Business Services Terms of Service

Last updated on 29 April, 2019
 

Click here to download our Business Services Terms of Service in a PDF document


 

CONTENTS

I. PROVIDER DETAILS 
II. SCOPE OF THE TERMS OF SERVICE 
III. PROVISION OF SERVICE. SUBCONTRACTING 
IV. REIMBURSEMENT OF COSTS. TRAVEL EXPENSES 
V. INTELLECTUAL PROPERTY 
VI. SUPPORT 
VII. WARRANTY AND INDEMNIFICATION 
VIII. NO LICENSE 
IX. OWNERSHIP OF DATA. CONFIDENTIALITY 
X. PROCESSING AND PROTECTING PERSONAL DATA 
XI. TERMINATION OR SUSPENSION 
XII. MISCELLANEOUS TERMS, LITIGATION, AND JURISDICTION 
 

I. PROVIDER DETAILS

 
 

1. Registered details of provider

memoQ Translation Technologies Ltd.
registered seat: Mester u. 12. I/1., Budapest, 1095 Hungary
registry court: Fővárosi Törvényszék Cégbírósága (Company Registry Court of the Court of Budapest)
registry number: Cg. 01-10-140071
Tax number: 25429356-2-04
EU VAT ID: HU25429356
contact point: sales@memoq.com
website address: https://www.memoq.com
(hereinafter referred to as ‘Provider’ or ’memoQ’)

2. Availability of the Business Services Terms of Service in force:

The Business Services Terms of Service of the Provider as in force are always published on the website of the Provider (https://www.memoq.com/legal/terms-of-service), in a form that can at all times be re-trieved, printed, and copied. In addition, in an e-mail sent to the customer support address, Customers may request that Provider send them an electronic copy of the General Terms of Service.
 

II. SCOPE OF THE TERMS OF SERVICE

 

3. These Terms of Service apply to the following Business Services provided by the Provider (hereinafter referred to as Service):

a) Implementation Services: Planning and customization of application deployment and settings (filter configurations, segmentation rules, templates, auto-translation rules etc.)
b) Translation Technology Audit and Advisory: Consultancy about the translation and localization workflow utilizing or in relation to memoQ products; auditing internationalization, localization, and translation processes and workflows (including the service known as ‘sanity check’)
c) Translation Workflow Automation: Planning, implementing, and op-timizing internationalization, localization, and translation processes and workflows utilizing or in relation to memoQ products, also in or-der to improve existing implementations. This includes planning and implementing proposed memoQ server systems.
d) Standard or custom online or on-site training on memoQ products
e) Custom development of program code interacting with, preparing data for, or building on top of memoQ products
f) System Integration: Planning and implementing complex translation and localization automation processes, workflows, and systems by connecting third-party systems and technology to memoQ products or services

4. These Terms of Service do not apply to the following:

a) licensing memoQ products to Customer: for terms and conditions thereof, refer to the End-User License Agreement;
b) customer support and upgrades to memoQ products;
c) subscription to an installed or a cloud-based memoQ server;
d) hosting a memoQ server computer.
For terms and conditions of the services listed in b)-d), refer to the Gen-eral Terms of Service.
5. Parties to the Service Agreement are the Provider and the Customer: These Terms of Service apply to customers using or purchasing services listed in Paragraph 4. Customer is an individual or an organization that uses services listed in Paragraph 4 as part of, in relation to, or to the di-rect benefit of their profession, trade, or business activity.
6. These Terms of Service provide details about the rights and obligations of the Customer and the Provider, pertaining to the Services listed in Paragraph 4.
 

III. PROVISION OF SERVICE. SUBCONTRACTING


7. Parties agree that a Business Services Agreement must be done in writing and bear a physical or electronic signature of both Parties.
8. The services listed in Paragraph 3 (comprising the ‘Service’) are not automatically available with the purchase of a memoQ product or a ser-vice listed in Paragraph 4. Provider offers, and Customer orders the Ser-vice according to a specific agreement, following an offer by Provider, which the Parties shall negotiate and mutually agree to.
9. Customer acknowledges and accepts that, over time, the scope of the Service may prove different from the original estimate that Provider’s offer was based on. This may result in significantly higher costs than originally offered.
10. The scope of the Service must be agreed or modified in writing only. The scope of the Service comprises of the following:
a) the time and effort required to complete the Service
b) the required contents of the Service
c) the cost or price of the Service.
11. Provider agrees to notify Customer in the event the scope of the Service significantly changes. In this case, Provider may suspend work and give an updated offer to Customer. Provider shall continue work following a negotiation and a new agreement with Customer. Parties agree to up-date the written Business Services Agreement with every change in the scope of the Service.
12. Provider shall provide the Service in a timely manner and using the best expertise available. In the event Provider fails to keep the deadline or the contents of the Service are reduced, and the agreement between Parties is not modified according to Paragraph 11, penalties may apply as set forth in the Business Services Agreement.
13. With the prior written consent of Customer, Provider may involve sub-contractors in providing the Service. In the event of subcontracting, Pro-vider must communicate the name and profile of the subcontractor as well as the nature of the subcontracting to Customer. The Business Ser-vices Agreement must be modified to reflect the fact and nature of sub-contracting. All costs and administration activities related to subcon-tracting shall be Provider’s responsibility.
 

IV. REIMBURSEMENT OF COSTS. TRAVEL EXPENSES

 
14. Provider represents and warrants that they have all staff, equipment, and intellectual properties required to perform the Service. All costs and administration effort relating to the Service shall be Provider’s responsi-bility.
15. As an exception to Paragraph 14, Provider may charge Customer for the cost of specific equipment, intellectual property, or subcontracting, pro-vided that
a) Provider can prove and document that the foregoing equipment, in-tellectual property, or subcontracted service was necessary to pro-cure exclusively for the Service performed for Customer,
b) In the Business Services Agreement, Parties agree to the possibility of such extra charges, even if the extent of such additional charges is not further specified.
16. In order to perform the Service, it may be necessary for Provider’s personnel to travel to Customer’s premises, or for Customer’s personnel to travel to Provider’s premises.
a) If Customer requires Provider to travel, or Parties previously agree to traveling, Provider may charge Customer for the costs of travel and accommodation. Parties may set a cap to such costs in the Busi-ness Services Agreement.
b) If, during the term of the Agreement, Provider deems it necessary to travel to Customer’s premises, or for Customer’s personnel to travel to Provider’s premises, Provider may only charge Customer for the costs if Customer agrees to this.
c) If Customer deems it necessary to travel to Provider’s premises, all the costs and administration are Customer’s responsibility.
 

V. INTELLECTUAL PROPERTY


17. All intellectual property created by Provider, their staff, or subcontrac-tors, remains the property of the original creator. Provider shall have exclusive, unrestricted, non-expiring, and transferable rights to use all intellectual property created or transferred to Customer as part of the Service.
18. Provider grants Customer a non-exclusive, non-transferable license to any and all intellectual property created and transferred to Customer as part of the Service.
19. To customized configuration data and individually developed software or program code, the terms of the End-User License Agreement shall ap-ply, with the following exception: Customer may reverse engineer or modify the configuration data or the custom software or program code for the sole purpose of better integration into their internal operations. Customer acknowledges and accepts that, following the modification of the program code received from Provider, Provider may be unable – and shall not be required to – provide support for the affected program code.
20. Provider agrees to supply sufficient documentation or training about any customized data or program code so that Customer may be able to use and modify it without Provider’s intervention.
21. From the intellectual property received as part of the Service, Customer may not develop and publicly offer any derivative software products without Provider’s express, prior, written consent. This restriction ap-plies to licensed software as well as software offered in the form of a service. Customer acknowledges and accepts that such use is subject to a separate agreement between Customer and Provider, and is not avail-able at the standard service or license fees.
22. Customer may not redistribute or repackage the intellectual property received as part of the Service, neither directly, nor in a derived form, for third parties as a service or software product offered by Customer, except for the purpose of offering an online service to provide language services to end-users. Customer acknowledges and accepts that such use is subject to a separate agreement between Customer and Provider, and is not available at the standard service or license fees. 
23. Customer represents and warrants that they are not a direct competitor of Provider, or affiliated with a direct competitor of Provider in any manner. For the purpose of these Terms, a ‘competitor’ is an organiza-tion that develops and offers translation productivity technology (except if this activity is restricted to machine translation or business manage-ment). ‘Affiliated’ means one of the following: one party owned by the other (either in full or in part); one party controlling another; one party having an employee or contractor who is a board member or executive officer in the other party; parties that have explicit and exclusive part-nership agreements. If Provider receives evidence that Customer is, or aims at, providing translation productivity technologies (except for ma-chine translation or business management) to third parties, or is or plans to be affiliated to such an organization, Provider may terminate the Business Services Agreement with immediate effect, without refund-ing any service fees.
 

VI. SUPPORT


24. Following the completion of the Service, Provider agrees to be available to Customer for one year to make changes or corrections, or to answer questions relating to the Service. Provider shall offer support through their helpdesk system, according to the terms of the General Terms of Service (see Helpdesk rules).
25. Unless Parties agree otherwise, Provider will provide support at a previ-ously agreed person-day fee. Such support is not part of the general Support and Maintenance agreement normally available with licensed memoQ products or subscriptions.
 

VII. WARRANTY AND INDEMNIFICATION


26. Parties acknowledge that, considering the limited time and the limited scope and possibility to perform quality assurance, it is not possible to offer the same level of warranty as with regular memoQ products or services. However, Provider agrees to use the best available expertise and workmanship to perform the Service and offer post-completion sup-port as detailed in the Business Services Agreement.
27. However, Provider recognizes the possibility of data loss and other damages while the Service is being performed. If such loss of data or functionality, or other direct damage occurs, and Provider’s responsibil-ity is proven by Customer, and the foregoing loss causes loss of business or revenue for Customer, Provider shall be liable for the damages. If the extent and amount of the damage can be documented, and it is proved that the damage is exclusively the result of Provider’s fault, misconduct, or neglect, and it is also proved that the damage cannot be averted or mitigated in any other way, Provider shall be liable to the entire amount of the damage, through Provider’s professional liability insurance. If the extent of damage cannot be documented, Provider shall be liable for a maximum of the purchase price of the licensed products affected by the attempt to perform the Service.
28. Provider’s liability is expressly and entirely waived in the following cases:
a) if Customer is using a non-documented workflow or functionality, or
b) Customer was specifically advised against the workflow or method-ology they are using, especially if Customer was warned of the po-tential damages, or
c) Customer provides incorrect, false, or inadequate parameters for the Service, or
d) while the Service is being performed, Customer changes the pa-rameters of the Service or their systems without properly notifying or agreeing with Provider, or
e) Customer interferes with Provider’s activity to perform the service in a manner that significantly hinders or otherwise affects the out-come or the output of the Service, or
f) Customer previously rejected Provider’s offer of consultancy, ‘sanity check’, training, or any other form of business services, or ignored the advice or consultancy received from these services, or
g) Customer allowed untrained or unauthorized personnel to access and manage their systems, or
h) Customer denies sufficient access to their systems to Provider, or refuses or fails to supply sufficient data for Provider to investigate the claim, or
i) Customer refuses, neglects or prevents the upgrade or the update of their systems to the latest supported version and build, although the upgrade or update was published and offered to Customer by Provider in a timely manner.
29. Provider represents and warrants that they at all times have and main-tain a valid professional liability insurance to cover damages relating to the Services under these General Terms of Service, of an aggregate damage coverage of a minimum of 1 million USD.
 

VIII. NO LICENSE


30. The Service does not include licenses that would allow Customer to operate a memoQ Server or any other memoQ product on their premis-es or by which Customer may access and use the Server. Licenses are subject to a separate End-User License Agreement, to be concluded sep-arately. The End-User License Agreement is available on the Provider’s website at https://www.memoq.com/legal/end-user-license-agreement.
 

IX. OWNERSHIP OF DATA. CONFIDENTIALITY


31. All data accessed by or transferred to the Provider from the Customer (‘Data’) in relation to the Service are exclusively owned by Customer.
32. Provider must not to store, process, or otherwise use the Data for any purposes other than the performance of the Service.
33. Provider shall not make available any received Data to unauthorized third parties. In addition, Provider shall make every effort to protect Customer’s data from unauthorized access. Provider shall not copy, pub-lish, or otherwise make available received Data to unauthorized third parties.
34. Customer recognizes that, during the term of the Business Services Agreement, Provider may also share sensitive or confidential data, doc-uments, or other information. Customer agrees to treat such data as confidential, and not disclose it to any third parties or unauthorized per-sonnel without Provider’s prior written consent. The confidentiality obli-gation does not apply to information that was independently disclosed by Provider or a third party, or was available to the public before disclo-sure by Customer. Any other information, unless deemed otherwise by Provider, must be treated as confidential.
 

X. PROCESSING AND PROTECTING PERSONAL DATA


35. Provider shall treat and manage all personal details related to Customer – or in the data transferred by Customer – confidentially, observing privacy regulations specified by domestic data protection law; Regulation 2016/679/EC of the European Commission (GDPR); and Provider’s Privacy Policy, available at all times at this Web address: https://www.memoq.com/en/privacy-policy.
36. By entering into a Business Services Agreement, Customer agrees to give consent to Provider to store and process personal data for the pur-poses listed in the Privacy Policy (https://www.memoq.com/en/privacy-policy).
37. Provider shall not forward Customer’s personal data to unauthorized third parties, and shall not employ third-party data processing agents without entering into a Data Processing Agreement with them. Provider shall have the right to store and manage such data according to the data retention rules in the Privacy Policy. The Privacy Policy also lists the third-party data processing agents currently in use.
38. Provider’s regular subcontractors shall count as authorized third parties and shall be allowed to access the Data on Servers or cloud servers in Customer’s use, as well as Customer’s personal details. The access shall be granted solely for the purpose of problem resolution, and to the min-imum extent that is required to resolve the problem. Provider repre-sents and warrants that it has entered into sufficient non-disclosure agreements with all regular subcontractors.
39. If Customer resides in the European Union, or processes personal data of citizens of the European Union, the rules of Regulation 2016/679/EC of the European Commission (GDPR) may apply to them. In this case, the Data Protection Addendum to the General Terms of Service will auto-matically apply to Customer’s contract with Provider. The Data Protec-tion Addendum, whenever applicable, shall form an inseparable part of these Business Services Terms of Service, and consequently, of all Busi-ness Services Agreements between Customer and Provider. (The Data Processing Addendum is available at https://www.memoq.com/Kilgray/media/Download/memoQ-Data-Processing-Addendum-Nov-2018.pdf.)
40. If Customer is accessing third-party online services through a licensed memoQ product, that shall not count as data collection performed by Provider. Provider shall not be responsible for the collection and pro-cessing of data by third parties where Customer registers or subscribes directly for the third-party service (such as a machine translation pro-vider). When using such third-party services, the terms and conditions and the privacy policies of the owner or operator of the third-party ser-vice shall apply.
 

XI. TERMINATION OR SUSPENSION

 
41. No ordinary termination: Parties agree that they will not terminate the Business Services Agreement without mutual agreement.
42. The Business Services Agreement automatically terminates when the work agreed therein is completed, and the post-completion support pe-riod expires. The confidentiality clauses will survive this termination by 2 (two) calendar years.
43. Customer may terminate the Business Services Agreement in the event that Provider, for reasons exclusively attributable to Provider, exceeds the final deadline for the Service by more than 30% of the estimated du-ration (but by a minimum of two weeks) without properly notifying Cus-tomer of the foreseeable delay and offering an amendment of agree-ment reflecting the change. Before such termination, Customer agrees to consider alternative remedies whenever such remedies are possible.
44. Provider may terminate the Business Services Agreement if Customer changes the parameters of the Service or their systems in a manner that hinders or otherwise adversely affects the outcome, required time, or output of the Service. Before such termination, Provider agrees to con-sider alternative remedies whenever such remedies are possible.
45. Each Party may terminate the Business Services Agreement with imme-diate effect if the other Party commits a material breach of the terms herein, or they learn of a circumstance that prevents the successful completion of the Service. Such termination must be properly supported by documentation and evidence, and an alleged material breach must clearly be attributable to the offending Party.
46. If the Business Services Agreement stipulates advance payment or mid-term payments, Provider may suspend working on the Service in the event the payment is overdue by more than two weeks. If any payments from Customer’s end are overdue by more than 45 days, Provider may terminate the Business Services Agreement with immediate effect.


XII. MISCELLANEOUS TERMS, LITIGATION, AND JURISDICTION

 
47. In addition to the terms herein, Parties agree to co-operate in general. Parties agree to pro-actively communicate any circumstances that af-fect the completion of the Service, and share all necessary information deemed essential in relation to the Service.
48. By concluding the Business Services Agreement, Provider represents and warrants that it possesses sufficient infrastructure, or access thereto, and sufficient expertise and personnel necessary to provide the Service defined in these Business Services Terms of Service in compliance with the terms set forth herein.
49. By concluding the Business Services Agreement, Customer represents and warrants that it possesses the authorization necessary to engage in the Agreement, and to transfer data necessary to use the Service over the network to Server or to the Service, and that this operation does not infringe the rights, including, but not limited to, privacy, confidentiality, and intellectual property rights, of third parties.
50. Terms and conditions relating to privacy and data protection are gov-erned by Hungarian law and EU legal standards, particularly by the Hungarian Personal Data Protection Code that governs the processing of personal data. Furthermore, recognizing the global nature of the inter-net, Customer agrees to comply with all local laws including, without limitation, laws about the Internet, data, email, or privacy. Specifically, Customer agrees to comply with all applicable laws regarding the transmission of technical data exported from the country in which Cus-tomer resides. Customer shall indemnify Provider from any legal, mate-rial, or substantial consequences of the event that Customer fails or ceases to meet the above conditions.
51. In addition to these Business Services Terms of Service, Parties shall comply with the laws and regulations of the respective countries of their registration, as well as the country where the Servers hosting the Ser-vice are being operated. At Customer’s request, Provider shall send in-formation about the countries where the Servers operate.
52. Terms and conditions of these Business Services Terms of Service and the Service Agreement are governed by the laws of Hungary. Any dis-pute regarding these General Terms of Service and/or the Service Agreement shall be decided by a competent ordinary court of law of Hungary.
53. If any provision of the Business Services Agreement or these Business Services Terms of Service is declared to be invalid, illegal, or unenforce-able by a Court of competent jurisdiction, said provision shall be severed from the Business Services Agreement or these Business Services Terms of Service, while all other provisions shall remain in full force and effect.