General Terms and Conditions

1.General Provisions

1. The following terms and conditions of business operations apply to all business dealings between:
   1. the service provider LINGUA VERITAS limited liability company, located in Vodice, Grgurev Ante Kukure 22A, 22211-CRO (hereinafter referred to as: Performer,
   2. and the Client (hereinafter referred to as: the Client), or i.e. to all services ordered between the Client and the Performer, excluding Terms and Conditions of the client. The Client shall be deemed any physical or legal entity that has placed an order with the Performer, unless said physical or legal entity explicitly states that they are acting on behalf and at the expense of a third party whose name and address shall be disclosed to LINGUA VERITAS when placing the order along with the evidence on a third party approval..
2. By placing an order, the Client accepts our General Terms and Conditions.

2.Quotations and conclusion of contracts

1. The General quotations and estimates shall be free of charge and non-binding if the Performer has not had the opportunity –prior to quoting such details--to view the text; the Performer retains the right to change the prices or terms of delivery.
   1. A quotation shall be deemed valid only if placed in writing.
2. A quotation shall be considered binding only if the Client places an order in writing or orally and if the Performer has acknowledged it in written form (e.g. e-mail or fax). Such orders shall be deemed contractual.
   1. If the Client places direct orders, such orders shall be deemed valid.
   2. Any changes made to an order must be confirmed in written format by both the Client and the Performer.

3.Changes to and Cancellation of orders

1. The Performer shall prepare the quotations using its best expertise based on the provided documents or information.
2. In the event of sudden obstacles to conclusion of order (obscure documents or backgrounds, unreadable documents, inaccurate data base, and etc.), the Performer is entitled to increase the price.
   1. If it is a matter of inevitable increase of cots up to 15 %, the Performer shall calculate these costs without prior notification.
   2. If the costs increase more than 15 % prior to issuance of work order, the Performer shall notify the Client and request its approval.
3. The Client may cancel an order before the agreed date of delivery only in writing.
   1. In that event, the Client shall be liable to pay in full for the work already performed until the cancellation and 50 % of the agreed price for the part of the work not performed or 50 % for the time earmarked for execution of an order.
4. If requested, the Performer shall make the translated portion of the text available to the Client. In that event, the Perform shall not be responsible for the quality of delivered text.

4.Commitments of the Client and the Performer

1. The Client shall be responsible for the comprehensiveness and factual accuracy of the source material.
2. The Client shall, if possible, provide to the Performer all necessary documentation in the target language and list the contact person the Performer may address in case of questions or possible advice seeking.
3. If the Client requires the usage of specific terminology he must expressly indicate this to the Performer upon document delivery.
4. If the Client does not provide all necessary documentation, the Performer may use available resources and is entitled to consult with third parties.
5. The Performer undertakes to maintain strict confidentiality of all business and corporate secrets pertaining to the Client provided in source materials, oral and written translation.
   1. Unless agreed otherwise, the Performer is entitled to forward the order or part thereof to third parties already contracted and committed to the code of confidentiality. It shall be deemed as the only Performer.
   2. The Performer shall guarantee confidential treatment of information and business secrets and shall require its employees, associates and partners to observe this code of confidentiality. The Performer shall not be liable for any breach of confidentiality by its employees if it can prove that it was not able to prevent it.
6. As the delivery of data via Internet is not totally safe, the Performer shall not be liable for any deficiency and damage that occurs during the course of delivery (damages caused by viruses, breach of the business secret code). In order to minimize such a risk, the Performer shall use anti-virus applications and recommends the same to the Client.
7. The Client may post the Performer’s name only in relation to published translations; any change in relation to the translation must be authorized by the Performer.
8. In the event of interpretation, the Client has to inform the Performer on the topic of discussion at least three days in advance and provide all relevant documentation (draft, plan, and etc.).
9. If the translation is intended for wide audience, the Performer shall recommend Formula Premium that covers proofreading.
   1. If the Client does not state the intended use of the translation and does not request proofreading, especially if it is intended for public use or advertising, the Client is not entitled to claim indemnification for damages due to an inappropriate adaptation.
10. The Performer undertakes to carry out orders to the best of its ability, observing the deadlines indicated by the Client.
    1. If the Performer is not able to meet the agreed deadlines, it shall be liable to notify the Client about this as soon as possible.
    2. Unless an explicit written agreement stipulates otherwise, the delivery date and/or deadlines shall be provisional. If the Performer exceeds the agreed delivery date and if the Client can not accept any further delay, the Client shall be entitled to cancel the contract unilaterally and shall not be entitle to any compensation.
    3. Delivery date shall be deemed the date the order is posted, faxed, e-mailed…
    4. The text sent by e-mail shall be deemed to have been delivered as soon as the Message Transfer Agent has confirmed sending the message.
11. Unless agreed otherwise, the Performer shall deliver the translated material via e-mail.
    1. Any other way of delivery shall be charged in agreement with the Client.
12. Unless the Client explicitly prohibits it, the Performer is entitled to list the Client’s name in its references.

5.Prices and Services

1. The price of the translation shall be determined on the basis of formula/level of service selected by the Client, type of text, language or language combination, text complexity, dates of delivery, quantity or i.e. on an estimated calculation of costs made by the Performer on the date of order or on the basis of preliminary agreement with the Client.
   1. Any additional service such as text editing, revisions performed by native speaker and etc, shall be charged separately based on the Performer estimate.
2. Calculation unit for written translation shall be 1 card (1500 characters without spaces) or 1 word of the text.
   1. The smallest calculation unit of written text shall be 1 text card (220-280 words depending on language); the card shall be rounded at 0.5.
3. The Performer may grant a discount to its business partners, as in line with the special contract, as well as to a larger quantity of text or to texts with often repetitions.
4. The Performer is entitled to request an advance payment of the specific percentage of the estimated translation price in order to confirm the order.
5. The smallest calculation unit for interpretation services shall be 1 hour; interpretation exceeding a full hour shall be charged as an additional full hour. The length of time spent with the Client shall be calculated from the arrival of the interpreter at the location to completion of negotiations regardless the time the interpreter spent interpreting effectively.
   1. In the case of work performed outside the interpreter’s place of residence (50 km further in both directions), the Client shall bear travel costs and possible costs of lodging and meal allowance.
   2. Services requiring use of interpretation equipment (boot, wireless devices, microphones, and etc.) shall increase the costs for the rent of the equipment.
6. Any changes made to the work order and any additional order shall be charged at the appropriate rate unless agreed otherwise.
7. All prices are quoted exclusive of VAT, in accordance with Article 22, paragraph 1 of the Law on Value Added Tax.

6.Terms of payment

1. The Client shall pay the agreed amount within 7 calendar days of the receipt of the Contractor’s duly issued invoice. The Parties may also agree on a different deadline for the due date of the invoice.
   1. The payments shall be made exclusively to the Performer bank account.
   2. If the Client is a physical entity, the Performer is entitled to request the advance payment.
   3. The Performer is entitled to request the advance payment for orders placed by an international Client.
   4. In the event of large orders, the payment dynamic shall be subject to special agreements.
2. In case of late payment, the Client shall be liable to pay to the Performer legally prescribed default interest. If the Client does not clear its debt after the receipt of notification, the Performer may use all legal actions to collect its claims (court proceeding, announcement in media, engagement of third parties, and etc.).
   1. If the Client rejects to deliver the translation, the Performer is entitled to use all legal actions to collects its claims with no further notice.
3. The Performer is entitled to retain the translations until the Client fully settles its debt with the Performer.
   1. The Client is not entitled to publish the translations or to use them for any other purposes until he settles his debts.

7.Complaints

1. The Client shall indicate any deficiency or error in the Translation within 7 calendar days of receipt of the translated text.
   1. Any deficiency must been explained and argument by the Client in writing.
   2. Wording shall not be understood as translation deficiency.
   3. The Performer shall make correction of such errors, and if the deficiencies are not corrected within the suitable deadline, the Client shall not be entitled to reduced price.
   4. If the Performer does not make corrections within the proper deadline, the Client may request reduction of price. This shall not indicate the Performer’s acknowledgement of insufficient quality of translation.
   5. Requests for damage against the Performer are restricted by the invoiced amount, unless agreed otherwise.
2. The Performer may be exclusively liable for damage directly or demonstrably deriving from shortcomings or deficiencies, excluding all forms of damage caused by delay or loss of profit.
   1. The Client is exclusively responsible for all bank transfer and provision charges. In all cases, he will bear any transfer fees..

8.Copyrights

1. If a claim is made against us due to infringements of copyright, title or patent by a third party, the Client shall indemnify protection.
2. According to Copyright provisions, all documents, data, trademarks, logos, pictures and information from the Agency, published on http://www.linguaveritas.com or any other support remain the property of the Agency, and can not be reproduced, distributed or in anyway used for any purpose, commercial or not, without explicit consent of his owner, the Agency.
3. The Performer shall retain copyrights to use terminology data base, scripts, glossaries, texts and translations made by its efforts unless a written agreement concluded with the Client provides otherwise.

9.Applicable Law and Jurisdiction

1. Unless these General Terms and Conditions do not provide otherwise, the contractual relationship and any other business relations between the Client and Lingua Verities are subject exclusively to the Law on obligations of the Republic of Croatia.
2. All disputes arising from these General Terms shall be resolved by mutual agreement. All disputes that cannot be resolved by mutual agreement shall be submitted for judgement to the relevant court in Šibenik.

These General Terms and Conditions are reviewed and apply from April 2008.