GENERAL TERMS OF TRADE AND DELIVERY

General Terms of Trade and Delivery, SOPHIA, jazykove sluzby s.r.o., Ceske Budejovice, Hroznová 28, Reg. No. 26025876, No. 04/2017, dated 1st April 2017

1.  Opening provisions

1.1  The legal arrangements between the Provider - SOPHIA, jazykové služby s.r.o., Hroznová 28, České Budějovice, Reg. No. 260 25 876 - and the Customer with respect to the provision of deliverables shall be governed by these General Terms and Conditions (hereinafter the "GTCs"). The GTCs shall apply to all contractual arrangements between the Provider and the Customer as the recipient of the Provider’s deliverables, including persons acting in the Customer's name and/or on the Customer's behalf. These GTCs shall become an integral part of each individual contract entered into between the Provider and the Customer, shall be binding upon the Provider and the Customer and shall constitute a part of its contents. The provisions of the contract shall prevail if they deviate from or are in conflict with the conditions contained herein. Any issues not arranged in the individual contract between the Customer and the Provider shall be governed by these GTCs

1.2  These GTCs specify the terms and conditions for performing the above-mentioned arrangements between the Provider and the Customer to ensure that the Customer is duly and fully satisfied as regards the terms and quality of the provided deliverables and the Provider receives the full price for the deliverables promptly, and to arrange all other relationships between the Provider and the Customer.

1.3  If the Provider and the Customer enter into a mutual contract, including a contract taken out in the manner stipulated in these GTCs, the mutual contractual arrangements shall be implemented on the basis of these GTCs, unless expressly agreed otherwise in the contract.

1.4  These GTCs are issued and effective as of 1 April 2017. The Provider reserves the right to change these GTCs; in such a case the new version of the GTCs shall come into force and effect on the date specified/communicated by the Provider.

1.5  The deliverables shall be provided on the basis of a contract entered into between the Provider and the Customer. The contract shall be deemed to be concluded upon delivery of acceptance of the Customer’s purchase order/application by the Provider to the Customer or in any other manner agreed between the Parties. The written-form requirement shall be deemed to be satisfied even if the purchase order or application is sent by email or in any other similar manner that allows remote text transmission or by phone, followed by email confirmation. The purchase order shall be deemed accepted by the Provider, i.e. the contract between the Provider and the Customer shall be deemed concluded, when the Provider expressly accepts the Customer's purchase order by sending its acceptance of the purchase order to the Customer's email address. If the subsequent email confirmation contains deviations from the content agreed by phone and the respective party does not agree with it, the respective party is obliged to inform the other party of such deviations immediately.

1.6  If the Provider confirms acceptance of the purchase order/application, such purchase order or application shall be deemed to form a draft contract containing the Provider's obligation to deliver or provide deliverables to the Customer within the deadline specified in the purchase order/application, to the place specified under the GTCs, and in turn the Customer's obligation to pay the Provider the price. If the Customer receives the Provider's acceptance of the draft, it shall constitute the conclusion of a contract; the Provider is obliged to deliver to the Customer the specific deliverables and the Customer is obliged to accept the deliverables and pay the Provider the specific price. Provision of the deliverable by the Provider shall also constitute acceptance of the draft by the Provider.

1.7  The Provider is not obliged to deliver or provide deliverables if the Customer is in default in honouring its monetary or non-monetary debts to the Provider, e.g. arising from another purchase order, is bankrupt, its assets are subject to execution or court decision, the Customer has not paid all its liabilities to the tax authority or has not paid other fees, payments or contributions payable to the state.

1.8  If the method or the place of provision of the deliverables is not agreed, the Provider shall be deemed to have fulfilled its obligation by allowing the Customer to use, take over or consume the deliverables in the Provider's seat or by being prepared to provide the deliverables in the Provider's seat.

1.9  Special provisions for deliverables provided to consumers.

Consumer's withdrawal from a contract concluded remotely and its consequences

The Customer, if a consumer, may withdraw from a contract concluded remotely, i.e. without the simultaneous physical presence of both Parties, without reason within 14 days of the date following the date of conclusion of the contract. The term for withdrawal from the contract shall be deemed satisfied if the notice of withdrawal is sent before the expiry of this 14-day term. For the purposes of exercising the right to withdraw from the contract, the Customer shall report its withdrawal from the contract in the form of a one-sided legal act (e.g. a letter sent via a postal service operator or by email) and can use the sample notice of withdrawal below.

If the Customer withdraws from the contract, the Provider shall return to the Customer all payments received by the Provider from the Customer without undue delay, no later than within 14 days of the date on which the Provider receives the Customer’s notice of withdrawal from the contract. The Provider shall return the payments using the same means of payment used by the Customer to make the initial transaction, unless the Customer specifies otherwise. Under no circumstances shall the Customer incur any additional costs.

If the Provider starts performing the contract at the Customer’s express request before the expiry of the term for withdrawal from the contract, the Customer shall pay the Provider a pro-rata part of the agreed price for the deliverables provided until withdrawal from the contract.

Sample notice of withdrawal from a contract

Address: SOPHIA, jazykové služby s.r.o., Hroznová 253/28, 370 01 České Budějovice, email: a) sophia@sophia cb.cz (for translation or interpreting), b) vyuka@sophia cb.cz (for language courses)

I hereby inform you that I am withdrawing from the contract concerning the provision of the following services: ________
Contract concluded on: ________
Customer’s first name and surname: ________
Provider's address: ________
If you submit the notice of withdrawal in written form, please attach your signature: ________
Date: ________

2.  Translation services

2.1  Rights and obligations of the Provider and the Customer

2.1.1  In the purchase (translation) order, the Customer shall specify the conditions for providing the deliverables, in particular the deadline for completion and delivery of the deliverable and the subject of the deliverable, shall provide the text to be translated and lay down specific requirements concerning terminology, the graphic design and other conditions for the deliverable, inform if proofreading by a native speaker or an expert in the specific field is required and, in case of translations into Czech, if proofreading by a Czech-language expert is required. Otherwise the Provider shall proceed in accordance with the vocabulary used as a standard and the translation shall not have any special graphic design. If the source text to be processed contains specialized terminology, special corporate terminology, less-known abbreviations, etc., the Customer is obliged to submit a list of applicable terms in the source and target languages, provide supporting materials with approved terminology to the Provider or allow consultations of such terminology with a specific appointed employee of the Customer. Otherwise the Provider shall use generally acknowledged terminology for similar types of text and any later complaints concerning such terminology shall be disregarded.

2.1.2  As regards deliverables intended for presentation, printing or publication in any form, the Provider recommends linguistic proofreading by a native speaker (for translations to a foreign language) or by a Czech-language expert (for translations to Czech). The Customer is obliged to inform the Provider if the translation is intended for presentation, printing or publication in any form.

If the Provider is not expressly informed thereof, the translation shall be deemed to be intended exclusively for the Customer and not for any presentation or printing and any later complaints based on reasons relating to the purpose of use of the translation, if used for presentation or printing, shall be disregarded. Detailed information on specific requirements for the translation service ordered is available at www.sophia-cb.cz

2.1.3  If the Customer fails to take over the performed deliverable, the deliverable shall be deemed provided on the date on which the Provider allows the Customer to use the deliverable in the Provider's seat.

2.1.4  The risk of damage to the deliverable shall pass to the Customer when the Customer takes over the deliverable from the Provider and, if the Customer fails to do so in time, when the Provider allows the Customer to use the deliverable. The title to the translation shall be transferred to the Customer after the full payment of the whole price of the provided deliverable.

2.1.5  The Provider shall determine the price of the deliverable on the basis of the number of standard pages of the target text; the price shall be calculated as the product of the number of standard pages of the target text and the price for the translation of one standard page of the target text specified in the Provider's price list or agreed between the Parties, plus any cash expenses and the value added tax at the statutory rate. If the Customer enters into a contract with the Provider which also includes for example proofreading of the target text by a native speaker, the price of these deliverables shall be calculated as the product of the number of standard pages and the price for the deliverable per standard page of the target text specified in the Provider's price list or agreed between the Parties, plus any cash expenses and the value added tax at the statutory rate. For the purposes of price calculation, an unfinished standard page of the target text shall be deemed an entire standard page.

2.1.6  The Provider can agree with the Customer on a different pricing method or pricing unit than as specified in 2.1.5. If they fail to do so expressly, the price shall be determined in accordance with 2.1.5.

2.1.7  If the Provider has the source text only in printed form or in a format that does not make it possible to determine the number of standard pages of the target text before a contract is entered into, the Provider may provide the Customer a preliminary estimate of the size of the target text upon request.

2.1.8  If the Provider withdraws from the contract due to the Customer's default in honouring a monetary or non-monetary debt, the Customer shall pay the Provider the agreed price. Any amount saved by the Provider due to failure to complete the whole deliverable shall be deducted from this price.

2.1.9  The Provider undertakes to pay the Customer a contractual penalty up to the amount of the agreed price of the translation if it causes damage to the Customer due to a breach of its obligations.

Taking into account Section 2898 of the Civil Code, the Provider’s obligation to provide compensation for damage that the Provider could cause to the Customer in connection with the provision of the deliverable shall be limited. This shall not apply if the harm is done by the Provider intentionally or due to gross negligence. Compensation for loss shall not be higher than the agreed price of the translation.

2.1.10  The Customer is entitled to use the deliverable provided by the Provider or transfer it to a third party only when the price is fully paid, including the applicable value added tax and, if applicable, the transport costs and other amounts relating to the provided deliverable. The Customer undertakes to pay a contractual penalty of 30% of the price of the deliverable for any such breach of its obligations. The contractual penalty shall be payable at the Provider's request.

2.1.11  Complaints against translations

The Provider shall be liable for defects to the deliverables at the time of their delivery. The Provider shall be liable for defects to the deliverables that are subject to the quality guarantee in the scope of this guarantee.

The Provider shall not be liable for defects to the deliverables if they are only caused by breach of obligations of third parties (i.e. the Provider is not liable for defects to interpreting caused by breach of obligations, for example by the Customer’s employee).

The Provider shall not be liable for defects to the deliverables if such defects are caused by the use of things, documents, texts or deeds delivered to the Provider by the Customer for processing in case that the Provider could not identify the unsuitability of such things, documents, texts or deeds even when exercising due care or if the Provider notifies the Customer of such defects and the Customer insists on their use. The Provider shall not be liable for defects to the deliverables caused by compliance with improper instructions given by the Customer.

The Customer is obliged to inspect the deliverables or have them inspected with due care as soon as possible after their delivery and is obliged to describe and specify the individual defects and submit a written list of such defects to the Provider. The Customer is also obliged to specify the rights exercised by it against the defective deliverables (proposed complaint settlement). The complaint shall be filed with the Provider.

If the Customer is doubtful about the quality of the translation and commissions a quality assessment, proofreading or a new translation by a third party without the Provider’s knowledge and consent, the Provider shall not be obliged to pay for such work.

Complaints shall have no suspensory effect on the validity of the issued invoice containing the service subject to complaint or any other type of payment for the provided service. The Parties exclude the application of Section 2108 of the Civil Code.

2.1.12  Out-of-court resolution of consumer disputes

In case of a dispute between the Provider and the Customer - consumer, the Customer is entitled to file a proposal for out-of-court resolution to the competent body for out-of-court resolution of consumer disputes, which shall be: Czech Trade Inspection Authority, Central Inspectorate - ADR, Štěpánská 15, 120 00 Prague 2, email: adr@coi.cz, web: adr.coi.cz.

3.  Interpreting services

3.1  General provisions

3.1.1  The Provider shall perform the deliverable (interpreting, services relating to interpreting) in the agreed languages alone or through a third party (interpreter) at the time and in the scope, place and form agreed in the concluded contract.

3.1.2  The Customer is not entitled to require the interpreter to perform any other activities beyond the framework of the concluded contract (in particular a written translation, organizational and guide services, etc.). The Customer is entitled to order such services from the Provider and enter into an amendment to the contract or into a new contract with respect to such activities.

3.1.3  The Provider shall determine the price of the deliverables on the basis of the agreed hours of interpreting. If the actual number of hours of interpreting, including incomplete hours, is higher, the price shall be calculated from the actual hours of interpreting, including incomplete hours, as the product of the number of hours and the price per hour of interpreting, as stipulated in the Provider's price list or agreed between the Parties, plus any possible cash expenses and the value added tax at the statutory rate.

3.1.4  The Provider can agree a different pricing method with the Customer than the method specified in 3.1.3; if they fail to do so expressly, the price shall be determined in accordance with 3.1.3.

3.2  Rights and obligations of the Provider and the Customer

3.2.1  The Customer is obliged to confirm the interpreter's statement of interpreting services immediately after the completion of interpreting. The statement of interpreting services is used as the basis for billing the deliverables by the Provider and as confirmation that interpreting has been provided duly and promptly.

3.2.2  The outcome of the Provider's deliverable in the form of interpreting is expressed in spoken word and intended exclusively for immediate listening. Its recording shall not be permissible without the Provider's prior written consent.

3.2.3  The Customer is obliged to inform the Provider of the purpose of interpreting and, if the Customer makes a recording, also of the purpose of the recording. The Customer is obliged to provide the Provider with the recording of the interpreted session if requested by the Provider.

3.2.4  The Customer shall ensure conditions suitable for the specific type of interpreting (consecutive, simultaneous, accompanying etc.). In case of simultaneous interpreting (conference, booth), the Customer shall provide, in cooperation with the Provider, where applicable, for the necessary technical equipment and conditions: booths complying with the standard ČSN ISO 2603 730503 with top-quality ventilation and sound insulation, a direct view of the room and the speaker, a screen and audiovisual aids, and shall provide the Provider with all the written texts to be read by the speakers and interpreted under the contract.

3.2.5  The Customer is obliged to deliver to the Provider the documents for interpreting, the agenda of the event and, if applicable, other documents (minutes or presentations from previous interpreting events of a similar or equivalent nature, speeches, written contributions, reports, etc.) for the purposes of the Provider's preparation at least three working days before the interpreting starts. Detailed information on specific requirements for the interpreting service ordered is available at www.sophia-cb.cz.

3.2.6  If the Customer fails to deliver the documents for interpreting to the Provider, the Provider shall use the terminology specified by the Provider and this terminology used shall not constitute a defective deliverable. If the Customer fails to provide the Provider with the agenda for interpreting, especially if the place and method of interpreting are not arranged, the Provider shall proceed in accordance with 1.8 of the GTCs.

3.2.7  The Provider is entitled to withdraw from the contract if the Customer fails to provide cooperation under 3.2.3 to 3.2.6.

3.2.8  The Provider undertakes to pay the Customer a contractual penalty up to the amount of the agreed price of interpreting if it causes damage to the Customer due to a breach of its obligations. Taking into account Section 2898 of the Civil Code, the Provider’s obligation to provide compensation for damage that the Provider could cause to the Customer in connection with the provision of the deliverable shall be limited; this shall not apply if the harm is done by the Provider intentionally or due to gross negligence. Compensation for loss shall not be higher than the agreed price of interpreting.

3.2.9  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract more than 48 hours before the beginning of interpreting and pays the Provider a compensation fee of 10% of the agreed price, the concluded contract shall be fully terminated.

3.2.10  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract less than 48 hours and more than 24 hours before the beginning of interpreting and pays a compensation fee of 50% of the agreed price to the Provider, the concluded contract shall be fully terminated.

3.2.11  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract less than 24 hours before the beginning of interpreting and pays the Provider a compensation fee of 100% of the agreed price, the concluded contract shall be fully terminated.

3.2.12  The Provider shall not be liable for any breach of copyright by the Customer or by persons acting on behalf of or in the name of the Customer.

3.2.13  Complaints against interpreting

The Provider shall be liable for defects to the deliverables at the time of their provision.

The Provider shall be liable for defects to the deliverables if they are only caused by breach of its obligations (i.e. the Provider is not liable for defects to interpreting caused by breach of obligations of third parties, for example by the Customer’s employee).

The Provider shall not be liable for defects to the deliverables if such defects are caused by the use of things, documents, texts, deeds or instructions delivered to the Provider by the Customer in case that the Provider could not identify the unsuitability of such things, documents, texts, deeds or instructions even when exercising due care or if the Provider notifies the Customer of such defects and the Customer insists on their use.

The Customer shall exercise defects in the deliverables so that the Provider's interpreter is adequately informed by the Customer of the defects during or immediately after the provision of the deliverable. The exercise of defects in the deliverables shall be recorded by the Customer in writing in the statement of interpreting services. The Customer is obliged to specify in writing, within five (5) working days, the rights exercised by it against the defective deliverables (proposed complaint settlement). The complaint shall be filed with the Provider.

If the Customer is doubtful about the quality of interpreting and commissions a quality assessment of the interpreting by a third party without the Provider’s knowledge and consent, the Provider shall not be obliged to pay for such work.

Complaints shall have no suspensory effect on the validity of the issued invoice containing the service subject to complaint or any other type of payment for the provided service. The Parties exclude the application of Section 2108 of the Civil Code.

3.2.14  Out-of-court resolution of consumer disputes In case of dispute between the Provider and the Customer - consumer, the Customer is entitled to file a proposal for out-of-court resolution to the competent body for out-of-court resolution of consumer disputes, which shall be: Czech Trade Inspection Authority, Central Inspectorate - ADR, Štěpánská 15, 120 00 Prague 2, email: adr@coi.cz, web: adr.coi.cz.

3.3  Working day, transport, accommodation and food for the Provider's interpreter

3.3.1  A working day for the Provider's interpreter shall refer to eight hours, including breaks and interruptions. The Customer shall provide a break or interruption of interpreting after no more than four hours of continuous interpretation by the interpreter. The Customer and the Provider can agree in advance on work of a smaller or larger scale.

3.3.2  The Customer shall arrange transport for the Provider's interpreter at its expense. If the Customer does not arrange transport for the Provider's interpreter, it shall inform the Provider thereof. The Provider is entitled to charge the Customer for any costs relating to the transport of the Provider's interpreter in accordance with the Provider's price list.

3.3.3  The Provider is entitled to charge the Customer for any time that the Provider's interpreter spends travelling or time missed because of interpreting, using a rate lower than or equal to the hourly rate of the deliverable.

3.3.4  Accommodation for the Provider's interpreter shall be provided by the Customer in a single room with accessories, at the Customer's expense. If, for objective reasons, such accommodation cannot be arranged, the Customer shall inform the Provider sufficiently in advance and both Parties shall arrange alternative accommodation. If the Customer does not arrange accommodation for the Provider's interpreter, it shall inform the Provider accordingly. The Provider is entitled to charge the Customer for any costs relating to the accommodation of the Provider's interpreter.

3.3.5  Food for the Provider's interpreter shall be arranged by the Customer.

3.3.6  If the Customer fails to provide cooperation under 3.3.2, 3.3.4. a 3.3.5 and the Provider makes adequate arrangements at its own expense, the Customer undertakes to pay these costs in full, at least in an amount calculated under Section 156 et seq. of Act No. 262/2006 Coll., Labour Code, as amended.

4.  Language and training courses

4.1  General provisions

4.1.1  The Provider shall provide the deliverable (language and/or training course for the public, for business people, for legal persons or self-governing territorial units, for legal persons and individuals with competencies in public administration, or for individuals), training in the agreed language, alone or through a third party (tutor), at the time and in the scope, place and form agreed in the contract.

4.1.2  The Provider shall provide the service in the Provider's seat or in a place suitable for training, agreed between the Provider and the Customer.

4.1.3  The Provider shall determine the price of the deliverable on the basis of the price of the language course or its part, or the number of agreed hours of training if the price is calculated as the product of the number of hours of training and the price per hour of training. The value added tax at the statutory rate shall be added to this amount.

4.1.4  The Provider can agree a different pricing method with the Customer than the method specified in 4.1.3; if they fail to do so expressly, the price shall be determined in accordance with 4.1.3.

4.1.5  The Customer is not entitled to require the Provider's third person (tutor) to perform any other activities beyond the framework of the arranged deliverables (e.g. a written translation, interpreting, organizational and guide services etc.). The Customer is entitled to require these other activities from the Provider. The Provider shall provide such other activities on the basis of a separately concluded contract.

4.2  Public, corporate and individual courses

4.2.1  The Provider shall provide three basic types of language and/or training courses: for the public (public courses), for business people, legal persons, self-governing territorial units, legal persons and individuals with competencies in public administration and public authorities (corporate courses) and for individuals (individual courses).

These courses can be “open” or “closed”. A closed course shall refer to a closed group of customers that comes together intentionally to visit a public, corporate or individual course. Other courses are open to any persons interested in attending the course. Public, corporate and individual courses can usually be attended by a group of no more than 8 persons (group course) or by an individual (individual course).

4.2.2  The scope of public courses shall include language training in courses for the public organized by the Provider for a specific period, which usually constitutes a school year of two semesters, in the form of a public undertaking. The contract shall be concluded on the basis of the "Binding Application for a Public Language Course." A public course usually provides group training and is mostly intended for private persons.

4.2.3  The scope of corporate courses shall include language training at the time and in the scope and form arranged in the contract entered into between the Customer and the Provider on the basis of a proposal, usually made by the Customer. The contract shall be entered into on the basis of the Provider’s acceptance of the offer. A corporate course is usually group training intended for the employees and collaborators of legal persons, business people, self-governing territorial units, legal persons and individuals with competencies in public administration or public authorities and all these entities are usually the customers ordering the respective language course.

4.2.4  The scope of individual courses shall include language training at the time and in the scope and form arranged in the contract entered into between the Customer and the Provider on the basis of a proposal, usually made by the Customer. The contract shall be entered into on the basis of the Provider’s acceptance of the offer.

An individual course is intended for individuals (private persons, employees and other collaborators of legal persons, business people, self-governing territorial units, legal persons and individuals with competencies in public administration or public authorities, etc.).

4.3  Public courses in the form of group or individual courses

4.3.1  The price of a public course shall be determined on the basis of the price list for public courses for the specific period of time, usually one school year.

4.3.2  The Provider shall establish the methodology and training plans.

4.3.3  The Customer enters into a contract with the Provider on the basis of the "Binding Application for a Public Language Course." When the contract is concluded, the Provider shall send the Customer a billing statement - an invoice or a postal money order for the payment of the course price or, in case of cash payment, the Provider shall submit to the Customer a cash receipt for the price. The Customer is entitled to consume the deliverable only when the price has been paid. If the Customer is in default in paying the price, the Provider is entitled to withdraw from the contract.

4.3.4  The Provider is entitled to cancel the concluded contract with the Customer and, in that case, shall pay the Customer a compensation fee equal to the paid price of the deliverable, unless the Customer enters into an amendment to the contract with the Provider that would change the subject of the deliverable, i.e. the Provider undertakes to provide a different language course to the Customer.

4.3.5  The Provider shall usually open the course if the minimum number of 4 persons (Customers) are signed in. If fewer persons sign in for the course, the Provider is entitled to cancel the concluded contract with the Customer and, in that case, shall pay the Customer a compensation fee equal to the paid price of the deliverable, unless the Customer enters into an amendment to the contract with the Provider that changes the price of the deliverable or the duration of the course.

4.3.6  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract more than 15 days before the beginning of provision of the deliverable and pays a compensation fee of 0% of the agreed price to the Provider, the concluded contract shall be fully terminated.

4.3.7  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract less than 15 days and more than 24 hours before the beginning of provision of the deliverable and pays a compensation fee of 20% of the agreed price to the Provider, the concluded contract shall be fully terminated.

4.3.8  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract less than 24 hours before the beginning of provision of the deliverable and pays a compensation fee of 100% of the agreed price to the Provider, the concluded contract shall be fully terminated.

4.3.9  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract in the course of provision of the deliverable and pays the Provider a fee for the services provided plus a compensation fee of 100 % of the agreed price for the deliverable not yet provided, the concluded contract shall be fully terminated.

4.3.10  In case of any cancellation of the contract by the Customer, the Provider shall have, in addition to the right to a compensation fee, also the right to a fee associated with the conclusion and termination of the contract amounting to CZK 250, including the value added tax at the statutory rate.

4.3.11  The Customer (consumer) may transfer the consumption of the language course not yet attended to another person, subject to the Provider's consent. In that case the Provider is not obliged to pay a compensation fee or a fee associated with the conclusion and cancellation of the contract to the Customer. This provision shall only apply to deliverables in the form of language courses, not teaching aids (e.g. textbooks).

4.3.12  All lessons that have been paid, but not attended, shall be forfeited twelve months after the expiry of the last attended lesson, unless the Customer enters into a special written agreement with the Provider.

4.4  Corporate courses in the form of group or individual courses

4.4.1  The Provider shall provide the deliverable concerned in accordance with the conditions agreed between the Parties in the contract.

4.4.2  The Provider shall provide the deliverables in accordance with the methodology and training plans agreed with the Customer in the contract.

4.4.3  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract more than 15 days before the beginning of provision of the deliverable and pays the Provider a compensation fee of 0 % of the agreed price, the concluded contract shall be fully terminated.

4.4.4  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract less than 15 days and more than 24 hours before the beginning of provision of the deliverable and pays the Provider a compensation fee of 20 % of the agreed price, the concluded contract shall be fully terminated.

4.4.5  The Customer is entitled to cancel the contract. If the Customer cancels the concluded contract less than 24 hours before the beginning of provision of the deliverable (“late cancellation”) and pays the Provider a compensation fee of 100% of the agreed price, the concluded contract shall be fully terminated.

4.4.6  In case of any cancellation of the contract by the Customer, the Provider shall have, in addition to the right to a compensation fee, also the right to a fee associated with the conclusion and termination of the contract amounting to CZK 250, including the value added tax at the statutory rate.

4.4.7  The Customer is entitled to cancel their participation in a single lesson. If the Customer cancels their participation in a single training lesson less than 24 hours before its beginning, it shall pay the Provider a compensation fee equal to 100% of the price of this single lesson.

4.4.8  An email notice of cancellation of the training by the Customer shall be considered delivered at the time it is received by the Provider’s server (see the entry in the Provider’s server log). The Customer’s notice of cancellation of the lesson by phone or SMS shall be considered delivered at the time the call is answered or the SMS received by the Provider’s landline or the mobile phone of the Provider’s employee (see the entry in the phone exchange or the mobile phone); this shall apply to the phone numbers indicated in the contract between the Parties.

4.4.9  All lessons that have been paid, but not attended, shall be forfeited twelve months after the expiry of the last attended lesson in the language course, unless the Customer enters into a special written agreement with the Provider.

4.5  Rights and obligations of the Provider and the Customer

4.5.1  The outcome of the Provider's activities is expressed in spoken word and/or in texts in the form of teaching materials and is intended exclusively for immediate use during the course. Recording of the course in any form shall not be permissible without the Provider's prior written consent. The Provider is entitled not to commence the deliverable (language course) if the required number of customers (students) in the language course is not achieved. In that case the Provider shall offer a similar deliverable to the Customer or pay the Customer a compensation fee of 100% of the price paid by the Customer. The Provider shall inform the Customer of the required number of customers (students) in the language course in advance.

4.5.2  The Provider reserves the right to change the tutor of the specific course one-sidedly.

4.5.3  The Customer or the persons attending the courses at the Customer's account are obliged to meet the house rules and to enter, exit and move within the Provider's seat (building) using a chip card issued by the Provider against a returnable security, and comply with the key rules. If the Provider provides the deliverables in its seat, the Customer is obliged to ensure compliance with the obligations above by persons attending the course at the Customer’s account (i.e. in particular the Customer’s employees). The Customer or the persons mentioned above shall not in particular interfere with heating and air-conditioning units in the Provider’s seat; the Customer is obliged to ensure compliance with these obligations by persons attending the course at the Customer’s account. If the Customer breaches the obligations specified above, the Provider is entitled to withdraw from the contract.

4.5.4  If the Customer or persons attending the course at the Customer’s account behave in a way that jeopardizes the property or health of other customers (students of the language course) or tutors or the Provider’s employees or materially interferes with the progress of the deliverable or if they behave abusively or highly impolitely, the Provider is entitled to withdraw from the contract concluded with that Customer and the Customer is obliged to compensate the loss incurred by the persons affected.

4.5.5  The Parties agree that the Customer is entitled to enter the Provider's seat only subject to presentation of the chip card issued to the Customer. If the Customer fails to return the chip card to the Provider, the Customer shall pay the Provider a contractual penalty of CZK 100. The contractual penalty shall be payable at the Provider's request. The contractual penalty provision shall be without prejudice to the Customer's obligation to pay the Provider the damage in full, if applicable.

4.5.6  The price of the deliverables shall not include the costs of purchase of textbooks and other teaching materials, unless expressly agreed otherwise.

4.5.7  The Provider is entitled to participate or authorize a third person to participate in the deliverable (training, course) for the purposes of quality inspection and evaluation of the provided deliverable (teaching observation).

4.5.8  If the participant of the language course is a minor, the minor’s statutory guardians shall note that the Provider is neither a school nor an educational establishment within the meaning of Act No. 561/2004 Coll., Education Act, as amended, and the Provider shall therefore not be liable for ensuring supervision of children and minor students at school or in a school establishment and for any damage caused by minors to third parties or to themselves or caused to minors during the language course (i.e. not due to breach of the Provider’s obligations) or while they stay in the respective premises (of the Provider or a third party) in connection with the language course. In this respect, the statutory guardians are obliged to arrange casualty insurance for the minor and minor’s liability insurance.

4.5.9  The Customer agrees that the Provider shall take, in the course of training, occasional photographs or videos and may use them for the presentation of the Provider and its services, publish them on the Provider’s websites and social networks.

4.5.10  The Provider shall be responsible for defects to the deliverables at the time of their provision. The Customer is obliged to describe and specify individual defects specifically and unambiguously and deliver a written description of the defects to the Provider at the address vyuka@sophia-cb.cz or to the Provider’s seat at the address Hroznová 28, 370 01 České Budějovice, no later than within 5 working days of the date on which the Customer learns about the facts that give rise to its complaint. The Customer is also obliged to specify the rights exercised by it against the defective deliverables (proposed complaint settlement).

4.5.11  Out-of-court resolution of consumer disputes. In case of dispute between the Provider and the Customer - consumer, the Customer is entitled to file a proposal for out-of-court resolution to the competent body for out-of-court resolution of consumer disputes, which shall be: Czech Trade Inspection Authority, Central Inspectorate - ADR, Štěpánská 15, 120 00 Prague 2, email: adr@coi.cz, web: adr.coi.cz.

5.  Price and payment conditions

5.1  Unless agreed otherwise, the price of the deliverable shall be calculated as the product of the price specified in the price list, applicable for the specific period of time, and the quantity of the provided deliverable, plus the value added tax at the statutory rate. The Provider shall specify the price or cash expenses, if applicable, excluding the value added tax, the value added tax rate (as a percentage), the amount of the value added tax and the total price.

5.2  Unless agreed otherwise and unless other provisions of these GTCs specify otherwise, the price shall be paid within 14 days of acceptance of the deliverable or, if applicable, within 14 days of compliance with the condition specified in 1.8. The price shall be paid by crediting the amount to the Provider's account or its payment in cash to the hands of the Provider.

5.3  A one-sided set-off against the price, performed by the Customer on the basis of any receivables from the Provider, shall be excluded without the Provider's express prior written consent. The possibility of deferring the Customer’s obligation shall be excluded in accordance with Section 2108 of the Civil Code.

5.4  The Provider is entitled to require the Customer to pay an advance on the price/security. If the Customer fails to pay the required advance/security, the Provider is entitled not to enter into the contract or to withdraw from the concluded contract.

5.5  If the Customer breaches its obligation to pay the price to the Provider duly and in time, the Customer undertakes to pay the Provider a contractual penalty of 0.08% of the due amount for each day in default. The contractual penalty shall be payable at the Provider's written request. The contractual penalty provision shall be without prejudice to the Customer's obligation to pay the Provider the damage in full, if applicable.

5.6  The Customer undertakes not to order a service, an assignment from the Provider if, on the date of the order, it lacks the money to pay the price, or there is the threat of the lack of money; the Customer also undertakes not to accept the deliverable if it does not have the money to pay the price, or there is the threat of the lack of money, on the day of acceptance.

6.  Rights and obligations

6.1  The Provider is entitled to use all information, documents, texts provided by the Customer in connection with the deliverables exclusively for the performance of its obligations arising from the concluded contract and is entitled to provide them only to persons who will provide the deliverables to the Customer on the Provider's behalf. The Provider is entitled to perform, provide the deliverables via a third person.

6.2  The Provider is entitled to withdraw from the contract(s) entered into with the Customer if the Customer is in default in honouring its monetary and non-monetary debts to the Provider, is bankrupt, its assets are subject to execution or court decision, has not paid all its liabilities to the tax authority or has not paid other fees, payments or contributions payable to the state.

6.3  The Customer undertakes not to communicate information on contractual, legal and business arrangements with the Provider to third parties. The Parties consider this information confidential.

6.4  During the term of the contractual arrangement with the Provider and for one year after the end of each individual contractual arrangement between the Provider and the Customer, the Customer undertakes not to enter into contracts, without the Provider's prior written consent, with persons, the Provider's employees, translators, interpreters and tutors and the Provider's former employees, translators, interpreters and tutors who participated in the fulfilment of the Provider's obligations arising from the contracts entered into with the Customer, i.e. undertakes not to enter into any contractual arrangement on the basis of which the specified persons would perform deliverables for the Customer that are or were the subject of the Provider's obligation on the basis of the contracts entered into with the Customer or contributed to such activities or deliverables if the Customer is directly contacted by such persons.

6.5  If the Customer breaches the obligation stipulated in 6.4, the Customer undertakes to pay the Provider a contractual penalty of CZK 50,000 per breach. The contractual penalty shall be payable at the Provider's request. The contractual penalty provision shall be without prejudice to the Customer's obligation to fully compensate any damage incurred by the Provider due to the breach of the Customer's obligation under 6.4.

6.6  In accordance with Act No. 101/2000 Coll., on personal data protection, as amended, the Customer is obliged to use the deliverables only for the purposes specified in the contract and is not entitled to use them for any other purpose, misappropriate them or provide them to a third party. If the Customer wishes to do that, it is obliged to inform the Provider thereof and this arrangement shall be made as part of the deliverables under the contract.

6.7  The Customer is entitled to require a free, non-binding price offer for the specified deliverables from the Provider as requested by the Customer.

6.8  The Provider may provide a discount in case of large-scale deliverables.

7.  Final provisions

7.1  The Customer may only assign its receivables arising from the contractual relationship with the Provider subject to the Provider’s consent.

7.2  Mutual relationships shall be governed by the laws of the Czech Republic, especially by Act No. 89/2012 Coll., Civil Code.

7.3  The Parties agree on the jurisdiction of courts of the Czech Republic for all disputes arising from the legal relationship between the Customer and the Provider, namely the local jurisdiction of the District Court for Prague 1, if jurisdiction of the district court is established for dispute resolution, or the Municipal Court in Prague, if jurisdiction of the regional court is established for dispute resolution.

7.4  The Customer is obliged to make only true and full representations and if it makes any representation as part of its dealings with the Provider, it shall be true and full.

8.  Glossary

8.1  Provider: SOPHIA, jazykové služby s.r.o., Hroznová 28, České Budějovice, Reg. No. 26025876, VAT No. CZ26025876, a company incorporated in the Commercial Register kept by the Regional Court in České Budějovice, Part C, File 9858.

8.2  GTCs: General Terms and Conditions.

8.3  Purchase order: a document, an act consisting of an expression of will or expressing the will of a person (Customer) to obtain a deliverable, the right to a service or goods, the will to enter into a contract..

8.4  Customer: a person with the will to obtain a deliverable, the right to a service or goods, and taking actions to that end, entering into a contract.

8.5  Assignment: translating, translation (translation of text, proofreading of text by a specialist or native speaker, related services, interpreting, language training; interpreting, services relating to interpreting; language and/or training courses for the public).

8.6  Deliverable:an assignment, a service provided to the Customer by the Provider within the framework of the Provider’s business, activities.

8.7  Binding Application for a Public Language Course: a written statement of the will to participate in the educational process - language training, course - and to accept the deliverable, enter into a contract. The form whose completion and signing constitutes an arrangement of conditions of the deliverable between the Parties.

8.8  Source text: the text to be translated.

8.9  Target text: the outcome of the translation process in the target language (i.e. the language into which the source text is translated).

8.10  Standard page: 1,800 characters (including blank spaces) of the target text in accordance with Order of the Czech Ministry of Justice No. 432/2002 Coll. on experts and interpreters, as amended.

8.11  Course price: an amount of money required by the Provider for the right to participate in the educational process - language or other specialized training, payment for this deliverable.

8.12  Translator: a person who translates texts from one language into another (in written form).

8.13  Interpreter: a person who translates texts from one language into another (in oral form). Two basic types of interpreting are recognized: consecutive and simultaneous.

8.14  Lecturer: a specialist, speaker, teacher, educator. The language lecturer is a fundamental factor of the educational process – language or other training.

8.15  Consumer: anyone who enters into a contract or deals with a business person beyond the framework of their business or independent performance of their occupation.

9.  Contents

1.  Opening provisions

2.  Translation services

3.  Interpreting services

4.  Language and training courses

5.  Price and payment conditions

6.  Rights and obligations

7.  Final provisions

8.  Glossary

9.  Contents