GENERAL TERMS AND CONDITIONS FOR PSD CUSTOMERS

June 2012

Introduction

PSD d.o.o. with its headquarters in Ljubljana, Kvedrova cesta 5a, Slovenia, registered under the Slovenian Law at the Register of Companies in Ljubljana, with Register No. 1/42604/00 (‘PSD’ or ‘Mother Company') together with all Subsidiaries and Partners Companies forms an international translation company, and provides to its Customers translation, revision, proofreading, interpreting, court-certified translation and other translation-related services, as well as company formation, advisory service in the field of company formation and other related services and benefits, which result from the above-mentioned services and agreements between PSD and the Customer. The PSD system includes ordering system, website application, operating system, quality management system with EN 15038:2007 and ISO 9001:2008 Standards, the PSD extranet, website, memberships, licences, and all services and benefits provided by PSD (‘PSD system').

PSD is entitled to perform its contractual services and pursue its claims in respect to the Customer through PSD Subsidiaries ('PSD Units'), which in these respects always act as agents of PSD. However, the Customer’s contractual relationship is with PSD and not with any of its Subsidiaries unless agreed otherwise.

At any point, PSD may expand its offer of services within PSD or any PSD Unit or other partner company (‘PSD partner’) in case of agreement on cooperation by means of which PSD may offer its Customers other services as well.

With regard to services not mentioned in these Terms and Conditions, the Customer is obliged to contact PSD or a PSD Unit for more information on the service it wishes to order.

Other PSD services (related companies, partner companies).

1.) Object of contract

1.1. In accordance with business terms and conditions, PSD offers to its Customers services on the basis and in the manner as it is determined or agreed between the Customer and PSD.

2.) The relationship between the Customer and PSD

2.1. Nothing in these General Terms or in any agreement between the Customer and PSD shall render a Customer an employee, servant, worker, agent or partner of PSD nor shall any Customer hold himself/herself out as such.

2.2. PSD may only enter into a contractual relationship with persons over the age of 18. Until reaching the age of majority, the Customer may only enter into a contractual relationship with PSD with the written permission of their legal guardian or other lawful representative.

3.) PSD system use and methods of payment

3.1. PSD system offers several ways of placing orders for our services:

3.1.1. PLACING YOUR ORDER VIA WEBSITE
is the simplest manner of ordering PSD services. The order placed via the website is safe and fast, because Customers receive instant confirmation of their order. Customers may choose from several payment methods: via Moneta (in Slovenia only), e-bank, pro forma invoice, invoice, PayPal, etc. Web order is a fast and efficient way of ordering as well as accepting all business conditions on our website, such as price, deadline, manner of delivery, etc. By placing an order via the website, the Customer undertakes to settle his/her obligations under conditions provided by PSD.

Important!
By ordering and payment via the website you are deemed to have read and accepted the terms.
Regardless of the terms and conditions stated on this website, PSD reserves the right to change the terms and conditions stated on the website.

3.1.2. PLACING YOUR ORDER BY E-MAIL
You will receive our reply in the form of a preliminary offer within two hours. If we are too busy, we will let you know about any possible delay in the preliminary offer. In order for us to make the preliminary offer, the Customer should provide us with as much information as possible, for example: the text that needs to be translated, the target language, possible text editing, the deadline, other requests, etc. The inquiry and the preliminary offer do not constitute a confirmed order; the basic condition for a valid order is a condition issued by PSD, namely a confirmation of the order via an order form (an official order is an order by e-mail, or an order form sent by fax or mail; an original order form or a correct type of the order form), or payment for services by due date and under the conditions stated in the offer (usually as a pro forma invoice). If the payment for the service is overdue or the order form is not sent, the order is deemed null and void. However, such order will still be on record and the service may still be rendered, but under new conditions.

3.1.3. PLACING YOUR ORDER BY PHONE
You will receive our reply in the form of a preliminary offer within two hours. (If we are too busy, we will let you know about any possible delay in the preliminary offer). In order for us to make the preliminary offer the Customer should provide us with as much information as possible, for example: the text that needs to be translated, the target language, possible text editing, the deadline, and other requests. The inquiry and the preliminary offer do not count as a confirmed order; the basic condition for a valid order is a condition issued by PSD, namely a confirmation of the order via an order form (an official order is an order by e-mail or an order form sent by fax or mail; an original order form or a correct type of the order form), or payment of services by due date and under the conditions stated in the offer (usually as a pro forma invoice). If the payment for the service is overdue or the order form is not sent, the order is deemed null and void. However, such orders will still be on record and the service may still be rendered, but under new conditions.

Important!
By ordering by e-mail or phone you are deemed to have read and accepted the terms.
Regardless of the terms and conditions stated on this website, PSD reserves the right to change the terms and conditions stated on the website.

3.1.4. PLACING YOUR ORDER VIA PSD EXTRANET APPLICATION

The activation of the user account is the condition for ordering via the PSD Extranet.

3.2. Methods of payment:
PSD can ask for immediate payment, payment via pro forma invoice or payment within 8 days. Longer payment periods are subject to special agreement between PSD and the Customer.
PSD also enables payment via Moneta and PayPal.

Introduction to the Extranet and educational events

3.3. PSD will occasionally at its discretion and upon Customers’ request provide informative and educational events with regard to the PSD system for Customers, and will notify Customers on participation at such educational events. However, PSD is under no obligation to organise such information meetings, and no claims can be made against it under this title.

4.) Registering in PSD Extranet and Password

4.1. When the Customer logs in the PSD Extranet application via the website for the first time, a password will be sent by SMS or e-mail to the mobile phone number or e-mail address supplied by the Customer. The Customer must then follow the instructions and advice provided on the PSD website for the purpose of carrying out registration and/or making later changes.

4.2. The password submitted by PSD by e-mail or SMS, and which must be changed later by the Customer, is to be treated with strict confidentiality. When the password is entered, the Customer must ensure that it cannot be seen by third parties. The password must under no circumstances be disclosed to third parties and in particular must not be stored on a mobile phone.

4.3. If the Customer notices any unauthorised use of his/her access to the PSD Extranet, s/he is obliged to inform PSD of this immediately so that access can be deactivated. As part of the process of changing data, the amended data will be re-sent to the Customer by SMS or e-mail. The Customer is liable for any damage incurred as a result of unauthorised use.

5.) Benefits

5.1. By participating in the PSD system, the Customer is occasionally or regularly able to take advantage of the preferential purchasing conditions. PSD particularly encourages the use of the PSD system which includes extranet communication.

5.2. Agreement on special benefits can be concluded in a form of a contractual relationship.

6.) Liability

6.1. PSD defines its liability for damages in responsibility clause. The Customer is obliged to contact PSD before implementation of services on any liability that PSD may assume. If the Customer wishes to modify PSD responsibility, PSD must be informed on this change. Without prior consent by PSD, the conditions cannot change.

Prior to cooperation or project implementation, the Customer must inform PSD on importance of the project.

In PSD responsibility clause, the importance of a project is defined in the following manner:
- Internal business or internal use or low importance,
- Important for business, the texts will be read by clients (catalogues, websites, presentations, seminars, etc.) or high importance (estimated value of these projects is up to EUR 50,000),
- Very important for business (estimated value of these projects is from EUR 50,001); these include: translations of offers, tenders, contracts, etc.) or extremely high importance.

6.2. PSD does not claim liability for the continuous availability of the Internet portal and SMS service, in particular not with regard to the availability of the mobile telephone networks, the Internet, EC card terminals (if applicable), cash card terminals, PSD terminals and for the proper operation of mobile terminals, and the PSD system.

6.3. Copyright - more.

7.) Warranty, damage claims or other claims due to default in obligations' performance

7.1. Any warranty claims, claims for damages, error or other claims as a result of non-performance or defective performance arising to the Customer shall be exclusively against PSD or PSD Unit or partner company, which accepted the Customer's order. For the purpose of settling such claims, the Customer acknowledges that the individual contractual agreement must be observed between the contracting parties or the PSD Unit, which accepted the order.

7.2. In any case, the Customer with an individual PSD Unit agrees on liabilities which it is obliged to ensure. The clause in Item 6.1 refers only to liability of PSD Unit in Ljubljana, i.e. PSD d.o.o. with its headquarters at Kvedrova cesta 5a in Ljubljana, Slovenia, registered under the Slovenian Law at the Register of Companies in Ljubljana, with Register No. 1/42604/00, and it only partially refers to other PSD Units. Kindly ask for written clarification from individual PSD Units or see the following link for Units’ responsibilities. On possible responsibility claim from the Mother Company, kindly agree on it individually with the Mother Company.

7.3. More on the above and other complaints also see Item 11.

8.) Termination of the contractual relationship by the Customer

8.1. The Customer has the right to terminate the contractual relationship with PSD at any time in writing or as it is set out in the agreement between PSD and the Customer.

8.2. The Customer is obliged to fully settle any possible outstanding liabilities during cooperation termination.

8.3. The Customer is obliged to immediately settle any damages arising from the previous agreement between PSD and the Customer.

9.) Data processing and data transmission

9.1. PSD acquires, stores and processes Customer data and other personal data of the Customer, disclosed by the Customer within the scope of the contractual relationship or by third parties within the scope of the verification of the identity and legal capacity of the Customer; the Customer declares that s/he approves thereof.

9.2. The acquired and processed data of the Customer are used to provide services in connection with PSD services and are not, in principle, passed on to third parties for other purposes.

9.3. PSD is authorised to transmit the acquired and processed data of the Customer to PSD Units for the purpose of providing or resuming services in connection with PSD services.

9.4. The Customer agrees that his/her personal data are stored, processed and transmitted through the PSD system insofar as this is required to operate the business relationship. This consent can also be revoked by the Customer at any time.

10.) Changes/additions to the agreement

10.1.) Any changes to the terms of the Contract between PSD and the Customer shall be in writing; which also includes exemption from this requirement. In this context, writing includes transmission by fax or e-mail. If there are any changes of the contract Partner Company’s conditions, these will be updated and published on the PSD website. Throughout the period of publication of these terms and conditions on the PSD website, they are binding for the Customer if not agreed differently in Contract on cooperation. For the purposes of the contractual relationship between PSD and the Customer, the amendments of these terms and conditions shall apply from the time of publication or from the time when PSD informs its Customers with whom it is in written agreement, and concludes with them an Annex, which serves as an appendix to the above-mentioned changes.

10.2.) The Customer shall be informed in writing of PSD’ proposals to make changes to the Contract between PSD and the Customer, and such proposals may be sent to the Customer by e-mail to his/her last-known e-mail address.

11.) Complaints

11.1.) In the case of any mistakes or complaints, the Customer should contact the PSD representative by phone or by e-mail.
PSD accept complaint in 8 days after the service was concluded.

11.2.) If, judging by the content, the complaint could have been resolved on the same day (an immediate intervention by PSD) and the Customer did not point out the discrepancy immediately and inform the person responsible, it is deemed that the Customer has agreed to such service (e. g. misspelled words, typos etc.) and has lost the right to file any subsequent complaints demanding a lower price or damage claims.

11.3.) The Customer may file a written complaint within 15 days (for translations of over 100 pages) from the day the service was provided.

11.4.) If the Customer fails to file a complaint within the legally due time, PSD will not take the complaint into consideration.

12) Cancellation

12.1.) The Customer has the right to cancel an order.

12.2.) The cancellation must be sent in writing or by e-mail no more than one hour after the official order (in this case the official order also includes order by e-mail), after which time cancellation is no longer possible. If the Customer insists on cancellation, he or she is obliged to pay compensation.

12.3.) If an order labelled "overnight" (quick order) or if a cancellation outside office hours of PSD is required, PSD should be informed immediately in order to minimize the expenses. In any case, the Customer is obliged to pay for any costs incurred.

12.4.) PSD may claim the following costs:

- for the number of pages (hours) up to the moment the Customer cancelled the service (in this case, we may consider the number of pages translated up to the moment PSD has actually contacted their sub-contractor, if the service is done by a sub-contractor or up to the moment PSD informed the sub-contractor to cease the service),
- other potential justifiable costs.

13) Privacy policy

13.1.) All information on Customers which PSD collects is protected in compliance with current legislation and the internal Rules on protection of classified information.

14) Inactivity, malfunctioning and use of PSD web pages

14.1.) If the website suffer inactivity or malfunction, the Customer is obliged to inform PSD, in which case the conditions will be sent by other means.

14.2.) Before using the PSD website with the intention of using PSD services, the Customer is obliged to contact PSD.

15) Final provisions and special conditions

15.1.) Prices from the PSD offer do not include VAT. Information on VAT can be found on the PSD website (price list), or by contacting PSD directly.

15.2.) PSD has the right to charge all costs for actions outside of the PSD system itself (especially for advice and replies) arising from their processing, and which are not included in contractual provisions on costs; as a rule, free of charge are only replies to general or short answers to presented things.

15.3.) During the use of the PSD system and later, the Customer cannot in any form use verbal, pictorial, verbal-pictorial or any other PSD trademarks which are generally known and recognised.

15.4.) The Customer undertakes not to make contact with a translator or an interpreter (PSD sub-contractors) without explicit prior consent by PSD.

15.5.) If the Customer makes contact with a translator or an interpreter with prior consent by PSD, the Customer undertakes not to discuss matters which are related to business conditions between the Customer and PSD.

15.6.) Furthermore, the Customer undertakes to inform PSD on every change which was agreed on by a translator or an interpreter directly.

15.7.) If violation of obligations under Items 15.3. to 15.6. is established, the Customer is obliged to pay contractual fine in the amount of EUR 15,000 for each individual violation, also in the event when work was not sufficiently completed.

16.) Settlement of disputes

Any disputes between Parties shall be decided by the competent court responsible for PSD headquarters or individual companies within the PSD Group. For competent courts responsible for individual PSD Units see the following link.

17.) More on EN 15038 and the implementation of the EN 15038

Cooperation with PSD does not include any hidden clauses.