Terms of Service
Version 1.0, June 2022
These terms represent an agreement between you and Locale Europe Ltd (registered in England and Wales under company number 12769723) trading as ‘Locale’ (we/us) regarding use of the Locale multi-lingual localization and translation platform (Platform) by the individual or entity that has entered into an agreement with a partner of Locale for the purposes of accessing and using the Platform (you/your). You will be asked to confirm that you have read and accept these terms when being granted with to the Platform. If you have any questions regarding these terms, please email firstname.lastname@example.org.
Your access to the Platform:
- Your continued access to the Platform is subject to you and any users granted access to the Platform by you (Authorised Users) complying with these terms. We may suspend or terminate access to our Platform if you or any Authorised Users breach any of these terms. In such circumstances, we will give you reasonable prior notice of suspension or termination unless we need to suspend or terminate your access to the Platform without notice to ensure the security and stability of the Platform.
- You shall treat (and ensure that any Authorised Users treat) account credentials as confidential and not share them with anyone else. If we know or reasonably suspect that any account credentials have been compromised, we may suspend access to any account and reset them. In such circumstances, we will notify you of any action taken.
- You should let us know as soon as you become aware that any account credentials may have been compromised by email to email@example.com.
Integration with Third-Party Applications:
- You acknowledge that we do not have any control over the availability of or interoperability with your technical environment or any third-party products or services that are integrated with the Platform for the purposes of collecting and processing content objects uploaded to the Platform uploaded by you (Third Party Applications).
- We will not be liable to you for any delays, delivery failures, conversion errors or any costs, damages or losses of any nature (whether direct, indirect or consequential) arising out of or in connection with any defect in your technical environment or the unavailability of or any defect with Third Party Applications (including any application programming interfaces provisioned by such Third Party Applications).
- In relation to any Third Party Applications, you: (i) agree that you are solely responsible for obtaining, paying for and complying with the terms of any licences or other agreements in respect of such Third Party Applications; (ii) acknowledge that we do not endorse or approve of any Third Party Applications, nor do we represent or warrant that any Third Party Applications will be available at any time; and (iii) agree to fully indemnify us and our officers, employees and other personnel from and against any and all costs, damages or losses of any nature (whether direct, indirect or consequential) incurred as a result of your use of the Platform in conjunction with any Third Party Applications infringing the intellectual property or other rights of any third party.
- Acceptable use of the Platform: Except to the extent permitted by applicable law or by these terms, you shall not (and shall ensure that your Authorised Users will not):
- upload any content or data which: (i) infringes the intellectual property rights of any third party; (ii) contains bugs, viruses or other malicious or technologically harmful code; (iii) includes the image of any person who has not consented to the use of their image; (iv) is unlawful, harmful, misleading, threatening, defamatory, seditious, obscene, indecent, pornographic or sexually explicit, harassing, discriminatory, in breach of confidence or someone’s privacy; or (v) is otherwise illegal, harmful or causes damage, embarrassment or loss to us or any other person;
- copy, distribute, display publicly, sell, licence, assign, transfer, disclose or in any way commercially exploit any part of the Platform (except to provide language services in the ordinary course of your business);
- permit use of the Platform in any manner by any third party (including permitting use in connection with any outsourced or similar service to third parties or making the Platform available to any third party or allowing or permitting a third party to do so);
- combine, merge or otherwise permit the Platform to become incorporated in any other application, program or service, or arrange or create derivative works based on it (in whole or in part);
- attempt to reverse engineer, observe, study or test the functionality of or decompile the Platform; or
- access or use the Platform to develop or support, or assist a third party to develop or support, any products or services in competition with the Platform.
- Any breach of these restrictions by you or any Authorised User will constitute a material breach of these terms.
Intellectual property rights:
- All copyright, design rights, rights in computer software, service marks, trade marks, patents, know-how and trade secrets and any similar rights (whether existing now in the future anywhere in the world and whether registered or unregistered) (Intellectual Property Rights) in and to the Platform belong to and will remain vested in us or our licensors and except as set out in these terms, nothing in these terms grants you any right, title or interest in or to any Intellectual Property Rights in respect of the Platform. We have no obligation to deliver copies of any software comprised in the Platform to you.
- All Intellectual Property Rights in and to any content uploaded to the Platform by you (Customer Content) belong to and will remain vested in you or your respective licensors and except as expressly set out in these terms nothing in these terms grants us any right, title or interest in or to any Intellectual Property Rights in respect of any Customer Content.
- You hereby grant us a royalty-free, non-transferable, non-exclusive licence for us to copy and process the Customer Data to the extent necessary to provide the Platform.
- If you provide any feedback to us (including comments, ideas, improvements or suggestions), you hereby assign all right, title and interest in and to such feedback to us and acknowledge that we will be entitled to use, implement and exploit any such feedback for any purposes whatsoever without any obligation of confidentiality, attribution, accounting or compensation.
- Both parties will comply with all applicable legislation and regulatory requirements of the United Kingdom and European Union relating to privacy and the protection of personal data (Data Protection Legislation) including the Data Protection Act 2018, Regulation 2016/671 (the General Data Protection Regulation) (GDPR) and the UK GDPR as defined in section 3(10) (as supplemented by section 205(4) of the Data Protection Act 2018. In this clause 8 the terms personal data, process (and any similar expression) data subject, controller, processor and personal data breach have the meanings given to them in article 4(1) of the GDPR.
- In relation to any personal data provided by you for the purposes of creating accounts for Authorised Users, we will be the controller in respect of such personal data and will only process such personal data for the purposes of providing access to the Platform, enforcing our rights and performing our obligations under terms.
- In relation to any personal data comprised in the Customer Content, for the purposes of these terms, you will be the controller and we will be a processor.
- Without affecting your obligation under clause 8(a), you shall ensure that you have all necessary and appropriate consents and notices in place to enable the lawful transfer of any personal data to us for the duration and purposes of these terms.
- Without affecting our obligation under clause 8(a), we shall, in relation to any personal data processed by it under this agreement: (i) process personal data only on your written instructions unless we are required by applicable law to otherwise process that personal data (in which case we will promptly notify you of this before performing the processing required unless those applicable laws prohibit us from doing so); (ii) ensure that we have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; (iii) ensure that all personnel who have access to and process personal data are obliged to keep the personal data confidential; (iv) assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (v) notify you without undue delay and in any event within 48 hours of becoming aware of any personal data breach; (vi) at your written direction, delete or return personal data to you on termination of the agreement between us unless required by applicable law to store the personal data; (vii) maintain complete and accurate records and information to demonstrate our compliance with this clause 8 and allow for and contribute to audits and inspections by you in respect of our obligations under this clause 8; and (viii) immediately inform you if, in our opinion, any instruction infringes the Data Protection Legislation.
- You consent to us appointing Amazon Web Services (AWS) as a third-party processor of personal data under this agreement. We confirm we have entered into a written agreement with AWS incorporating terms which are substantially similar to those set out in this clause 8. As between you and us, we will remain fully liable for all acts or omissions of AWS as though they were our own.
Our liability to you:
- Nothing in these terms limits any liability which cannot legally be limited.
- Subject to clause 9(a), we will not be liable to you for any direct, indirect or consequential losses of any nature relating to your use of the Platform. If you incur any costs, damages or other losses in connection with your use of the Platform, your sole remedy will be against the partner that has entered into an agreement with us for the purposes of providing you with access to the Platform.
- Subject to clause 6(a), all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
- You agree that we may publish your name and logo on our website as a user of the Platform. If you cease to be a user of the Platform, you may ask us to remove your name and logo at any time in writing and we will do so promptly.
Communications between us
- When we refer to written or in writing in these terms, this includes email. Any notice or other communication given under or in connection with these terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email. A notice or other communication is deemed to have been received: (i) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9am on the second working day (in the place of receipt) after posting; or (iii) if sent by email, at 9am the next working day (in the place of receipt) after transmission. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the address. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
Assignment and transfer
- We may assign or transfer our rights or obligations under these terms to any other person or entity without your consent. You may not assign or transfer your rights or obligations under these terms to any other person entity without our prior written consent (such consent not to be unreasonably withheld or delayed).
- We may make changes to these terms and will notify you of such changes before they come into effect.
- If we do not insist that you perform any of your obligations under these terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- Each clause of these terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.
Third party rights
- The agreement between us as set out in these terms is only between you and us. No other person has any rights to enforce any of its terms.
No partnership or agency
- Nothing in these terms constitutes, or will be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
- The language of these terms is English. All documents, notices, waivers, variations and other written communications relating to these terms will be in English. If this agreement and any document relating to it is translated, the English version will prevail.
Governing law and jurisdiction
- These terms are governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with these terms to the exclusive jurisdiction of the English courts (except that we may recover any amounts owed to us through the courts of any relevant jurisdiction). These terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.