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RULES OF COOPERATION

Terms and Conditions regarding Services
Parties Providing and Provided with the Services
§1

1. These Terms and Conditions specify the terms and conditions of cooperation between Omero Sp. z o.o., hereinafter referred to as the Agency, and the legal entities or physical persons, hereinafter referred to as the Client, in the scope of services provided by the Agency for the Client.


Scope of Provided Services
§2

1. The subject matter of the services provided by the Agency includes general translation, certified translation, simultaneous, consecutive and certified interpreting, conference services, or any and all supporting services such as graphic processing of texts, editing texts, text correction, text preparation for publication, text updates, elaboration of terminology, provision of interpreting equipment, and language consultations.
2. The scope of the services ordered from the Agency and the terms and conditions of their provision are specified in detail in an Order placed by the Client with the Agency.

Order Placement Procedure
§3


1. Prior to placing an Order, the Parties agree upon the scope, price, manner of providing the service being the subject matter of the Order, and any and all information necessary to duly provide the service.
2. The service is provided by the Agency pursuant to the Order for a given service received from the Client.
3. The Client accepts the Order through:
3.1. submitting a signed and stamped Order form to the Agency by fax, by e-mail (scan) or in person to the registered office of the Agency,
3.2. sending the Agency the confirmation being the statement of accepting the Order by e-mail.
4. In order to satisfy the conditions of service provision, the Client shall submit the placed Order by 2:00 p.m. on the day of agreeing to the terms and conditions of service provision. In the event of delay in submitting the Order, the Agency shall be entitled to set new terms and conditions of service provision and notify the Client thereof.
5. Each time the Client receives confirmation of accepting an Order for fulfilment by the Agency, it shall be equal to starting the fulfilment of a given Order by the Agency.


Terms and Conditions of Service Provision
§4

1. The Client undertakes to collect the completed Order and to pay the Agency the remuneration within the agreed time limits.
2. The receipt of the fulfilled Order by the Client is confirmed by:
2.1. in the case of translation services:
2.1.1. the signing – by the Client – of any document confirming the completion of the service (e.g. an invoice, receipt, confirmation of collection on the Order form, etc.),
2.1.2. a document confirming that the translation has been sent by post or courier to the address specified by the Client,
2.1.3. the confirmation that an e-mail including its attachments has been sent to the Client or the e-mail address specified thereby;
2.1.4. the confirmation that the translation has been faxed to the fax number specified by the Client.
2.2. in the case of interpreting services:
2.2.1. the signing – by the Client – of any document confirming the completion of the service (e.g. an invoice, receipt, confirmation of collection on the Order form, etc.),
2.2.2. the signing of the Interpreter’s Work Record by the Client or a person indicated thereby.
3. The payment for the provided service is made on the basis of an invoice or receipt issued by the Agency.
4. The Client shall accept the performed subject matter of the Order within 10 days of its delivery by the Agency. The Client shall have the right to make any reservations within 10 days of receiving the subject matter of the Order and if the Client does not do so, it shall mean the acceptance of the subject matter of the Order. If the Client makes any reservations as to the delivered subject matter of the Order, the Agency shall correct the subject matter of the Order in accordance with the Client’s recommendations.


Deadline for Service Provision
§5

1. The deadline for service provision shall be the date specified in the Order and confirmed by the Agency.


Withdrawal, Exclusivity, Liability
§6

1. The Client shall be entitled to withdraw from the Order fulfilment upon paying the Agency a compensation fee in the following amounts:
1.1. If the Order included translation or another supporting service offered by the Agency, excluding the interpreting services:
1.1.1. the remuneration for the actual completed work and the reimbursement of other costs incurred by the Agency in connection with the preparation to provide the agreed services, yet not less than 20% of the order value,
1.1.2. 100% of the Order value in the case of cancelling the translation service or additional service provided in the express rate, or after the lapse of 50% of the time limit for the Order fulfilment.
1.2. If the Order included interpreting services:
1.2.1. 10% of the Order value if the Order is cancelled 3 days before the commencement date of the provision of interpreting services,
1.2.2. 50% of the Order value if the Order is cancelled 2 days before the commencement date of the provision of interpreting services,
1.2.3. 100% of the Order value if the Order is cancelled 1 day before or on the commencement date of the provision of interpreting services.
2. The Client undertakes to make any decision concerning the fulfilled Order only by means of direct contact with the Agency. The Client shall not make any arrangements concerning the Order directly with third parties, in particular with the translator, the subcontractors of the Agency, etc.
3. If the Client violates the prohibition specified in § 6 (2), the Client shall pay the Agency a stipulated penalty in the amount of 50% of the remuneration agreed upon for the fulfilment of a given Order.

Performance, Non-Performance or Improper Performance of the Service
§7

1. The service being the subject matter of the Order shall be considered as duly performed if:
1.1. it has been completed at the relevant professional level,
1.2. it has been delivered or has been ready to deliver on the agreed date.
2. The service being the subject matter of the Order shall not be considered as duly completed if:
2.1. it has not been completed at the relevant professional level,
2.1. it has not been delivered or has not been ready to deliver on the agreed date.
3. If the Client demonstrates that the fulfilment of the Order is subject to any of the defects listed in point 2 above, the Agency shall immediately remove them within the time limit agreed with the Client.
4. If the defects specified in point 2.1 cannot be removed, the Client shall be entitled to claim a stipulated penalty in the amount of 25% of the net remuneration agreed upon for the fulfilment of a given Order, and if the defects are of significant nature, which is confirmed by means of the complaint procedure carried out pursuant to § 8 of the Terms and Conditions, the Client shall be entitled to claim a stipulated penalty in the amount of 50% of the net remuneration agreed upon for the fulfilment of a given Order.
5. If the Agency does not meet the deadline for the performance of the subject matter of the Order, the Agency shall reduce the amount of the net remuneration for the performance of the subject matter of the Order by 5% for each day of delay in delivering the subject matter of the Order, yet not more than a total of 30% of the value of the net remuneration agreed upon for the fulfilment of a given Order. In the event of delay in delivering the subject matter of the Order exceeding 10 days, the Client shall be entitled to withdraw from the agreement without paying the Agency any remuneration.
6. The Agency shall be liable for the damage arising from the improper performance of the Order up to the amount of the Order value without the VAT. If the damage caused by the failure to perform or improper performance of the subject matter of the Order by the Agency exceeds the amount of the stipulated penalties specified for given circumstances in the Terms and Conditions, the Client shall be entitled to claim damages up to the full value of the damage.
7. A Client who requires the performance of services in accelerated or express rates shall acknowledge and accept that such Orders may be fulfilled by a group of subcontractors, which may influence the coherence of the terminology.
8. The liability of the Agency for the lack of coherence between the terminology applied in the translation and the terminology applied by the Client is hereby excluded if the Client – while agreeing to the terms and conditions of the Order and placing the Order – does not make the terminology applied by the Client available to the Agency because in such case, the translation is done with the use of vocabulary that is the most commonly used in a given area.
9. The liability of the Agency for the preparation of the text for publication and the lack of additional processes of inspection and verification is hereby also excluded if:
9.1. the Client has not informed the Agency that the text is intended for publication,
9.2. the Client decides not to order the additional procedures carried out in the case of the translations intended for publication. Such a decision means that the Client understands and accepts the risk arising from the omission of the procedures carried out in the case of translations intended for publication.
10. The Parties shall not be liable towards each other for the improper performance or failure to perform their obligations if it has arisen from the occurrence of Force Majeure. Force Majeure, as interpreted in these Terms and Conditions, shall mean: strikes, blockades, failure of computer systems, electricity failures, terrorist attacks, epidemics or infectious diseases which hamper the proper operation of the business run by the Party affected by Force Majeure. The Party affected by Force Majeure shall immediately notify the other Party about its occurrence and the anticipated date of the end of its impact.

Complaints
§8

1. Any and all reservations regarding the non-performance or improper performance of the subject matter of the Order shall be made by the Client and notified to the Agency within 10 business days of receiving the performed subject matter of the Order provided that, if the Client does not notify of such defects, it shall mean that the Client accepts the subject matter of the Order without any reservations.
2. Subject to the legislation concerning the consumers, the Client’s rights arising from the non-performance or improper performance of the subject matter of the Order shall expire after the lapse of the time limit specified in point 1.
3. The Client’s reservations shall be made in writing and submitted to the Agency by e-mail, fax, post or in person. Furthermore, the Client shall describe the circumstances, time and manner of discovering the defects and the defects themselves. In the case of interpreting services, notification of defects shall additionally include an audio or audio-video record.
4. The Agency shall examine the complaint within the shortest possible period of time not longer than 5 business days after making the reservations by the Client referred to in point 1 above.
5. In the event of any dispute between the Client and the Agency as to the occurrence of the defects in the completed Order, referred to § 7 of the Terms and Conditions, the Parties shall amicably settle the dispute by using the services of an independent arbitrator selected by both Parties from a list of sworn translators for the area of the cognition of the Regional Court in Lublin, Poland.
6. The amount of the stipulated penalty arising from the provisions of § 8 (5) of the Terms and Conditions shall depend on the result of the evaluation made by the independent arbitrator. The costs of preparing the opinion by an independent arbitrator shall be covered by the Party that loses the dispute.

Confidentiality Clause
§9

1. Excluding the generally available materials (press and Internet publications, generally accessible legal acts, etc.), any and all documents and supporting materials submitted by the Client and the content of the meetings interpreted by the interpreters shall be considered as confidential and shall not be disclosed to any third parties. The Agency represents that all employees and subcontractors who are involved in the provision of the services within the Client’s orders have signed confidentiality agreements with the Agency regarding any and all information from the Client.
2. At the Client’s request, the Agency may submit a separate document stating the confidentiality obligation.
Final Provisions
§10

1. These Terms and Conditions shall be binding upon the Client from the date of placing the Order and its signing, which means the acceptance of these Terms and Conditions.
2. In special cases and upon the Client’s consent, the Agency may apply different terms and conditions of service provision than those specified in the Terms and Conditions, which shall be notified of in a written form, otherwise null and void.
3. The Agency shall be entitled to amend the Terms and Conditions.
4. The applicable legal provisions shall be applicable to all issues which are not regulated by the provisions of these Terms and Conditions.
5. Any and all disputes between the Parties shall be settled by a competent court in Lublin, Poland.
6. These Terms and Conditions shall be valid from January 14, 2013.

Client Services Department:

Ewelina Filipczak
+48 534 868 400
e-mail: efilipczak@omero.pl

Order Processing Department:

Sylwia Cegłowska
+48 697 909 033
e-mail: tlumaczenia@omero.pl

Working Hours:
Mon.-Fri.: 8:00 a.m. – 4:00 p.m.

Omero Sp. z o.o.
ul. Lotnicza 3, 20-322 Lublin, Poland
VAT number: PL7123251944
Tel. No.:+48 81 307 0677
e-mail: biuro@omero.pl