Exfluency General Terms & Conditions for Service Providers
Last updated 15 June 2021
These General Terms and Conditions (“GTC“) are an agreement between Exfluency AG (hereinafter “Exfluency“) as the operator of the Exfluency Platform as defined in clause 1.1 and service providers who provide language services to Exfluency’s customers (service providers hereinafter referred to as “Service Provider” or “You”/”Your” and Exfluency’s customers as “Customers“). By accepting these GTC on the Exfluency Platform you are consenting to these GTC which may be amended from time to time. You agree that by accessing the Exfluency Platform, you have read, understood, and agreed to be bound by these GTC.
1. Purpose of the GTC
1.1. These GTC govern Your access to and use of the platform made available via the URL http://www.app.exfluency.com (“Exfluency Platform“).
1.2. These GTC govern Your use of the Exfluency Platform for providing language services such as but not limited to translation and proofreading services or trust miner services (hereinafter the “Services”) to Customers.
2. Your Access to the Exfluency Platform
2.1. Exfluency grants You the personal, nontransferable right to access the Exfluency Platform with the functionalities and for the purposes as described in the Exfluency Platform or any materials provided by Exfluency in connection thereto for the purpose of providing the Services.
2.2. All intellectual property pertaining to the Exfluency Platform is the property of Exfluency or its licensors and no intellectual property or other rights are transferred with this license. Consequently, under this license You shall not:
• copy, change or modify the content or code of the Exfluency Platform;
• use the content or code for commercial purposes and also not present the content or code in public (neither commercial nor noncommercial)
• attempt to decompile or reverse engineer the software contained on the Exfluency Platform;
• remove copyright or other copyrighted names from the content or code; or
• transfer the content or code to another person and “mirror” the materials to another server.
2.3. If the Service Provider is a legal person with multiple employees accessing the Exfluency Platform, the Service Provider may grant access to its employees as agreed between the Service Provider and Exfluency, such employees being referred to as “Permitted Users”. The Service Provider shall and will ensure any Permitted User at all times comply with these GTC as well as all applicable laws and regulations in the course of accessing and using the Exfluency Platform. 2.4. You shall effect and maintain adequate security measures to safeguard the Exfluency Platform from access or use by more than the number of Permitted Users agreed with Exfluency. 2.5. All Customer content submitted to the Exfluency Platform is strictly confidential and may only be processed by You and any Permitted User for the purpose of providing the Services. 2.6. You and your Permitted Users are prohibited from:
• using the Exfluency Platform or its content for any unlawful or illegal purpose;
• to solicit others to use the Exfluency Platform for an unlawful or illegal purpose;
• to circumvent any laws or regulations;
• to infringe upon on the rights of any other party;
• to transmit or upload any viruses, malware or malicious code;
• to spam, phish or defraud other actual or potential other users of the Exfluency Platform;
• or for any purpose that is not consistent with these GTC or any other terms agreed with Exfluency.
2.7. Any such action shall be grounds for immediate termination by Exfluency and the potential claims for damages by Exfluency for improper or illegal use. Exfluency is entitled but not obliged to monitor the Service Provider’s and any Permitted User’s use of the Exfluency Platform.
3. Member Account
3.1. The Service Provider or any Permitted User must sign up to use the Exfluency Platform and create an Exfluency Service Provider account (the “Service Provider Account“).
3.2. When creating a Service Provider Account full and accurate information as defined in the relevant account section must be provided.
3.3. Any log-in credentials must be kept strictly confidential and the Service Provider must inform Exfluency immediately in the event any log-in credentials have been or may risk being misused by an unauthorized party.
3.4. Any activities carried out from a Service Provider Account is fully attributed to the Service Provider and the Service Provider is liable for such activities as if they were carried out by the Service Provider directly.
4. Quality of Service
4.1. Your Services and any work performed related thereto must meet the quality levels and any other instructions or requirements applicable to a specific Customer request for the provision of Your Services.
4.2. You warrant to perform the Services in a professional manner and in keeping with any deadlines set by Exfluency or a Customer.
4.3. You warrant to inform the Customer or Exfluency immediately if there are any limitations to your availability which could hinder Your rendering the Services in a timely manner.
4.4. You acknowledge and agree that Exfluency has implemented a ratings system which involves getting Customer feedback and that any negative feedback for Your Services may lead to Your exclusion from providing any future Services on the Exfluency Platform. Exfluency reserves the right to publicly display any feedback from Customers related to Your Services on your Service Provider Account.
5. Compensation and other Services Requirements
5.1. You will be informed of the compensation conditions in the individual Customer request for Services. By accepting such request and agreeing to provide the Services you agree to the compensation conditions set forth in such request.
5.2. Exfluency will credit any compensation due after You have completed a specific Service to your accrued compensation balance visible in your Service Provider Account.
5.3. At the end of each calendar month, Exfluency will pay out the accrued balance via the payment provider specified on the Exfluency Platform or Your Service Provider Account.
6. Limitation of Liability
6.1. Exfluency shall not be deemed to be in default of any provision of these GTC or be liable to the Service Provider for any delay, failure of performance or interruption of its obligations resulting, directly or indirectly, from:
• any failure or interruption in software or services provided by third parties;
• any loss of data resulting from delays, non-deliveries, false deliveries or interruptions or services provided or controlled by third parties;
• any acts or omissions of the Service Provider or any Permitted User, acts or delays of subcontractors, strikes, lockouts or trade disputes, difficulties in obtaining labour or materials; or
• any other cause whatsoever beyond Exfluency’s reasonable control including any act of God, war, terrorism, transport, civil disturbance, pandemic, government or parliamentary restrictions, prohibitions or enactments of any kind.
6.2. Notwithstanding, anything else to the contrary contained in the GTC or any other terms agreed between You and Exfluency, Exfluency’s maximum aggregate liability for any claim related to, or in connection with the Exfluency Platform, whether in contract, tort or otherwise, shall be limited to the compensation accrued by the Service Provider in the twelve months preceding the date on which the claim against Exfluency arises.
6.3. Exfluency, including its employees, directors, affiliates and contractors, shall not be liable in any way (including, without limitation, loss of data, loss of profit, financial damage, reputational damage or business interruption), whether such damage is direct, indirect, punitive or consequential, to the extent permitted by law, even if the company or a person authorized by Exfluency was informed in writing or verbally that the risk of the occurrence of such loss could exist.
6.4. You agree to indemnify and hold harmless Exfluency, its employees, directors, contractors and affiliates from any liability, damage, loss, legal fees or other costs from any third party in relation to Your use, or misuse, of the Exfluency Platform, including but not limited to the provision of incomplete, inaccurate or misleading Services, illegal use of the Exfluency Platform, breach of any of the terms of these GTC, including but not limited to warranties provided by You.
7.1. Each party and its respective employees and agents shall, and the Service Provider shall ensure each Permitted User including their respective employees and agents shall, at all times maintain secret and confidential: • all tangible or intangible trade secrets, know-how and other technical or commercial information disclosed to it by the other party or otherwise obtained by it from the other party, whether before or in the course of this Agreement, and which Exfluency has designated as proprietary or confidential or which, by its nature or the circumstances of its disclosure or its being obtained should be treated as proprietary or confidential; and • the terms of these GTC and any other agreements between Exfluency and You regarding Your use of the Exfluency Platform together, “Confidential Information”.
7.2. Clause 7.1 shall not apply to information which the Service Provider can demonstrate by documentary evidence:
• prior to receipt from Exfluency was in the possession of the Service Provider as evidenced by written records; or
• is subsequently disclosed to the Service Provider without any obligations of confidence by a third party who has not derived it directly or indirectly from Exfluency; or
s or becomes generally available to the public through no act or default of the User or its employees, agents, contractors or sub-contractors; or
• is required by law or a court or other competent authority to be disclosed; provided that in such case the User shall promptly notify Exfluency in writing and in such detail as Exfluency may reasonably require of such requirement for disclosure and shall assist that party in any lawful efforts to prevent or limit the disclosure; or
• is developed by or for the Service Provider independently of the Confidential Information of Exfluency.
7.3. The Service Provider shall ensure that each of its Permitted Users, respective employees, agents, contractors and subcontractors who have access to any information to which the obligations of clause 7.1 apply shall first accept written obligations in relation to such information that are no less strict than those of this clause 7.
8. Independent Contractor
8.1. You are an independent contractor of Exfluency and nothing in these GTC or the Agreement with Exfluency shall in any way be construed to qualify You as an agent, employee or representative of Exfluency. You are solely responsible for reporting any compensation that You are required to report, and for paying any taxes, duties or social security contributions on such compensation.
9.1. If any provision of these GTC shall be declared invalid or illegal for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. The same applies to gaps.
9.2. You may not assign, transfer, or delegate these GTC or any portion thereof without Exfluency’s prior written consent. Any attempt to do so without Exfluency’s prior written consent will be null and void. Exfluency may assign, transfer, or delegate these GTC or any portion thereof without notice to You.
9.3. Governing Law and Disputes: These GTC and the contractual relationship between Exfluency and its Service Providers is governed by and interpreted in accordance with the substantive laws of Switzerland without regard to any choice or conflict of laws rule or principle. The Service Provider hereby consents to the exclusive jurisdiction of the courts located in Zurich (City), Switzerland, waiving any objection of inconvenient forum. Exfluency remains entitled to pursue any claims against the Service Provider at any competent court worldwide.