1. Definitions
1.1. "Offer"
designates the declaration of intent of a party that contains all essential elements of the contract (parties, object, price).
1.2. "Acceptance"
means the unconditional declaration of intent by the other party from which the intention to accept the offer is unequivocally apparent.
1.3. "Request for correction"
If results contain errors, the customer must inform Lengoo about this error and - should it require a correction by Lengoo - submit a request for correction.
1.4. "Application Programming Interface(API)"
means the application developed by Lengoo to enable the customer to provide Lengoo with Source Material and receiveAI-supported responses in an electronic format.
1.5. "Source material"
means such documents and files transmitted by the customer to Lengoo as part of the request.
1.6. "Data"
means all information provided to Lengoo by the customer, including personal data pursuant to Art. 4 GDPR.
1.7. "Services"
are all services offered by Lengoo and specified in the respective offer. These include (but are not limited to) training data creation via translation, interpreting, voiceover, transcription, subtitling and dubbing services, DTP, terminology management, data services, certified translations, functional testing of machine translations, post-editing, linguistic quality assessment, proofreading, SEO keyword research and transcreation.
1.8. "Results"
denote the final outcome completed by Lengoo.
1.9. "Flow"
refers to the web-based productivity tool developed by Lengoo.
1.10. "Intellectual property"
is all intangible assets and appropriable results arising from creative intellectual achievements. These include all copyrights, trademark rights, designs, patents, domain names, concepts, know-how, trade secrets, logos and all other types of property and rights, whether registered or unregistered.
1.11. "HALOS"
(Human-Augmented Language OperatingSystem) is the core technology developed by Lengoo linking custom large language models with proprietary data.
1.12. “HALOS CONSOLE”
is a platform developed by Lengoo which enables users to manage their data and custom language models in a self-service manner.
1.13. "Invitation"
means the invitation to submit an offer. The customer contacts Lengoo by e-mail or via the customer portal in order to receive an offer from Lengoo for the desired service.
1.14. "Customer"
refers to the entrepreneur who orders the service as a contractual partner of Lengoo.
1.15. "Customer Portal"
means the communication environment provided for customers in Lengoo's web-based order management system "Plunet".
1.16. "Lengoo"
refers to Lengoo GmbH in these General Terms and Conditions.
1.17. "Rights of use"
are the rights that are granted by Lengoo to the customer and are required for the contractual application and use of the products.
1.18. "Onboarding phase"
means a customer-specific test phase defined individually for each case between Lengoo and the customer.
1.19. "Products"
are the AI-based software and applications developed by Lengoo: HALOS, HALOS CONSOLE, API andFlow, etc.
1.20. "Serious error"
denotes an error by Lengoo in the provision of the Service. A serious error occurs if
(a) the Result poses a potential safety risk to product users that would not exist if the Result were correct;
(b) the Result contains a derogatory statement that does not correspond to the original;
(c) the productor the content of the text has been misrepresented, or
(d) the original meaning was completely lost.
1.21. "Agreement / Contract"
refers to the conclusion of the contract between the customer and Lengoo in accordance with these General Terms and Conditions.
1.22. "Confidential information"
means all proprietary information, know-how and data - including the customer's source materials as well as Lengoo's results - transmitted on a confidential basis from one party to the other. Excluded from this is information that
(a) is publicly accessible;
(b) is already known to the other party upon receipt;
(c) was received by the other party in good faith after receipt from a third party;
(d) must be disclosed due to legal requirements.
1.23. "Website"
means the publicly accessible website of Lengoo (www.lengoo.com).
1.24. "Workday"
means the days fromMonday to Friday, excluding public holidays in the federal state of the relevant branch.
2. Subject of the agreement
2.1. Subject to these General Terms and Conditions, Lengoo grants the customer non-exclusive, non-transferable and non-sublicensable rights of use to the AI-based software products developed by Lengoo and/or offers services to the customer after conclusion of the contract.Following the agreed service, Lengoo shall transmit the contractually agreed result to the customer.
2.2. The customer shall pay Lengoo the contractually agreed remuneration.
3. Conclusion of contract
3.1. General
A contract can be initiated both by e-mail (service@lengoo.de) and via the customer portal of the web-based order management system "Plunet" (www.lengoo.plunet.com).
3.2. Invitation of the customer
3.2.1. The customer sends - via the channels mentioned in clause 3.1. - its request, which contains the desired service or the desired product as well as the data required for it and requests Lengoo to submit an offer. In the case of an enquiry via the customer portal, the offer is requested by clicking on the"Request offer" button.
3.2.2. Thecustomer is obliged to provide all necessary and relevant information inconnection with the requested service. The customer bears full responsibilityfor ensuring that the requested service has been fully and sufficientlydescribed to Lengoo.
3.3. Offer from Lengoo
3.3.1. After a critical review of the submitted data, Lengoo will prepare an offer based onthe expected service effort, which will contain at least the contracting parties, the desired service and/or the suitable product, the processing time scheduled for the service and the remuneration to be paid for it.
3.3.2. If Lengoo does not have a reasonable or sufficient opportunity to assess the complexity of the requested service, the offer is deemed to be subject to change. If the complexity of the data submitted complicates or delays the service, Lengoo has the right to withdraw the offer.
3.3.3. Offers by Lengoo are made on condition that the data provided to Lengoo by the customer are complete and correspond to the data which are to be processed later and on which the offer is ultimately based.
3.3.4. Lengoo reserves the right to refuse to submit an offer or to provide any services if the source materials contain content that Lengoo, in its sole discretion (and without any obligation on Lengoo's part to review the source materials for appropriateness, legality or otherwise), deems offensive, obscene, unlawful or otherwise inappropriate.
3.3.5. If the scope of the service to be provided deviates significantly from what was apparent from the source material at the time of the initial quotation, Lengoo reserves the right to submit a corrected quotation to the customer showing the additional amount and, if necessary, including a revised delivery date. The customer may, if it does not wish to accept the new offer, also claim a pro rata refund in this case.
3.4. Acceptance of the offer by the customer
If the customer unconditionally agrees to the offer submitted by Lengoo, it agrees to it either by pressing the "Accept offer" button provided for this purpose in the customer portal or by confirming acceptance of the offer to Lengoo inwriting.
4. Lengoo services
4.1. The agreed services will be performed by Lengoo in accordance with the agreement and these General Terms and Conditions in compliance with the applicable data protection guidelines. Lengoo does not owe any performance beyond the agreement.
4.2. Lengoo offers AI-based software, applications and services which includes but is not limited to HALOS, API, Flow of varying scope. It is the customer's responsibility to choose the appropriate service/product that meets its needs.
4.3. Lengoo will make every effort to provide theresults within the agreed processing time. Unless a specific delivery time has been agreed, the results will be delivered within a reasonable period of time determined on the basis of the scope of the service. Lengoo will not be liable for extensions of the delivery time due to force majeure or circumstances for which Lengoo is not responsible and the customer cannot derive any claims therefrom.
5. Execution by third parties
5.1. Lengoo is entitled to use third parties for the provision of the service, if it is reasonable and expedient. Lengoo is only liable for the careful selection of third parties.
5.2. Any direct contact between the customer and the third party contracted by Lengoo requires the express consent of Lengoo. The customer has the obligation to notify Lengoo if it is contacted directly by a contractor of Lengoo or any other third person appointed by Lengoo.
6. Copyright, intellectual property and confidentiality
6.1. The customer shall ensure that no third-party rights to the data transmitted to Lengoo are opposed. The customer indemnifies Lengoo and its subcontractors against any liability for claims of third parties based on the use, processing, exploitation or reproduction of this data.
6.2. All Intellectual Property used in the process, methodology and know-how of Lengoo for the performance of the Contract shall remain the property of Lengoo in perpetuity. Under no circumstances shall theAgreement constitute a transfer of ownership from Lengoo's IntellectualProperty to the Customer.
6.3. Until full settlement of all existing claims against the customer, the performance created by Lengoo, including all pending rights, remains the property of Lengoo. If goods or services subject to retention of title have been combined or processed with other third-party items or services, Lengoo shall acquire co-ownership of the new item or service in proportion to the value of the goods or services subject to retention of title to the other items or services.
6.4. The parties undertake to keep confidential the confidential information received from the other party within the framework ofthe cooperation and to take reasonable measures to prevent unauthorized third parties from gaining the possibility of knowledge or exploitation of this information. The obligation to maintain secrecy ends as soon as the information becomes public knowledge and thus in the public domain or was already known to the parties or on the basis of express written consent.
6.5. Confidential information will generally not be disclosed to unauthorized third parties, but may - even without explicit consent - be disclosed to third parties (e.g. contractors and subcontractors)in the context of the provision of the service, insofar as this is necessary within the framework of the fulfillment of the contract and these third parties are obliged to maintain secrecy.
6.6. The confidentiality protection ends three years after the information has been transmitted to Lengoo.
6.7. During the electronic transmission of data between the customer and Lengoo, Lengoo does not guarantee the customer absolute protection of secrecy due to the possibility of external intervention(e.g. hacking or similar).
6.8. Insofar as stricter confidentiality obligations are to be observed in the processing of certain documents, the customer is obliged to precisely set out these obligations to Lengoo in writing within the scope of the invitation and, insofar as necessary, to make available the programs, codes and passwords to be used after conclusion of the contract.
7. Obligations of the customer
7.1. The customer is obliged to clarify its needs including any special instructions.
7.2. The customer undertakes to pay the contractually agreed invoice amount within the specified period without deductions.
7.3. The customer warrants that it has not and will not transmit anything to Lengoo by email or through the customer portal and has not done anything in relation to the use of the customer portal or any other services, equipment, software or any other items associated with Lengoo that interferes or may interfere in the future with the operation of Lengoo's systems.
7.4. The customer warrants that it is entitled to enter into and perform any agreements entered into with Lengoo. Furthermore, it guarantees that it has the ability to ful fill the resulting contractual obligations.
7.5. The customer shall indemnify Lengoo against any losses, costs (including legal fees on a solicitor and self-customer basis),expenses, direct or indirect claims or liabilities. This coverage is provided whether the damages arise in contract, tort (including negligence), equity or otherwise. It is also provided if the damage arises from a claim against Lengoo by a third party if the claim results from a breach of the customer's representations and warranties.
7.6. If the customer wishes to publish the Result or use it foradvertising purposes, it must indicate this accordingly in the invitation andensure that an appropriate human quality assurance level has been applied ifapplicable. If the customer fails to mention the aforementioned purposes at thetime of invitation and the text is later published, it cannot claim damagesfrom Lengoo due to the fact that the publication or advertising has to berepeated as a result of an error. In this case, Lengoo reserves the right tomake claims for infringement of copyright regulations.
8. Remuneration and terms of payment
8.1. The customer is obliged to pay all contractually agreed fees due. Payment shall generally be made after invoicing by bank transfer.
8.2. The payment amount of the invoice issued by Lengoo to the customer for the service provided is due immediately, unless the parties have agreed otherwise, and must be received by Lengoo at the latest 30days after receipt of the invoice in accordance with Section 286 para. 3 of theGerman Civil Code (BGB). If the customer does not pay within the statutory30-day period, the customer is in default of payment without further notice.
8.3. All payments must be settled in full without deduction or set-off.
8.4. Any applicable sales taxes and other applicable taxes and customs duties shall be credited against the amount invoiced.
8.5. Payment terms, discounts or other deductions shall not be granted in principle unless they have been expressly agreed in writing between the parties. Special services shall be subject to a surcharge or shall be invoiced on a time and material basis.
8.6. Unless another currency has been agreed, the prices shall apply in euros.
9. Requests for correction
9.1. Requests for correction are only recognized in commercial transactions if they are notified to Lengoo in writing immediately after handover of the result to the customer in the case of obvious defects, immediately after the inspection of the result to be carried out in the case of recognizable defects, or immediately after their discovery in the case of hidden defects with a substantiated description of the defect.
9.2. If the customer finds that the result is faulty and wishes Lengoo to correct these faults, the customer must send the request for correction in writing to the email of the responsible account or project manager. A notice of defects by telephone is not sufficient. The request must contain the order number, the relevant result and precise details of the errors complained about.
9.3. In the case of justified and duly notified defects, Lengoo has the right to choose whether to rectify the service twice orto provide a new service. The customer remains obliged to accept the service provided and to pay for it. Rectification is excluded if the deviations have been caused by the customer itself, e.g. by incorrect or incomplete information or faulty original texts.
9.4. The customer’s right to submit a correction request for obvious defects exists only for the period of 30 days after receipt of the results. Only one such submission is permissible per deliverable.
9.5. The customer may cancel the product/service order in line with the agreed terms in the MASTER SERVICE AND PRODUCT AGREEMENT (MSPA). In this case, the product/service order will be invoiced on the basis of the service provided by Lengoo up to the time of cancellation. The customer remains obliged to accept the service provided and to pay for it.
10. Default of payment
Unless the full amount is paid by the due date, Lengoo may pause the provision of the service or cease to provide the service or the results or, at its sole discretion, terminate the contract in accordance with these Terms and Conditions.
11. Termination of the contract
11.1. The contract is considered fulfilled when Lengoo has sent the final result to the customer and the customer has paid the full invoice amount.
11.2. Ordinary termination
The contract, the subject of which is exclusively the provision of localization services, shall end by operation of law pursuant to Section 620 (1) of the German Civil Code (BGB) upon delivery of the result of the agreed service (lapse of time). During the term of the contract, both parties are bound by the contract. Unless otherwise contractually agreed, the right of ordinary termination is excluded.
Otherwise, the contracts shall bedeemed concluded for an indefinite period. Unless otherwise contractuallyagreed, ordinary termination by either party is possible at any time subject toa notice period of three months to the end of the quarter. If an onboardingphase has been agreed, the contract may be terminated at any time during theagreed period in deviation from the above provision, subject to a notice periodof one month to the end of the month.
11.3. Extraordinary termination
11.3.1. If one of the parties breaches material contractual obligations, the other party may -provided it has given the breaching party a period of ten days in advance to remedy the breach and it has not been remedied - terminate the contract in writing.
11.3.2. In all other respects, the statutory provisions on extraordinary termination pursuant to Section 626 of the German Civil Code (BGB) shall apply. Accordingly, either party to the contract may terminate the contract for good cause if facts exist on the basis of which the terminating party cannot reasonably be expected to continue the contract, taking into account all circumstances of the individual case and weighing the interests of both parties to the contract.
11.3.3. Important reasons for extraordinary termination include:
(a) if there is suspicion of a criminal offense;
(b) if a defective service or no service at all has been provided and a reminder has not remedied the situation;
(c) if false information has been provided in the contract;
(d) if material contractual agreements (e.g. non-disclosure agreements) have not been complied with
(e) if contractually agreed fees have not been paid, even after prior reminder.
12. General liability
12.1. Lengoois only liable for intent and gross negligence as well as injury to body, life and health.
12.2. In the event of slight negligence, Lengoo is liable for the breach of material contractual obligations. An essential contractual obligation within the meaning of this clause is an obligation which is necessary to enable the performance ofthis agreement in the first place and on the performance of which the other party may regularly rely.
12.3. In the case of clause 12.2. Lengoo is not liable for loss of economic success, loss of profit and indirect damage.
12.4. The liability according to clause 12.2. is limited to typical and foreseeable damages at the time of the agreement coming into force.
12.5. Lengoo is not liable for errors that occur due to the customer's incorrect, incomplete, misleading and illegible information.
12.6. For entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB),the parties agree that the typical and foreseeable damage is limited to theinvoice amount payable by the customer.
12.7. Limitations of liability apply accordingly to Lengoo's employees, contractors and vicarious agents.
12.8. Lengoo is not liable for damages caused by disruptions to operations, in particular by force majeure - e.g. natural events, strikes, pandemics, traffic disruptions, traffic-related delays, functioning of the telecommunication connection(telephone/ISDN/DSL etc.), basic network and server errors - as well as other disruptions or connection and transmission errors for which Lengoo is not responsible.
12.9. Lengoo is also not liable for damage caused by viruses, Trojans, autodialers, spam mail or comparable data. Lengoo's computer systems are always kept up to date with the latest technology and are regularly checked for viruses and harmful data. In the case of electronic delivery of files (e-mail and other remote transmission), the customer is responsible for a final virus and data check of the transmitted results. Any claims for damages will not be recognized by Lengoo.
12.10. Electronic transmission is at the risk of the customer. Lengoo is not liable for damaged, incomplete or lost texts and data due to electronic transmission.
12.11. The possible liability of Lengoo for guarantees - which must be expressly designated as such in order to be considered guarantees in the legal sense -remains unaffected.
12.12. Any further liability is excluded.
13. Assignment, set-off, right of retention
13.1. The assignment of rights under a contract by a customer requires the prior written consent of Lengoo.
13.2. The customer can only offset claims against Lengoo or assert a right of retention if its counterclaim is undisputed, has been legally established or the counter claim is in a mutual relationship to the respective claim concerned.
14. Data protection, consent to data use
14.1. The customer warrants that it has the right and authority to use the data in the manner described in the Terms andConditions.
14.2. Lengoo will only access and process such data if it is necessary for the performance of the service.
14.3. With regard to the processing of data affected by the GDPR (General Data ProtectionRegulation of the European Union 2016/679), we refer to our data protection declaration, which is attached below and can be viewed at any time on our website:
https://www.lengoo.com/privacy-policy
and is available in the current version.
14.4. If works within the meaning of the Copyright Act are created in whole or in part by the product/services provided, Lengoo warrants that the customer may use and exploit the works in view of the Result provided to it without any restrictions in terms of space, content and time. This includes the right to modify and transfer the Result and the rights underlying it to third parties.
14.5. Lengoo is entitled to use the Result produced and the associated customer data for internal purposes (such as calibration of turnaround time predictions or training and improvement of machine learning systems). In this case, Lengoo will never disclose the identity of the customer or confidential information or make it available to the public. The aforementioned use is solely for the continuous improvement of the products and is also in the interest of the customer.
15. Final provisions
15.1. Each contract constitutes the complete and exclusive statement of the agreement between the parties and supersedes any proposals or prior agreements, oral or written, and all other communications between the parties that are the subject of this contract.
15.2. The customer's general terms and conditions do not become part of the agreement, unless Lengoo has expressly agreed to them in writing.
15.3. Amendments and supplements to the contract must be made in writing. This also applies to the amendment or cancellation of this clause.
15.4. Lengoo may suspend performance of its obligations under a contract for so long as it is unable to perform its obligations for reasons beyond its control.
15.5. Lengoo is independent of the customer in all respects. Nothing in a contract shall constitute a party to a contract as a partner, agent, employee or joint venture partner of the other party to that contract.
15.6. The agreement shall be governed exclusively by the laws of the Federal Republic ofGermany, excluding the UN Convention on Contracts for the International Sale ofGoods and conflict of laws provisions.
15.7. Theexclusive place of jurisdiction for all disputes arising from or in connectionwith this agreement is Berlin.
15.8. Theauthoritative version of these General Terms and Conditions is the versionavailable in German.
15.9. TheGeneral Terms and Conditions may be subject to change at short notice.
15.10. Should individual provisions of this contract be invalid, this shall not affect the validity of the remaining provisions in principle. The parties shall endeavor to find a provision in place of the invalid provision which comes closest to the contractual objective in legal and economic terms.
