“Agreement”: the combined terms of service, guidelines, policies and other documents referenced herein.
“Service”: all LingoOwl websites, platforms, related technology and offered services.
“We” or “Us” or “LingoOwl”: LingoOwl as a company, its representatives and any subsidiaries.
“You” or “Customer”: you as a person or the company or legal entity you represent.
“Platform”: LingoOwl’s online portal and platform.
“Account”: the online account where your information is stored and managed and services are ordered.
“User”: a registered user.
“Order”: any order for services created by a customer, and accepted by LingoOwl.
“Supplier”: third-party contractors who engage with LingoOwl and you to provide services.
“Source Material”: source content, guidelines, glossary and other materials provided by You.
“Work”: content created from the source material.
“Affiliate”: any company, entity, corporation, partnership, joint venture, and limited liability companies in which LingoOwl directly or indirectly holds at least a 50% ownership, equity, or financial interest.
1.1 This Agreement applies to all Services provided by LingoOwl to You. All deviations from the Agreement are only valid with LingoOwl’s prior written consent.
2.1 To access the Platform, You are required to register with LingoOwl and warrant that you provide accurate, truthful, and complete registration information (including, but not limited to name, username, e-mail address and a password You will use to access the Service) and to keep your registration information accurate and up-to-date.
2.2 When registering with LingoOwl, You agree not to;
- provide any false personal information or create any Account for anyone other than You without such person’s, company’s or legal entity’s permission; or
- use a username that is otherwise offensive, vulgar or obscene or otherwise unlawful.
2.3 We may refuse registration of, or cancel an Account, without any notice at any time for no reason. You are solely responsible and liable for activity on your Account. You are responsible for maintaining the confidentiality of your password. You are not allowed to use another User’s Account without prior express permission. You are required to immediately notify Us in writing if You suspect unauthorised use of your Account or any other Account-related security breach.
2.4 You warrant that You are of legal age to sign a binding contract and that You are authorised to enter into this Agreement. We may refuse to offer Services to any person, company or legal entity and change its eligibility criteria at any time. You are solely responsible for ensuring that this Agreement is in compliance with all laws, rules and regulations applicable to You and the right to access the Service is revoked where this Agreement or use of the Service is prohibited and, in such circumstances, You agree not to use or access the Services in any way.
2.5 By registering You automatically agree to this Agreement.
3 Our services
3.1 We offer various Services including (but not limited to) translation, editing, proofreading and transcreation. We may change any and all of the Services provided at any time.
3.2 Our Services are available upon registration.
4 Fee and payment
4.1 By placing an Order, You agree to pay in full any and all costs as described to You.
4.2 We may change the price of any or all Services and will communicate any price changes in advance and, if applicable, how to accept those changes. As permitted by local law, You accept the new price by continuing to use the Service after the price change takes effect.
4.3 We apply gross-up calculation to the payment. This means that payment to Us must be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imposts, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law.
5 Orders and approval
5.1 By ordering a Service, you acknowledge that certain Services including (but not limited to) translation, editing, proofreading and transcreation, can vary according to the subjective discretion of the Supplier.
5.2 You are responsible for providing the Source Material for the relevant Service, materials describing the context, and all other necessary materials including (but not limited to) glossary guide and reference material when placing the Order.
5.3 You may cancel any Order that has not yet been engaged by a Supplier.
5.4 We cannot guarantee that a particular Supplier or any Supplier will choose to engage on your Order. Once completed by a Supplier, Orders are delivered to your LingoOwl account.
5.5 Time of Delivery is agreed by both You and the Supplier. Unless otherwise expressly agreed by Us, time is not of the essence for delivery or performance, and no delay entitles a rejection of any delivery.
5.6 You will have strictly 240 hours from notification of delivery of completed Work, to review the Service. If no action is taken within the 240 hour review period, the Service will be deemed as “Approved”. Once “Approved”, no alterations, revisions, or refunds of the Service will be provided. LingoOwl’s liability will be strictly limited to correction of errors or providing a refund.
5.7 You acknowledge and agree to review any Service before making such content public, and You expressly agree to release Us of any and all liability or indemnity obligations to You based on the Service if You fail to do so.
6.1 We use third-party contractors (such as freelance translators) to provide the Service to You. As such, You agree that We may sublicense our rights under this Agreement to third parties to act on LingoOwl’s behalf, provided that such third parties are contractually bound by terms no less protective of Customer than this Agreement. We are solely responsible for paying and resolving all disputes with third-party contractors.
6.2. Any Supplier performs Services as an independent contractor and nothing in this Agreement is deemed to create a partnership, joint venture, agency, or employer-employee relationship between the Supplier and You or between Us and any Supplier and any Customer.
7 Disclosure of materials
7.1 You consent that Materials provided by You may be disclosed to Suppliers eligible to perform a Service requested by You.
8 Intellectual property rights
8.1 All intellectual property rights related to your Orders will be assigned to You upon your approval of the Work and the fulfilment of your obligations according to and compliance with this Agreement.
8.2 Nothing in this Agreement grants any license or right to use any trademarks of LingoOwl without prior written permission. The content on the Platform and all related Services is protected by intellectual property laws and may not be copied, distributed, modified, published, or transmitted in any manner.
8.3 Third-party content and trademarks displayed on the Platform or any related Service, are the property of their respective owners and may not be reproduced in whole, or in part, without the express written permission of the owner.
8.4 By submitting feedback or suggestions about our Services, You allow Us to use any and all feedback or suggestions without obligation to You.
8.5 In order to constantly improve the quality of the provided Services, We may use your Source Materials and Work for such purpose. Your materials will never be made publicly available.
9 Warranties and disclaimers
9.1 You warrant and represent that You have all necessary right, title, and interest in the Source Materials, and that the Source Materials will not and do not infringe or violate any third party’s rights, do not violate any law and do not contain any offensive or unacceptable content.
9.2 Except as represented in this agreement, all Services are provided “AS IS”. Other than as provided in this agreement, We make no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose. To the extent permitted by Law, We exclude all warranties.
10.1 You agree to indemnify and hold harmless LingoOwl, its Affiliates, current and past directors, officers, and employees from and against any and all claims, taxes, losses, damages, liabilities, judgments, settlements, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with;
- breach of any of your representations, warranties or obligations under this Agreement;
- negligent, reckless or intentionally wrongful act by You or your assistants, employees, contractors or agents;
- failure to perform your obligations or exercise your rights in accordance with all applicable laws, rules and regulations.
11 Limitation of liability
11.1 This Agreement releases Us of any and all liability for consequential losses including (but not limited to) trading losses, loss of profit, printing and distribution costs as a result of delays or deficiencies in the delivered Work. This includes any and all losses suffered by third parties as a result of faults and/or deficiencies in the supplied Service.
11.2 We take no responsibility for any loss, regardless of type, sustained as a result of delivering data by email or in general by computer networks.
11.3 In no event will LingoOwl’s or any Affiliate’s liability for damages for any Service exceed the amount invoiced for the Service (and with a maximum limit of €5,000 ex VAT per Project).
12 General terms
12.1 This Agreement is governed by Danish Law.
12.2 We may modify this Agreement at any time. You are responsible for acquiring updates. If You do not agree to the modified terms for any or all Services, You should discontinue your use of that or those Services.
12.3 In case of conflict between the terms in this Agreement and an Order, the Order will control for that conflict.
12.4 Lack of immediate action from Us for failure to comply with this Agreement, does not indicate renunciation of right or intend to seek future action.
12.5 In case of a particular term being unenforceable or becoming inapplicable, this will not affect the remaining part of this Agreement.
12.6 You are not entitled to assign, transfer, or delegate any part of this Agreement without LingoOwl’s prior written consent. We may assign, transfer, or delegate any portion of this Agreement with or without notice to You. Your attempt to assign, transfer, or delegate this Agreement without LingoOwl’s consent will be invalid.