General terms and conditions of service

These General Terms and Conditions (hereinafter "General Terms and Conditions") govern the use by users of the automatic translation service (the "Service") created and provided by Translated S.r.l., based in Rome (RM), via Indonesia 23, VAT number IT07173521001, email info@translated.com ("ModernMT").

The Service is dedicated exclusively to companies and professionals, meaning natural or legal persons acting in the exercise of their business, commercial or professional activity. Therefore, consumers, i.e. natural persons acting for purposes unrelated to such activities, are not included among the recipients of the Service.

Art. 1 Definitions

1.1 For the purposes of these General Terms and Conditions:

“Account” indicates the account generated by the Customer upon registration on the Platform;
“API” indicates the set of ModernMT definitions and protocols that allow the Customer's systems to communicate with the ModernMT Software by sending one or more texts or documents in a given language, for the purpose of performing their automatic translation into a different language;
“Customer” indicates the natural or legal person who purchases and uses the Service provided by ModernMT;
"Access credentials" means the username and password chosen by the Customer when creating the Account and necessary to use the Service and access the Control Panel;
"Licence" indicates the licence for use on the API relating to the ModernMT Software and on the Platform connected to it, as better defined in Article 4.1 below;
"Force majeure event" indicates the circumstance or emergency of an exceptional nature and/or out of ModernMT's control, which makes the provision of the Service by ModernMT impossible or illegal;
"Language" indicates each of the languages supported by ModernMT, a list of which is made available on the ModernMT website at the following address https://www.modernmt.com/faq/ under the section "General - What languages do you support?"
"Control Panel" or "Dashboard" indicates the section of the Platform within which Customers may manage their preferences on the use of the Service, monitor consumption and modify their personal information;
"Parties" means the Customer and ModernMT jointly;
"Platform" indicates the platform created and made available by ModernMT through the Site;
"Plug-in" indicates the additional module provided by ModernMT for the provision of the Service within the CAT tool used by the Customer, where compatible;
"Representative" means the natural person acting on behalf of the Customer, where the latter is a legal person;
"Product sheet" indicates the section of the Site where the main features and economic conditions of each option or package in which the Service is offered are described;
"Site" means the ModernMT website which can be reached at www.modernmt.com;
"ModernMT Software" means the automatic translation software through artificial intelligence systems of which ModernMT is the owner.

Art. 2 Conclusion of the contract and duration of the relationship

2.1 The Customer will be able to use the Service only after having registered an Account on the Platform pursuant to Article 3 below ("Registration on the Platform").

2.2 The registration of an Account and the use of the Service imply the full acceptance by the Customer of these General Terms and Conditions, the economic conditions and the characteristics of the Service contained in the Product Sheet. In the event of any conflict between these General Terms and Conditions and the individual Product Data Sheets, the provisions contained in the latter shall prevail. By registering its Account and accepting the General Terms and Conditions, the Customer concludes with ModernMT a binding contract for an indefinite period of time, subject to the provisions contained in the General Terms and Conditions and in the Product Sheet accepted by the Customer.

2.3 The Customer has the right to terminate the contract at any time by sending a notice to this effect to the following email address: support@modernmt.com. In turn, ModernMT may terminate the relationship at any time, giving adequate notice to the Customer, in any case, not less than 14 days. The provisions of Article 5.6 below in relation to the fees already accrued by ModernMT at the time of termination shall remain unaffected.

Art. 3 Platform Registration and Access Credentials

3.1 You must be at least 18 years of age to open an Account on the Platform and use the Service. If the Customer is a natural person, by registering an Account on the Platform, it confirms that it is of legal age and has full capacity to act. If the Customer is a legal person, the Representative confirms that it has the necessary powers to conclude a binding contract with ModernMT.

3.2 When registering an Account on the Platform, the Customer will be asked to choose the Access Credentials and to select a payment method from those available. Subsequently, the Customer will be asked to complete the profile by entering its personal data in the Control Panel. Here, the Customer will be assigned a number to activate the Licence required to use the Service.

3.3 By accepting these General Terms and Conditions, the Customer undertakes not to transfer, even temporarily to third parties, and to keep the Access Credentials with due care and diligence, as they are the only means of identifying it and validating its access to the Platform. All acts performed through the use of these Credentials will be attributed to the Customer and will have a binding effect on it.

3.4 By accepting these General Terms and Conditions, the Customer guarantees that the information provided during the registration procedure or even at a later stage: (i) is complete and truthful (ii) will be updated without delay by the same in case of subsequent changes. The Customer undertakes to hold ModernMT harmless and indemnified from any damage, obligation to pay compensation and/or sanction deriving from and/or in any way connected to the violation by the same of the provisions of this Article 3.

Art. 4 Service Description

4.1 The Service consists of making the ModernMT APIs and the Platform available to the Customer in order to allow for transmission to the ModernMT Software of one or more texts or documents in a specific Language and the consequent receipt of an automatic translation of the same in a different language (the "Automatic Translation"). Therefore, in order to allow the Customer to use the Service, ModernMT grants the latter, for the entire duration of this contract, a non-exclusive and non-sub-licensable use licence on the APIs relating to the ModernMT Software and the Platform connected to it (the "Licence").

4.2 The use of the API by the Customer may take place: (a) through the integration of the API into the Customer's software (b) through the web interface made available on the Site (c) for Customers who have purchased the Human-in-the-loop (HITL) package or the Professional package (as defined below), through the Plug-in.

4.3 The Service is available in the following options, each one subject to the specific economic conditions indicated in the Product Sheet:

if Customers are companies or professionals, when subscribing to the Service they will be able to purchase:
- a. the “Adaptive” package; which includes Automatic Fine-Tuning on user provided corrections and translation memories;
- b. the "Human-in-the-loop" (or "HITL") package; which has the same features as the Adaptive package, as well as some additional features such as the Style guides support and real-time optimisation of Automatic Translations, thanks to the quality corrections made by professional translators.
if the Customer is a professional translator, when subscribing to the Service it will be able to purchase a "Individual Translator" package, which will allow it to use the Service through the Plug-in, as well as to obtain real-time optimisation of the Automatic Translations thanks to the corrections made by the Customer itself. This package is intended exclusively for personal use, albeit professional (therefore excluding use in business operations), limiting the usage to at most 150,000 words per month;
If the Customer is an LSP company, when subscribing to the Service it will be able to purchase a "Localization Teams" package, which will allow it to use the Service through the Plug-in, as well as to obtain real-time optimisation of the Automatic Translations thanks to the corrections made by the Customer itself. This package is intended for business operations with an unlimited number of words/characters.

4.4 It is understood that ModernMT will be free to: (a) activate new Product Sheets, as well as (b) modify at any time the Product Sheets already present on the Site by varying the characteristics and economic conditions indicated in the previous Article 4.3. Modifications to the Product Sheets under (b) will be sent by ModernMT to the Customer with a 15 days' notice. If the change concerns the economic conditions of the Service, these will enter into force:

in the case of packages with a flat rate as per Article 5.2(i) below, at the time of the first charge following the end of the notice period, without prejudice to the Customer's right to prevent such charge by exercising its right of withdrawal in accordance with Article 2.3 above

4.5 In carrying out the Machine Translation, regardless of the package purchased by the Customer, the ModernMT Software will take into account the context of the entire document in order to improve the Machine Translation in terms of consistency and adequacy in form and lexicon. The Customer may also enrich the memory of the ModernMT Software by uploading translation memories to the Platform in order to improve the quality of its Automatic Translations.

4.6 The Customer may make changes to the Machine Translation returned by the ModernMT Software to adapt it to its needs or terminological preferences. The changes made by the Customer will be stored in real time by the artificial intelligence of the ModernMT Software, which will use what has been learned in order to optimise the Automatic Translation and subsequent Automatic Translations.

4.7 ModernMT guarantees that what has been learned from the artificial intelligence of the ModernMT Software thanks to the corrections made by the Customer to the Automatic Translations and to the already-translated documents uploaded on the Platform will be used exclusively to improve the Customer's subsequent Automatic Translations and not also to feed the memory of the ModernMT Software for the benefit of other customers or for the improvement of its shared neural models.

Art. 5 Fees - Invoices and payments

5.1 The Service is provided against payment by the Customer of the fee for the package purchased and including the cost of the Licence.

5.2 The fee, indicated in the Product Sheets made available on the Site at the following address www.modernmt.com/pricing, may consist: (i) for the Individual Translator package, of a flat rate that will be automatically charged to the Customer on a monthly basis, or ( ii) for all other packages, at a pay-as-you-go rate based on the number of characters transmitted to the ModernMT Automatic Translation Software in the reference month. The tariffs referred to in points (i) and (ii) above shall be understood to be net of VAT, where applicable.

5.3 In case of purchase of a lump-sum package, the Customer shall pay ModernMT an amount corresponding to the tariff at the time of purchase of the Service (unless a trial period is foreseen) and/or subsequent monthly renewals. The payment of the fee will be made by automatic debiting of the means of payment indicated by the Customer at the time of registration on the Platform or at a later date. By accepting these General Terms and Conditions, the Customer authorises the automatic debiting of the indicated means of payment. ModernMT will issue the invoice within seven days of receipt of payment by the Customer.

5.4 In case of purchase of a package with a pay-as-you-go rate, the Customer must pay ModernMT an amount calculated on the basis of the characters actually transmitted to the ModernMT Software in the reference month, according to the rate of the package chosen by the Customer. The payment of the fee will be made by automatic debiting of the means of payment indicated by the Customer at the time of registration on the Platform or at a later date. By accepting these General Terms and Conditions, the Customer authorises the automatic debiting of the indicated means of payment. The reporting of the characters used is carried out by ModernMT through the Dashboard. Therefore, theCustomer is required to monitor its Dashboard to know the number of characters used and possibly contest the count. Any objection to the report provided by ModernMT must be submitted within five days from the moment in which such a report is made available on the Platform, under penalty of forfeiture, in the manner set forth in Article 12 below. In case of a timely complaint, the Parties undertake to resolve it in good faith, as soon as possible and in any case within 10 days from the lodging of the complaint. ModernMT will issue the invoice by the seventh day of the month following the reference month. In the event of a dispute, ModernMT undertakes to reimburse the Customer as soon as possible.

5.5 The fees are expressed and invoiced in US dollars and their payment will be made in euros. The Parties mutually acknowledge that the official exchange rate in force at the time of payment or issue of the invoice shall prevail.

5.6 In the case of withdrawal by one of the Parties pursuant to Article 2.3 above: in the case of packages with a consumption rate, the Customer shall in any case pay ModernMT the amounts already accrued and not yet paid at the effective date of the withdrawal; for flat-rate packages, (a) if the Customer withdraws, ModernMT shall be entitled to retain the sums already paid by the Customer; (b) if ModernMT withdraws, the Customer shall be entitled to a refund of the sums already paid and not used.

Art. 6 Obligations and responsibilities of ModernMT

6.1 ModernMT undertakes to maintain and manage the APIs, the ModernMT Software and the Platform using the best experience available to ensure its efficiency, it being understood that the Service - based on an artificial intelligence system that does not require human intervention by ModernMT - is provided "as is" and without guarantees of any kind as to its suitability to achieve the Customer's specific purposes or the absence of errors, mistakes or inaccuracies in Automatic Translations. The Service, in fact, has the exclusive purpose of providing the Customer with support in carrying out one or more translations from one language to another; it being understood that it is the Customer's responsibility to review the Automated Translations processed by the ModernMT Software, being solely responsible for their correctness and subsequent use. If the Customer is not satisfied with the quality and correctness of the Automatic Translations returned by the ModernMT Software, it may withdraw from this contract pursuant to the previous Article 2.3, without prejudice to the provisions of the previous Article 5.6 in relation to the fees already accrued by ModernMT at the time of withdrawal. The Customer acknowledges that withdrawal is the only remedy available to it in this circumstance.

6.2 Notwithstanding the foregoing, during the course of the relationship, ModernMT reserves the right to carry out maintenance interventions at any time aimed at correcting and/or improving the ModernMT Software, the Platform and/or the provision of the Service. The Customer acknowledges and accepts that any interruptions or delays associated with the execution of a maintenance intervention cannot be considered as a malfunction of theModernMT Software and/or the Platform.

6.3 ModernMT cannot be held responsible for any delay, anomaly and/or damage, including indirect, consequential, special, incidental damages, which may occur as a result of: (i) Force majeure events (ii) events dependent on third parties, such as the interruption or malfunction of the services of telecommunications operators and/or power lines, or acts or omissions by the competent authorities (iii) events dependent on the Customer, such as, for instance, the malfunction of the terminals or other communication systems used by the same.

6.4 Except for cases of wilful misconduct or gross negligence attributable to ModernMT, the latter cannot be held liable for any direct or consequential damage, suffered by the Customer in connection with the use of the ModernMT Software, the Platform and the Service, such as, for example, loss of earnings or lost opportunities, complaints, actions by the Customer's end users, etc.

Art. 7 Customer obligations and responsibilities

7.1 The Customer undertakes to use the Service in such a way as not to compromise its stability, safety and quality.

7.2 The Customer undertakes not to use the Service for illegal purposes and to operate in full compliance with the applicable rules, including regulations. In particular, the Customer undertakes not to enter in the ModernMT Software and/or on the Platform information that may in any way harm the rights or interests of third parties (including, without prejudice to a specific licence, intellectual property rights). In case of use of the Service with reference to personal data concerning third parties, the Customer declares and guarantees that it has collected from the latter the necessary consents to disclose its personal data to ModernMT for purposes related to the provision of the Service, or to have the legitimacy necessary to use the Service with reference to the data of the third party. It is expressly forbidden for the Customer to use the Service in relation to third-party data without having the necessary authorisations or legitimacy for this purpose. ModernMT reserves the right to suspend the Service or, in the most serious cases, to permanently close a Customer's Account if it has reason to believe that the latter is acting in violation of this Article, without prejudice to the right to compensation for damages.

7.3 The Customer acknowledges that it is solely and exclusively responsible for the activities carried out through the Service or directly or indirectly referable to it. In particular, the Customer acknowledges being responsible for the information entered in the ModernMT Software and/or on the Platform, with the consequence that ModernMT cannot be held liable in any way for the criminal, third-party and administrative offences committed by the Customer in the use of the Service or, however, by means of the ModernMT Software and/or the Platform. The Customer undertakes to indemnify and, in any case, to hold ModernMT harmless from any lawsuit, request, claim, cost or expense, including reasonable legal fees, possibly deriving from the same due to non-compliance with the obligations undertaken and the guarantees provided with acceptance of these General Terms and Conditions.

Art.8 Intellectual property and limitations of use

8.1 By accepting these General Terms and Conditions, the Customer acknowledges ModernMT's intellectual and industrial property rights on the Service, the ModernMT Software, the Site, the Platform and any updates thereof, including trademarks, logos, graphic interfaces, images, the source code, the sounds and any other creative or distinctive element of the Platform and the Service.

8.2 It is expressly forbidden for the Customer to:

copy or modify the ModernMT Software and/or the Platform;
reverse engineer, decompile or create derivative works based on the ModernMT Software and/or the Platform;
resell, rent, sub-licence, distribute or entirely or partially transfer to third parties the Service and/or access to the APIs, the ModernMT Software and the Platform;
use the Service, the ModernMT Software and/or the Platform in an illegal way or in a way that is incompatible with the rights of third parties, or for purposes not permitted by the General Terms and Conditions or not in line with the purposes of the Service;
upload or otherwise transmit viruses or other computer codes capable of interrupting or limiting the normal operation of the Service, API, ModernMT Software or the Platform;
circumvent, disable or otherwise interfere with security measures or other systems that prevent or restrict the use or copying of any content of the ModernMTSoftware, the Platform and the Service;

8.3 Without prejudice to the foregoing, the intellectual property of the Automatic Translations processed by the ModernMT Software shall remain with the Customer, who shall have full and exclusive ownership of the same. The Customer shall therefore be entitled to all rights and faculties of exploitation and economic use of the Automatic Translations, including the possibility of processing, filing, adapting, disseminating, distributing and marketing the same under its exclusive responsibility to third parties, also after the termination of this contract for any reason.

8.4 Without prejudice to the provisions of Article 8.3 above, the Customer authorises ModernMT to copy, reproduce, process and analyse, also by means of automated tools, the documents uploaded onto the Platform and their content, as well as the corrections made by the Customer to the Automatic Translations, for automatic learning purposes connected with the provision of the Service. If requested by ModernMT, the Customer undertakes from now to grant ModernMT, at the conditions that shall be negotiated in good faith between the Parties, the possibility to publish its own brand and/or logo on the Site, as well as a brief review of the Service, in order to make known to the ModernMT clientele the fact that ModernMT has provided the Service in favour of the Customer in a satisfactory manner.

8.5 By uploading one or more documents on the Platform, the Customer declares and guarantees:

to be entitled to upload and the consequent granting of the authorisation referred to in Article 8.4 above;
that the use of the Services does not violate the contractual terms and regulations applicable to the services, utilities and data related to the uploaded document.

8.6 Should the aforementioned warranties and representations prove to be incorrect or subsequently violated, the Customer shall indemnify and hold ModernMT harmless from any third-party lawsuit or claim, costs, damages or expenses, including reasonable legal fees and penalties from administrative or warranty authorities, however connected with the incorrectness or violation of the representations and warranties set forth in this Article.

Art. 9 Suspension of the Service and termination of the contract

9.1 In cases of particular seriousness and urgency, ModernMT reserves the right to suspend, as a precautionary measure, the supply of the Service even without prior notice to the Customer (a) if it has reason to believe that the use of the Service by the Customer may, directly or indirectly, cause damage to ModernMT as well as compromise the stability, safety and quality of the Service offered, or (b) in case of non-payment of the sums due by the Customer in the terms set out in the previous Articles 5.3 and 5.4.

9.2 In the most serious cases of violation by the Customer of the obligations provided for in Articles 7.1, 7.2 and 8, or omitted payment of the amounts due within 20 (twenty) days from the expiry of the terms referred to in the previous Articles 5.3 and 5.4, ModernMT shall be entitled to terminate the relationship definitively and immediately due to the Customer's fault, by closing its Account.

9.3 In any case of termination due to fact and fault of the Customer, ModernMT shall have the right to retain as a penalty the amounts already received in advance, without prejudice to the compensation for greater damages, as well as to obtain the amounts accrued and not yet paid by the Customer.

Art. 10 Communication

10.1 Any communication relating to these General Terms and Conditions may also be made by email.

10.2 ModernMT shall send direct communication to the Customer to the email address used by the Customer during registration to the Platform, or to a different email address that the Customer enters on the Platform in place of the previous one. The Customers may send direct messages to ModernMT to the following email address info@modernmt.com.

Art. 11 Miscellaneous

11.1 Without prejudice to the provisions of the previous Article 4.4, ModernMT reserves the right to modify these General Terms and Conditions at any time, by publishing the new conditions with a notice of at least 15 days from the date on which the changes will take effect. If in disagreement with the changes, the Customer shall have the right to withdraw from the contract as provided for in Article 2.2 above, it being understood that failure to withdraw within the notice period implies tacit acceptance of the new conditions.

11.2 The Customer hereby authorises ModernMT to assign or transfer to third parties the contract resulting from its acceptance of these General Terms and Conditions, as well as the rights and/or obligations deriving from the same; it is also understood that, in such cases, ModernMT may also transfer the Customer's personal data to the third party where this is necessary for the purposes of continuing the Service supply relationship.

11.3 Should any clause of these General Terms and Conditions become illegal, invalid or otherwise unenforceable under the law of any jurisdiction, this shall not affect the legality, validity or enforceability of any other clause of these General Terms and Conditions.

Art. 12 Complaints

12.1 For any complaint concerning the proper functioning of the Service, the Customer may contact ModernMT by email at info@modernmt.com or at the following address: Translated Srl, Via Indonesia 23, 00144 Roma.

Art. 13 Data processing

13.1 ModernMT, as data controller, will process the personal data provided by the Customer for purposes related to the provision of the Service or on the basis of its legitimate interest in accordance with its Privacy Notice.

13.2 The Privacy Notice on data processing is accessible in the "Privacy" section of the Site. By accepting the General Terms and Conditions, the Customer confirms that it has read the Privacy Notice on data processing.

13.3 In providing the Service, ModernMT may process some personal data owned by the Customer. To this end, by accepting the General Terms and Conditions, the Customer also agrees to appoint ModernMT as responsible (or, as the case may be, sub-responsible) for the processing as provided for in the Agreement on data processing.

Art. 14 Applicable law and place of jurisdiction

14.1 These General Terms and Conditions are subject to Italian law and must be interpreted in accordance with it.

14.2 For any dispute arising from the conclusion, execution, breach or termination of the agreement subject to these General Terms and Conditions, the exclusive jurisdiction shall be the court of Roma.