Market Lingua s.r.o.
Cooperation agreement
pursuant to Section 273/1 Act No. 513/1991 Coll.
Article I. Definition of terms
1.1. Customer: Any individual, translation agency, company or any other entity that uses the Contractor’s services.
1.2. Contractor: MARKET LINGUA s.r.o. with all its parents, subsidiaries, affiliates, officers and employees.
1.3. Supplier: Any individual, translation agency, company or any other entity that renders services to the Contractor in conformity with the Purchase Order requirements specified by the Customer.
1.4. Purchase Order: A request for services sent by the Customer to the Contractor and mutually confirmed by the Customer and the Contractor.
1.5. Contracting Parties hereto are the Customer and the Contractor.
Article II. Subject matter
2.1. The subject matter of the Agreement is the provision of translation, interpretation, localization and related services by the Contractor to the Customer in accordance with the Purchase Order requirements confirmed by the Customer.
Article III. Order acceptance
3.1. The contract between the Customer and the Contractor is established on the basis of a written Purchase Order sent by the Customer to the Contractor and confirmed by the Contractor to the Customer by any means of electronic communication.
3.2. All relevant documentation, pictures, designs, outlines, scripts, animation, code, instructions and other proprietary and confidential information supplied by or exchanged between the Customer and the Contractor in any form by any means of electronic communication shall constitute the technical specifications of the Purchase Order (hereinafter referred to as Order).
3.3. If the Contractor confirms the Order received from the Customer, by any means of electronic communication, the specifications stipulated in the Order shall be deemed mutually approved by the Contracting Parties and valid for the contractual relationship between the Contracting Parties to exist.
3.4. A contract between the Customer and the Contractor may also be formed if the Customer accepts a counteroffer from the Contractor to modify the conditions of the Order. In this case, the contractual relationship is governed by the latest agreed conditions.
3.5. The agreed conditions of the contractual relationship may be amended or canceled only on the basis of an express agreement made and accepted by the Contracting Parties in writing by any means of electronic communication.
3.6. By placing and confirming the Order to the Contractor, the Customer undertakes to accept the fully completed Order upon its delivery from the Contractor and to pay the Contractor in adherence with the provisions hereof.
3.7. The Contractor undertakes to perform the mutually confirmed Order according to its specifications, by the agreed deadline and to deliver it in the agreed manner.
Article IV. Order performance
Purpose
4.1. The Customer is obligated to inform the Contractor of the purpose for which the outcome of the Order is to be used, e.g. internal document, business proposal, mass distribution, advertisement, etc. If the Contractor is not informed of the purpose of the Order, any subsequent complaints based on grounds arising therefrom will not be accepted. The translation text intended for press (publication) requires a pre-print revision as well as proofreading of the final comprehensive design (comp) being sent for printing.
4.2. Orders of interpreting services shall describe the event and state the specific requirements of the Order, such as the source and target languages, purpose, setting, location, transportation, accommodation, attire, equipment, terminology, materials and other relevant information necessary for a proper fulfillment of the Order by the Contractor.
Terminology
4.3. If the source text of translation or the subject of interpretation encompasses technical or special terms, lingo and abbreviations, the Customer shall provide the Contractor with a list of pertinent terminology, support materials or with a contact on a competent person for clarifying technical terminology. If the Customer fails to do so, any subsequent complaints regarding such terminology from the Customer to the Contractor shall not be valid.
Delivery period
4.4. The Customer undertakes to confirm to the Contractor by any means of electronic communication the receipt of the Order or to send a relevant notice to the Contractor if the Order was not delivered by the Contractor by the specified deadline.
4.5. If the Contractor delivered the Order to the Customer in the manner and by the deadline specified in the Order, but did not receive from the Customer a confirmation of the delivery of the Order within 24 hours from the delivery deadline of the Order, the Order shall be deemed to be received by the Customer properly and on time.
4.6. If during the performance of the Order, the Contractor realizes that the completion of the Order will take longer than it was expected, the Contractor shall immediately inform the Customer of this fact.
4.7. The Contractor is to be held liable up to the total amount of the Order for whatever penalties, late charges or discounts that the Customer may have to sustain due to the Contractor’s delay to deliver the mutually confirmed Order by the specified deadline.
Cancelation
4.8. The Customer may cancel the Order by sending a written notice by any means of electronic communication to the Contractor. In this case, the Customer shall pay to the Contractor compensation in the amount equivalent to the extent of the Order performed by the Contractor until the moment of receiving the notice of cancelation of the Order from the Customer.
4.9. If the Contractor realizes that the Order cannot be completed in adherence with the Order specifications, the Contractor has to inform the Customer immediately in order to find a suitable solution.
Reclamation
4.10. The Order delivered by the Contractor may not be accepted by the Customer if it was performed with inappropriate quality or did not meet the provided Order specifications.
4.11. All complaints must be made in writing by any means of electronic communication. The complaint shall identify and describe its underlying issues in as much detail as possible.
4.12. If the Contractor acknowledges that the Customer’s complaint is justified, the Contractor shall review and revise the Order at its own expense.
4.13. In the event a dispute arises between the Contracting Parties, the Contracting Parties undertake to settle such a dispute out of the court of law by way of an expert opinion procured from an independent arbitrator selected from the list of sworn translators kept by the court of jurisdiction subject to prior approval by the Contracting Parties.
4.14. The amount of the discount to be applied is contingent on the outcome of the expert opinion.
4.15. Both the Customer and the Contractor are obligated to pay equal amounts as an advance for the procurement of the expert opinion. The final settlement will be made subsequently in accordance with the outcome of the expert opinion.
4.16. The Contractor is liable for any possible damage caused by the errors in the completed Order up to the total amount of the Order.
Notice period
4.17. Any claims concerning defects found in the delivered Order shall be made without undue delay after the delivery of the Order.
Article V. Terms of payment
Order total
5.1. The calculation of the total amount of the Order is calculated by multiplying the effective number of units by the Contractor’s effective rate based on the Contractor’s price-list of services.
5.2. The total amount of the Order is stated without the VAT tax. The VAT tax is applied to the Gross Total of the Contractor’s invoice.
5.3. The units of the Order could be stated in words, norm pages, hours, days or other units based on the specifications of the Order.
5.4. If the source files of the Order are editable and are translated by using Computer Assisted Translation (CAT) tools, the Order’s total amount is calculated by multiplying the effective number of words in the source files times the Contractor’s rate per word.
5.5. If the source files of the Order are not editable or are not translated by using CAT tools, the Order’s total amount is calculated by multiplying the effective number of words or norm pages in the target files times the Contractor’s rate per unit.
5.6. The effective number of words in editable source files translated by using CAT tools is calculated on the basis of the performed analysis of the files by dividing the estimated total amount of the Order by the Contractor’s rate per word.
5.7. The effective number of words in uneditable source files or files which are not translated by using CAT tools is equal to the total number of words in the translated target files or to the total number of norm pages calculated by dividing all symbols with spaces by 1800 or by dividing all words by 250.
Payment
5.8. The Contractor is obligated either upon completion of the Order or at the end of every calendar month to provide the Customer with an invoice for the services the Contractor rendered to the Customer. The payment of the invoice is due by the date settled with the Customer, which is usually within 20 days from the date of delivery of the invoice to the Customer. The Customer’s right to obtain the original, signed paper counterpart of the invoice from the Contractor is preserved.
5.9. The Customer undertakes to pay all transfer costs and bank fees associated with the payment of the Contractor’s invoice to the Contractor to the extent required by the financial institution clearing the Customer’s payment.
Article VI. Copyrights and Non-disclosure
Copyrights
6.1. Neither the Contractor nor the Supplier is liable for any possible infringement of copyright laws arising from the performance of the Order.
Non-disclosure. Definition
6.2. As used herein, the term "Confidential Information" shall mean any non-public information that the Customer designates as being confidential to the Contractor or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Contractor. "Confidential Information" shall include, without limitation:
All information that has been supplied in any form (whether in oral, graphic, written, electronic, machine-readable or hard copy) by the Customer to Contractor, which are identified at time of disclosure as being confidential or other similar term including, without limitation, documents for translation, glossaries, translation memories, patents, trade secret and proprietary information, techniques, drawings, know-how, processes, equipment, software, specifications and engineering information, financial information, and all such other information that may be revealed to the Contractor by the Customer.
Information Excluded
6.3. The following information shall not be subject to the obligations under this clause: (i) information known to the Contractor prior to its receipt from Customer and can be shown to be in its possession at the time of disclosure; (ii) information that is publicly available at the moment of receiving the Order by the Contractor; (iii) information lawfully received by the Contractor from a third party not under a similar nondisclosure obligation to the Customer; or (iv) information that is independently developed by the Contractor.
Nondisclosure Obligations
6.4. The Contractor shall use the Confidential Information only in connection with its business relationship with the Customer and shall make no other use of the Confidential Information whatsoever. The Contractor will use the same degree of care with respect to nondisclosure of the Customer's Confidential Information as the Contractor uses to protect its own Confidential Information, but in no event less than a reasonable degree of care. Without limiting the foregoing, the Contractor agrees that it will keep secret and protect the confidentiality of any Confidential Information at all times and as herein provided, by (i) not disclosing any Confidential Information, or the fact that it has been obtained, to any third party without the prior written consent of the Customer; and (ii) not disclosing any Confidential Information to any employees who do not have a need to know such Confidential Information; and (iii) ensuring that all such employees who do have a need to know the Confidential Information have been informed of their confidentiality obligations regarding the Confidential Information and have agreed to be bound by them. The Contractor shall notify the Customer immediately if it has a reason to believe that any Confidential Information has been used or disclosed in violation of provisions stated herein.
Return of Materials
6.5. Upon the Customer's written request or upon termination of this Agreement, the Contractor agrees to promptly return to the Customer any materials or documents, whether or not furnished by the Customer, containing Confidential Information together with all copies thereof made by the Contractor, or to destroy such items, if required by the Customer.
Termination
6.6. The obligations hereto relating to confidentiality and use of information and ideas shall survive the termination of this Agreement for a period of one (1) year.
Article VII. Validity
7.1. This Agreement shall be valid for one calendar year from the date of signing of this Agreement stated herein below.
7.2. This Agreement shall be renewed automatically for another period of one year, unless the Contracting Parties provide in writing otherwise or entirely terminate this Agreement.
Article VIII. Force majeure, termination and non-competition
8.1. The Contractor is not liable to the Customer for any damage caused by the Contractor’s non-performance of this Agreement due to unforeseeable and unavoidable events the occurrence of which the Contractor could not have prevented.
8.2. The Contracting Party decided to withdraw from this Agreement is required to inform the other Contracting Party of this fact in writing by any means of electronic communication.
8.3. The Contractor shall maintain professional ethics and refrain from creating a conflict of interest in cooperation with the Customer.
Article IX. Processing of personal data
9.1. The Customer acknowledges that by signing of this Agreement the Customer authorizes the Contractor to process the Customer’s personal data necessary for the performance of the Agreement or for placement and processing of orders. The basis for this authorization is the provision of Article 6 (1) (b) of Regulation (EU) 2016/679 of the European Parliament and of the Council and of Act No. 18/2018 on the protection of personal data.
9.2. Pursuant to this Regulation and the law, the Contractor has taken appropriate technical and organizational measures to ensure the protection of personal data and the rights of the Customer. At the request of the Customer, the Contractor shall provide the Customer with detailed information on the processing of the Customer's personal data.
Article X. Final provisions
10.1. The Contracting Parties hereby agree to use means of electronic communication for placing, confirming and delivering of the Orders, as well as for providing invoices, reports, claims, notices, statements, requests, notifications and any other pertinent information.
10.2. Issues which are not regulated by this Agreement shall be governed by applicable legislation of the Czech Republic in effect.
10.3. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, then such a provision shall be construed as nearly as possible to reflect the intentions of the Contracting Parties, with the other provisions remaining in full force and effect.
10.4. The failure of MARKET LINGUA s.r.o. to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right or provision unless acknowledged and agreed to by MARKET LINGUA s.r.o. in writing.
10.5. The English version of this Agreement supersedes all other language versions.
