SDL

Terms and Conditions

Terms and conditions for the use of the SDL website

Legal notices

SDL Plc ("SDL") and its subsidiaries maintain this website as a service to its customers, shareholders and other interested parties. By using any website owned and operated by SDL Plc or its affiliates, you agree to comply with and be bound by the following terms of use, which may change at any time. If you do not agree to the terms and conditions below, please do not use this site or any of its pages.

Use of materials on the SDL website

All material contained on the website is owned by SDL Plc and/or its suppliers and protected by copyright and trademark laws. Any material may also be the subject of other intellectual property rights of SDL Plc and/or its suppliers all of which rights are reserved by SDL Plc and its suppliers.

Nothing on the website shall be construed as conferring any license under SDL's intellectual property rights, whether by implication, estoppel or otherwise.

Material from the SDL website may be printed or downloaded for your own informational, or educational purposes only, provided that you include all copyright and proprietary notices originally included. You may not attempt to "pass-off" any of the material as your own. You may not post on any other website, display, or distribute the material without the express prior written consent of SDL.

Computer software

Any computer software which may be downloaded or is otherwise available from the website is licensed subject to the terms of its associated license agreement only, unless expressly stated otherwise. EXCEPT AS EXPRESSLY WARRANTED IN THE ASSOCIATED LICENSE AGREEMENT, SDL DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Third party materials on the SDL website

The website may contain materials, including software in executable or source code form, which is submitted by third parties for inclusion on the SDL website ("Third Party Materials"). Please be advised that SDL has not independently tested or evaluated such Third Party Materials and provides them on this Web site merely as a service to its users. ALL THIRD PARTY MATERIALS ON THE SDL WEBSITE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SDL DISCLAIMS ALL LIABILITY FOR ANY CLAIMS, DEMANDS, SUITS OR ACTIONS, UNDER ANY THEORY OF LIABILITY, ARISING OUT OF THE USE OR ATTEMPTS TO USE SUCH THIRD PARTY MATERIALS.

Sites linked from the SDL website

The sites linked from the website are not under SDL 's control, and SDL does not assume any responsibility or liability for any communications or materials available at such linked sites. SDL does not intend links on the SDL website to be referrals or endorsements of the linked entities, and are provided for convenience only.

Limitation of liability

Under no circumstances shall SDL be liable for any losses or damages whatsoever, whether in contract, tort or otherwise, from the use of, or reliance on, the materials that make up the website. SDL SHALL NOT BE LIABLE FOR ANY LOSS HOWSOEVER ARISING, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SDL shall include SDL Plc and its divisions, subsidiaries, successors, parent companies, and their employees, partners principals, agents and representatives, and any third-party providers or sources of material.

Governing law

These terms and conditions are governed by and to be construed in accordance with English law. Any disputes shall be subject to the exclusive jurisdiction of the English courts.

Terms and conditions for Language Services

Legal notices

These Language Services Terms and Conditions (the "Ts&Cs") constitute a legally binding agreement between you (whether an individual, corporation, or other entity) ("Client") and SDL, where "SDL" means a company commissioned by You to perform Services (as defined below) and where that company is SDL plc (a company incorporated under the laws of England & Wales and having offices at Globe House, Clivemont Road Maidenhead, SL6 7DY, England) or a company owned, owning or under common ownership with SDL plc. 

"Services" means, other than where the authorised representatives of Client and SDL have explicitly agreed to separate contractual terms and conditions concerning these, any professional language services including, without limitation, localization and/or translation and/or, in connection with these, desk top publishing, project management and/or engineering of software files, text and other computer medium, and/or reading from a prepared script, where such is commissioned by Client to be performed by SDL. An "Order" means: (i) Client’s signature or other indication to SDL of the acceptance of a quotation of SDL for Services; or (ii) a purchase order of Client or other instruction reasonably understood by the parties to authorize the inception of Services, but excluding any terms and conditions proposed by Client and not expressly accepted by SDL.

Attention

By issuing an Order Client agrees to be bound by the terms of these Ts&Cs.

Performance of Services

Subject to the terms of these Ts&Cs, SDL shall provide to Client and Client agrees to pay for the Services. SDL shall assign to Client all proprietary rights in the deliverables and related materials (including any translation memory) created by it pursuant to these Ts&Cs subject to SDL being paid in full for the Services.

Client Obligations

Client accepts that it is responsible for verifying that the Services are suitable for its needs. Client shall supply all components, information and materials reasonably necessary to enable SDL to provide the Services. Client confirms that it owns or is legally entitled to possess and use such components, information and materials and hereby grants to SDL a license to use the same for the purposes of providing the Services. Client’s failure to supply the foregoing when reasonably required by SDL shall relieve SDL of any obligation to perform Services to a previously agreed schedule. Client shall indemnify and keep indemnified SDL from and against any liability, losses, damages, costs and expenses arising from SDL's use or possession of any components or other materials supplied by Client to SDL. Client shall, within ten (10) business days of receipt of any finished deliverable of the Services, notify SDL in writing of any suspected defects or errors. In the absence of such notification Client shall be deemed to have accepted the deliverable of the Services. Client shall not withhold acceptance because of any discrepancy which does not significantly compromise the accuracy of any deliverable.

Service Fees

Client agrees to pay to SDL for the Services the fees and expenses set forth on the applicable Order in the currency specified therein. All payments due to SDL hereunder are due within thirty (30) days of the date of the applicable invoice. All unpaid amounts due to SDL hereunder shall bear interest at the rate of one percent (1%) per month or the highest rate permitted by governing law, whichever is less. All amounts due to SDL hereunder are net of any and all taxes (including withholding taxes), assessments, charges and levies of any governmental authority, all of which shall be the sole obligation of Client, except for taxes payable on the income of SDL.

Services Warranty

SDL represents and warrants to Client that: (i) it has the right to perform the Services in accordance with the terms of these Ts&Cs; and (ii) it will perform the Services in accordance with customary industry standards although, such Services being the product of human endeavour, SDL does not represent that they shall be error-free. SDL hereby disclaims all other representations and warranties, whether express or implied, including, without limitation, implied warranties of merchantability and/or fitness for use and/or a particular purpose.

Term and Termination

These Ts&Cs shall expire when the all the obligations of the parties under all Orders are complete, and may be terminated by either party: (i) with immediate effect if the other party fails to perform any of its material obligations under these Ts&Cs and such failure continues for 14 days after written notice; or (ii) upon 30 days written notice. Upon such expiration or termination all fees including fees for work-in-progress shall fall due and each party shall deliver to the other any property belonging to that other party. Termination shall not affect any accrued rights and liabilities of either party.

Limitations on Liability

In no event shall either party be liable under these Ts&Cs under any circumstances for consequential or indirect damages of any nature whatsoever including, without limitation, any lost revenues or profits. Nor shall SDL be liable for any claim that any deliverable of the Services infringes the intellectual property rights of a third party where the infringement arises from materials supplied by Client to SDL. Other than for physical injury or death caused by a party’s negligence, notwithstanding anything in these Ts&Cs to the contrary the parties agree that each party’s aggregate liability under these Ts&Cs shall not exceed, under any circumstances, the amount of fees paid to SDL pursuant to these Ts&Cs during the preceding twelve (12) month period or fifty thousand US dollars ($50,000), whichever is the lesser.

Restrictions on Disclosure of Confidential Information

Each party shall: (i) maintain in confidence all information disclosed by the other relating to the disclosing party’s business ("Confidential Information"); and (ii) use such information only in connection with these Ts&Cs. This provision shall not apply to information which: (i) becomes generally available to the public through no fault of the receiving party; (ii) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from transferring the information to the receiving party by any contractual, legal or fiduciary obligation; or (iv) is disclosed by SDL to its subcontractors for use only in connection with these Ts&Cs and under a duty of confidentiality no less onerous than that of the parties hereunder. The parties agree that all confidentiality obligations shall survive for a period of three (3) years from the date of disclosure and that each party shall, upon request, return or delete all documents and electronic media containing the other party’s Confidential Information, including all copies thereof.

Entire Agreement; Severability

These Ts&Cs, together with the relevant Order contain the entire agreement and understanding between the parties relating to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to such subject matter. In the event of any conflict between an Order and these Ts&Cs then these Ts&Cs shall prevail. No variation of the provisions of these Ts&Cs will be valid unless confirmed in writing by the authorised signatories of both parties. If any provision of these Ts&Cs is declared invalid or illegal for any reason, then the remaining provisions of these Ts&Cs shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any future exercise thereof or the exercise of any other right or remedy.

Remedies

Each party acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of these Ts&Cs by the other party and that any such breach would cause such party irreparable harm. Accordingly, each party agrees that in such event, the other party, in addition to any other remedies at law or in equity it may have, is entitled, without the requirement of posting any security, to equitable relief, including injunctive relief and specific performance.

Force Majeure

Neither party hereto shall be liable for any breach of its obligations hereunder resulting from force majeure which, for the purposes of these Ts&Cs, means any cause beyond the reasonable control of the party in question. The foregoing shall not apply in respect of any obligation of Client to make payment hereunder. Each party shall give notice to the other upon becoming aware of an event of force majeure, such notice to contain details of the circumstances giving rise to such event. If a default due to an event of force majeure shall continue for more than six weeks then the party not in default shall be entitled to terminate the Order affected by such event.

Governing Law; Jurisdiction

These Ts&Cs shall be governed by and interpreted in accordance with the laws of England & Wales and the parties submit to the exclusive jurisdiction of the English Courts. The parties agree that they will attempt to settle any dispute arising out of these Ts&Cs by negotiation between the parties.

Language

If these Ts&Cs are translated into a language other than English, the English language version shall control. 

Should Client have any questions concerning these Ts&Cs these may be addressed to the Vice President Legal and Contracts, SDL plc, Globe House, Clivemont Road Maidenhead, SL6 7DY, England.