General Terms and Conditions

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

I. Introductory provisions

These General Business Terms and Conditions (hereinafter referred to as "GTC") regulate the rights and obligations between Aspena, s.r.o., company ID number 60751185, 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, company ID number 35 845 040, registered office at Trnavská cesta 5, 83104 Bratislava, Slovak Republic, registered in the Commercial Register kept by the District Court in Bratislava, Insert No. 27496/B (hereinafter referred to as the "Contractor") and a natural person or legal entity (hereinafter referred to as the "Client"), both also referred to as the "Contracting Parties", arising from the provision of services consisting in the production of translations, proofreading, interpreting, data services or other additional and translation‑related services.
The current version of these GTC is published on the Contractor's website at: aspena.com.
The Contractor is entitled, based on its trade licence establishing the subject of its business, to provide services (hereinafter referred to as "Services"), the subject of which is in particular:

the production of translations and/or
the provision of proofreading services and/or
the provision of interpreting and/or
the provision of data services and/or
other services related to the above activities

The Client is obliged to pay the agreed price for each completed Service. If the Service is provided without a price having been agreed, then it pays the usual price.
The Contractor provides 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 implementation of the Contract with regard to the purpose and its end use and a price proposal.
Order Request	A draft contractual arrangement (Contract) made by the Contractor to the Client containing in particular the method of producing of the Order and the price for production.
Variant	The method summarised in the Offer of how to produce or provide the Service to the Client in accordance with its Order.
Recommended variant	Variant recommended by the Contractor. Most appropriate means of processing the described Order.
Total U / Estimate U	Estimated number of billable units. The final price will be charged according to the final number of produced units.
U = Unit	The chosen unit for billing the price.
Type of performance / Subject	Specification of the Service.
Delivery date / Delivery terms	The date of delivery or provision of the Service, 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 repository or the time when the Service will be provided. Where specified by number, this means the number of working days counted from the next working day after the date of concluding the Contract. If the Contractor requires advance payment, we calculate the delivery date from the day after the day of receipt of payment.
Unit Price	Price per Unit.
Subject of the Order Request	The Client's chosen Order performance Variant.
Order acceptance and performance / Working hours	Working hours for the receipt and delivery of orders are from 8 a.m. to 5 p.m. Central European Time (UTC + 1 hour) on working days, i.e. Monday to Friday, unless agreed otherwise.
Performance	Name of the performed Service.
Field	Field of the Contract/Services specified by the Client.
Provided terminology	If terminology is provided by the Client, the Contractor shall use this for the translated terms. If not provided, the Contractor shall use terms in their regular adequate meaning. The Contractor shall provide the created term databases or updates thereof based on 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 materials for performance of the Service. If reference materials have not been provided, the Order will be produced using regular adequate terms.
Order	The performed Service. Service requested by the Client and performed by the Contractor.
Client Portal	The Contractor's electronic system that enables the management of the Client's Orders and remote access by the Client.
Source	Person executing the Performance.
Types of Performance
Annotation	Processing image descriptions, text sequences, video sequences or audio sequences according to the reference materials for processing.
Apostille	Ensuring apostille certification. An apostille is a clause that is added to a court certified translation, which proves the verification of the signature and stamp on the document for the purpose of its use abroad.
Dubbing	Performance of dubbing services individually or as a complete service: unsynchronised dubbing, synchronised dubbing, technical preparation and finalisation and transcription.
Order tracking	Delivery of a copy of a previously completed Order.
Delivery	Arranging delivery of the Order by mail, courier or another forwarding company.
Electronic court translation	Certified translation bearing the electronic stamp of a court‑appointed translator. It is valid for 5 years.
External printing	Delivery of professional printouts.
Graphic design	Basic editing and arrangement of text according to the original in MS Word format.
Graphic processing	Graphic processing of the document. Text formatting. Without or with the use of special (DTP) graphic programs.
Linguistic proofreading	Revision of the grammar and basic content of the translation we produced. Reviewing the target language content against 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.
Linguistic proofreading with evaluation	Linguistic proofreading including an 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 consecutivity	The content of speech is interpreted into the target language afterwards, while the speaker's pauses. This is low‑level interpreting: a business meeting, a doctor's appointment, a city tour, etc.
Consecutive interpreting: high consecutivity	The content of speech is interpreted into the target language afterwards, while the speaker's pauses. This is high‑level interpreting: both the speaker and the interpreter can speak in several‑minute segments, and it can be done by memory or with the interpreter's notation. This particularly involves interpreting for a wider audience, at a higher government level, at conferences, etc.
Copies of certified translations	Making copies of certified translations.
Proofreading of third‑party text	Revision of grammar and basic content of a translation we did not produce. Reviewing the target language content against the source language content. Bilingual or monolingual proofreading. Does not include pre‑press or other proofreading.
Proofreading the amended text	Proofreading of a translation that we have already produced and submitted, in which the Client subsequently changed the source content.
Creative adaptation of text	A translation whose style ensures that the desired style is created for the intended use of the target content.
Creative copywriting	Producing creative texts (copywriting) according to the assignment in the target language.
Localised translation	Translation that is adapted to the target environment.
Costs associated with interpreting	Costs associated with providing interpreting. In particular: transport, travel time, interpreter preparation, meals, accommodation.
Notarisation	Provision of document verification (vidimation).
Professional proofreading of text	Reviewing the target language content for appropriate use of terminology. Reviewing the use of discipline‑specific terms using a supplied or commissioned glossary of terms or supplied reference texts. According to ISO 17100, this proofreading is called "tutor assessment".
Assessment of the spoken word	Assessing the clarity and correctness of the spoken word.
Post‑editing	Linguistic revision carried out after machine translation to ensure a level of quality adequate to the translation performance.
Assessment proofreading	An assessment of the quality of a translation by another translator.
Pre‑press proofreading	Review of the target language content before publication after the Client has processed the text. Without this proofreading, the target content cannot be published. The number of days for proofreading is added to the deadline for the translation with linguistic proofreading.
Translation	Conversion of source language content into target language content in written form, designated for further processing. For further use, we recommend adding adequate proofreading.
Translation with linguistic proofreading	Conversion of source language content into target language content in written form, which then undergoes linguistic proofreading (bilingual revision).
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, keyword‑assisted proofreading, keyword‑compliant translation, keyword‑compliant website analysis.
Translation in accordance with ISO 17100	A translation that meets the requirements of ISO 17100. It is produced with a linguistic proofreading by a second translator/proofreader. The translators' processes and experience meet the requirements of the standard. The translation will be produced in this way if this performance is expressly agreed upon.
Transcription of written text	Transcribing the source content in documentary form into editable form.
Project preparation	Contract preparation
Simultaneous interpreting	The interpreter translates the content of the speech into the target language simultaneously with the speaker's speech by means of the interpreting equipment. There are always two simultaneous interpreters when using a booth, who alternate after half an hour. When booth interpreting equipment is not use, this is called chuchotage (whispered interpretation); whispering equipment may be used.
Court certification of translations	Certification of a translation already produced. The translation must be proofread by the interpreter who certifies the translation; see Court certified translation.
Court certified translation	A translation produced in accordance with Act No. 36/1967 Coll., on Experts and Interpreters, by a translator (in the language of the Act, an "interpreter") appointed by the competent regional court. A court certified translation is inextricably linked to the original or a certified photocopy of the original document being translated and is therefore exclusively in paper form, not electronic. The Client must submit the original or a certified photocopy of the document intended for the court‑certified translation.
Machine translation	Machine translation of the source text into the target language.
Stylistic proofreading	Reviewing the target language content for suitability of style for the desired purpose of using the target content.
Super‑legalisation	Ensuring a higher level of verification of the certified (legalised) document in the country where it is to be used.
AI interpreting	Interpretation using artificial intelligence.
Online interpreting	Remote interpreting via the internet. It is classified under Consecutive interpreting: low consecutivity.
Interpreting over the phone	Interpreting a telephone call. It is classified under Consecutive interpreting: low consecutivity.
Sign language interpreting	Interpreting from the source language into the sign language of the corresponding language and vice versa.
Interpreting equipment	Provision of technical equipment used in simultaneous interpreting. Specific items are selected according to the Client's requirements.
Copywriting	Creating text based on assignments, selected topics or keywords.
Subtitling	Performance of subtitling services, either individually or as a comprehensive set of services: technical preparation, which includes converting the input format and/or integrating subtitles into the video, transcription of the spoken word, creation of time stamps, creation of subtitles using the selected program, synchronisation of subtitles with the video, timing of subtitles.
Voiceover: High‑quality	Delivery (speaking) of text from a script in a professional recording studio.
Voiceover: Low‑end	Delivery (speaking) of text from a script using commonly available technology (phone, Skype, etc.).
Creating glossaries	Creating a term glossary using the reference materials and source content. The glossary serves as a necessary aid to maintain the Client's required technical terminology and its consistent use.
Creating translation memory	Creating a translation memory (TM) from previous translations or other reference materials provided by the Client, used to produce the translation using CAT tools.
Creating a style guide	Creation of linguistic/stylistic rules depending on the purpose of the order (Client requirements). The manual serves as a necessary aid to maintain the style desired by the Client.
Trial translation	Translation of a small part of the Order, on the basis of which the Client decides to award the whole Order.
Backtranslation	Reverse translation after prior translation: we translate the content we have translated back into the source language content. Produced by two translators. It is not a substitute for proofreading.
Billable unit	Abbreviations
Standardised page	NS	Every 1800 characters (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 total quantity produced.
Weighted Word	VS	A word into which the degree of matching with the source Words is reflected.
Character	Character	A letter, digit or any pictorial representation of a concept.
Hour	H	Every started hour.
1/2 day	1/2 day	More than one hour, but less than 4 hours.
Day	Day	More than 4 hours, but no more than 8 hours.

III. Written form of acts and delivery

For the purposes of these GTC, acts carried out in writing, hereinafter also referred to as “Correspondence" and/or "Written Form" and/or “in writing", shall be deemed to include, in addition to Hardcopy Correspondence, the following:

acts undertaken via electronic mail, hereinafter referred to as "E‑mail",
via the electronic order form and/or the ordering system in the Client Portal of the Contractor's information system, hereinafter referred to as "E‑mail".

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

an electronic signature effectuated in accordance with the procedure under special legal regulations, hereinafter referred to as a "Signature" and/or
the Offer number or Order Request or Order number assigned by the Contractor, which for these purposes acts as the agreed password. If an E‑mail or attached file bears a Offer or Order Request or Order number, it will be irrefutably presumed between the Contracting Parties that the relevant Contracting 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 as the Client) is liable for any damage caused to the other Contracting Party (understood as the Contractor) by misuse of the password.

IV. Contractual relationship

The contractual relationship, hereinafter also referred to as the "Contract", between the Client and the Contractor is established in particular by one of the following means:

a concluded framework agreement and the individual contracts for work concluded in accordance with the framework agreement,
Order Requests created by the Contractor, which the Client confirms and sends back to the Contractor,
based on the Offer created by the Contractor, which the Client confirms and sends back to the Contractor,
Written enquiries sent by the Client and confirmed in writing by the Contractor.

In particular, the contractual relationship is established via electronic communication: By e‑mail, via the Contractor's Client 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 Contracting Parties. Any deviating provisions between the Client and the Contractor in the Contract shall prevail over the wording in these GTC.

With regard to the nature of the contractual relationship (the Contractor provides performance of a specific nature requiring special arrangements), the Contractor’s GTC take precedence over the Client’s general terms and conditions, unless the Contract between the Client and the Contractor expressly provides otherwise.
The following facts must be apparent from the Correspondence sent between the Client and the Contractor at the conclusion of the Contract, and therefore the Contract will contain the elements listed below:

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

If the purpose of the Service is not stated 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 in the Service according to Art. VI of these GTC, and the Client shall not be entitled to claim defects in the Services 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 production 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 in the Service according to Art. VI of these GTC and the Client shall not be entitled to claim defects in the Services in this connection,

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

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 reference materials and/or include in the Contract the name and contact details of the person responsible for consulting the Terminology, and must order professional proofreading. If the Client 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 Client shall not be entitled to claim defects in the Services in this connection,

information on whether the Order is to be a translation in accordance with ISO 17100.

If this is not expressly stated, the Order need not be produced in accordance with ISO 17100. If this special processing is not ordered, it is not a defect in the Service according to Art. VI of these GTC and the Client shall not be entitled to claim defects in the Services in this connection.

V. Performance of the Contract

The Contractor has duly performed the Contract if the Services provided by the Contractor are in accordance with the Contract and are provided within the agreed time. The Client is obliged to accept the Order at the place and/or in the manner specified in the Contract.
The order is fulfilled on time:
1. If the Order is in hardcopy format:
2. In the case of E‑mail:
3. In case of storage on the Client's Client Portal or other agreed storage site:
4. in the case of interpreting, by providing interpreting in accordance with the Contract.

The Client is obliged immediately to confirm the acceptance of the Order in writing to the Contractor, in particular by:

in the case of translation/proofreading or other related Services in writing,
in the case of interpreting, by confirming in writing the Contractor's Interpretation Protocol form,
if the Client is a user of the Client Portal, the Contractor's electronic record on the Client Portal is proof of acceptance in addition to the written confirmation.

If the Client fails to comply with its obligation to acknowledge receipt of the Order in writing in accordance with the GTC, it is deemed to have accepted the Order in a due and timely manner if, even within 24 hours after the expiry of the deadline for delivery of the Order, it has not claimed a delay in performance of the Services with the Contractor in writing.

If the outcome of the Order, the subject of which is translation / proofreading or other related services, cannot be delivered in the agreed manner for compelling reasons, the Contractor is entitled to choose an alternative method of delivery and notify the Client of this fact. If the need for substitute delivery arises for reasons on the Client's side, the Client is obliged to reimburse the Contractor for such costs.
If the Client does not accept the duly performed Order and/or prevents its delivery, the Contractor’s right to its payment arises from the moment when it was ready for delivery.
The Contractor is entitled to destroy the documents provided by the Client as well as the Order without compensation if the Client does not accept the Order within 6 months after the date of performance. The Contractor is entitled to charge the costs associated with the storage of the Order in the minimum amount of CZK 100 per month.

VI. Claims from liability for defects in the Order and deadlines for their application and dispute resolution

The Order is defective if it has not been provided in accordance with the Contract.
The Client is obliged to submit any claims arising from defects in the Order to the Contractor without undue delay after discovering them after the date of completion of the Order. The Client is obliged to submit claims from defects in the Service in writing.
Claims from liability for defects in the Service will expire if they are applied for reasons excluded by the Contract and/or these GTC and/or after expiry of the deadline stipulated by law or in these GTC.
When applying a claim from liability for defects in the Order, the Client shall state and/or attach:

the reason for the claim,
the time and manner of determining the defect(s),
a description of the defect(s) and the frequency of its/their occurrence,
if applying a claim for a defect in the Services of interpreting an unedited audio and/or audio‑visual recording,

If the Contractor acknowledges a defect in the Order, the Contractor shall rectify the identified defect and provide the Client with a correction of the translation or proofreading or other related Services. If this is not possible due to the nature of the delivered work, 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 identified content defects 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 apply a claim from liability for defects in the Order 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 performance of the Order and/or where the Contractor is unable to retain such documents and outputs for the purpose of assessing the validity of such claims, e.g. when processing Orders on the Client's server.

The Contractor is liable for any damage caused by defects in the Order up to the amount of the price of the Order excluding VAT.
If a dispute arises between the Contracting Parties regarding the validity of the Client's punctually applied claims from liability for defects under these GTC, the Contracting Parties agree to:

to resolve this dispute first out of court, in the form of an expert opinion from an independent interpreter from the register of experts and interpreters maintained by the Ministry of Justice of the Czech Republic, chosen by the Contracting Parties on the basis of a consensual agreement,
if the independent interpreter's opinion disfavours the Contractor and the Contractor agrees with the result of the opinion, the Client is entitled to a discount on the price of the Order, the amount of which will be determined by the Contractor taking into account the ratio of the indicated content defects 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.
in the case of interpreting, the Contractor shall provide the Client with a discount on the price of the Order similar to the previous paragraph of these GTC.

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

VII. Out‑of‑court settlement of consumer disputes

If the Client is a consumer and if they have concluded the Contract with the Contractor as a natural person not acting within the scope of their business activity or within the scope of the independent exercise of their profession (hereinafter also referred to as "Consumer”), and if a consumer dispute arises between the Consumer and the Contractor, the Consumer has the right to out‑of‑court settlement. A party to 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., registered office at Gorkého 15, 60200 Brno, or the Slovak Trade Inspection Authority (P. O. BOX 29, Bajkalská 21/A, 827 99 Bratislava, if the Service provider is Aspena, s.r.o., registered office at Trnavská cesta 5, 83104 Bratislava, Slovak Republic. Complete details about out‑of‑court dispute resolution are available on the website of the Czech Trade Inspection Authority: coi.cz, Slovak Trade Inspection Authority www.soi.sk.
In the event of disputes between the 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 shall apply, taking into account consumer rights under the law determined in accordance with generally binding legal regulations.

VIII. Pricing, invoicing and payment terms

The pricing arrangements, hereinafter referred to as the "Price" of the Order, are set out in the Contract as a unit price and/or as a total estimated price.
Value added tax or similar tax at the statutory rate may be added to the price if required by generally binding regulations.
If the Order Price is set as a Unit Price and/or as a Unit Price and the Total Estimated Price, for example because it was based on an estimate of the number of units only, the calculation of the final Price shall be based on the number of units in the target language and/or the extent of the Contractor's actual work and costs.
The Contractor is entitled, even in cases not agreed in the Contracts, to request partial or full advance payments and is obliged to issue tax documents to the Client for this purpose. Unless expressly agreed otherwise in the Contract, these tax documents are payable on the date specified therein.
The Contractor shall issue a tax document, hereinafter referred to as an "Invoice", to the Client on the date of taxable supply.
The Order number or other Client registration number, which the Client requests to be indicated in the Invoice or other documents, is indicated for registration purposes only and does not constitute any legal action with effects on the Contract between the Client and the Contractor.
The Client is obliged to pay the Invoice by the due date, which, except for the settlement of contractual penalties, is 14 days from the issue date of the Invoice, and to duly identify its payment.
If the Client requires the Invoice to be issued to another entity, the Client is liable for payment of the price jointly and severally with that entity, until the other entity has paid the relevant amount. The Client shall confirm this commitment to the Contractor in writing. The Contractor may suspend the provision of the Services until the necessary confirmation is issued. If the other entity fails to pay the Price duly and punctually, the Contractor is entitled to issue a tax document without further notice and the Client undertakes to pay the Price within the deadline set by the Contractor.
For the purposes of these GTC, payment refers to the crediting of the relevant amount to the Contractor's account.
In case of delay in payment, the Client is obliged to pay the Contractor a contractual penalty of 0.1% of the amount due for each day of delay. The contractual penalty does not affect the Contractor's right to default interest.
In the event of late payment, the Client's payment, regardless of its identification by the Client, shall be credited first to the oldest liability, firstly to default interest and contractual penalty/penalties and the remaining part of the payment to the principal of the debt.
If the Client delays in paying the Contractor an Invoice for a partial or full advance payment by the due date stated therein and/or defaults in paying any other amount by more than 30 days from the due date of the amount, the Contractor is entitled to:

withdraw from the Contract, provided that, in the case of a Contract for a longer period of time, all subcontracts not yet delivered by the Contractor under the Contract for a longer period of time shall terminate on the date of withdrawal and/or
terminate the Contract and/or
require the Client to provide security for its existing and future claims, whereas the Contractor shall decide on the suitability and/or adequacy of such security; and/or
suspend the provision of its Services to the Client, even for unfulfilled Contracts, or not provide its Services to the Client until its claims are paid in full, without this being considered a breach of the Contract by the Contractor. In such case, all performance deadlines specified in the Contracts not yet performed shall be extended by the period of delay in payment.

The Contractor is entitled to authorise a third party to collect its claims against the Client and to this end, if necessary, to transfer the Client'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 its claim to third parties.

IX. Principles of cooperation

The parties are always obliged to quote the Offer/Order number when communicating with each other.
The Client is obliged to provide the Contractor with all documents, materials and information necessary for the provision of the Service in a timely manner, whereas:

in the case of translation/proofreading or other related services, do so before or on the date of concluding the Contract,
in the case of interpreting, do so within a reasonable time before the date of interpreting. If the Client fails to do so, the Contractor is not liable, e.g. for defects in the Order consisting in the use of incorrect Terminology,
the initial text supplied by the Client to the Contractor must be comprehensible in terms of subject matter, terminology and language and must be legible and clear. If the source text does not comply with these requirements, the Contractor is not liable for the accuracy of the translation and is not liable for any direct and/or indirect damages incurred by the Client as a result of incorrect translation / incorrect proofreading or other related Services of such source text, in which case it shall not constitute a defect of the Contract under the provisions of these GTC,
the Contractor is entitled to draw the Client's attention to deficiencies in the initial text and to request a corrected or legible text, explanation or layout. Until the Client provides the new text, explanation or instructions, the Contractor is entitled to interrupt the provision of the Order, and the deadline for completion of the Order will be extended by the duration of such interruption.

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

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

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

the Contractor is not responsible for the uniformity and accuracy of the Terminology or graphic design, especially if the Order is divided between several sources/processors (translators, proofreaders, etc.) unless this unification is expressly agreed in the Contract,
The Client is not entitled to use the produced text for publication if it was produced by the Contractor as a Trial Translation.

If the Order is for interpreting:

the Client is not entitled to request from the interpreter any other activity within the scope of the Contract (e.g. written translation, minutes of meetings, guide and organisational services),
The Client is obliged to:
provide conditions appropriate to the type of interpreting, including technical support, unless the Contractor has ordered this,
if the Contractor has undertaken to supply the interpreting equipment, to provide the Contractor in due time with access to the premises where the interpreting equipment will be installed,
ensure the transport of the interpreter from the agreed place to the place of performance of the Order and back by an appropriate means of transport, taking into account the distance of the places,
if the Contractor provides transport for the interpreter, to pay the Contractor the full amount of travel expenses including meals according to the applicable legal regulations,
provide accommodation for the interpreter at its own expense in a single room with facilities,
if the interpreter is accommodated by the Contractor, to pay the Contractor the accommodation costs,
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 is entitled to compensation for time lost by the interpreter and for time spent travelling in connection with the provision of interpreting.

X. Special provisions

The Client declares that it is entitled to dispose of the work in accordance with Act No. 121/2000 Coll., Copyright Act, as amended. The Contractor is not liable for any consequences related to the violation of copyright regulations or other regulations concerning intellectual property rights.
The Client guarantees to the Contractor that the claims of the authors of the texts submitted to the Contractor for translation or interpretation have been or will be settled as required, and if any third‑party claims are made against the Contractor, the Client shall settle them on its own behalf and shall provide the Contractor with all necessary assistance in defending its interests.
The Client must not contact the translator or interpreter or any other Order processor in business matters, especially concerning the currently processed Order, without the express written consent of the Contractor.
If, with the consent of the Contractor, contact is made between the Client and the Contract processor, the Client shall not discuss matters with them relating to the Contract and the terms thereof, and shall inform the Contractor without delay of any intention of a new Order or the need to change the terms and conditions of the Contract.
If the Client breaches any of the obligations specified in this article of the GTC, it is obliged to pay the Contractor a contractual penalty of CZK 100,000 for each individual case of breach of obligation, even repeatedly. The contractual penalty billed by the Contractor to the Client is payable within 14 days from the date of receipt of its billing, and the paid penalty has no relation to compensation for incurred damages.
The Client agrees to the inclusion of its name/trade name in the Contractor's marketing and sales materials.

XI. Nondisclosure obligation

The Contractor's obligation set out in this Article below shall apply in the event that no special confidentiality agreement has been or will be concluded between the Client and the Contractor, regardless of its present or future designation.
The Contractor is obliged to maintain the strictest confidentiality towards persons beyond the Client, except for the Contract processors, with respect to all information relating to:

the Client, which it becomes aware of in the course of its work for the Client,
the Client’s customers and partners, which it becomes aware of in the course of performing the Order,
the content of the source materials and the translations or interpretations produced.

Information that is proven to have at least one of the following characteristics shall not be subject to the nondisclosure obligation:

it was already public knowledge or publicly available before disclosure, the data must be disclosed to a third party under an obligation imposed by applicable law and/or such disclosure was enforced by a decision and/or action of a public authority with which the Contractor was obliged to comply.

XII. Personal data processing

Due to the fact that the Contractor processes the 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 "GDPR"), the Client is hereinafter considered to be the controller and the Contractor the processor pursuant to Art. 28 of the GDPR. This Contract is also considered an agreement on personal data processing.
The subject of the agreement on personal data processing is the obligation of the processor to process personal data for the controller, to which the processor gains access under the concluded Contract.
In accordance with the above, the Client, as the controller, declares that it is the controller of personal data in accordance with the GDPR. The controller declares that personal data such as a 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, and are accurate, correspond to the stated purpose and are within the scope necessary to fulfil the stated purpose.
The controller further declares that it is entitled to authorise the processor to process personal data within the contractually specified scope, for the contractually specified purpose and for the period necessary in accordance with the GDPR.
The controller authorises the processor to process personal data in connection with the performance of its obligations under the Contract for the duration of the Contract.
The processor will process personal data mainly by temporary storage and transmission, both in electronic and hardcopy format.
The controller is aware that the documents it provides to the processor as the Contractor for translation, interpreting, other language or related Services under the Contract may not always reveal the presence and extent of personal data of natural persons so that the processor can be fairly required to identify them in the course of its usual and procedurally established activities and procedures in accordance with the subject of performance under this Contract. The controller undertakes to the processor that, upon becoming aware of the presence and extent of personal data of natural persons in the transmitted documents, it will notify and identify the processor without delay.
The controller is obliged to provide the processor with any written documentation without undue delay after being asked to do so by the processor, if any written documentation is required for the performance of the processor's obligations under this Contract.
In accordance with Art. 33(2) of the GDPR, the processor is obliged to report a personal data breach to the controller without undue delay once it becomes aware of the breach. The report will be made in accordance with the Client's instructions; if there are none, then by telephone and/or e‑mail to the Client's address.
The information obligation under Art. 13 and Art. 14 of the GDPR in relation to data subjects, whose personal data is processed under the Contract, will be performed by the controller.
The controller and the processor agree that the processor may, at its discretion, involve other processors in the processing of personal data as subcontractors for translation, interpreting, other language or related Services. The processor must impose the same data nondisclosure obligations on such other processors as it itself has towards the controller under the Contract.
The processor is obliged to act 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 personal data only on the basis of documented instructions from the controller, including the transfer of 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 the processing of personal data within the meaning of the Contract has expired, 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.
Information regarding the processing and protection of the Client's personal data is available at https://www.aspena.com/information‑customers.

XIII. Termination of the Contract

The Contract may be terminated by the means permitted by applicable law and/or as specified in the Contract and/or these GTC.
The Contracting Parties may amend or terminate the Contract by written agreement. In this case, the rules for establishment of the Contract apply mutatis mutandis to its amendment or termination.
The Contracting Parties may terminate the Contract by unilateral acts as follows:

The Contractor is entitled to withdraw from the Contract in writing
in the event that, after the conclusion of the Contract, insurmountable obstacles occur on its side preventing the performance of the Service,
if insolvency proceedings are initiated against the Client, or the Client’s property is found to be and declared bankrupt.
The Client may terminate the Contract, in other words “cancel the Order", by paying a severance fee to the Contractor:
in the case of a translation (or proofreading or other related Services) on which the Contractor has not started work, 20% of the price of the Order, up to a maximum of CZK 1,500,
in the case of a translation (or proofreading or other related Services) on which the Contractor has started work, 20% of the price of the Order plus the price of the text already translated (or proofread or otherwise processed as per the Services) determined in proportion to the agreed price of the entire Order, but not more than 100% of the price of the entire Order,
in the case of interpretation with withdrawal more than 24 hours before the agreed start time of interpreting, 50% of the price of the Order and all costs already incurred in relation to interpreting,
in the case of interpretation with withdrawal less than 24 hours before the agreed start time of interpreting, 100% of the price of the Order and all costs already incurred in relation to interpreting.

XIV. Final provisions

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

the valid legal code 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., the Civil Code, as amended,
the valid legal code of the Slovak Republic, if the Contractor is Aspena, s.r.o., with its registered office in the Slovak Republic, in particular the relevant provisions of Act No. 513/1991 Coll., Commercial Code, as amended.

The resolution of any dispute arising from the performance of obligations under the Contract shall take place in a court of competent 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 law.
By signing the Contract, the Client confirms that it is familiar with the contents of the Contract and these GTC.
The Contractor may change or supplement the wording of the GTC. This provision does not affect the rights and obligations arising during the effective term of the previous version of the GTC, whereas the version as at the date of concluding 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 amendments or additions to these GTC shall take effect on the issue date of the current GTC and their publication on the Contractor's website.
If there is a change to these GTC, the Contractor is obliged to inform the Client of this fact in an appropriate manner before the new version comes into effect, whereas the appropriate manner is considered to be in particular one of the following options:

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

whereas the choice of notification method is 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 number, etc. must be reported by the Contracting Party to whom the change pertains to the other Contracting Party without undue delay.
The text of these GTC is binding on the Contracting Parties.

These GTC come into effect on 1 July 2024.