Terms of Service
Note: These Terms of Services may be superseded in part or in full by additional agreements between Iconic and the Customer.
1. Scope of application
The machine translation services provided by Iconic via our APIs, CAT tool connectors, and web applications (hereinafter: Iconic Services) enables companies which have entered into an agreement over the use of the Iconic Services and have created the necessary Account (hereinafter: Customers) to translate goods and services for trademarks from many languages into English. These Terms of Service (hereinafter: ToS) determine the subject matter and the scope of the agreement concluded between Iconic Translation Machines Ltd., INVENT Buildling, DCU Campus, Glasnevin, Dublin 9, Ireland (hereinafter: Iconic) and its Customers concerning the use of the Iconic Services.
Use of the Iconic Services is subject to prior registration and the creation of an Account, and/or the implicit agreement by accepting a “customer key” for use of the Iconic Services.
The offer to enter into an agreement over the use of the Iconic Services particularly aims at language service providers, intellectual property professionals, and other professional groups which are engaged with translation matters.
Side agreements and other addenda require written confirmation by Iconic. Iconic hereby objects to all deviating terms and conditions of the Customer. Such terms and conditions will only become part of the agreement if Iconic expressly agrees to them in writing.
2. Subject Matter of Contract
Iconic offers the use of the Iconic Services within the scope of the existing technical and operational possibilities.
Use of the Iconic Services are subject to fees as agreed between Iconic and the Customer. Use of the Iconic Services via the IPTranslator Web Application located at http://web.iptranslator.com (hereinafter: IPTranslator) is subject to a period of free usage after which Customers are subject to payment of a fee (see § 7). Use of the Iconic Services via the eDiscovery Web Application (hereinafter: DiscoverMT) is subject to beta access conditions agreed with the Customer at the time access is granted.
The Iconic Services will be constantly enhanced, updated and modified in order to provide the customer with a maximum coverage of goods and services translated into English. The Iconic Services is making use of various databases in order to provide the Customer with translations of goods and services into English. Therefore, the Customer will only be granted the right to use the Iconic Services in its then current version.
Iconic does not guarantee that the translation service is always correct and complete. The user acknowledges that the Iconic service is an automated translation service. The Customer therefore acknowledges that translation errors may occur and/or that the Iconic Service may not contain all wordings and/or phrases which may have been available for given source documents. The translations produced by the Iconic service are for information purposes or as a foundation for post-editing. The user acknowledges that the quality of the translations produced by the Iconic service may not always be adequate for this purpose. Iconic Translation Machines Ltd. disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties of merchantability, fairness for a particular purpose and non-infringement.
Iconic reserves its right to cease operation of the Iconic Services, or certain features thereof, without giving reasons or prior notice. In such a case, the Customer can request a refund of any payments already made in respect of services provided by Iconic which have not been utilized. The Customer’s right to terminate the agreement with immediate effect remains unaffected. Any other claims are excluded.
3. Registration for the Use of the Iconic Services via IPTranslator
Use of the Iconic Services via IPTranslator requires an online application for registration of a user account (hereinafter: Account). During the registration process, the Customer must fill in an online registration form and accept these ToS by clicking on a check box. By registering for an Account, the Customer accepts these ToS as binding.
All fields on the registration form labelled as “mandatory” must be filled in. The information provided by the Customer on the registration form must be true and correct. Upon registration, the Customer has to provide an email address at which they can effectively be reached.
The contract between Iconic and the Customer regarding the use of the Iconic Services via IPTranslator is concluded when Iconic accepts the Customer’s application for the registration of an Account. Iconic may accept the offer expressly or by setting up the Account. Iconic will confirm receipt of the Customer’s application by sending an email to the email address submitted in the registration form. This confirmation is not a binding acceptance of the offer. However, the confirmation can be sent together with such acceptance.
After the successful creation of an Account, Iconic will provide the Customer with access data for log-in and the use of the Iconic Services via IPTranslator.
Each Co-Worker will have to accept these ToS as binding. Each Co-Worker will be provided with a separate set of access data for the use of the Iconic Services via IPTranslator.
The Customer and each Co-Worker are obliged to adhere to these ToS and all applicable laws and regulations.
There is no legal claim against Iconic for the creation of an Account or for acceptance of an application for the creation of an Account as the case may be.
The contract between Iconic and the Customer regarding the use of all other Iconic Services is concluded when the Customer requests and receives a customer key and accesses the Iconic Services.
4. Access to Iconic Services
Registered Customers of the Iconic Services (via IPTranslator or DiscoverMT) and Co-Workers may log-in for the use of the Iconic Services via the online platform after having retrieved the respective URL on the Internet. Log-in into the Account is only allowed using the website of Iconic Services.
The Iconic Services via IPTranslator and DiscoverMT may only be accessed via ordinary web-browsers. Further, the Iconic Services via IPTranslator and DiscoverMT may only be accessed by using the software provided by Iconic on its website. The use of any other software to access the Iconic Services via IPTranslator and DiscoverMT is expressly prohibited. Breach of this contractual obligation entitles Iconic to terminate this Agreement with immediate effect. Iconic expressly reserves its right to claim damages.
Iconic Services may also be accessed via an online API or via authorised CAT tool connectors. A valid customer key is required to access the Iconic Services via these means. Customer keys are available by request from Iconic and access to the Iconic Services with a customer key that was not provided by Iconic will result in termination of access to the Iconic Services. Upon accessing the Iconic Services by these means, the Customer accepts these ToS as binding..
It is the Customer’s sole responsibility to maintain his computer(s) in a state which enables the use of the Iconic Services. If the Iconic Services is used on other systems, e.g. internet capable mobile phones, the scope of usage may be restricted.
Iconic undertakes to ensure an availability of the Iconic Services of 97% as a yearly average. Excluded from this are periods during which the servers of the Iconic Services are not accessible due to circumstances which do not fall within the responsibility of Iconic (e.g. force majeure). Also excluded are periods of maintenance during which accessing the servers of the Iconic Services is not possible.
5. Rights of Use / Illegal Interferences
Iconic hereby grants the Customer a non-exclusive and non-transferable right to use the Iconic Services during the Term of this Agreement for the purposes of translating documents from many languages into English. The Customer is entitled to use the translations retrieved by using the Iconic Services in its ordinary course of business only.
Iconic is entitled to take any technical measures which Iconic deems necessary to prevent any unauthorized use of the Iconic Services.
The Customer must refrain from any conduct which may interfere with the operation of the Iconic Services and/or the additional services and which may disturb the services offered by Iconic.
The Customer must refrain from any use, circulation and/or transfer of the information retrieved by using the Iconic Services other than expressly agreed in these ToS. In particular, any sale, lending, lease or rent of the information retrieved by using the Iconic Services is strictly prohibited. Any commercial use of the information retrieved by using the Iconic Services for other purposes than stipulated herein or otherwise expressly agreed between the Customer and Iconic is prohibited as well.
The Customer must not make any copies of the information retrieved from the Iconic Services or elements of such information other than for the purposes stipulated herein. The Customer must not make available any information retrieved from the Iconic Services to any party which is not a Co-Worker or not a party to this agreement (third party), including any copies of such information.
The Customer must not permanently store and/or archive any information retrieved from the Iconic Services or elements of such information except for use of such information within Customer’s ordinary course of business. In particular, the customer must not use any information retrieved from the Iconic Services in any local retrieval systems and/or local databases.
The Customer must not take any measures or use mechanisms or software in conjunction with the Iconic Services, which may interfere with the function of the Iconic Services. In particular, the Customer must not make use of any web-crawler programs or spider programs which automatically retrieve data and other information contained in the Iconic Services.
The Customer must not take any measures which might cause an unacceptable or excessive load on Iconic’s technical capacities.
The Customer must not use the Iconic Services for illegal purposes. The Customer is obliged to adhere to all applicable laws and regulations when using the Iconic Services in any way.
Any breach of the aforementioned § 5 entitles Iconic to immediately block the respective Account and to terminate the respective agreement over the use of the Iconic Services with immediate effect and without prior warning. Any further rights of Iconic remain unaffected. Iconic explicitly reserves its right to claim damages.
6. Access Data
The Customer must not transfer his Account to third parties. The Customer must not grant access to his Account to third parties. The Customer is obliged to keep all access data for the Iconic Services (login, passwords etc.) strictly confidential. He will promptly inform Iconic if he finds out or suspects that an unauthorised third person is in possession of his access data. The Customer is aware that in the event that a third party uses the Iconic Services with his access data, through his own fault, the Customer is liable for the fees and for damages. All access through a Customer’s access data shall be considered as an access by that particular Customer himself. Iconic points out that passwords should regularly be changed for security reasons.
The Customer must not use the Account or access data of another Customer.
In the event that Iconic has reason to believe that an unauthorised third party is in possession of access data, Iconic may, without assuming any responsibility to do so, and always acting at its sole discretion, change the access data without prior notice or block the respective Account. Iconic will promptly inform the rightful Customer and will, upon request, communicate the new access data to him without undue delay. The Customer cannot claim to have his initial access data restored.
Iconic is not responsible for any damage or loss of data on the local computer of the Customer which results from the installation of software which was not provided by Iconic.
Iconic protects its systems against viruses. However, the Customer acknowledges that virus can never be completely ruled out. The Customer is aware that unauthorised third parties may send emails under the name of IPTranslator or Iconic, without Iconic’s knowledge or consent, and such emails may contain viruses, spyware or links to websites which, in turn, contain viruses or spyware. Iconic cannot prevent such behaviour. The Customer will, therefore, check all incoming mail sent by or under the name of IPTranslator Iconic, for viruses before opening them.
Iconic will usually communicate with the Customer via email. The Customer shall make sure that he receives all emails sent by Iconic to the address submitted to Iconic in the registration form or at a later date. In particular, he will configure the spam filter accordingly and regularly check this address for incoming mail. Iconic may choose any other appropriate means of communication.
7. Prices and Payment Conditions; Payment dates
Upon opening an Account for and/or receiving a customer key for the Iconic Services, the Customer and its Co-Workers, if applicable, will be granted access to the Iconic Services. When using the Iconic Services via IPTranslator, the Customer and its Co-Workers, if applicable, have – always in accordance with these ToS and all applicable laws and regulations only – the opportunity to place an unlimited number of queries with the Iconic Services in order to translate documents into the English language. Use of the Iconic Services via IPTranslator beyond the period of free usage is subject to a subscription fee. Function and price of the Iconic Services are displayed on the Iconic Website.
Since the Iconic Services will be developed and enhanced from time to time, Iconic reserves its rights to offer new additional services or to stop offering certain additional services. In the event that the Customer has made payments for additional services for a period of time in the future, and cannot make use of these, because they are no longer offered and/or are offered in the Iconic Services as well, Iconic will refund the Customer on a pro rata basis. In the aforementioned cases, the Customer has the right to terminate the agreement with immediate effect. Any other claims of the Customer are excluded.
The fees for the use of the Iconic Services are payable in advance and become due upon the conclusion of the agreement between Iconic and the Customer over the use of the Iconic Services and/or the activation of the services by the Customer.
Iconic is entitled to lower its prices permanently or temporarily and to permanently or temporarily offer new products, services or invoicing methods. Iconic is further entitled to change the prices at any time with six weeks prior written notice or by informing the Customer via email to the email address provided by the Customer. If the Customer does not object to the price changes within six weeks of being informed of the price change, the new price will become effective at the next renewal of the subscription. The contractual relationship will then continue with the new prices. Iconic will inform the Customer about the possibility to object and the legal consequences, especially the legal consequences arising from a failure to object, when notifying the Customer about the price changes. If the Customer objects in time, each party may terminate the contract with one month’s prior notice. Until termination, the former tariffs and prices will remain in effect. Any payments for services in respect of the period after the termination takes effect will be reimbursed on a pro rata basis. Any other claims of the Customer against Iconic are excluded.
In the event of late payment, Iconic is entitled to request an interest rate of 8% above the then current base rate. Iconic is further entitled to immediately cease performance and to disable and to deactivate the respective Account.
In case the Customer causes reversal debits and/or cancellation fees for the cancellation of debits through the Customer’s fault, or a lack of backing of the Customer’s bank account, the Customer shall reimburse Iconic for any such cancellation fees and costs. Iconic shall have the right to debit these cancellation fees and costs, along with the original fees, from the Customer’s account. If payment of the fees is made through credit cards and reversal debits occur, Iconic charges a service fee of EUR 20.00 per credit card transaction plus banking fees, unless the Customer proves that no damage or only a substantially lower damage has been caused.
The Customer may only offset if he has a claim against Iconic which Iconic has not disputed or which has been declared legally binding by a court decision. The Customer may not withhold any payment due and payable to Iconic. The Customer is not entitled to assign his claims against Iconic to a third party.
Expiration of credit
All credit packages listed in the price list for Iconic Services via IPTranslator are valid for 90 days from the day of purchase. On expiration of this period, credit purchased within the package will be charged off the account. Any additional purchases during that period will extend validity period of the credit available for 90 days from the date of the latest purchase. Valid periods of several packages bought in the same day will not result in a multiplied valid period for the purchased credit. The resulting valid period for the whole amount of credit purchased in the same day will be 90 days.
The Iconic Services, the Iconic websites as well as any software provided on the Iconic websites, for example for the use of the Iconic Services, are protected by copyright. The Customer acknowledges and agrees that the Iconic Services is software and content developed by Iconic and is therefore subject to copyright. Any computer programs associated with the Iconic Services are computer programs according to copyright law. By providing access to the Iconic Services to its Customers, Iconic does not waive any of his rights associated with the Iconic Services.
It is strictly prohibited to make use of the Iconic Services in any other way than stipulated in these ToS. Iconic expressly reserves its rights to prosecute criminally and sue civilly any infringements of its copyrights or other proprietary rights associated with the Iconic Services. Any use of the Iconic Services which is not expressly permissible under these ToS requires the express prior written consent of Iconic.
Trademarks, business names, logos and any other distinguishing marks of IPTranslator or Iconic are protected by trademark rights and/or copyrights and must not be altered or removed.
9. Term and Termination
Any contracts between the Customer and Iconic are entered into for an unlimited period of time, unless otherwise agreed. Where the contract has been entered into for an unlimited period of time, both Parties may terminate the contract with immediate effect at any time.
In the event that the contract regarding the use of Iconic Services has been agreed upon by means of a subscription for a temporary use only, the subscription automatically renews for the same period of time, unless automatic renewal has been deactivated. In this case the subscription is terminated at the renewal date.
The right of both Parties to terminate the contract for cause remains unaffected by the aforementioned provisions. In the event that Iconic is responsible for the extraordinary termination of the contract, the Customer will be reimbursed for any payments he may have made in respect of the period after the termination takes effect, on a pro rata basis. The Customer does not have any other claims, unless otherwise provided in these ToS.
Iconic may in particular terminate the contract for cause if:
- The Customer and/or a Co-Worker culpably breaches any legal rule, these ToS and/or specific rules for the use of the Iconic Servicess and/or additional services, and such breach remains uncured in identical or similar form, despite written notice.
- The Customer is late in paying fees for two consecutive months despite two reminders.
In case of severe breaches, the contract may be terminated without prior written notice. A severe breach is a breach which makes it unreasonable for Iconic to remain bound by the contract and includes, but is not limited to:
- The Customer and/or a Co-Worker breaches copyright law, trademark law (see above § 8) and/or criminal law;
- The Customer and/or a Co-Worker is in breach of § 4 (2), (3) or (4) and/or § 5 (1)-(9) of these ToS;
- The Customer and/or a Co-Worker provides incorrect information upon registration (see § 3) or upon payment for the use of the Iconic Services see § 7).
Each termination has to be in writing in order to be effective; email is sufficient to comply with the written form requirement. Extraordinary termination of the contract must state the reasons for termination.
10. Data Protection
11. Claims based on defects; Limitation of Liability
The Customer acknowledges that the Iconic Services is an automated translation service and that Iconic cannot guarantee that the Iconic Services is always complete and correct. Iconic only offers and provides the Iconic Services in its then current version. The Customer cannot claim that a certain condition or functional status of the Iconic Services and/or additional services are maintained or achieved. The Customer is aware that the Iconic Services and/or the additional services – like any other software – can never be completely free of errors. Therefore, the Iconic Services and/or the additional services can only be considered to be defective if usability is affected severely and for a prolonged period.
The Customer shall document any significant defect in the Iconic Services or other services or deliveries of Iconic; he shall report them in writing, along with a log of the error messages displayed. Before reporting a potential error, the Customer shall consult the instructions and other troubleshooting tools provided by Iconic (especially frequently asked questions lists or forums for troubleshooting). The Customer shall use his best efforts to support Iconic in any attempts to eliminate errors.
The Customer will notify Iconic of any defects in writing, without undue delay, upon discovery. Any defects must be reported without undue delay upon discovery. If no notice has been given within the time limit, all claims based on such defects shall forfeit. For the Customer’s own protection and for evidence reasons, the Customer is advised to send such reports in writing by using the Support form to Iconic.
Iconic is not liable for incompleteness, errors or defects of the Iconic Services which result from missing or wrong data entries in the databases the Iconic Services is making use of.
Iconic is not liable for any defects which are caused by external events, handling errors by the Customer, force majeure or by manipulations which are not carried out by Iconic or which cannot be attributed to Iconic.
Iconic does not assume any warranties, unless otherwise agreed upon in writing.
Iconic is not liable for damages unless they are caused intentionally or by gross negligence. Iconic is liable for advice given only as far as the advice concerned the Iconic Services directly.
The aforementioned limitations do not apply to the liability for personal injury of life, body and health. They do not apply in the event that the damage is the result of a breach of a guarantee. They do not apply in respect of the breach of a primary obligation (i.e. a contractual duty, the adherence to which is of special importance to the fulfilment of the contractual objective and on which the client, as a party to this contract, may legitimately rely) or an essential obligation. Iconic’s liability according to the product liability laws remain unaffected.
Liability for breach of an essential obligation is limited to the damage which could reasonably have been foreseen. The damage which could have been foreseen is limited to EUR 500.00 per Account.
The aforementioned limitations of liability also apply for the personal liability of staff, employees, assistants, vicarious agents, contributors, representatives, organs, shareholders of Iconic and their members.
12. Changes to these ToS
Iconic reserves the right to make changes to these ToS for the future, if this should prove necessary and if the Customer is not disadvantaged contrary to good faith.
The Customer will be notified of the changes to the ToS at least two weeks before the changes become effective, in appropriate written form. Notification will usually take place upon the next log-in of the Customer.
The Customer can object to a change or amendment of the ToS within one month of being notified thereof. If the Customer objects in time, each party may terminate the contract by giving one month’s notice. Further termination rights remain unaffected. Payment made for the use of Iconic and/or additional services after the termination takes effect will be reimbursed on a pro rata basis. If the Customer fails to object to the changes to the ToS within one month of being notified, the change or amendment made to the ToS will become effective regarding the respective Customer.
Place of jurisdiction is Dublin, Ireland
The laws of the Republic of Ireland apply to these ToS and any and all contracts concluded subject to these ToS, as well as any claims arising therefrom. The application of the United Nations Convention on Contracts for the International Sale of Goods and the application of International Private Law is excluded.
Should any provision of these ToS be held to be unlawful, void, or for any reason unenforceable, then this shall not affect the validity and enforceability of the remaining provisions.
Any changes and amendments to the contract between Iconic and the Customer and to any additional agreements must be in writing. Any change to the written form requirement must also be in writing.
Date of last update: January 30th, 2019