1.1. These general terms and conditions (hereinafter: “Terms and Conditions“) describe the terms and conditions applicable to the access and use by the client (hereinafter: “Customer”) of the website of Textgain, software and SaaS products of Textgain including any data, code, algorithms, language models, repositories, research results, user interfaces and visuals (hereinafter jointly referred to as: “Products”), and Textgain BV, Belgian limited company (“besloten vennootschap”), with offices at 2140 Antwerpen, Lodewijk Van Berckenlaan 180/2, registered with the Belgian Crossroad Bank of Enterprises under company number 0643.751.089 (hereinafter “Textgain“).
1.2. Acceptance of these Terms and Conditions, together with any special terms and conditions, creates an agreement (hereinafter: “Agreement“) between Textgain and the Customer.
1.3. The Customer’s acceptance of these Terms and Conditions implies his acknowledgement that the Agreement between the parties is governed solely by these Terms and Conditions, and the User waives any deviating terms. Where the use of the website of Textgain is concerned, the Customer accepts these Terms and Conditions by using the website.
2.1. Textgain grants to the Customer under the terms of these Terms and Conditions, a license to use the Product(s) for which the parties have entered into the Agreement. This license shall also apply to the research findings and results generated by virtue of the Product(s). The license to use is limited to the normal usage purposes of the Product for internal business purposes of the Customer.
2.2. This license is non-exclusive, non-transferable, non-sublicensable, worldwide, and for the term of the Agreement between the parties.
2.3. By providing access to the Products for which the Agreement has been entered into, Textgain has fulfilled its obligation of delivery.
2.4. Where the use of the website is concerned, a right to use the website is granted by visiting the website for the duration of the user session.
3.1. The Customer shall use the Products with reasonable care and solely for the purposes for which the Products were developed.
3.2. The Customer shall keep all login details secure and not share them with third parties, except for any auxiliary persons who have been mandated to do so by the Customer, which is at the sole risk of the Customer. Textgain cannot be held liable in any way for improper access to the Customer’s account by a third party because of the Customer’s negligence in this regard.
3.3. It is the Customer’s own and sole responsibility to install software updates related to the Products punctually, to regularly update the devices on which the Products are used, to protect them against unauthorized access and to provide them with the necessary security software against malware, viruses etc.
3.4. The Customer explicitly refrains in any public communication, from bringing the Textgain Marks in connection to any research findings or results generated wholly or partly by virtue of the Product(s), as well as creating the impression that such research findings or results are produced or endorsed by Textgain itself.
3.5. In particular, the Customer shall, to the maximum extent possible under mandatory legislation, not to do or attempt to perform, directly or indirectly, any of the following:
3.6. Any breach of any provision of this article by the Customer shall be considered a serious breach of contract. In such cases, Textgain shall be entitled to temporarily suspend or permanently block the Customer’s use of the Products without prior warning, without prejudice to any other measures mentioned in these Terms and Conditions.
4.1. In case of problems regarding the availability or the functioning of the Products, Customer may contact Textgain at any time either by e-mail or using the contact form on the website. Textgain does not commit to any warranty to guarantee a specific availability, nor to confirm and resolve reported problems within a specific term. Textgain will nonetheless undertake reasonable efforts to resolve non-availabilities and other reported problems with the Product(s), within a reasonable term. It shall be at Textgain’s sole discretion to decide upon the means of such support and/or solutions to a problem, and Textgain shall be free to determine what may count as appropriate compensation towards the Customer.
4.2. Problems regarding availability or any other problem regarding the Product(s) reported outside business hours (between 06:00 PM and 08:00 AM), on Saturdays, on Sundays or on Belgian legal holidays, will be deemed to have been received by Textgain as of the next business day.
5.1. All amounts are stated in euros and are mentioned including taxes such as VAT.
5.2. Subscriptions are billed on a monthly basis in advance. The Customer must provide a valid credit card and accurate billing information, and by doing so, Customer authorizes Textgain to charge the subscription fees to the credit card of the Customer.
5.3. If the automatic billing should fail, an electronic invoice will be issued The Customer is obliged to pay the invoice within thirty days of the invoice date. In the absence of payment by the Customer within the aforementioned period:
5.4. Late payment of an invoice makes all other outstanding invoices become immediately due, even if the due dates of those invoices have not yet expired.
6.1. “Intellectual Property Rights” means all acquired and future intellectual property rights, including but not limited to copyrights, trademarks, design rights, patents, know-how, trade secrets, all applications for the protection or registration of the aforementioned rights and all extensions and renewals thereof existing anywhere in the world, and all other intellectual property rights protected by applicable law.
6.2. “Marks” means all registered trademarks, logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, copyright notices or any other proprietary element of Textgain that is used in the context of the Products. All Marks are considered to be protected under the Intellectual Property Rights of Textgain.
6.3. All Intellectual Property Rights with regards to the Products and the Marks, and any related element, rest exclusively with Textgain.
6.4. Customer acknowledges and agrees that the Products and any content made available therein, may contain software, components or services made available by third parties, and that in connection with Customer’s access and use of such software, components or services, additional terms and conditions of third-party owners or licensors may apply.
6.5. Subject to the limited licenses expressly provided in these Terms and Conditions, nothing herein can be construed as providing any additional licenses to Customer, nor to transfer or assign to Customer any of Textgain’s Intellectual Property Rights, regarding the Products, the Textgain Marks, or any other proprietary element of Textgain.
6.6. Unless allowed pursuant to the limited licenses expressly provided in these Terms and Conditions, or to the extent allowed pursuant to mandatory applicable law, the Customer is not allowed to reproduce, modify, distribute, republish, download, communicate, transmit, exploit or manipulate in any way, the Products, the Textgain Marks and the research findings or results generated by virtue of the Product(s), in whole or in part, directly or indirectly, by any means, without the prior written consent of Textgain.
6.7. Unless allowed pursuant to the limited licenses expressly provided in these Terms and Conditions, or to the extent allowed pursuant to mandatory law, the Customer is not allowed to reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Products.
7.1. Except as otherwise expressly provided, the Products are made available “as is” and “as available” according to the best efforts of Textgain and in accordance with acceptable industry standards. Accordingly, Textgain disclaims all warranties, express or implied, including, but not limited to, warranties of quality and fitness for a particular purpose.
7.2. Customer warrants and represents that he shall use and rely upon the Products and the results arising from the use of the Products, at Customer’s own risk, with professional care and common sense, and in accordance with all materials, instructions, user manuals, guidelines and other relevant documentation made available by Textgain, and at least in accordance with reasonable common or customary practices.
7.3. In no event is Textgain held to guarantee nor ensure that the results arising from the use of the Products be accurate or in line with the current state of technology. Textgain shall not be liable for any damages resulting from the Customer’s reliance, misuse or misinterpretation of the results arising from the Products as referred to under 7.1 and 7.2.
7.4. Textgain shall not be liable for or required to compensate any immaterial, indirect or consequential damages including (but not limited to) loss of profits, loss of turnover, loss of revenue, loss of data, loss of anticipated savings, business interruptions, production restrictions, damage to computer systems, increase in administrative or staff costs, increase in overheads, loss of reputation or goodwill, loss of customers or claims from third parties, damage caused by errors, misuse of language, omissions or ambiguities in supplied user guides or other documents.
7.5. Unless otherwise provided by applicable binding law, Customer cannot hold the directors, agents, shareholders, employees, independent contractors, or any other auxiliary of Textgain, liable based on extra-contractual liability grounds.
7.6. Without prejudice to the previous paragraphs, the total contractual and extra-contractual liability of Textgain for all damages that may occur shall at all times be limited to the amount invoiced to the Customer during the year prior to the occurrence of the damage, without this amount being able to exceed the amount for which Textgain’s liability is insured.
7.7. None of the above limitations to liability shall apply to any liability for fraud, intentional damage or damage to the physical or psychological integrity of a party.
7.8. Any claim by the Customer for damages against Textgain (including its directors, shareholders, employees, independent contractors, other auxiliaries, and affiliated persons or entities) shall expire by operation of law if it is not brought before the competent court within a period of one year after the facts on which the claim is based were known to the Customer or could reasonably have been known to him.
8.1. Customer agrees to indemnify Textgain, including its directors, shareholders, employees, independent contractors, other auxiliaries, from any and all claims, liabilities and settlements, including, but not limited to, reasonable legal and accounting fees, arising out of or allegedly resulting from conduct that violates these Terms of Use or is otherwise considered an extra-contractual fault.
9.1. Information mentioned within the Products (including the website of Textgain) may include information supplied by independent third parties. While Textgain makes every reasonable effort to ensure the accuracy of all such information, Textgain makes no warranty as to the accuracy of any such information and is not responsible for injuries or harm the Customer may suffer in relying on information supplied by independent third parties.
10.1. The Agreement to use the Product(s) in accordance with these Terms and Conditions, is entered into for the duration of the subscription as agreed between Parties. At the end of the subscription term, the Agreement is automatically renewed for the same period, unless either Party terminates the Agreement no later than the expiry date of the current subscription term. Customer may terminate the Agreement by terminating its user account.
10.2. The duration of the Agreement to use the website of Textgain, is each time entered into for the duration of the user session.
10.3. Textgain may, of its own volition and without legal intervention, terminate the Agreement in the event of a serious breach of contract by the Customer which is not rectified within 15 days of the Customer being given written notice of default by Textgain, for instance, without being limited hereto, the non-payment of subscription fees.
10.4. Termination of the Agreement, regardless of the reason, shall never lead to the right of Customer to any restitution of any due or paid amount.
10.5. All parts of these Terms and Conditions that by their nature should remain in effect even after termination shall remain in effect even after termination, including, but not limited to, limitation of liability, disclaimer of warranties and outstanding payment obligations.
11.1. The nullity, invalidity or unenforceability of any provision of these Terms and Conditions shall nonetheless retain its maximum permissible effect and shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions.
11.2. The non-exercise of a contractual right by Textgain cannot be considered as a waiver of rights.
11.3. The Customer may not transfer his contractual rights and obligations to a third party without the express written consent of Textgain.
11.4. Changes to the Agreement, including these Terms and Conditions, are only possible with the written and explicit agreement of both parties.
12.1. The contractual relationship between parties arising from the Agreement is governed solely by Belgian law.
12.2. All disputes arising from the Agreement shall be subject to the exclusive jurisdiction of the courts of Textgain’s registered office.
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