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General Terms and Conditions

I GENERAL PROVISIONS

 

Article 1 – Definitions

1.1 “Livewords” means Concorde Group B.V. and its affiliated group companies from which the Client purchases, will purchase or has purchased interpreting and/or translation services, and/or project management services in the context of the aforementioned services.
1.2 “Client” means any natural person or legal entity (i) to whom Livewords addresses offers, (ii) by whom Livewords is commissioned to provide interpreting and/or translation services, and/or project management services in the context of the aforementioned services, or (iii) with whom Livewords enters into an agreement.
1.3 “Agreements” or “Agreement” means all agreements concluded or to be concluded with Livewords for the provision of interpreting and/or translation services, and/or project management services in the context of the aforementioned services, including the services Livewords Go and Livewords Flow as defined in chapters II and III and any other services to be developed by Livewords.

Article 2 – General

2.1 These general terms and conditions apply to all legal relationships or offers and/or quotations between Livewords and the Client, to the express exclusion of the (general) terms and conditions used by the Client.
2.2 Livewords reserves the right to change these general terms and conditions unilaterally.

Article 3 – Offer and formation of the Agreement

3.1 All of Livewords’ offers and/or quotations are without obligation.
3.2 No Agreement is formed until after Livewords has confirmed the job to the Client in writing. Formation of the Agreement is at all times subject to the availability of interpreters and/or translators and/or project managers. Prior to that confirmation, Livewords can at all times withdraw an offer it made, even if the Client has already informed Livewords that this offer has been accepted. Even if this offer is subject to an acceptance period, Livewords can withdraw this offer prior to expiry of the specified period.
3.3 Livewords can at any time withdraw or change quotations and specified periods if, prior to submitting the quotation or specifying the period, it has not had the opportunity to view the entire text to be translated or edited.
3.4 If acceptance by the Client deviates from the offer, this will be considered a new offer made by the Client and a rejection of the offer, even if the deviation only concerns minor points.
3.5 Livewords may consider any person or entity that has placed a job with Livewords as its Client, unless they expressly state that they are acting on the instructions, on behalf and at the expense of a third party, whose name and address are provided to Livewords at the same time.
3.6 Arrangements and commitments made by representatives or personnel of Livewords are only binding after such arrangements and commitments have been expressly confirmed by Livewords in writing.
3.7 If Livewords has any reasonable doubt regarding the Client’s ability to meet its payment obligations, Livewords will be entitled to require the Client to provide sufficient security for meeting its payment obligation before Livewords commences or continues to perform the Agreement.
3.8 All jobs are deemed to have been given to and accepted and performed by Livewords exclusively, even if it is the intention that a job is performed by one or more specific persons affiliated with Livewords – which means any natural person who or legal entity that is working or has worked for or for the benefit of Livewords, whether or not as an employee. The application of Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code is excluded.

Article 4 – Change and cancellation of jobs

4.1 If the Client wishes to make changes to a job after the formation of the Agreement, Livewords is entitled to either modify the date of delivery and/or the fee or refuse to perform the job. In the latter case, the provisions of Article 4.3 apply by analogy.
4.2 Any changes to the previously agreed conditions governing the job, which are made after the formation of the Agreement, will only become effective after written confirmation from Livewords.
4.3 If a job is cancelled by the Client, the Client is obliged to pay in full for the part of the job already performed. In addition, the Client is obliged to pay compensation, based on the hourly rate applicable at such time, for any research activities already performed for the remaining part of the job. After having received said payments, Livewords will make the work already performed available to the Client at the latter’s request, it being understood that in that event Livewords does not guarantee the quality of the work delivered. Moreover, Livewords can charge the Client an amount of 50% of the fee for that part of the job that has not been performed and/or 50% of the job’s value in compensation if Livewords has reserved time for the performance of the job that has been cancelled or has already placed a translation job with a translator.
4.4 If, for any reason whatsoever, an interpreting job is cancelled by the Client prior to the commencement of this interpreting job, the Client is obliged to compensate Livewords for any costs in accordance with the overview below:
In the event of cancellation of a consecutive interpreting job:

In the event of cancellation of a simultaneous interpreting job:

Livewords reserves the right, in cases where (i) an interpreting job is requested by a Client to whom Livewords has not previously provided services, or with whom Livewords has not previously had a business relationship, or (ii) the interpreting job involves such a large-scale project, at the sole discretion of Livewords, to require a deposit from the Client, prior to such an interpreting job, equal to half the amount involved in the relevant interpreting job.

Article 5 – Confidentiality

Livewords is obliged to observe confidentiality with regard to all confidential information disclosed to it in connection with the performance of the Agreement. Livewords undertakes that its employees and any third parties engaged by it shall observe confidentiality. However, Livewords cannot be held liable for an unhoped-for breach of the confidentiality obligation by its employees or such third parties engaged if it can plausibly argue that it was unable to prevent this breach.

Article 6 – Copyright / Intellectual property

6.1 Unless expressly agreed otherwise in writing, the copyrights to the translations produced pass to the Client when the Client has satisfied all of its financial and other obligations with regard to the relevant job in full.
6.2 Translation memories may be used as an aid in producing translations. Livewords warrants that no confidential information will be reproduced when parts of the source text are stored in and re-used from translation memories. To the extent that any rights, such as copyrights and/or database rights, ensue from the use of translation memories, these accrue to Livewords, unless expressly agreed otherwise in writing.
6.3 The Client indemnifies Livewords against any claims from third parties resulting from alleged infringement of property rights, patent rights, copyrights or other intellectual property rights in connection with the performance of the Agreement.

Article 7 – Performance of jobs

7.1 Livewords strives for the best possible performance of work for its interpreting and/or translation services and/or project management services. Jobs will be performed to the best of our knowledge and ability and with the necessary expertise. However, Livewords does not guarantee that any intended result will be achieved; no result obligation is therefore involved.
7.2 Livewords has the right to engage third parties to perform an Agreement (in full or in part), without prejudice to Livewords’ responsibility for the proper performance of the Agreement.
7.3 At Livewords’ request, the Client is obliged to explain the subject matter of the job to be performed and provide Livewords with relevant documentation and terminology, if available. Such information is always dispatched at the Client’s expense and risk.
7.4 If, at the time the job is granted, the Client explicitly indicates that certain specific terms should be used for the performance of the job, Livewords will take this into account in the performance of the job, provided that a list of preferred terms is made available to Livewords prior to commencement of the performance of the job.
7.5 Livewords is obliged to comply with reasonable instructions given in good time and in writing, to the extent that this does not affect its independence, for the performance of the work of its interpreting and/or translation services. Livewords is not obliged to have translation work performed exclusively by sworn translators, nor is it obliged to have its services performed exclusively by (provisionally) certified interpreters or translators.
7.6 The Client must ensure normal and good conditions in which the on-site interpreting services are to be provided. The Client must ensure that the conditions shall at least meet the relevant statutory requirements imposed in the context of working conditions.
7.7 If a job involves a written translation, the Client must provide a clearly legible text. If this is not the case, Livewords can charge a higher rate than the agreed rate for the work.
7.8 The Client must always check the accuracy of essential subject matter in a translation, including, but not limited to, sums of money, value figures, technical, medical, legal, financial-economic or other specialist terms.

Article 8 – Delivery date and time

8.1 The agreed delivery date is always a target date and not a strict deadline, unless expressly agreed otherwise in writing. Livewords will notify the Client immediately if it observes or expects that it will be unable to effect delivery in good time.
8.2 If Livewords has not agreed a delivery date with the Client, it has the right to determine the delivery date itself based on reasonableness.
8.3 If a strict delivery deadline has been expressly agreed in writing and Livewords fails to meet this deadline for reasons that are attributable to it, the Client will be entitled to terminate the Agreement unilaterally, provided that the Client cannot reasonably be expected to wait any longer for performance. In that event, Livewords is not obliged to pay any damages whatsoever. This termination is without prejudice to the Client’s obligation to pay for the part of the job already performed.
8.4 Delivery is deemed to have taken place at the time of dispatch by Livewords. The time of dispatch is the time at which a document is posted, handed to a courier or – in the event of electronic transmission (by fax, email, modem, FTP, etc.) – the moment that the medium has completed the transmission.
8.5 In connection with the performance of the Agreement, the Client is obliged to do all that is reasonably necessary or desirable to enable Livewords to effect delivery in good time.
8.6 Livewords will deliver a translation produced in the agreed manner. If a translation produced is delivered electronically, it will be delivered once without any guarantee and without any obligation to replace. Livewords is not obliged, but is authorised, to deliver translation work in parts.
8.7 The Client is obliged to extend its full cooperation to the delivery of the job performed pursuant to the Agreement. The Client will also be in default, without any prior demand being required, if the Client refuses to receive the job performed, in which case the provisions of Article 9 apply by analogy.

Article 9 – Fee and payment

9.1 The fee is based on the word rate and/or hourly rate used by Livewords. In addition to its fee, Livewords charges the Client for any disbursements related to the performance of the job. Unless expressly agreed otherwise in writing, a minimum rate for each language combination will be charged for each job.
9.2 All quotations and/or rates used by Livewords can be adjusted periodically.
9.3 The quotations and/or rates stated by Livewords apply exclusively to the performance of the Agreement in accordance with the agreed specifications. In the event of changes to the performance of the Agreement, Livewords is entitled to charge these changes in accordance with the rate used at such time.
9.4 Livewords is entitled to increase the agreed price if the Client provides Livewords with, for example, text that requires unusual efforts, unclear copies, inadequate computer software or data files that make it necessary for Livewords to do more work or incur more costs than it should reasonably have foreseen when it entered into the Agreement.
9.5 All amounts stated are exclusive of VAT.
9.6 All travel, accommodation and other costs in connection with the performance of the Agreement will be borne by the Client.
9.7 Payment must be made no later than within fifteen (15) calendar days after the invoice date, without any discount, set-off or suspension, by transfer to Livewords’ giro and/or bank account in the currency stated on the invoice.
9.8 If payment is not made in good time, the Client will be in default immediately and without any notice of default being required, in which case the Client will owe (i) the statutory commercial interest due on the invoice amount, from the date on which the default commences until the date of payment in full, and (ii) any extrajudicial collection costs. In such a case Livewords is also entitled to suspend its (other) services and/or work for the Client with immediate effect. Livewords has the right to retain possession of all work finished in performance of the Agreement until all the aforementioned costs and amounts have been paid in full.
9.9 The payments made by the Client will be used, firstly, to pay all costs due, secondly, to pay the interest accrued, and subsequently to pay the principal sum of the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.
9.10 Livewords is always entitled to require advance payment of part of the price for the performance of the Agreement. If the Client is not prepared to pay part of the amounts in advance, Livewords is entitled to suspend its work. In that case, any agreed period within which a service or part of a service in performance of the Agreement would be finished will lapse.
9.11 Livewords has the right to charge 50% of one-off compensations to the Client by means of an invoice after receipt of acceptance by the Client. Furthermore, Livewords has the right to require (additional) security when entering into the Agreement and during the performance of the Agreement if it has reason to do so.

Article 10 – Complaints and disputes

10.1 The Client must notify Livewords in writing of any complaints concerning the work delivered as soon as possible, but no later than ten (10) working days after delivery. Notification of a complaint does not relieve the Client of the Client’s obligation to pay.
10.2 If the Client has not notified Livewords of any complaints in writing within the period specified in Article 10.1 above, the Client will be deemed to have accepted the work delivered in full.
10.3 Any changes made by Livewords, at the Client’s request, to any part of the translated or edited text do not constitute an acknowledgement on the part of the Livewords of having delivered an inadequately performed job.
10.4 If the Client questions the accuracy of specific passages of the translation and asks Livewords to comment, and if Livewords can subsequently plausibly argue that the translations provided are not incorrect, the Client will be obliged to pay Livewords in full for the additional hours worked and any other costs incurred in this connection.
10.5 If a complaint is valid, Livewords is entitled to improve or substitute the work delivered within a reasonable period. If Livewords cannot reasonably comply with the required improvement or substitution, it can reduce the price.
10.6 The Client’s right to submit complaints will lapse if the Client has edited or has instructed others to edit the part of the work delivered which is subject to the complaint, regardless of whether the Client has subsequently supplied the work delivered to a third party or not.

Article 11 – Liability and indemnification

11.1 Livewords is only liable to the Client for any damage that is the direct and demonstrable result of a failure in the performance of the Agreement that is attributable to Livewords, to the extent that this failure consists in not observing the care and expertise that may be relied upon in the performance of the Agreement.
11.2 Livewords is never liable for: (i) consequential damage suffered by the Client or third parties, such as, but not limited to, indirect damage, trading loss, loss due to delay, loss of profits; (ii) damage suffered by the Client or third parties as a result of acts and/or omissions of third parties engaged by Livewords; (iii) damage suffered by the Client or third parties as a result of the provision of incorrect and/or incomplete data and/or information by or on behalf of the Client; and (iv) damage suffered by the Client or third parties as a result of ambiguity of the texts and/or sentences to be translated.
11.3 Livewords’ liability for a failure in the performance of the work and for an unlawful act is limited in all cases to the invoice amount (exclusive of VAT) of the already invoiced and/or delivered part of the relevant Agreement pertaining to the work to which the damaging event relates or is connected in part. Moreover, Livewords’ liability for a failure in the performance of the work and for an unlawful act is limited in all cases to an amount of EUR 45,000 for each event or for each sequence of related events. Furthermore, Livewords’ liability for a failure in the performance of the work and for an unlawful act is limited in all cases to the amount that will be paid out on the basis of the insurance agreement we have concluded to this end.
11.4 If and to the extent that Livewords’ work relates to the communication between the Client and a third party, for example a patient or client, about or in connection with the physical situation of the patient, Livewords will make every effort to perform the work as good as possible, but Livewords is never liable for any damage related to the aforementioned work. The assessment of whether (the use of) a text to be translated or edited or the translation or edited version of such a text delivered by Livewords entails certain risks, remains entirely at the Client’s expense and risk.
11.5 Livewords is never liable for any damage or loss of documents, information or data carriers made available for the purpose of performing the Agreement. Nor is Livewords liable for any costs and/or damage arising as a result of the use of information technology and means of telecommunication or as a result of the transport or transmission of information or dispatch of data carriers or the presence of computer viruses in files or data carriers delivered by Livewords.
11.6 Livewords is never liable for damage ensuing from the use of USB sticks provided by Livewords, or any other data carriers used, or for damage (including computer virus transmission) caused by the Client’s medium.
11.7 Livewords does not guarantee the accuracy of the data provided by the Client to the translator and is never liable for any damage of any kind whatsoever, if Livewords based itself on the incorrect or incomplete data provided by the Client, even if they were provided in good faith. In the event that the data provided by the Client, in particular terminology, needs to be adjusted due to inaccuracy with a view to producing a proper translation, Livewords is entitled to charge the Client compensation for this.
11.8 The Client indemnifies Livewords against all claims from third parties (i) ensuing from the use of the work delivered, or related to the work of Livewords for the Client and (ii) resulting from the alleged infringement of property rights, patent rights, copyrights or other intellectual property rights in connection with the performance of the Agreement.
11.9 These general terms and conditions apply in full for the benefit of all persons affiliated with Livewords – which means any natural person who or legal entity that is working or has worked for or for the benefit of Livewords, whether or not as an employee – and all third parties that are engaged by Livewords for the performance of any job or that are or may be liable in that connection. Everything that is stipulated in these general terms and conditions and for the benefit of Livewords, is considered to be an irrevocable third-party stipulation which has been made by gratuitous title within the meaning of Article 6:253 DCC.

Article 12 – Dissolution and force majeure

12.1 If the Client fails to meet any (payment) obligation ensuing from any Agreement concluded with Livewords despite a demand stating a reasonable period for this purpose, or fails to do so in good time or properly, and if the Client is declared bankrupt or if a petition is filed for the Client’s bankruptcy, if the Client applies for or is granted suspension of payments, if a debt restructuring scheme for natural persons is declared applicable to the Client or if the Client’s business is liquidated, Livewords is entitled, without any notice of default or judicial intervention being required, to dissolve the Agreement in whole or in part or to suspend performance of the Agreement, and without being required to pay any damages in this respect. In that event, Livewords can claim immediate payment of all amounts due.
12.2 If Livewords is no longer able to meet its obligations due to circumstances that are not at its risk or beyond its control, Livewords is entitled to dissolve the Agreement without being obliged to pay any damages. Such circumstances include, but are not limited to: fire, accidents, illness, strikes, prevention of third parties engaged by Livewords from being present, riots, war, terrorist attacks, traffic and transport restrictions and delays, government measures, disruption of the services of telecommunication and/or internet providers and/or energy suppliers, negligence on the part of suppliers or any other circumstances beyond Livewords’ control.
12.3 In the event of dissolution as referred to in Article 12.2, Livewords will retain the right to payment for any work performed up to that time as well as compensation of any costs incurred and disbursements paid.

Article 13 – Personal data

13.1 Livewords complies with the rules of the General Data Protection Regulation (“GDPR“). Livewords may receive confidential information and personal data from the Client in connection with the performance of the Agreement. Livewords treats the information and personal data received as strictly confidential and stores them in accordance with the applicable legislation in secure systems. With the exception of the use mentioned in Article 15.4, these data will not be used by Livewords for commercial purposes, unless expressly agreed otherwise in writing. The Client can inspect the data registered about him or her by contacting Livewords. For more information on how Livewords processes personal data, please see our privacy statement (https://livewords.com/en/privacy-statement/).
13.2 With regard to the processing, in the context of an Agreement, of personal data that are included in documents and other material to which Livewords gains access or which the Client provides to Livewords, Livewords will act as (a) ‘processor‘ within the meaning of the GDPR if a processing agreement has been concluded with the Client in which the Client also determines the means, or as (b) ‘controller‘ within the meaning of the GDPR if no processing agreement has been concluded with the Client. The following applies here: (i) during the term of the relevant Agreement, Livewords will process these personal data for the purpose of the performance of the agreed job under the Agreement for the Client and in accordance with the Client’s written instructions; (ii) Livewords will ensure that its employees, to the extent that they have access to these personal data, observe the confidentiality of these personal data vis-à-vis third parties; (iii) Livewords will take security measures in accordance with Article 32 GDPR; (iv) the Client allows Livewords to engage (sub-)processors for the performance of the job under the Agreement, and Livewords will inform the Client, if the Client is the controller, about any changes in this regard while the Client can object to this on serious grounds; (v) if a processing agreement has been concluded with the Client and a (sub-)processor has been engaged, the latter will be subject to data protection measures that are at least equal to those included in the relevant processing agreement; (vi) taking into account the nature of the processing, Livewords will assist the Client by appropriate technical and organisational measures, in so far as this is possible, for the fulfilment of the Client’s obligation to respond to requests for exercising the rights of a data subject or data subjects laid down in Chapter III GDPR; (vii) Livewords will assist the Client in ensuring compliance with the obligations pursuant to Articles 32 up to and including 36 GDPR, taking into account the nature of the processing and the information available to the Client; (viii) At the end of the processing services, Livewords will, at the Client’s discretion, erase these personal data or return them to the Client; (ix) Livewords will make available to the Client, at the Client’s expense, all the information necessary to demonstrate performance of the obligations laid down in Article 28 GDPR, and make audits, including inspections, by an auditor authorised by the Client possible and contribute to these.

Article 14 – Applicable law and dispute resolution

14.1 All legal relationships between the Client and Livewords, including those ensuing from agreements and unlawful acts, are exclusively governed by Dutch law.
14.2 Disputes in connection with the services of Livewords or these general terms and conditions, including those ensuing from agreements and unlawful acts, will be submitted exclusively to the competent court in Amsterdam.

Article 15 – Miscellaneous provisions

15.1 These general terms and conditions have been filed with the Chamber of Commerce under number: 33238825. If these general terms and conditions have also been drawn up in a language other than Dutch, the Dutch text always prevails.
15.2 A copy of these general terms and conditions will at all times be sent to the Client free of charge upon first request.
15.3 The Client cannot transfer or encumber rights and/or obligations ensuing from these general terms and conditions in whole or in part without Livewords’ prior written consent. Livewords is allowed to transfer or encumber rights and/or obligations ensuing from these general terms and conditions in whole or in part and the Client gives its consent to such a transfer or encumbrance in advance.
15.4 The Client consents to Livewords’ use of the name of the Client in press releases and commercial communications.
15.5 If any provision of these general terms and conditions (I, II and III) is void or nullified, the other provisions of these general terms and conditions will remain effective.
15.6 These general terms and conditions are applicable with effect from 1 January 2019. This version replaces all previous versions.
II Specific provisions relating to Livewords Go
In addition to the general provisions included in Chapter I, Articles 16 up to and including 20 of these general terms and conditions are applicable to Agreements relating to the provision of services by Livewords for the User as defined below.

Article 16 – Definitions of Livewords Go

16.1 Livewords is the provider of an electronic system that makes it possible to directly engage an interpreter for the provision of interpreting services in any situation (“Livewords Go“).
16.2 “User” means any Client who is a user of Livewords Go.

Article 17 – Using Livewords Go

17.1 Via https://livewords.com/go/ and the installation of the Livewords Go app itself you can find out how the app works. You will find information about the functionalities, updates to the app and reliable sources. The User is responsible for providing the correct information such as mobile phone number(s), name and address details, company details, bank account number or credit card details. The User must immediately register any changes to this information via ‘My account’ in the Livewords Go app.
17.2 A private user can create an account free of charge, to which a telephone number can be linked. The User pays a fixed fee per minute for the interpreting services. The fee is collected at the end of each conversation via Livewords Go. From time to time, Livewords may adjust the fee after notification at https://livewords.com and via the Livewords Go app. It is the User’s own responsibility to treat its password for accessing Livewords Go with due care.
17.3 The User can pay its fee by credit card, or if so agreed, periodically afterwards via direct debit. When registering, the User must provide the correct payment information.
17.4 Livewords Go can be downloaded via the App Store and Google Play, after which the User can follow the steps of Livewords Go. If mobile internet and Livewords Go are used, the User must have a suitable (mobile) internet connection.
17.5 The User may only assume that a conversation via Livewords Go has ended once a confirmation of this has been received. It is the User’s own responsibility not to forget to disconnect from Livewords Go after a conversation.
17.6 In the Livewords Go account, the User can view its invoices and the conversation history (language, date, duration and cost of each conversation).
17.7 Livewords is not responsible for failures in the network of third parties, such as the payment provider or the telecom provider.
17.8 If the User no longer wishes to make use of the services of Livewords Go, the User only needs to send an email to go@livewords.com. There is no notice period; the services of Livewords Go will then immediately be discontinued.
17.9 Livewords reserves the right to terminate or modify the services it offers on Livewords Go.

Article 18 – Payment

18.1 Livewords collects the costs of the interpreting services purchased through Livewords Go via the specified credit card or via direct debit. If there is a commercial user agreement, Livewords invoices the costs for the conversations conducted once a month at the end of the month. Along with the invoice Livewords sends an overview of the number of conversations, the language, the duration and costs of each conversation.
18.2 The User of Livewords Go pays per minute. The User can set the number of minutes it expects to use. However, final settlement is based on the minutes actually used. The User cannot derive any rights from setting the number of estimated minutes of use in advance.
18.3 The User must have sufficient balance in the bank account specified by the User, so that Livewords can collect by means of the specified credit card payment method or agreed direct debit.
18.4 If the User fails to pay in good time (e.g. due to insufficient balance in the bank account or a blocked or malfunctioning credit card), the account in Livewords Go will be immediately blocked and the User must compensate Livewords for all additional costs and damage resulting from the late payment. In the event of late payment, statutory commercial interest shall also be due from 30 days after the invoice date.

Article 19 – Liability

19.1 Livewords is not liable for any direct, indirect or consequential damage arising from the use of Livewords Go.
19.2 The User acknowledges that the use of the services of Livewords Go, such as starting and ending live conversations with interpreters, using the internet, obtaining a GPS location, depends on the functioning of the mobile phone, (mobile) networks and services of third parties. Livewords is not liable for damage caused by the inadequate functioning of the mobile phone and/or networks or services of third parties.

Article 20 – Applicable laws and regulations on personal data

As indicated in Article 13 of these general terms and conditions, Livewords complies with the GDPR. All personal data are treated as strictly confidential and are stored in secure systems. These data will never be used for commercial purposes. The User can inspect the data registered about him or her via the Livewords Go app or the personal page on https://livewords.com. For more information on how Livewords processes personal data, please see our privacy statement (https://livewords.com/en/privacy-statement/).

III Specific provisions relating to Livewords Flow
In addition to the general provisions included in Chapter I, Articles 21 up to and including 25 of these general terms and conditions are applicable to Agreements relating to the provision of services by Livewords for the Client as defined below in Article 21.

Article 21 – Definitions of Livewords Flow

Livewords is the provider of an online translation platform that makes it possible to have native speakers translate websites, web shops and PIM in a Private Cloud and have those websites, web shops and PIM published directly, hereinafter referred to as: “Livewords Flow“.

Article 22 – Provision of services, use of Livewords application

22.1 For the purposes of the Agreement and Livewords Flow, the following definitions apply:
Application: The computer software that Livewords makes available to the Client within the framework of the Agreement for the purpose of the implementation of Livewords Flow.
Server: A computer managed by or on behalf of Livewords with all the necessary facilities in order for the Application to function correctly on that computer.
Service: Ensuring that the Application functions and that this Application is made available and continues to be made available to the Client via the internet by means of a Server.
End User or End Users: A person or persons who make use of the Application by means of the Service.
Emergency: Situation in which the Service is not provided.
Service Ticket: An Emergency, incident, change request, information request, support request, regular maintenance request or submitted complaint that has been received / recorded by an employee of the Livewords service desk.
22.2 During the term of the Agreement Livewords provides the Service to the Client. Livewords grants the Client the right to access the Application and to use the Application. In return, the Client owes Livewords a periodic fee (“Licence Fee“), which is determined at the time the Agreement is concluded.
22.3 Livewords guarantees that the Application will function at least 99.5% of the time in accordance with specifications and agreements and makes every effort to prevent and correct errors in the Application. This does not include the time required for regular maintenance to be performed, in which case Livewords will inform the Client in good time in advance. Livewords does not guarantee that the Application will always function error-free.
22.4 An employee of the Livewords service desk can be reached by telephone from 8:30 a.m. – 7:00 p.m. on working days for the Client to report an Emergency. In consultation, the employee will create a Service Ticket for this purpose. A Service Ticket can always be reopened.
22.5 Livewords answers questions asked by the Client via email about the use of the Service and the operation of the Application from 9:00 a.m – 5:30 p.m on working days. If the report does not concern a malfunction and the handling takes more than 15 minutes, the then current default hourly rate of Livewords will apply. This rate applies to all additional work.
22.6 Within one (1) hour after an Emergency has been reported, with the response and resolution times of Service Tickets being based on working days of 8 hours, a Livewords employee will start working on finding the cause of the Emergency and taking away that cause.
22.7 Livewords will take appropriate technical and organisational measures to protect the data recorded and/or exchanged by the End Users with the Service against loss and unlawful processing. These measures will be appropriate taking into account the state of the art and the costs involved. In particular, Livewords will exercise due care in preventing unauthorised persons from gaining unauthorised access to data of the End Users via the Service.
22.8 Livewords provides information via the internet about the use of the Service and the operation of the Application.
22.9 Livewords has the right to modify the Service and the Application in order to improve the operation and correct errors.
22.10 The Client and End Users determine which information they record and/or exchange with the Service. The Client is responsible for ensuring that the information does not infringe the rights of third parties and indemnifies Livewords against claims of third parties who claim that their rights have been infringed by the recording and/or exchanging of information via the Service.
22.11 All property rights to the Application and the Service are vested exclusively in Livewords and its licensors.
22.12 With the Agreement, the Client acquires the right to make the Service available to End Users.
22.13 The rights to the Service acquired by the Client through the Agreement are not transferable.
22.14 After termination of the Agreement, Livewords will provide the Client, free of charge, with a copy of the data recorded using the Service. Upon request, Livewords will provide such a copy in the interim, for which Livewords may request reasonable compensation based on the hourly rate referred to in Article 22.5.
22.15 Livewords has the right at any time, at its own expense, to replace the Application accessible to the Client with software that it believes to be comparable or better, reasonably taking into account the Client’s wishes.
22.16 Livewords’ software is confidential and protected by copyright. Rights to this software and the associated intellectual property rights are vested in Livewords and/or its licensors. Modification, decompilation and reverse engineering are not permitted.

Article 23 – Damage

If damage occurs, without prejudice to the provisions of Article 11, the Client must report this within the period set out in Article 10.1 after the Client has become aware of it. If this report is not made within ten (10) days, any right to damages will lapse.

Article 24 – Payment

24.1 Unless otherwise agreed in writing, the Licence Fee must always be paid in advance each year. Payment in instalments can only be agreed in writing.
24.2 A refund and/or remission of a Licence Fee and other remunerations already paid and/or due is not possible, as Livewords in turn has committed itself accordingly, including towards its suppliers and employees.

Article 25 – Term of the agreement

25.1 Without prejudice to the provisions of Article 12.1, Livewords has the right to terminate the Agreement with immediate effect if the Client, despite notice of default, fails to perform any obligation in respect of the Agreement. In that situation Livewords also has the right to claim damages from the Client, including an amount equal to the total remuneration that Livewords would have received if the Agreement had not been terminated by it.
25.2 If the Agreement has been entered into for a specific term (“Contract Period“), it is each time tacitly renewed after the expiry of that term with the same term and with at least the same scope (“Scope“) of the Service and other services of the Client (agreed number of target languages in Livewords application; services of the Client; remuneration for the Client; etc.) as those applicable to that Contract Period, on the understanding that if at any time a different Contract Period and/or a different Scope is agreed in writing, renewal will take place thereafter each time with that different Contract Period and/or that different Scope. Each of the parties has the right to terminate the Agreement by registered letter with acknowledgement of receipt at least three (3) months before the end of the current Contract Period.
25.3 The Client has the right to reduce the scope of the Service and other services of the Client in a new Contract Period. If the Client so wishes, the Client may inform Livewords thereof by means of a registered letter with acknowledgement of receipt, at least three (3) months before the end of the current Contract period. Without prior notice as described in the previous sentence, Livewords has the right to charge the full Licence Fee and remuneration for other services, as if the scope had not been reduced.
25.4 If the Client wishes to reduce the Scope of the Service or other services of the Client before the end of a Contract Period, whether or not resulting from a renewal, the Client nevertheless remains liable for the applicable Licence Fee and other remunerations for the original Scope until the end of this Contract Period.