General Terms and Conditions for External Service Providers
of Bohemian Dragomans GmbH & Co. KG, Regensburger Str. 336, 90480 Nuremberg, Germany,
and Bohemian Dragomans s.r.o., Tunelaru 327, 15600 Prague, Czech Republic
- 1 Scope
1. These Terms and Conditions apply to the specific contract as well as to all future assignments and cooperation between the above-mentioned companies and the Translator within the meaning of § 1(3).
2. Any deviating, conflicting or supplementary general terms and conditions shall not form part of the contract, even if known, unless their applicability has been expressly agreed.
3. The term “Translator” within the meaning of these Terms and Conditions includes all external language service providers engaged by the Client, in particular translators, editors, proofreaders, post-editors, terminologists, transcreation providers and any other contractors providing language-related services. - 2 Subject Matter of the Contract
1. The contract covers translation, proofreading and/or similar services for a text provided by the Client against the agreed remuneration. Details are set out in the order form attached to the purchase order or in the correspondence with the Translator and shall be agreed separately.
2. Assignments are generally placed by e-mail.
3. The Translator is obliged to confirm the assignment and/or its acceptance by e-mail or otherwise in a binding manner. By such confirmation, these Terms and Conditions are deemed accepted.
4. No contractual relationship is established between the Translator and any end customers of the Client. All services are provided exclusively in the name and for the account of the Client. The Translator is neither entitled nor authorised to assert any claims, demands or other rights directly against end customers or to enter into contractual relationships with them.
5. The Client shall provide the Translator with all documents and information made available by third parties for the purpose of the translation. - 3 Performance of Services by the Translator
1. The commissioned services shall be performed in accordance with generally recognised professional standards and with binding regard to client-specific requirements, terminology databases, style guides, reference materials and CAT-tool specifications. Project-specific instructions of the Client, and—where applicable—the requirements of ISO 17100, shall be authoritative and shall take precedence. Where no briefing material has been provided or the Client has issued no specific instructions regarding performance, specialised terms shall be translated using established and recognised industry terminology in a terminologically consistent manner. Relevant technical standards, industry conventions and publicly accessible reference sources of leading market participants shall be decisive in this respect. Deviations from prescribed terminology, style guides or other linguistic specifications are permitted only after prior written coordination with the Client.
2. The Translator undertakes to perform the services within the agreed timeframe or by the agreed delivery date and to deliver them on time in accordance with the agreed specifications (target language, target format, additional services such as CAT, etc.).
3. The Translator shall perform the agreed services personally. The use of the Translator’s own staff or the subcontracting of services to third parties requires the Client’s express consent.
4. Upon full payment of the agreed remuneration, the Translator transfers to the Client all rights of use and exploitation in the delivered work without limitation in time, territory or content. This includes, in particular, the right to reproduce, publish, edit/adapt, pass on to end customers and to use the work in all known and unknown modes of exploitation.
5. The use of machine translation, generative AI systems or other automated translation technologies is permitted only with the Client’s prior written consent. Content provided by the Client may neither in whole nor in part be used for training, optimisation or quality assurance of external systems, nor may it be transmitted to third parties. - 4 Remuneration
1. As a rule, the Client and the Translator agree on specific remuneration.
2. Remuneration shall generally be based on the billing basis agreed individually for the respective assignment. For each assignment, a specific remuneration arrangement or billing basis shall be agreed in advance. Billing may be based in particular on words (e.g. per target-text word), standard lines or standard pages, on an hourly basis, or as a flat fee, without any entitlement to future pricing being derived therefrom. A standard line comprises 55 characters including spaces; a standard page comprises 1,800 characters including spaces. If no express remuneration agreement has been concluded in an individual case, billing shall be based on the calculation method customary for the project, applying the remuneration rates last agreed or used between the parties for comparable services.
3. Provided the Translator performs their obligations in accordance with the contract, the Translator shall receive the agreed remuneration.
4. The Translator undertakes to issue an invoice within 30 days after delivery of the services. Invoices shall generally be submitted electronically to: accounts@bohemian-dragomans.com.
5. If the Translator is established in another EU country but not in Germany, the invoice shall be issued without VAT.
6. The Client shall generally pay the remuneration within 30 days after invoicing by the Translator.
7. Remuneration becomes due only upon proper performance of the services and acceptance by the end customer. The Translator’s entitlement to remuneration shall lapse in whole or in part if the Translator culpably fails to meet agreed deadlines, the services are rightfully complained about and rectification fails or is unreasonable for the Client. The same applies if, due to quality deficiencies, the services are unusable for the intended purpose. - 5 Warranty / Withdrawal / Damages
1. The Translator warrants for remediable defects by remedying them. Due to the Client’s obligations towards its end customer, rectification must be completed within a maximum of 24 hours. The Translator shall be granted only one attempt to rectify.
2. If rectification fails on the first attempt, the Client may reduce the Translator’s remuneration or withdraw from the contract. In this case, the Translator shall not be entitled to any remuneration and shall compensate the Client for any resulting damages, in particular the costs of rectification by another translator.
3. If the delivered work—especially due to a lack of qualification of the Translator—is unusable and rectification by the Translator is not possible or is unreasonable for the Client, the Client may withdraw from the contract. In this case, the Translator shall not be entitled to any remuneration and shall be liable for the resulting damages, in particular for the costs of translation by another translator.
4. If the Translator is unable to deliver the services within the agreed timeframe or by the agreed deadline and subsequent performance by the Translator is unreasonable for the Client, the Client may withdraw from the contract. In this case, the Translator shall not be entitled to any remuneration and shall be liable for the resulting damages, in particular for the costs incurred for having the translation prepared by another translator. - 6 Confidentiality
1. The Translator is obliged to maintain confidentiality regarding all confidential matters that come to their knowledge in the course of performing the services. The confidentiality obligation shall expressly continue after termination of the contractual relationship.
2. The Translator shall also maintain confidentiality regarding the content of this agreement.
3. The Translator shall keep the documents provided for the purpose of the translation safe and, after completion of the assignment, shall return them to the Client without being requested to do so or—if the documents are provided electronically—delete them.
4. In the event of culpable breach of the confidentiality obligation, the parties agree on an appropriate contractual penalty of up to EUR 10,000 per individual case, the amount of which shall be determined by the Client at its reasonable discretion and which shall be subject to judicial review in the event of dispute. The Client is entitled to claim further damages and injunctive relief against the Translator.
5. Translation memories, terminology databases, style guides and other reference materials provided by the Client remain the Client’s exclusive property. Storage, disclosure, reproduction or use of these materials for third parties is prohibited. The same applies to terminology or text data sets derived from projects. - 7 Non-Competition
1. The Translator undertakes, for a period of two years beyond the term of this agreement, not to accept assignments from the Client’s customers and contractual partners, whether directly or indirectly, nor to broker such assignments to third parties.
2. Clause 1 shall also apply if a customer places assignments both with the Translator and with the Client.
3. If, within the restricted period, the Translator is offered an assignment by a customer that would be subject to remuneration, the Translator is obliged to inform the customer of the non-competition obligation.
4. If the Client has justified reason to assume that the Translator is breaching the non-competition obligation, the Translator shall, upon the Client’s request, provide information on the number of assignments accepted from the Client’s customers, the number of customers and the amount of remuneration received. Upon the Client’s request, the Translator shall affirm the accuracy of such information by affidavit.
5. For each breach of the non-competition obligation, the parties agree on a contractual penalty amounting to 30% of the Translator’s remuneration for the respective assignment. The Client is entitled to claim further damages and injunctive relief against the Translator. - 8 Data Protection
1. Personal data shall be processed in compliance with the General Data Protection Regulation (GDPR) and the applicable national data protection laws. Personal data shall be processed solely for the purpose of performing this contract and shall be treated confidentially. Data shall be disclosed to third parties only insofar as this is necessary for performance of the services or permitted by law.
2. The Translator expressly consents to the collection, processing and use of personal data. The Translator has the right to revoke such consent at any time with effect for the future. The revocation must be made in writing to the respective competent company named above.
3. The Translator undertakes to maintain secrecy regarding the content of the documents to be translated, the content of any information material provided for the purpose of the translation, and all facts that become known to the Translator in connection with the business relationship.
4. If the Translator has access to personal data in the course of performing the services, the Translator undertakes to comply with the applicable data protection laws and to implement appropriate technical and organisational measures to protect such data. Where required, the parties shall enter into a separate data processing agreement (DPA/AVV). - 9 Final Provisions
1. The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
2. If the Translator is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this agreement shall be the Client’s registered office in Nuremberg. The same applies if the Translator has no general place of jurisdiction in Germany or if the Translator’s domicile or habitual residence is unknown at the time legal action is brought.
3. Should any provision of the contract with the Translator, including these Terms and Conditions, be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.