Version: 1.0
These Terms of Service ("Terms") govern access to and use of the LanguageOps platform, software, APIs, connectors, AI workflows, translation tools, file-processing tools, project-management tools, support services, consultancy add-ons, beta features and related services provided by LanguageOps (the “Services”).
By creating an account, signing an order form, accepting an invoice, using the platform, or otherwise accessing the Services, the customer ("Customer", “you”, “your”) agrees to these Terms. If an individual accepts these Terms on behalf of a company or organisation, that individual confirms that they have authority to bind that organisation, and references to “you” mean both the individual and the organisation.
1. Business customers only
1.1 The Services are offered exclusively to businesses, sole traders acting in the course of a business, and other organisations acting for purposes related to a trade, business, craft or profession. By accepting these Terms, you confirm that you are not entering into them as a consumer within the meaning of the Consumer Rights Act 2015.
1.2 If you are acting as a consumer, you must not use the Services and we may close your account.
2. Definitions
Account means the customer account created to access the Services.
AI Services means artificial intelligence, machine translation, generative AI, quality estimation, terminology extraction, translation-memory matching, review assistance, summarisation, classification, document analysis and related automated processing made available through the Services.
Beta Feature means any feature, tool, integration, model, workflow or service marked as beta, experimental, preview, early-access, pilot or similar.
Confidential Information has the meaning given in clause 11.
Customer Content means any files, text, translation memories, termbases, glossaries, datasets, project data, prompts, instructions, source content, target content, metadata, style guides, reference materials, translated output, review comments or other materials uploaded to, created in, processed through, or generated using the Services by or on behalf of the Customer.
Data Processing Addendum or DPA means the LanguageOps Data Processing Addendum available on request.
Documentation means user guides, technical instructions, API documentation, support articles, specifications, platform notices and other materials made available by LanguageOps.
Imported Words means source words, target words or other word counts imported into or processed by the Services, as calculated by LanguageOps using its then-current counting method.
Invoice means an invoice, order form, proposal, statement of work, online checkout, subscription confirmation or similar commercial document issued by or accepted by LanguageOps.
Personal Data has the meaning given in the UK GDPR.
Platform Fee means the recurring or one-off fee payable for access to the Services, excluding usage-based charges unless expressly stated otherwise.
Pricing Page means the LanguageOps pricing page, usage-rate page, order form, invoice, quotation or other pricing document made available to the Customer.
Reseller means a Customer authorised in writing by LanguageOps under a Reseller Agreement to market, resell, administer, manage, support or make available the Services to Sub-Customers or through Sub-Accounts.
Reseller Agreement means a separate written agreement, addendum, order form or other document approved and signed by LanguageOps that authorises a Customer to act as a Reseller and sets out the reseller-specific commercial, operational, billing, support, sub-account, compliance and liability terms.
Sub-Account means a separate workspace, client account, project account, tenant, organisation, environment or account area created under or linked to a Reseller’s Account for use by or on behalf of a Sub-Customer.
Sub-Customer means a client, end customer, affiliate, group company, agency customer, translator, linguist, reviewer, contractor or other third party who accesses or receives the benefit of the Services through a Reseller or Sub-Account.
Subscription Period means the subscription, pilot, introductory-offer or service period stated in the Invoice or otherwise agreed in writing.
Third-Party Services means third-party software, APIs, cloud providers, AI model providers, machine-translation providers, storage services, mail providers, connectors, authentication systems, payment processors and other services used by or integrated with the Services.
Token Use means usage of AI models, large language models, machine-translation engines and other automated processing measured by tokens, characters, words, pages, files, segments, minutes, API calls, compute time or any other usage metric used by LanguageOps or its providers.
UK GDPR means the United Kingdom General Data Protection Regulation as supplemented by the Data Protection Act 2018.
Users means employees, contractors, clients, reviewers, linguists, project managers, administrators and other individuals authorised by the Customer to use the Services.
3. Accounts and authority
3.1 You must provide accurate account, billing and contact information and keep it up to date.
3.2 You are responsible for all activity under your Account and for ensuring that all Users comply with these Terms.
3.3 Each User must use their own login credentials unless we expressly permit shared access for a specific workflow. Login credentials must be kept secure and must not be sold, shared publicly or used to circumvent seat or usage limits.
3.4 You must promptly notify us of any suspected unauthorised access, security incident, misuse of credentials or breach affecting the Account.
4. Access to the Services
4.1 Subject to these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription Period for your internal business purposes or agreed client-service purposes.
4.2 You may permit Users to access the Services only for your authorised purposes. You are responsible for your Users’ acts and omissions as if they were your own.
4.3 We may offer different plans, feature tiers, usage limits, support levels, pilots, enterprise terms or bespoke arrangements. The Services available to you are those stated in the applicable Invoice, account settings, Pricing Page or Documentation.
4.4 We may update, improve, modify, replace, limit, suspend, remove or discontinue features from time to time. Where a change materially reduces paid core functionality during a committed Subscription Period, we will use reasonable efforts to provide at least 30 days’ prior notice or a commercially reasonable alternative, except where the change is required for security, legal, provider, operational or urgent technical reasons.
4.5 You are responsible for maintaining suitable internet access, browsers, devices, systems, security controls and third-party accounts needed to use the Services.
4.6 Reseller rights, Sub-Accounts and Sub-Customer access are permitted only where LanguageOps has expressly authorised them in a signed Reseller Agreement. See clause 7.
5. Customer Content and ownership
5.1 As between the parties, you retain ownership of all Customer Content.
5.2 You grant LanguageOps a worldwide, non-exclusive, royalty-free, sublicensable (to subprocessors and Third-Party Services) licence to host, copy, transmit, process, modify, transform, translate, analyse, display and otherwise use Customer Content solely as necessary to: (a) provide, secure, support, maintain, troubleshoot and operate the Services; (b) comply with law; (c) enforce these Terms; and (d) perform agreed work for you. The licence terminates when the Customer Content is deleted from the Services in accordance with clause 13.
5.3 LanguageOps does not claim ownership of Customer Content, translation memories, termbases, glossaries, style guides or translated outputs created from your materials.
5.4 You warrant and represent that you have all rights, licences, permissions, notices and consents required to upload, process and use Customer Content through the Services, including any third-party, client, confidentiality, data-protection, employment, intellectual-property or export-control permissions.
5.5 You are responsible for the legality, quality, accuracy, completeness, appropriateness and professional suitability of Customer Content and any outputs used by you.
5.6 LanguageOps may generate operational metadata, logs, analytics, performance metrics, error reports, usage data and aggregated or anonymised information from use of the Services. We may use this information to operate, secure, improve, price and develop the Services, provided that the information does not identify you, does not reveal Customer Content to other customers, and does not constitute Personal Data once aggregated or anonymised.
6. AI Services, machine translation and outputs
6.1 The Services may use AI Services to assist with translation, editing, terminology, quality assurance, review, extraction, classification, workflow automation or other tasks.
6.2 AI Services may produce inaccurate, incomplete, inconsistent, non-unique, misleading or unsuitable outputs. You remain responsible for reviewing, validating and approving all outputs before publication, delivery, reliance or onward use.
6.3 LanguageOps does not warrant that AI-generated or machine-translated output will be error-free, compliant with any regulatory standard, suitable for a particular use, accepted by any client, or free from third-party claims.
6.4 Unless expressly agreed in writing, the Services are not intended for, and you must not use them for, legal advice, medical advice, financial advice, certified or sworn translation, court-admissible translation, life-safety decisions, or other regulated or high-risk applications.
6.5 Customer Content may be processed by Third-Party Services, including AI model providers and cloud infrastructure providers, as necessary to provide the Services. We will take commercially reasonable steps to use reputable providers and impose appropriate contractual protections.
6.6 No training without consent. LanguageOps will not use Customer Content to train, fine-tune, evaluate, retrain or otherwise improve any machine-learning model that is made available to other customers or to the public, unless you have given prior express opt-in consent in writing. This restriction does not prevent LanguageOps from using fully aggregated, statistical or non-personal operational information (for example, error rates, latency, file-type distributions, usage volumes) to improve routing, capacity planning, security, pricing and service reliability, provided that no Customer Content, Personal Data or customer-identifying information is exposed.
6.7 Where you choose or request a specific AI provider, model, region, integration or workflow, you are responsible for understanding any additional provider terms, data-transfer implications, cost implications and limitations that apply.
6.8 AI Services may be subject to rate limits, safety filters, provider outages, provider policy changes, model changes, context-window limits, output limits, token limits and regional availability restrictions.
7. Reseller arrangements and Sub-Accounts
7.1 You may not act as a Reseller, create Sub-Accounts, provide managed access to Sub-Customers, bundle the Services into your own services, or hold yourself out as authorised to resell the Services unless you have signed a Reseller Agreement with LanguageOps.
7.2 The Reseller Agreement (and any associated Invoice) will state the commercial scope of the reseller arrangement, including the number of Sub-Accounts permitted, the permitted Sub-Customer category, the applicable Subscription Period, pricing, usage allowances, support responsibilities, billing arrangement, territory, white-label rights and restrictions.
7.3 A Reseller is responsible for all activity, Customer Content, Sub-Customer content, Users, Sub-Accounts, instructions, workflows, usage, Token Use, imports, exports and outputs under its Account and under any Sub-Accounts, except to the extent caused by LanguageOps’ breach of these Terms.
7.4 A Reseller must ensure that each Sub-Customer and User is bound by written terms that are at least as protective of LanguageOps as these Terms, and must not promise any rights, service levels, warranties, data-processing terms, pricing stability, unlimited usage, ownership position, support commitment or liability position on behalf of LanguageOps unless LanguageOps has expressly agreed that wording in writing.
7.5 A Reseller is responsible for obtaining all rights, consents, notices, licences and permissions required for Sub-Customer content to be uploaded to, processed by or generated through the Services, including client confidentiality permissions, data-protection notices, lawful bases, AI-processing permissions and third-party intellectual-property permissions.
7.6 Token Use, imported-word usage and other usage-based charges may be billed to the Reseller Account, directly to a Sub-Account, or through another billing arrangement approved by LanguageOps in writing. If no separate Sub-Account billing arrangement is stated, the Reseller is responsible for all fees, Token Use, overages, taxes and charges incurred by its Sub-Accounts and Sub-Customers.
7.7 LanguageOps may impose, change or enforce usage limits, spend limits, credit limits, imported-word limits, Token Use caps, model restrictions, account controls, suspension rights, approval workflows and reporting requirements at Reseller Account or Sub-Account level.
7.8 LanguageOps may suspend, disable, restrict or terminate any Sub-Account where it reasonably suspects misuse, security risk, unlawful activity, payment default, breach of these Terms or a Reseller Agreement, breach of provider terms, excessive usage or risk to LanguageOps, the Services, a Third-Party Service or another customer.
7.9 Unless expressly agreed otherwise, the Reseller is solely responsible for first-line support, customer relationship management, billing and collection from Sub-Customers.
7.10 The Reseller must indemnify LanguageOps against losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising from Sub-Customer content, Sub-Account activity, the Reseller’s resale or bundling of the Services, unauthorised commitments made by the Reseller, the Reseller’s failure to obtain required permissions, or any claim by a Sub-Customer, except to the extent caused by LanguageOps’ breach of these Terms or the Reseller Agreement.
8. Fees, introductory offers, usage and billing
8.1 You must pay the Platform Fee, usage charges, Token Use charges, support fees, consultancy fees, onboarding fees, overage charges, taxes and any other fees stated in the applicable Invoice, Pricing Page or written agreement.
8.2 Unless expressly stated otherwise, Platform Fees do not include unlimited AI, machine-translation, LLM, storage, file-conversion, OCR, transcription, dubbing, compute, connector, API, imported-word or Third-Party Service usage.
8.3 Token Use and usage-based billing. All Token Use and other usage above the Platform Fee will be charged at LanguageOps’ then-current standard rates unless expressly stated otherwise in the Invoice. Usage may be measured by tokens, words, characters, segments, files, pages, minutes, API calls, compute time, model type, provider cost, workflow type or another reasonable metric.
8.4 Rate changes. LanguageOps may adjust Token Use rates, Third-Party Service rates, model rates, imported-word allowances, fair-use limits and other usage limits from time to time to reflect market costs, provider costs, exchange rates, infrastructure costs, service availability, abuse prevention, product packaging or commercial requirements. For committed paid Subscription Periods, LanguageOps will give at least 30 days’ prior notice of any material increase to standard rates, except where the increase is a direct pass-through of a Third-Party Service price change, is required for legal, security or abuse-prevention reasons, or relates to Beta Features, free services or non-committed plans, in which case the change may take effect immediately on notice.
8.5 Imported-word limits. Plans may include limits or allowances for Imported Words. Imported-word limits are stated on the Pricing Page, in the Invoice or in account settings. Imported Words above the applicable allowance may be blocked, throttled, queued, charged as overage, or require a plan upgrade.
8.6 Introductory offers. Any introductory, pilot, launch, founder, discounted, free, credit-based or promotional offer applies only for the period and scope expressly stated in the Invoice or written offer. After that period, you will be charged at LanguageOps’ then-current standard rates unless otherwise agreed in writing.
8.7 Credits and allowances. Any included credits, token allowances, word allowances, support hours, consultancy hours or other usage allowances are not cash equivalents, are non-transferable, and expire at the end of the period stated in the Invoice or account terms unless LanguageOps agrees otherwise in writing.
8.8 Fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise. You are responsible for all taxes, duties, levies, withholdings and similar charges except taxes based on LanguageOps’ net income.
8.9 Unless the Invoice states otherwise, invoices are payable within 30 days of issue. LanguageOps may require payment in advance, card payment, direct debit, deposit, prepaid credits or automated billing for some plans.
8.10 Fees are non-refundable and non-cancellable except where required by law or expressly agreed in writing.
8.11 If payment is overdue, LanguageOps may, without prejudice to any other remedy: (a) charge interest under the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend access to the Services; (c) reduce limits or disable AI processing; (d) pause support; (e) withhold deliverables; and (f) terminate the Account. Interest will continue to accrue after as well as before judgment.
8.12 You must not withhold or set off payment because of purchase-order requirements, vendor onboarding delays, internal approval processes or invoice-format preferences unless LanguageOps has agreed those requirements in writing before the relevant Services were provided.
9. Acceptable use
You must not, and must ensure your Users do not:
9.1 use the Services unlawfully or in breach of these Terms, Documentation or applicable laws;
9.2 upload, process or transmit malware, harmful code, spam, phishing material, unlawful content, infringing content, defamatory content, abusive content or content that violates third-party rights;
9.3 attempt to gain unauthorised access to the Services, other accounts, systems, networks, models, prompts, infrastructure or data;
9.4 interfere with, overload, scrape, probe, scan, stress-test, reverse engineer, decompile, bypass, circumvent, benchmark for competitive purposes or disrupt the Services except with prior written consent or to the extent reverse-engineering is permitted by mandatory law;
9.5 resell, sublicense, rent, lease, white-label, create Sub-Accounts, provide managed access to Sub-Customers, or provide access to the Services to third parties except as expressly permitted in a signed Reseller Agreement or other written agreement signed by LanguageOps;
9.6 use the Services to build, train, benchmark or improve a competing product or service without LanguageOps’ prior written consent;
9.7 remove copyright notices, proprietary notices, security measures or usage controls;
9.8 submit special-category personal data, criminal-offence data, children’s data, biometric data, health data, highly sensitive personal data, regulated data, export-controlled data or classified data unless you have confirmed that the Services, plan, region, security controls and data-processing terms are appropriate for that data and LanguageOps has agreed any required additional safeguards in writing;
9.9 use the Services for decisions that produce legal, employment, credit, healthcare, immigration, law-enforcement or similarly significant effects without appropriate human review and legal compliance;
9.10 use the Services in a way that materially exceeds reasonable or published fair-use limits; or
9.11 use the Services to develop, train or operate weapons systems, surveillance of individuals without lawful basis, biometric identification systems prohibited by law, or for any other use prohibited by applicable AI regulation.
LanguageOps may suspend or restrict access immediately where it reasonably suspects misuse, security risk, unlawful activity, excessive usage, payment default, breach of these Terms or a provider-policy violation.
10. Third-Party Services and integrations
10.1 The Services may integrate with or depend on Third-Party Services, including AI model providers, machine-translation engines, cloud hosting, storage, payment processors, email providers, CMS systems, translation-management systems, CAT tools, API providers and authentication providers.
10.2 LanguageOps is not responsible for Third-Party Services that it does not control, including their availability, pricing, model behaviour, data practices, outages, terms, support, performance, changes or discontinuation.
10.3 You are responsible for having the necessary rights, credentials, subscriptions, licences and permissions for Third-Party Services connected to your Account.
10.4 LanguageOps may add, remove, replace, restrict or change Third-Party Services or integrations where commercially, legally, technically or operationally necessary.
10.5 If a Third-Party Service changes its pricing, terms, model, API, data-processing rules or availability, LanguageOps may adjust the Services, pass through costs, change usage rates, suspend affected functionality or require you to accept additional terms.
11. Support, consultancy and custom work
11.1 Support, onboarding, consultancy, custom development, connectors, automations, integrations, workflow design, migration, training and other professional services are provided only if included in the applicable plan, Invoice or written agreement.
11.2 Any time estimates, delivery dates, roadmaps, feature requests or implementation plans are estimates and are not binding unless expressly stated as binding in a signed statement of work.
11.3 Unless expressly agreed otherwise, custom work, platform improvements, reusable components, connectors, automations, scripts, templates, know-how, workflows and generalised features created by LanguageOps remain owned by LanguageOps, excluding your pre-existing Customer Content and Confidential Information.
11.4 Where LanguageOps creates bespoke deliverables specifically for you, ownership and licence terms will be set out in the applicable Invoice or statement of work. If no specific ownership terms are stated, LanguageOps grants you a non-exclusive, non-transferable, non-sublicensable licence to use those deliverables for your internal business purposes in connection with the Services.
12. Confidentiality
12.1 In these Terms, “Confidential Information” means any non-public business, technical, commercial, financial, product, pricing, customer, supplier, security, roadmap, source-content, translation-memory, termbase, workflow and project information disclosed by one party to the other, whether or not marked as confidential, that a reasonable person would understand to be confidential.
12.2 Each party must use the other party’s Confidential Information only for the purposes of performing or receiving the Services, must protect it using at least the same care it uses for its own confidential information of similar importance (and in any event no less than reasonable care), and must not disclose it except to employees, contractors, advisers, suppliers or subprocessors who need to know it and are bound by confidentiality obligations no less protective than these.
12.3 Confidentiality obligations do not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was already known to the receiving party without restriction before disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; (d) is lawfully received from a third party without restriction; or (e) is required to be disclosed by law, regulation or court order, provided that, where lawful, the receiving party gives reasonable prior notice to allow the disclosing party to seek a protective order.
12.4 LanguageOps may disclose Customer Content and Confidential Information to Third-Party Services, subprocessors, contractors and advisers as reasonably necessary to provide, secure, support and improve the Services, subject to appropriate confidentiality or data-processing obligations.
12.5 Each party acknowledges that damages may not be an adequate remedy for breach of this clause and that the disclosing party may seek injunctive relief in addition to other remedies.
12.6 Confidentiality obligations continue for 5 years after termination of these Terms, or indefinitely in respect of information that is a trade secret.
13. Privacy, data protection and security
13.1 Each party will comply with applicable data-protection laws, including the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR (together, “Data Protection Laws”).
13.2 Where LanguageOps processes Personal Data in Customer Content on behalf of you, you are the controller and LanguageOps is the processor, unless otherwise agreed or required by law. The Data Processing Addendum is incorporated by reference into these Terms and applies to all such processing. In the event of conflict, the Data Processing Addendum prevails over these Terms in respect of personal data processing.
13.3 LanguageOps will process Personal Data only on your documented instructions (which include these Terms, the Data Processing Addendum and your use of the Services), and to comply with law.
13.4 You are responsible for ensuring that data subjects have been given the notices required under Data Protection Laws and that you have a lawful basis for uploading and processing Personal Data through the Services. You are responsible for responding to data-subject requests, conducting any required data-protection impact assessments, and notifying relevant authorities of personal data breaches affecting your data, with reasonable assistance from LanguageOps as set out in the Data Processing Addendum.
13.5 You must not upload special-category personal data, criminal-offence data, children’s data, biometric data, health data, highly sensitive personal data, regulated data, classified data or export-controlled data unless you have confirmed that the Services and applicable data-processing terms are suitable for that data and LanguageOps has agreed any required additional safeguards in writing.
13.6 LanguageOps will maintain commercially reasonable administrative, technical and organisational measures designed to protect Customer Content against unauthorised access, loss, misuse or disclosure, as further described in the Data Processing Addendum or our published security overview.
13.7 LanguageOps will notify you without undue delay, and in any event within 72 hours, of becoming aware of any personal data breach (as defined in the UK GDPR) affecting your Personal Data.
13.8 No online service can guarantee absolute security. You are responsible for secure configuration, access permissions, local backups, endpoint security, password hygiene and appropriate internal controls.
13.9 LanguageOps may engage subprocessors and Third-Party Services to provide the Services. A current list is available on request or as published. We will give at least 30 days’ prior notice of new or replacement subprocessors that process Personal Data (or such shorter period as is reasonable in the circumstances), and you may object on reasonable data-protection grounds; if we cannot reasonably accommodate your objection, you may terminate the affected Services and receive a pro-rata refund of pre-paid fees for the unused period.
13.10 International transfers of Personal Data may occur depending on your selected region, providers, AI Services and integrations. Where Personal Data is transferred outside the UK or EEA to a jurisdiction without an adequacy decision, LanguageOps will rely on an appropriate transfer mechanism such as the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, or other lawful mechanism.
13.11 LanguageOps maintains, and on reasonable written request will provide evidence of, professional indemnity, cyber liability and public liability insurance appropriate to the nature and scale of the Services.
14. Backups, data retention and exit
14.1 The Services are not intended to be your sole system of record unless expressly agreed in writing.
14.2 You are responsible for maintaining independent backups of Customer Content, source files, final translations, translation memories, termbases and business-critical records.
14.3 LanguageOps may retain Customer Content, logs, backups and account records for as long as reasonably necessary to provide the Services, comply with law, resolve disputes, enforce agreements, maintain security, recover from incidents and operate backups.
14.4 On termination or expiry, LanguageOps will, for a period of 60 days, allow you to export Customer Content using standard platform export functions or, where reasonably available, via a structured export. After that 60-day period, LanguageOps may delete or disable access to Customer Content, except where retention is required by law or as set out in the Data Processing Addendum. Longer or shorter retention periods may be agreed in the Invoice, Data Processing Addendum or written agreement.
14.5 LanguageOps is not liable for loss, corruption or deletion of Customer Content where you failed to maintain appropriate independent backups, except to the extent liability cannot be excluded by law.
15. Beta Features, pilots and free services
15.1 Beta Features, pilot services, free services, preview features and experimental workflows are provided for evaluation and may be incomplete, unstable, changed, limited, suspended or withdrawn at any time.
15.2 Beta Features may be subject to additional limits, lower support levels, different security controls, additional disclaimers or separate terms.
15.3 LanguageOps gives no warranty for Beta Features, free services or pilot services, and they must not be used for production, regulated, critical or high-risk work unless LanguageOps agrees otherwise in writing.
16. Intellectual property
16.1 LanguageOps and its licensors own all intellectual-property rights in the Services, software, platform, APIs, interfaces, workflows, prompts, methods, models, designs, Documentation, templates, connectors, code, know-how, trade names, trademarks and service improvements. No rights are granted except as expressly set out in these Terms.
16.2 LanguageOps IP indemnity. Subject to clauses 16.3 and 18, LanguageOps will defend you against any third-party claim alleging that your use of the Services in accordance with these Terms infringes that third party’s UK or EU patent, copyright, trademark or trade secret, and will pay damages and costs finally awarded against you by a court of competent jurisdiction or agreed in settlement by LanguageOps, provided that you: (a) promptly notify LanguageOps in writing of the claim; (b) give LanguageOps sole control of the defence and settlement (provided that no settlement requires you to admit liability or pay money without your consent); and (c) provide reasonable cooperation at LanguageOps’ expense.
16.3 LanguageOps has no obligation under clause 16.2 to the extent a claim arises from: (a) Customer Content; (b) modifications to the Services not made by LanguageOps; (c) combination of the Services with products, data or services not provided by LanguageOps where the claim would not have arisen but for the combination; (d) use of the Services in breach of these Terms or applicable law; (e) Beta Features, free services or pilot services; (f) outputs of AI Services; or (g) your continued use of the Services after LanguageOps has notified you to stop.
16.4 If the Services become, or in LanguageOps’ reasonable opinion are likely to become, the subject of an IP infringement claim, LanguageOps may, at its option: (a) procure the right for you to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate the affected Services and refund pre-paid fees for the unused portion. This clause states LanguageOps’ entire liability and your sole and exclusive remedy in respect of third-party IP infringement claims.
16.5 You may provide feedback, suggestions, ideas, issue reports, improvements or feature requests. LanguageOps may use these without restriction or payment, provided it does not disclose your Confidential Information or Customer Content except as permitted by these Terms.
16.6 You must not use LanguageOps’ names, logos, trademarks or branding without prior written consent.
16.7 LanguageOps may identify you as a customer in sales or marketing materials only with your prior written consent, except where you have publicly announced the relationship.
17. Warranties and disclaimers
17.1 LanguageOps warrants that it will use reasonable skill and care in providing the Services.
17.2 Each party warrants that it has full power and authority to enter into and perform these Terms.
17.3 You warrant that: (a) you have all rights, consents and permissions necessary for Customer Content to be processed through the Services; (b) Customer Content does not infringe third-party rights, breach confidentiality obligations, contain unlawful content or breach Data Protection Laws; and (c) you will use the Services in accordance with these Terms and applicable laws.
17.4 Except as expressly stated in these Terms, the Services are provided “as is” and “as available”. To the maximum extent permitted by law, LanguageOps disclaims all implied warranties, conditions and representations, including fitness for a particular purpose, satisfactory quality, uninterrupted availability, accuracy, non-infringement, compatibility and error-free operation.
17.5 LanguageOps does not warrant that the Services will meet your requirements, that defects will be corrected, that AI outputs will be accurate, that integrations will remain available, that provider pricing will remain stable, or that the Services will be uninterrupted or free from vulnerabilities.
17.6 You are responsible for professional review, quality assurance, client approval, legal compliance and suitability of all content, workflows and outputs.
18. Limitation of liability
18.1 Nothing in these Terms limits or excludes liability that cannot legally be limited or excluded, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the tort of deceit; or (d) any other liability that cannot be excluded under English law.
18.2 Subject to clause 18.1, LanguageOps will not be liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for any: (a) loss of profit, revenue, business, contracts, goodwill, opportunity or anticipated savings; (b) loss of, corruption of, or damage to data (subject to clause 14.5); (c) business interruption; (d) reputational damage; or (e) indirect, consequential, incidental, special, punitive or exemplary loss.
18.3 Subject to clauses 18.1 and 18.4, LanguageOps’ total aggregate liability arising out of or in connection with the Services, an Account, an Invoice or these Terms in any 12-month period will not exceed the greater of: (a) the fees paid by you to LanguageOps for the affected Services in the 12 months immediately before the event giving rise to the claim; or (b) £1,000.
18.4 For Beta Features, free services, pilot services provided without charge, trial access or evaluation access, LanguageOps’ total aggregate liability will not exceed £1,000.
18.5 The limitations and exclusions in this clause apply notwithstanding any failure of essential purpose or material breach of these Terms.
18.6 You agree that the allocation of risk in these Terms (including the fees charged) reflects the limitations and exclusions in this clause.
19. Indemnity
19.1 You will indemnify and hold harmless LanguageOps from and against all losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising from:
(a) Customer Content;
(b) your breach of these Terms;
(c) unlawful or unauthorised use of the Services by you or your Users;
(d) third-party claims that Customer Content or Customer instructions infringe their rights;
(e) breach of confidentiality, Data Protection Laws, export-control, sanctions or client obligations by you or your Users; or
(f) use of outputs without appropriate review.
19.2 LanguageOps will promptly notify you of any claim for which it seeks indemnity, give you reasonable control over the defence (subject to LanguageOps’ right to participate at its own expense), and provide reasonable cooperation at your expense. No settlement requiring an admission of liability by, or payment of money by, LanguageOps may be made without LanguageOps’ written consent.
20. Compliance and ethics
20.1 You will comply with all applicable laws and regulations in your use of the Services, including those relating to data protection, confidentiality, anti-bribery and anti-corruption (including the Bribery Act 2010), modern slavery (including the Modern Slavery Act 2015), sanctions, export controls, tax, AI use and electronic communications.
20.2 Neither party will offer, promise, pay, request or accept any bribe, kickback or improper benefit in connection with these Terms.
20.3 You will not use the Services in or for the benefit of any sanctioned person, sanctioned territory, prohibited entity or prohibited use.
20.4 Each party will use reasonable efforts to ensure that there is no modern slavery or human trafficking in its own business or supply chains in connection with these Terms.
21. Term, renewal and termination
21.1 These Terms start when you first accept them, create an Account, accept an Invoice or use the Services, and continue until terminated.
21.2 The Subscription Period is stated in the Invoice, account settings or written agreement.
21.3 Unless the Invoice states otherwise, subscriptions renew automatically for successive periods equal to the previous Subscription Period unless either party gives at least 30 days’ written notice of non-renewal before the end of the then-current Subscription Period.
21.4 Either party may terminate these Terms if the other materially breaches them and fails to remedy the breach within 30 days of written notice, unless the breach cannot be remedied.
21.5 LanguageOps may suspend or terminate access immediately if:
(a) payment is overdue;
(b) you or a User creates a security, legal, operational, reputational or provider-policy risk;
(c) you breach acceptable-use, confidentiality, IP or data-protection obligations;
(d) suspension or termination is required by law or a Third-Party Service provider;
(e) continued provision of the Services would expose LanguageOps to material risk; or
(f) you become insolvent, are unable to pay your debts as they fall due, enter into administration, liquidation, receivership or a similar process, or cease to carry on business.
21.6 On termination or expiry: (a) you must stop using the Services; (b) all outstanding fees, usage charges and taxes become immediately due; (c) clause 14.4 (export window) applies; and (d) clauses intended by their nature to survive termination will continue, including those relating to definitions, ownership, fees due, confidentiality, data protection, disclaimers, liability, indemnity, surviving clauses, governing law and dispute resolution.
22. Changes to these Terms, pricing and limits
22.1 LanguageOps may update these Terms from time to time. Updated Terms will not apply retroactively.
22.2 LanguageOps will use reasonable efforts to provide at least 30 days’ notice of material changes, for example by email, account notice or website notice. Changes required for security, legal or regulatory reasons may take effect immediately on notice.
22.3 Continued use of the Services after the effective date of updated Terms constitutes acceptance. If you do not accept material changes, you may terminate the affected Services on notice given before the effective date and receive a pro-rata refund of pre-paid fees for the unused period.
22.4 LanguageOps may change pricing, usage rates, Token Use rates, imported-word limits, fair-use limits, model availability, support levels and plan packaging as set out in clause 8.4.
23. Force majeure
23.1 Neither party will be liable for delay, failure, interruption or degradation in performance (other than the obligation to pay sums due) caused by events beyond its reasonable control, including internet failures, cloud-provider issues, AI-provider outages, cyberattacks, denial-of-service attacks, power failures, strikes, labour disputes, pandemics, epidemics, war, terrorism, government action, natural disasters, fire, flood, supply-chain issues, regulatory changes or failures of Third-Party Services ("Force Majeure").
23.2 The affected party must promptly notify the other and use reasonable efforts to mitigate. If a Force Majeure event continues for more than 60 days, either party may terminate the affected Services on written notice.
24. Notices
24.1 Notices to LanguageOps must be sent to luke@languageops.com and, for legal notices, also by post to LanguageOps’ registered office.
24.2 Notices to you may be sent to the email address associated with your Account, billing contact, Invoice or order form, or displayed within the Services.
24.3 Email notices are deemed received on the next business day after sending unless the sender receives a delivery-failure notice. Postal notices sent by recorded delivery are deemed received two business days after posting.
25. Assignment
25.1 You may not assign, transfer, charge or subcontract your rights or obligations under these Terms without LanguageOps’ prior written consent.
25.2 LanguageOps may assign or transfer these Terms (in whole or in part) as part of a merger, acquisition, restructuring, sale of assets, financing, group-company transfer or similar transaction, or to an affiliate, on written notice.
26. Entire agreement and order of precedence
26.1 These Terms, together with the applicable Invoice, Pricing Page, Data Processing Addendum, Privacy Policy, any signed statement of work and any signed Reseller Agreement, form the entire agreement between the parties regarding the Services and supersede prior discussions, proposals, purchase orders or understandings relating to the same subject matter.
26.2 Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, assurance or warranty other than those expressly set out in these Terms. This does not limit liability for fraud or fraudulent misrepresentation.
26.3 If there is a conflict between documents forming the agreement, the following order of priority applies unless expressly stated otherwise:
- signed Reseller Agreement;
- signed statement of work or signed order form;
- Data Processing Addendum;
- Invoice;
- these Terms;
- Pricing Page;
- Documentation.
26.4 Customer purchase-order terms, vendor-portal terms or procurement terms do not apply unless expressly signed by LanguageOps. Acceptance of an Invoice or payment does not constitute acceptance of any such terms.
27. General
27.1 No failure or delay in enforcing a right is a waiver of that right. A waiver is only effective if given in writing.
27.2 If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the parties will negotiate in good faith to replace the invalid provision with a valid one that achieves the same commercial result as closely as possible.
27.3 The parties are independent contractors. Nothing in these Terms creates a partnership, employment, agency, franchise or joint venture relationship.
27.4 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce them, except that LanguageOps’ affiliates and licensors may enforce clauses for their benefit.
27.5 These Terms may be executed in counterparts and by electronic signature.
28. Governing law and jurisdiction
28.1 These Terms and any non-contractual obligations arising from or in connection with them are governed by the laws of England and Wales.
28.2 The courts of England and Wales have exclusive jurisdiction over disputes arising from or in connection with these Terms, except that LanguageOps may seek payment, injunctive relief or other urgent protective remedies in any jurisdiction where you, your Users, relevant assets, systems or misuse are located.