CrossLang Machine Translation Gateway Cloud Standard Terms

We agree to contract with you to you on the following terms. These constitute an agreement between us and you and must be read together with any other documents explicitly agreed to be part of this Agreement. Any other terms contained in any other document are excluded unless their inclusion is expressly agreed in writing between us.

1. Definitions

In these terms:

1.1. “we” and “us” means CrossLang NV, a company incorporated in Belgium under number 0869.914.707 and whose registered office is at Amerikagebouw, Kerkstraat 106, 9050 Gentbrugge, Belgium.

1.2. “Authorised User” means your employees, agents and independent contractors who are authorised by you to use the Services;

1.3. “Business Day” means a day other than a Saturday, Sunday or public holiday in Belgium;

1.4. “Initial Term” means the initial term of this Agreement;

1.5. “Intellectual Property” means any and all patents, patent applications, know-how, trademarks, trademark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, or used in connection with this Agreement;

1.6. “Normal Business Hours” means 9.00am – 5.00pm local CET time, each Business Day;

1.7. “Renewal Period” means the period (if any) after the Initial Term;

1.8. “Services” means the subscription services provided by us to you under this Agreement;

1.9. “Software” means the online software applications provided by us as part of the Services;

1.10. “Subscription Fees” means the subscription fees payable by you to us for the User Subscriptions;

1.11. “Term” means the Initial Term together with any subsequent Renewal Period;

1.12. “User Subscriptions” means the user subscriptions purchased by you which entitle Authorised Users to access and use the Services under this Agreement;

2. User Subscriptions

2.1. We grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Term solely for your internal business operations.

2.2. In relation to the Authorised Users, you agree that:

2.2.1. the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of User Subscriptions you have purchased from us from time to time;
2.2.2. you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
2.2.3. you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 5 Business Days of our written request at any time;
2.2.4. you shall permit us to audit the Services in order to establish the use by each Authorised User. Such audit may be conducted no more than once per year (unless we have reasonable grounds for suspicion in which case it may be more often), and shall be at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to interfere substantially with your normal conduct of business; and
2.2.5. if we discover that you have underpaid Subscription Fees to us, then without prejudice to our other rights, you shall pay to us an amount equal to such underpayment within 10 Business Days of the date of our notification to you of the underpayment.

2.3. You shall not:

2.3.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
2.3.1.1. and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or
2.3.1.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.3.2. access all or any part of the Services in order to build a product or service which competes with the Services; or
2.3.3. use the Services to provide services to third parties; or
2.3.4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
2.3.5. attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this clause.

2.4. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.

2.5. You may, from time to time during the Term, purchase additional User Subscriptions in excess of the number already purchased.

3. Services and Term

3.1. We shall, during the Term, provide the Services to you on the terms of this Agreement.

3.2. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance (normally performed outside Normal Business Hours), provided that we have tried to give you reasonable notice in advance.

3.3. Unless otherwise agreed, this Agreement shall last for an initial term of one year. It shall then continue for further periods of one year unless either party shall give to the other at least 30 days’ notice in writing to terminate on the anniversary of its start.

4. Your Data

4.1. You shall own all right, title and interest in and to all of your data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your data.

4.2. We shall not be responsible for any loss, destruction, alteration or disclosure of your data caused by any third party (except those third parties sub-contracted by us to perform services related to your data maintenance and back-up).

4.3. We reserve the right to use anonymised versions of your usage data (but this shall not include any personal data).

4.4. We shall both comply with our respective obligations under data protection legislation. If we are acting as a processor of personal data for you, the provisions set out in the Schedule shall apply to this Agreement.

5. Our Obligations

5.1. We undertake that the Services will be performed with reasonable skill and care.

5.2. If not we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach. We:

5.2.1. do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will meet your requirements; and
5.2.2. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6. Your Obligations

You shall:

6.1. provide us with:

6.1.1 all necessary co-operation in relation to this Agreement; and
6.1.2 all necessary access to such information as may be required by us;

in order to provide the Services, including but not limited to your data, security access information and configuration services;

6.2. comply with all applicable laws and regulations with respect to your activities under this Agreement;

6.3. ensure that the Authorised Users use the Services in accordance with the terms of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

6.4. obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

6.5. ensure that your network and systems comply with the relevant specifications provided to you by us from time to time;

6.6. be solely responsible for procuring and maintaining its network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;

6.7. pay the Subscription Fees to us for the User Subscriptions in advance; and

6.8. acknowledge that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated this Agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services.

7. Intellectual Property

7.1. We warrant to you that no material will be provided by us as part of the Services which infringe any third party Intellectual Property rights. You warrant to us that no material will be provided by you to us for use in the Services which infringe any third party Intellectual Property rights.

7.2. If a claim for the infringement of third party Intellectual Property Rights is made or threatened against either party in connection with material provided by it under this Agreement, it shall indemnify the other against any and all costs, expenses, damages or other losses suffered or payments made by the other in connection with the claim and any associated judgment or settlement.

8. Extent of Liability

8.1. Nothing in this Agreement shall be construed as restricting or excluding the liability of either party for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation.

8.2. Subject to the immediately preceding sub-clause, we shall be liable to you under this Agreement in respect of all direct loss or damage caused by our acts or omissions or those of our employees, agents or sub-contractors, other than Excluded Loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this Agreement). In this clause the expression "Excluded Loss" means all special loss and all third party claims, lost management time, economic loss or other loss of business, production, revenue, profit, goodwill or anticipated savings, anticipated tax mitigation, loss of data, others whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

8.3. Our liability to you under this Agreement, whether in respect of breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed the amount payable by your to us over a 12 month period.

8.4. For the avoidance of doubt, in no event shall either party be liable to the other for any indirect or consequential loss of any nature and howsoever caused.

9. Termination

9.1. Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it, within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.

9.2. Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.

10. Confidentiality

Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees, agents or sub-contractors where such disclosure is required for the performance of the party’s obligations under this Agreement. This clause shall not extend to information which was already in the lawful possession of a party before this Agreement or which is already in the lawful possession of a party before this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall continue after the end of this Agreement.

11. Force Majeure

Neither party shall be liable for any breach of this Agreement caused by matters beyond its reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving a party’s employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.

12. General

12.1. The terms of this Agreement represent the entire agreement between the parties and supersede any previous agreement whether recorded in writing or otherwise.

12.2. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been notified to the party giving the notice.

12.3. No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.

12.4. A person who is not a party to these terms may not enforce any of them under this Agreements (Rights of Third Parties) Act 1999.

12.5. If any dispute arises out of these terms we will both attempt to settle it by mediation in accordance with the procedures in place in Belgium. If the matter is not resolved by negotiation, the parties will refer it to authorized court in Gent, Belgium.

12.6. This Agreement shall be governed by the laws of Belgium and we both agree to submit to the exclusive jurisdiction of the Belgian Courts.

13. Open Source
Schedule Data Processing Obligations

1. In this Schedule

"Data Protection Legislation” means (whilst they are in force):

(i) the EU General Data Protection Regulation (“GDPR”); and

(ii) any successor legislation to the Data Protection Act 2018 or the GDPR and any other applicable laws and regulations relating to the processing of personal data and privacy.

“Personal Data”, “Data Controller”, “Data Processor”, “Data Subject” and “Process” are as defined in the Data Protection Legislation.

1.1. You shall be the Data Controller and we shall be the Data Processor in respect of Personal Data Processed by us on your behalf in performing the obligations under this Agreement. You shall be solely responsible for determining the purposes for which and the manner in which such Personal Data is Processed. However, we shall further be authorised to Process the Personal Data if it is required so to do by the laws of the BELGIUM or of any member of the EU, or by the laws of the EU applicable to us to process Personal Data (“Applicable Laws”). Where we rely on laws of Belgium, or a member of the EU or EU law as the basis for Processing Personal Data, we shall promptly notify you of this before performing the Processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you. You will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of the Personal Data to us and the Processing of the Personal Data by us (or any of our authorized sub-processors) for the purposes of this Agreement.
1.2. We shall both at all times during the term of this Agreement comply with all applicable requirements of the Data Protection Legislation in relation to the Processing of Personal Data.
1.3. Where required to do so by Data Protection Legislation, we will maintain a written log of all Processing of Personal Data performed on your behalf, and provide you with a copy of such log on request. The written log shall include the following information:
1.3.1. the categories of Processing carried out on your behalf;
1.3.2. a list of any transfers of Personal Data to a third party outside the EEA and Belgium (including the name of the relevant non-EEA country and organisation), and documentation of the suitable safeguards in place for such transfers. For the avoidance of doubt, all such transfers are subject always to your consent in accordance with this Agreement; and
1.3.3. a general description of the technical and organisational security measures referred to in this Agreement.
1.4. Where we Process Personal Data on your behalf, we shall, in respect of such Personal Data:
1.4.1. not access or use Personal Data except as is necessary to provide the Services, and then only as reasonably necessary for the performance of this Agreement;
1.4.2. act strictly in accordance with this Agreement and on your written instructions received from time to time;
1.4.3. comply promptly with any request from you to amend, delete or transfer Personal Data;
1.4.4. not disclose Personal Data to any employee, director, agent, contractor or affiliate of ours (“our Personnel”), or any third party, except as is necessary for the performance of the Services, or to comply with applicable laws, or with your prior written consent;
1.4.5. implement and maintain appropriate technical and organisational measures:
(a) to protect the security and confidentiality of Personal Data Processed by us in providing the Services;
(b) to protect Personal Data at all times against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access, or Processing; or
(c) as required under the Data Protection Legislation.
1.4.6. notify you of any request made by a Data Subject under Data Protection Legislation in relation to or in connection with Personal Data Processed by us on your behalf and at all times cooperate with and assist you to execute your obligations under the Data Protection Legislation in relation to such Data Subject requests;
1.4.7. process the Personal Data in accordance with the specified duration, purpose, type and categories of Data Subjects as specified in the Annex to this Schedule.
1.5. We shall within 24 hours, or earlier if reasonably practicable, of becoming aware, notify you in writing of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data. The notice provided will specify:
1.5.1. the categories and number of the individuals and the records concerned;
1.5.2. the likely consequences of the breach;
1.5.3. any steps taken to mitigate and address the breach; and
1.5.4. specify an appropriate point of contact within our organisation who you can contact about the breach.

We must promptly give you the detail you request to allow us to understand the impact of the breach. We will promptly comply with any instructions provided by you, and cooperate with you, in relation to the data breach.

1.6. We will obtain your prior written consent before engaging a subcontractor to Process Personal Data on your behalf. Where that consent is given, it will be conditional upon our having executed a written contract with the third party which contains terms for the protection of Personal Data which are no less protective than the terms set out in this Agreement.
1.7. We shall not, and shall procure that our subcontractors shall not, transfer or Process, any Personal Data outside the EEA and/or Belgium without your prior written consent. You shall notify us of the terms you would require for your consent to be given.
1.8. We shall provide you with such reasonable assistance as you require in relation to any complaints made by Data Subjects or investigations, or enquiries made by any regulator or supervisory authority relating to you or your obligations under the Data Protection Legislation.
1.9. In relation to Personal Data Processed by us under this Agreement, we shall co-operate with you to the extent reasonably necessary to enable you to adequately discharge your responsibility as a data controller under Data Protection Legislation (including in respect of the preparation of data protection impact assessments).
1.10. You shall have the right to audit us and relevant records and materials as necessary to demonstrate our compliance with our obligations under this Agreement and Data Protection Legislation. At any time we will co-operate fully to allow and assist such audits, including on-site inspections of our business premises or processing facilities, conducted by you or your auditor.
1.11. We will tell you immediately if we are asked to do something which might infringe the Data Protection Legislation or other data protection law of the EU or a Member State.
1.12. We shall ensure that any of our Personnel with access to Personal Data are both bound by confidentiality obligations in respect of access, use or processing of such Personal Data, and have received appropriate training.
1.13. At your request, we shall provide a copy of all Personal Data held by us in the format and on the media reasonably specified by you.
1.14. On termination or expiry of this Agreement, at your request, we shall delete or return to you all Personal Data processed by us on your behalf, and we shall delete existing copies of such Personal Data except where necessary to retain such Personal Data strictly for the purposes of compliance with Belgium, EU or EU Member State Laws applicable to us.
1.15. We will each agree to any reasonable amendment to this Agreement required to bring it into line with any amendment to or re-enactment of any Data Protection Legislation, in particular to reflect the GDPR, or to allow each of the parties to comply with any requirement or recommendation of the Information Commissioner or any other data protection or supervisory authority in relation to the Processing of Personal Data.
ANNEX

Data Processing

1.	Subject matter of the processing	The Services
2.	Duration	The Personal Data will be processed during the term of the Agreement and will be deleted immediately post processing.
3.	Nature and Purpose of the processing	The Personal Data described below will be processed by us in the course of providing the Services.
4.	Types of Personal Data processed	Data that you provide.