These ToU, even if not expressly referenced, shall serve as the basis of contracts applicable to all contracts between the parties in regard to the TranslatorApp and its services. These ToU shall be deemed to be accepted if these ToU are referenced in a quotation, order form, during the registration process on the website or when connecting a new Akeneo PIM instance via the Akeneo App Store, and an order for services is placed on that basis and andworks subsequently provides services.
No other General Terms and Conditions referred to by Customer in declarations such as orders, quotations or requests for bids shall be applicable unless expressly accepted by andworks in writing, and even then, they shall only apply to the individual transaction in question.
andworks shall make available TranslatorApp as web-based SaaS Service and provide Support Services to Customer during the Term within the scope of the selected subscription.
TranslatorApp consists of a Free Plan and a Standard Plan. andworks describes the features, pricing and the scope of functionality as well as the purposes and the intended use of each Version on its website at https://akeneo-translator.com (Documentation).
Both Versions allow for the machine translation of Customer Content and to record customer training data. The Free Plan is provided by andworks with a limited scope of functions.
During the Term, andworks will keep TranslatorApp useful and will undertake that TranslatorApp will perform substantially as described in the most current Service Description. However, Customer is not entitled to a certain design of TranslatorApp and may not claim that certain features or functionality shall be retained. In order to keep TranslatorApp useful and functional, andworks may (as it deems appropriate) (i) take preventive or reactive measures (e.g., providing updates), scheduled by andworks and announced to Customer in advance, or (ii) provide Customer with a new version of TranslatorApp. andworks will install new versions of TranslatorApp, emergency patches or hotfixes during scheduled maintenance windows announced to Customer reasonably in advance.
Customer agrees that andworks may modify TranslatorApp or individual services at any time, in particular in order to improve existing or provide additional features, functionality or security measures, or to adapt TranslatorApp to new or changed legal requirements. Customer further agrees that andworks may amend the Service Description at any time. New versions of TranslatorApp will replace previous versions, and the version of the Service Description made available on the website shall apply. The Free Plan can be discontinued by andworks at any time. There is no contractual entitlement to the Free Plan .
andworks may engage subcontractors to provide TranslatorApp or any part thereof. In particular, andworks will use a third party to provide the automated machine translation. Any processed content displayed to Customer without manual modification of andworks has been created by the third-party provider.
andworks shall be responsible for their reasonably expected performance, subject to this Agreement. Yet, andworks promises no specific result in regard to the processed and translated content. Customer is aware and accepts that andworks uses an automated third-party machine translation service without any involvement or modification by andworks. andworks does not guarantee the correctness of the translations created by the machine translation system.
andworks will only store Customer content on its servers to the extent technically required to provide its services. Content will not be perpetually stored on andworks servers. The run-logs which contain the translated content transmitted to the Akeneo PIM are retained for 30 days. Customer Training Data is stored on andworks' servers and can be sent to subcontractors to offer our service. For the avoidance of doubt, andworks shall be entitled to create and retain access logs for billing, security and statistical purposes. Such access logs shall not contain any Customer content. If Customer uses the glossary feature and enters certain pairs of terms there, this data is stored on andwork’s servers and forwarded to subcontractors in order to consider in new translations.
Please note that Customer may not use the TranslatorApp for the translation of content containing personal data or confidential information of any kind.
As a standard SaaS solution, andworks constantly monitors software operation and eliminates software errors as far as technically possible.
An error is especially considered to exist whenever utilization of the TranslatorApp is unavailable or considerably impaired. Maintenance includes correction of errors as well as adapting and upgrading the TranslatorApp (new releases).
andworks will respond to Customer support questions and respond to error reports (by e-mail via firstname.lastname@example.org) as soon as possible after receipt of the relevant question or report during the business hours (Monday through Friday, 8am to 5pm CET, excluding public holidays at andworks' registered office). andworks will not provide first-level-support.
andworks provides Customers with an online documentation. No further support will be provided by andworks except by special arrangement and for an additional fee.
If a failure reported by Customer was caused by misuse of TranslatorApp, use of TranslatorApp not in accordance with its intended purpose, non-compliance with operating instructions, or by third-party hardware or software used by Customer, andworks is entitled to charge Customer at its standard rates for the time and effort incurred with the analysis and processing of Customer’s request for failure removal.
andworks grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable worldwide right to access and use TranslatorApp during the Term for Customer’s own business purposes in accordance with the purposes and intended use of TranslatorApp, and strictly in compliance with this Agreement (Right of Use).
The Right of Use relates to the most current version of TranslatorApp made available by andworks, and it is limited to the Subscription of TranslatorApp to which Customer subscribes at any time during the Term.
The right of Use is limited to the connected system (Akeneo PIM). There can be multiple users within the interconnected system. In the event that the translations made by Customer using the TranslatorApp are deemed to be protected under copyright laws to the benefit of andworks, andworks grants to Customer, upon creation of such translations, all excusive, transferable, sublicensable, worldwide perpetual rights to use the translations without limitation and for any existing or future types of use, including without limitation the right to modify the translations and to create derivative works.
All rights regarding the content, content remains with Customer. However, Customer grants andworks a non-exclusive worldwide right to use the content solely in order to provide andworks’s services to Customer. In particular, Customer grants to andworks the right to temporarily store, modify, process, translate and transmit the content, and to sublicense the foregoing rights to its subcontractors, to the extent required to provide the services set out in this Agreement.
andworks does not assume any copyrights to the translations made by Customer using the TranslatorApp.
Copyright and other intellectual property laws protect TranslatorApp. andworks reserves all rights not expressly granted under this Agreement. Nothing in this Agreement shall be construed to impair, preclude or prohibit andworks from continuing to develop, use or commercialize the TranslatorApp platform.
Customer shall not, and shall not permit any third parties to rent, lease, lend, resell, or transfer TranslatorApp or any part thereof; modify or create derivative works based on TranslatorApp; disassemble, decompile or reverse engineer TranslatorApp; or work around technical limitations of TranslatorApp or security measures incorporated therein; except (in each case) to the extent applicable law permits Customer to do so.
During the Term, andworks shall make TranslatorApp available on the server infrastructure (Cloud Infrastructure) of provider selected by andworks. Customer will be able to access the TranslatorApp via the web.
andworks will provide access to Customer through the connected system Akeneo PIM. Customer decides on its own responsibility which persons within its organization may access and use the TranslatorApp (Users). Customer is solely responsible to take adequate and effective precautions to protect the access credentials from misuse or unauthorized access.
Customer is obliged to control Users’ access to TranslatorApp and shall ensure Users use TranslatorApp strictly in accordance with this ToU as well as applicable laws and will not infringe any third-party rights (e.g., copyrights, other intellectual property rights or personality rights) when using TranslatorApp. In particular, Customer may not, and will not allow third parties (Users) to use the TranslatorApp, Documentation or other data, information or service provided by andworks unless expressly authorized by andworks in written form
andworks may at any time amend or specify the aforementioned obligations in the ToU or in an Acceptable Use Policy and to make it available on its websites or when accessing TranslatorApp.
Customer shall ensure that it or the Users will not disclose access data (e.g., user identification or password) to any unauthorized persons and that these are stored carefully and adequately protected from access by third parties.
Customer is responsible for the provision of their own internet connection.
Customer is obligated to observe all legal requirements for the collection, processing and use of data which is transmitted to and processed by andworks for Customer in connection with the provision of the TranslatorApp. In particular, Customer shall not use the TranslatorApp for the translation of content containing personal data or confidential information of any kind.
Customer shall pay andworks the agreed subscription fee for the use of TranslatorApp in advance (Subscription Fee).
andworks reserves the right to increase the Subscription Fee to reflect changes in market conditions, fee increases by the translation service provider, cloud infrastructure provider, extended functionality, improved performance or other improvements to TranslatorApp or any Modules thereof. The changed Subscription Fee will become effective with the next billing period.
An advance payment is required for online subscription purchases on the website. In the ordering process, Customer shall only have such payment options as are made available by andworks. For the payment processing, andworks use a third-party provider (e.g., stripe), which processes the payments for andworks. If necessary, Customer may be redirected to such a third-party provider to make the payment, in which case, the payment provider's terms and conditions of settlement shall apply. When making a purchase on the website, Customer is required to accept these ToU, including the terms of payment and delivery.
Without a notice of termination (see Section 16), subscriptions are automatically renewed after each subscription period.
In cases in which andworks does not require an advance payment, andworks invoices are due for payment by Customer within twenty (20) days as from the invoice date. If Customer fails to pay any amount invoiced and not subject to a good faith dispute within that period, andworks will notify Customer in writing and set a short deadline for payment. Customer shall be considered in default upon receipt of such notice.
If Customer disagrees with any invoice submitted by andworks or any portion thereof, Customer will immediately notify andworks accordingly in writing.
In case an undisputed amount of the fees charged remains unpaid, andworks shall be entitled to charge Customer late payment interests at the eight (8%) per annum, calculated as from the date Customer is in payment default.
Customer is not entitled to set off the obligation to pay andworks against counterclaims.
If Customer defaults on payment for the agreed services or any portion thereof and fails to make payment despite receiving a formal notice, the contractual relationship may be terminated by andworks with immediate effect or andworks may block access to the TranslatorApp until the outstanding amount is paid in full.
andworks warrants that the version of TranslatorApp made available to Customer at any time will perform substantially as described in the Service Description.
In the event of a breach of the warranty pursuant to this Section, Customer’ sole remedy shall be to request, by contacting andworks through the support email that andworks remove the failure identified and documented by Customer or to restore availability. In order to remove the failure, andworks may correct or replace the part of TranslatorApp that causes the failure or replace the current version of TranslatorApp with a new version.
andworks warrants that it has the right to grant the Right of Use granted in this ToU, and that Customer shall have the right to access and use TranslatorApp in accordance with this ToU. In the event of a breach of this warranty, andworks’ sole obligation shall be, at andworks’s choice, (i) to procure additional rights to grant the Right of Use to Customer, or (ii) to replace or modify the part of TranslatorApp that causes the breach. If neither of the foregoing is a commercially reasonable means to allow Customer to continue to access and use TranslatorApp, andworks may withdraw TranslatorApp immediately.
The preceding warranties are the exclusive warranties that andworks provides in relation to TranslatorApp; they expire upon expiry of the Term for any reason. andworks expressly excludes all other warranties, representations, guarantees and remedies of any kind, whether express, implied, statutory or otherwise regarding TranslatorApp. andworks does not warrant uninterrupted or failure-free availability of TranslatorApp, or that andworks will remove all failures. In addition, andworks disclaims any warranties of merchantability and fitness of TranslatorApp for a particular purpose that is not in accordance with the purpose referred to in the Service Description, or any conditions of satisfactory quality or that TranslatorApp meets Customer’s requirements. The foregoing exclusions and disclaimers shall apply to the maximum extent permitted by applicable law.
If a third-party claims that Customer’s use of TranslatorApp in accordance with this ToU infringes on their copyright or patent (Third-party Claim), andworks shall at its own cost defend Customer or, at its option, settle the dispute. Further, andworks shall hold Customer fully harmless from and against, and shall fully indemnify Customer for, any Third-party Claim.
andworks duty to defend, indemnify and hold Customer harmless, thereby, is limited to Third-party Claims notified during the term of the ToU. It is subject to (i) timely written notification of the Third-party Claim by Customer to andworks, (ii) authorization by Customer of andworks to defend the Third-party Claim or, at andworks’s option, to settle, (iii) the prompt provision of adequate assistance upon andworks requests from the moment andworks takes over the case from Customer, (iv) and Customer’s compliance with andworks’ instructions to refrain from any further use of TranslatorApp or the infringing parts thereof.
andworks’ liability for any damages, whether derived from torts or breaches of contract (Damages) in connection with Customer’s access and use of TranslatorApp shall be limited to the amount of CHF 1’000.00 (or equivalent) per calendar year. The foregoing limitation shall not apply to Damages caused by unlawful intent or gross negligence.
To the maximum extent permitted by law, andworks shall not be liable, in any event, to Customer and its directors, officers, employees, shareholders, affiliates, suppliers, contractors, agents and representatives for any consequential or indirect damages, including without limitation lost profits, loss of use, cost of procurement of substitute goods or services or for any indirect, or punitive or other non-compensatory damages.
Customer agrees to diligently defend, and to hold harmless and indemnify andworks, and its directors, officers, employees, shareholders, affiliates, suppliers, contractors, agents and representatives from and against any and all liability, claims lawsuits, losses, demands, damages, costs and expenses, including without limitation attorney’s fees and costs (Losses), arising directly or indirectly from any breach of Customer’s obligations arising from this ToU.
Customer and andworks shall be individually and separately responsible for complying with data protection laws that apply to their respective processing of personal data in connection with the use of TranslatorApp.
Customer guarantees not to collect, process or use any personal data in connection with the TranslatorApp without the consent of the data subject or sufficient other legal grounds. Customer shall not use the TranslatorApp for the translation of content containing personal data or confidential information of any kind.
andworks may suspend or limit Customer’s access to and use of TranslatorApp during any breach of ToU, andworks reserves the right to revoke Customer’s Right of Use in the event of Customer’s continued breach, provided Customer fails to remedy such breach within ten (10) days of receipt of andworks’ non-compliance notice.
If andworks suspends, limits or revokes Customer’s Right of Use for any reason, Customer is prohibited from registering or creating a new access through the connected system.
The Agreement is concluded for an indefinite period of time.
This ToU shall be binding and enters into force when duly signed by both Partis or when accepted during the signup or registration process and shall continue to be in force thereafter, unless terminated as provided herein.
If the Parties agree to a fixed term (subscription period), the term shall be automatically extended by the agreed fixed term unless the Agreement is terminated prior to the end of the fixed term.
Either Party is free to terminate the Free Plan at any time.
The Free Plan and subscription can be unsubscribed at any time under Settings. The subscription ends at the end of the paid subscription period. Either Party may terminate this ToU at any time:
Upon the termination of the Services and/or this ToU (i) the Right of Use granted herein will terminate and (ii) Customer shall immediately cease any and all use of TranslatorApp.
andworks may change this ToU at any time and will notify Customer if it does. Customer’s continued use of TranslatorApp means that Customer agrees to the changes.
This ToU shall be exclusively governed by and construed in accordance with the laws of Switzerland. Its conflicts of laws rules and the provisions of the U.N. Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
All disputes arising out of or in connection with this ToU shall be resolved exclusively by the ordinary courts in Brugg, Switzerland, without prejudice to andworks right to bring such dispute before a court, which would otherwise have jurisdiction absent this provision.
andworks’ failure to exercise, or delay in exercising any right, power or remedy in connection with this ToU shall not in any way constitute a waiver thereof. Any express waiver of any breach of this ToU shall not be deemed a waiver of any subsequent breach.
If one or more provisions of this ToU should be or become invalid or unenforceable, or should an unintended gap become evident in the implementation thereof, this shall not affect the validity of the remaining provisions. andworks and Customer shall replace the invalid or unenforceable provision or, respectively, fill the unintended gap with a legally valid and enforceable provision matching the economic purpose of the original provision as closely as possible.
andworks and Customer are independent contractors and nothing in this ToU shall be construed as creating a joint venture, employment or agency relationship between andworks and Customer.
Customer agrees that it shall not assign this ToU either in whole or in part to any third party.