts the processing of said personal data to the CONTRACTOR, with the provisions below applying to such a contract.
  2. The CONTRACTOR shall only process personal data to perform the Services provided for in the Purchase Order and insofar as necessary to complete the Purchase Order.
  3. The CONTRACTOR shall process the personal data entrusted by the CLIENT in line with the Polish Personal Data Protection Act of 29 August 1997 (Journal of Laws of 2016, item 922, as amended) and in accordance with the secondary legislation thereto, in particular the Regulation of the Polish Minister of the Interior and Administration dated 29 April 2004 on personal data processing documentation and on the technical and organisational conditions to be met by IT devices and systems used to process personal data (Journal of Laws of 2004, no. 100, item 1024), and any other requirements defined in the legislation governing personal data protection in effect after 1 April 2017.
  4. The CONTRACTOR shall make sure that personal data is only processed by individuals authorised by name to process personal data. To this end, the CLIENT authorises the CONTRACTOR to issue and revoke name-bearing authorisations to process personal data and to keep the records referred to in Article 39(1) of the Act referred to in § 12(3).
  5. The CLIENT agrees that the CONTRACTOR may entrust personal data processing to those subcontractors who have signed a relevant agreement with the CONTRACTOR in line with Article 31 of the Act referred to in § 12(3) and to the CONTRACTOR’S insurer, if any claims need to be handled. If the CONTRACTOR entrusts personal data processing to any subcontractors from a third country as per Article 48(2)(1) of the Personal Data Protection Act of 29 August 1997 (Journal of Laws of 2016, item 922, as amended), the personal data shall be transferred based on standard data protection clauses related to the transfer of personal data to processors based in third countries under Directive 95/45/EC adopted by the European Commission on 27 December 2001 (C(2001) 4540).

§ 13 Final provisions

  1. Any matters not regulated herein shall be governed by the applicable regulations of the Polish Civil Code, and the Parties agree to exclude any rights of the CLIENT regarding failure to complete or inadequate completion of a Purchase Order other than those that have been granted hereunder.
  2. The T&C are binding upon the Parties as of the moment of Purchase Order placement as defined herein.
  3. Any modifications to these T&C must be made by the Parties in writing or otherwise remain null and void, save as provided in § 13(4).
  4. The CONTRACTOR reserves the right to change these T&C. In order to be valid, any modifications of the provisions hereof require the CONTRACTOR’S statement posted at the following address https://skrivanek.pl/ogolne-warunki-wspolpracy/, informing about the fact and scope of the T&C modification. Any modifications to these T&C give the CLIENT the right to submit a notice of contract termination effective as of the effective date of the new T&C; however, any Purchase Order accepted by the CONTRACTOR under the existing T&C shall be performed thereunder. The CLIENT’S notice must be given in writing within 3 days following the receipt of the information that a message on the modification of the T&C has been posted on the CONTRACTOR’S website.
  5. These T&C shall be effective as of 15 May 2017.

GENERAL TERMS AND CONDITIONS (“T&C”) GOVERNING CONSUMER RELATIONS

§ 1 General provisions

  1. These General Terms and Conditions define the framework conditions governing the business relations between Skrivanek spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (00-410), ul. Solec 22, entered in the Register of Enterprises of the National Court Register under KRS number: 0000024886, with the NIP tax identification number: 6342245400 and REGON (Business ID): 273716037 (hereinafter the “CONTRACTOR“), and the entities to whom the CONTRACTOR provides services, consumers within the meaning of Article 221 of the Polish Civil Code (hereinafter “CONSUMERS“).
  2. Under these T&C, legal transactions equivalent in terms of effects to transactions performed in writing shall mean transactions made by fax, e-mail or through the CONTRACTOR’S forms, unless the statute requires a written form for a transaction to be valid. If the electronic form of the purchase order is used, the Consumer agrees to immediate performance of the service contract and acknowledges that it will lose its right to rescind the contract arising from Article 35 of the Polish Consumer Rights Act of 30 May 2014 (Journal of Laws of 2014, item 827, as amended) once the service contract is fully performed. By accepting these T&C, the Consumer is aware of the existence of their right to rescind a remote contract within 14 days following its conclusion, unless the contract has been fully performed by that time.

§ 2 Terms and definitions

  1. Translation/Interpretation Services – services provided by the CONTRACTOR within its business activities, including translations, certified translations, simultaneous interpretation, consecutive interpretation and certified interpretation.
  2. Terminology – a list of expressions in at least 2 languages which contains specialised vocabulary, expressions, abbreviations, etc. used and preferred by the CONSUMER, which the CONSUMER expects the CONTRACTOR to use in the translations, of which the CONSUMER informs the CONTRACTOR no later than at the moment of discussing the Purchase Order terms and conditions. Terminology shall also mean any previous translations made for the CONSUMER, if they contain vocabulary analogical to that required for the Purchase Order.
  3. Reference Materials – any documentation and information other than Terminology provided to the CONTRACTOR by the CONSUMER that includes the content and vocabulary which the CONSUMER requires from the CONTRACTOR, connected with the document to be translated or the speech to be interpreted.
  4. Translations Intended for Publication – translations to be disseminated by the CONSUMER to a wider audience, in particular in the form of presentations, training materials, bids, internal documents, catalogues, patient information leaflets, manuals, and materials published online.
  5. Pre-Publication Processing – additional services provided by the CONTRACTOR in respect of Translations Intended for Publication, involving: proofreading and independent review of translations by another translator, proofreading of translations by a native speaker, DTP services, and pre-publication proofreading.
  6. Supporting Services – services that may be provided by the CONTRACTOR in connection with Translation Services, in particular the provision of the technical measures necessary to perform interpretation tasks (whether simultaneous or consecutive), and Terminology preparation services.

§ 3 Purchase Order placement and processing

  1. The services that are provided by the CONTRACTOR within their business activities and are governed by these T&C involve Translation Services and Pre-Publication Processing and Supporting Services (hereinafter jointly the “Services”).
  2. The scope of the Services ordered from the CONTRACTOR and the performance terms thereof are defined in the Purchase Order placed by the CONSUMER (“Purchase Order”).
  3. The CONTRACTOR discusses with the CONSUMER – whether in person, in writing, or through means of remote communication (phone, fax, e-mail) – the information required for the Purchase Order completion terms to be presented to the CONSUMER, and in particular:
  4. the CONSUMER presents to the CONTRACTOR information about the translation type, translation procedure (regular/express), the materials to be translated and the language of the translation, and for interpretation – additionally the time and place of the Interpretation Service, the number of interpreters, the number of participants in the meeting, and the topics to be covered at the meeting during which the Interpretation Services are to be provided,
  5. the CONSUMER informs the CONTRACTOR about the obligation to use the Terminology,
  6. the CONSUMER informs the CONTRACTOR of whether they plan to publish the translation,
  7. the CONSUMER informs the CONTRACTOR about the need for Supporting Services.
  8. The CONTRACTOR presents to the CONSUMER the Purchase Order completion terms, which represent confirmation of the arrangements referred to in clause § 3(3), and they define in particular:
  9. the description and price of the Services in question, including shipment costs, if any,
  10. the Purchase Order completion time,
  11. the information regarding the use of Terminology,
  12. the Service delivery method,
  13. the first and last name of the person to be contacted regarding Purchase Order performance,
  14. the data verifying the CONTRACTOR in line with Article 12(1) of the Polish Consumer Rights Act of 30 May (Journal of Laws of 2014, item 827, as amended),
  15. the CONTRACTOR’S complaint procedure,
  16. the existence and content of translation warranties and how they are applied by the CONTRACTOR.
  17. The Purchase Order is deemed placed once the CONSUMER accepts the Purchase Order completion terms. The CONSUMER may accept the Purchase Order completion terms by performing one of the following activities:
  18. by signing the Purchase Order completion terms received from the CONTRACTOR (scanned document sent by fax or e-mail) and returning them,
  19. by e-mailing back to the CONTRACTOR a declaration of will on acceptance of the Purchase Order completion terms received from the CONTRACTOR.
  20. The provisions of clauses § 3(1) through § 3(3) and § 3(5) apply to both translation and interpretation, unless the provisions of § 5 of the T&C suggest otherwise.

§ 4 Purchase Order completion

  1. The Purchase Order is deemed accepted for completion upon the CONTRACTOR’S confirmation of receiving the declaration of will made by the CONSUMER in line with § 3(5) of the T&C; however, if the CONSUMER provides the declaration of will in accordance with 3(5) of the T&C later than 3 hours for regular Orders or later than 1 hour for express Orders after the CONTRACTOR provides the Purchase Order completion terms to the CONSUMER, the Purchase Order completion time shall be automatically extended by 1 day. If the above delay pertains to Translations Intended for Publication, the CONTRACTOR shall not be bound by the Purchase Order completion time in line with § 3(4) hereof. In such an event, the Parties determine the time limit via negotiation, and the time limit suggested by the CONSUMER must account for the technical possibilities of preparing the translation at an adequate level of quality.
  2. The CONSUMER shall provide the CONTRACTOR with the materials to be translated, the Terminology (if any), unless the CONSUMER has ordered a Terminology development Service, and the Reference Materials (if any). If the specificity of the Purchase Order so requires, the CONSUMER shall specify the person authorised to give approval and cooperate with the CONTRACTOR regarding Terminology development Services on behalf of the CONSUMER.
  3. A Purchase Order is deemed completed by the CONTRACTOR once the CONTRACTOR delivers the translation to the CONSUMER in the manner as defined in § 4(4), allowing the CONSUMER to check the content thereof, and for interpretation – once the Interpretation Service ends.
  4. The CONTRACTOR delivers a completed Purchase Order to the CONSUMER in person (personal receipt by the time and in the place agreed with the CONTRACTOR) or by post, courier, e-mail or fax.
  5. The CONSUMER shall pay the CONTRACTOR the fee by the time and according to the method defined in § 6 hereof.
  6. If the materials to be translated are provided to the CONTRACTOR in the form of documents, these documents will be returned along with the translation, and the CONSUMER shall voice their objections, if any, as to their completeness at the moment of receipt or otherwise lose the right to claim this at a later date.
  7. The provisions of clauses § 4(1) through § 4(6) apply to both translation and interpretation, unless the provisions of § 5 of the T&C suggest otherwise.

§ 5 Interpretation

  1. Interpretation Purchase Order completion terms should additionally define:
  2. the time and place of the Interpretation Service,
  3. interpretation type,
  4. number of interpreters,
  5. languages of interpretation,
  6. number of participants in the meeting,
  7. first and last name of the person appointed by the CONTRACTOR as the contact person for the CONSUMER,
  8. the topics to be covered at the meeting or during the speeches,
  9. the time of delivering the Reference Materials for the interpreters,
  10. if a Supporting Service involving interpretation equipment is ordered, the Purchase Order should contain information about the number of interpretation booths and receivers.
  11. To ensure the highest possible quality of interpretation, the CONSUMER shall provide the CONTRACTOR with Reference Materials, i.e. speeches, presentations, information about the speakers, the documents to be discussed, etc. no later than 3 days before the interpretation date.
  12. The interpreter is not obligated to perform any activities other than to interpret, and in particular the interpreter shall not prepare any notes or minutes, shall not prepare translations, shall not perform any administrative or organisational tasks, and shall not give the guests any tours. Furthermore, the interpreter shall have the right to take breaks during the working day (15 minutes for every 3 hours of Service provision), which the CONSUMER should take into account.
  13. If appropriate equipment is required for the interpretation, the CONSUMER must provide it to the CONTRACTOR, unless the CONSUMER, in a manner that raises no doubt, orders from the CONTRACTOR a Supporting Service involving provision of the equipment necessary for interpretation.
  14. The CONSUMER shall provide the interpreter and the operator of the equipment referred to in § 5(4) (technician) with access to the interpretation venue no later than 24 hours before the planned commencement of the interpretation task.
  15. For interpretation tasks performed outside the interpreter and technician’s city/town of residence, the CONSUMER shall provide transport, meals and accommodation for the interpreter and the technician (in single rooms with a bathroom) in the location where the interpretation task is to be performed, unless the Parties agree otherwise.
  16. The completion of a Purchase Order that involves interpretation shall be confirmed by the CONSUMER in a relevant statement (made in writing or electronically) that shall be delivered to the CONTRACTOR not later than 48 hours following the completion of the interpretation task; if the statement is not made by the specified deadline, the interpretation task is deemed to have been completed in line with the Purchase Order, without any objections on the part of the CONSUMER.
  17. For a Supporting Service involving interpretation equipment, the CONSUMER assumes financial liability for the interpretation equipment provided to the guests/participants during the conference (including for any damage or loss of equipment left at the disposal of the CONSUMER’S guests).

§ 6 Service price

  1. The fee for Purchase Order completion may be determined as a lump sum or based on an estimate, taking into account the method of fee calculation. The fee is determined by the CONTRACTOR and is communicated to the CONSUMER along with the Purchase Order completion terms.
  2. The fee payable to the CONTRACTOR shall be paid by the CONSUMER within 7 days of the Purchase Order receipt, based on a VAT invoice or a bill issued by the CONTRACTOR, unless the Parties make different arrangements as to the fee payment deadline.

§ 7 Failure to provide or inadequate provision of the Translation/Interpretation Service

  1. A Purchase Order is deemed completed inadequately if it was not completed at an appropriate professional level.
  2. If the CONSUMER demonstrates that the Order has the defect referred to in § 7(1), the CONTRACTOR shall remove it without undue delay, within the time limit as agreed with the CONSUMER, not shorter than half of the period in which the Purchase Order was completed by the CONTRACTOR.
  3. If the defects cannot be removed, the CONSUMER shall have the right to demand a contractual penalty of up to 25% of the net fee agreed for the Purchase Order, and if the defects were material, as confirmed during the complaint procedure carried out in line with § 9(2) of the T&C, the CONSUMER shall have the right to demand a contractual penalty of up to 50% of the net fee agreed for the completion of that Purchase Order.
  4. The damage for the fixing of which the CONTRACTOR is liable is only limited to the financial loss actually suffered, exclusive of lost profit.
  5. The CONTRACTOR’S liability for damages shall be limited to 100% of the Purchase Order value, exclusive of tax, provided that the CONSUMER ordered the Pre-Publication Processing Services specified in 2(5).
  6. For express Translation Services that may be completed by a group of translators, which may affect the consistency of Terminology and result in different styles, the CONTRACTOR’S liability for vocabulary inconsistent with the Terminology or with the Reference Materials shall be excluded.
  7. The CONTRACTOR’S liability for any inconsistency of vocabulary used in the translation when compared to the vocabulary used by the CONSUMER shall be excluded if the CONTRACTOR is requested to prepare a translation without being provided with the Terminology by the CONSUMER, because in such a case translations are prepared according to the principle of using the vocabulary that is the most common for the particular area.
  8. If the CONSUMER fails to inform the CONTRACTOR that the translation is intended for publication and fails to order additional fee-based Pre-Publishing Processing Services, the CONTRACTOR’S liability for the absence of such Services shall be excluded.
  9. If the materials to be translated delivered by the CONSUMER are inconsistent in terms of Terminology, incorrect in terms of language, or not fully legible or organised, the CONTRACTOR may inform the CONSUMER about the defects of the materials to be translated and demand that the CONSUMER promptly – but not later than within a time limit corresponding to 1/10 of the time limit determined for Purchase Order completion – send the corrected version, an explanation or instructions. The CONSUMER’S delay in providing such an explanation automatically postpones the Purchase Order completion deadline to account for the delay. If a corrected version is not available, the CONTRACTOR shall perform the Service with utmost care but shall not be responsible for the consistency of the translation and the correctness of the Terminology.
  10. The Parties shall not be liable to each other for inadequate fulfilment or failure to fulfil their obligations if this is caused by force majeure. Force majeure events, within the meaning of the T&C, shall mean: strikes, blockades, computer system failures, blackouts, terrorist attacks, or the occurrence of epidemics or contagious diseases to an extent which impairs the proper functioning of the business. A Party affected by force majeure should immediately notify the other Party of this and state when the force majeure event is expected to cease.

§ 8. Deadlines for reporting defects in completed Translation/Interpretation Services

  1. The CONSUMER shall report any defects in a completed Purchase Order to the CONTRACTOR in writing promptly following their identification but not later than within 30 consecutive calendar days of the day on which the translations were delivered to the CONSUMER, and for interpretation tasks – within the time limit specified in § 5(7). The CONSUMER shall specify: the circumstances, time and method of discovering the defect, along with a description of the defect. For interpretation tasks, a report on defects should additionally include an audio or an audio-video recording.
  2. If the defects are reported in violation of § 8(1), any rights of the CONSUMER, and the liability of the CONTRACTOR, including liability for damages connected with defects being found in the completed translations, expires.

§ 9 Complaints

  1. In the event of any dispute between the Parties as to defects of a completed Purchase Order – defects as referred to in § 8 hereof – the Parties undertake to resolve the dispute amicably, based on an opinion presented by an independent arbitrator jointly selected by the Parties from the list of court expert witnesses – certified translators with a registered office or domicile within the jurisdiction of the Lublin District Court.
  2. The contractual penalty arising from § 7(3) hereof depends on the outcome of the arbitrator’s assessment.
  3. The costs of preparing the opinion by an independent arbitrator shall be incurred by the Party to the contract that loses the dispute in the complaint procedure.

§ 10 Exclusivity, liability and termination

  1. The CONSUMER undertakes that all arrangements regarding a Purchase Order shall be made exclusively via direct contact with the CONTRACTOR only. The CONSUMER is not allowed to engage in any discussion or make any arrangements regarding a Purchase Order directly with third parties, and in particular with the CONTRACTOR’S translator, interpreter, supplier, etc.
  2. While communicating in matters connected with Purchase Order completion, the CONSUMER shall each time use the identification number assigned by the CONTRACTOR.
  3. If the CONSUMER violates the provisions of § 10(1) hereof, it shall be obligated to pay the CONTRACTOR a contractual penalty of 50% of the fee agreed for the Purchase Order. The CONTRACTOR reserves the right to claim damages above the stipulated contractual penalty.
  4. The CONSUMER shall have the right to rescind the Purchase Order within the time limits defined below, paying the CONTRACTOR the following compensation:

4.1 if the Purchase Order involved simultaneous or consecutive Interpretation Services, and rescission took place:

4.1.1. 3 days before the agreed translation completion deadline – 30% of the fee agreed for the Purchase Order completion,

4.1.2. 2 days before the agreed translation completion deadline – 50% of the fee agreed for the Purchase Order completion,

4.1.3. 1 day before the agreed translation completion deadline – 75% of the fee agreed for the Purchase Order completion,

4.1.4. on the agreed translation completion deadline – 100% of the fee agreed for the Purchase Order completion.
The compensation referred to in clauses 4.1.1, 4.1.2 and 4.1.3 shall be increased by the costs incurred by the CONTRACTOR in order to complete the Purchase Order until the day the CONSUMER submitted the rescission notice, and in particular the costs of renting a room and equipment if the CONTRACTOR has already incurred them.

4.2. if the Purchase Order involved the preparation of translations, the CONSUMER may rescind the Purchase Order provided that it pays the compensation in the amount corresponding to the value of the translation based on its current progress as of the day on which the CONTRACTOR learns about the CONSUMER’S rescission of the Purchase Order, but not less than 25% of the fee agreed for the Purchase Order.

  1. The compensation amounts referred to in clause § 10(4) shall be paid within 7 days following the Purchase Order rescission.

§ 11 Personal data

Pursuant to Article 24(1) of the Polish Personal Data Protection Act of 29 August 1997, we hereby represent that:

  1. The CONTRACTOR – Skrivanek Sp. z o.o. with its registered office at Solec 22, 00-410 in Warsaw – is the data controller in respect of CONSUMERS’ personal data.
  2. Personal data is processed for the purpose of proper Purchase Order completion.
  3. The CONSUMER has the right to access and correct their data.
  4. Personal data is given on a voluntary basis, but is necessary for Purchase Order placement.

§ 12 Final provisions

  1. Any matters not regulated herein shall be governed by the applicable provisions of the Polish Civil Code and the Polish Consumer Rights Act of 30 May 2014 (Journal of Laws of 2014, item 827, as amended).
  2. The T&C are binding upon the Parties as of the moment of Purchase Order placement as defined herein.
  3. Any modifications to these T&C must be made by the Parties in writing or otherwise remain null and void.
  4. These T&C shall be effective as of 15 May 2017.