Last Updated 15 July 2019
1.1 These Terms and Conditions constitute a legally binding agreement made between you and BeLazy Technologies Ltd., located at 1st Floor, 9 Exchange Place, I.F.S.C., Dublin 1, D01X8H2, Ireland (we, us), concerning your access to and use of the BeLazy (https://belazy.cat) website as well as any related applications (the Site), including the BeLazy web and mobile apps. The Site provides automation services for business management systems, vendor portals and other tools. You agree that by accessing the Site and/or Services, you have read, understood, and agree to be bound by the Terms and Conditions.
1.2 These Terms and Conditions shall remain in full force and effect while you use the Site or Services or are otherwise a user of the Site, as applicable. You may terminate your use or participation at any time, for any reason, by contacting us at firstname.lastname@example.org.
The Terms and Conditions apply to the respective Site version in force. The document also applies to the respective Site version in force of all future business relationships, even if these are not explicitly agreed to. The client is obliged to obtain information concerning the current terms and conditions prior to each order or contract extension. The Terms and Conditions can be viewed at any time via Internet at https://belazy.cat/terms-and-conditions.
1.3 We shall be entitled to make changes to these Terms and Conditions at any time, at our discretion, including but not limited a) in the event of any amendments made due to legal changes, (b) in the event of any amendments made due to decisions by the Supreme Court, (c) because of technical necessity, (d) in order to maintain company operations, (e) in the event of a change in market conditions, (f) for the benefit of the user. No amendment will take place if such amendment would substantially disrupt the contractual balance between the parties. A change will be indicated by an updated date of revision at the beginning of this document and the updated version will be effective as soon as it is accessible. It’s your responsibility to regularly review the updated Terms and Conditions, and your continued use of the Site represents that you have accepted such changes. These changes do not represent grounds for notice of termination.
1.4 The Site is aimed at people working for companies carrying out translation and localization activities, either as localization service buyer representative, a translation company representative or a freelance translator trading as a sole trader or a company. You shall immediately cease using the Site if you are not representing a business.
1.5 These Terms and Conditions, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Irish Law. We both agree to the exclusive jurisdiction of the ordinary courts of Ireland.
1.6 If any provision of these Terms and Conditions is invalid, illegal or unenforceable in any respect under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal or unenforceable. In such a case, the remaining provisions shall be construed in a manner as to give greatest effect to the original intention of the parties. Our failure to insist upon, or enforce, strict performance of any right or provision of these Terms and Conditions shall not constitute or be construed or deemed to be a waiver of such right or of any other right or provision under these Terms and Conditions.
1.7 For the provision of our services, we use a number of third-party services, including:
You agree to be bound by the additional Terms and Conditions of the services we use if you use the relevant component.
1.8 When you download the BeLazy mobile app through the Apple App Store, Google Play or other app store or distribution platform (“App Provider”), we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned and controlled by you. The Terms and Conditions also govern the use of your mobile app. Furthermore you acknowledge and agree that:
You are prohibited from enacting any form of manipulative interference in the online or mobile App. In particular, you and the other users are not entitled to utilize measures, mechanisms, or software that could interfere with the function or progress of the online or mobile App. You may not take measures that may cause an unreasonable or excessive burden on technical capacity. You are not allowed to block, rewrite, or modify content generated by BeLazy or to interfere with the App in any other manner.
1.9 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You agree to the use of electronic contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
1.10 These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us.
1.11 In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us by email at email@example.com.
2.1 You may use the Site for integrating vendor portals, translation management systems, business management systems, email accounts and generic record-keeping systems such as Google Sheets. The Site is connecting the systems of different companies, generally a Buyer and a Provider, or in some cases two of your own systems, such as your email and your business management system. The goal of the Site is to make the integration of such systems seamless, and provide a way to automate processes without programme code, or with very simple development.
2.2 If you are using the BeLazy business management system APIs to create incoming projects received in BeLazy in your proprietary business management system, besides querying the system, you are required to implement a call to indicate that the creation of projects in your system has been successful. If you fail to indicate success for the majority of these projects, we will restrict your use of BeLazy and contact you. We may also require you to share the relevant part from your software code. We will restore your use once the success indicators are correctly implemented, and the successful creation flag is enabled for every project that gets successfully created in your system.
2.3 You may not access or use the Site for any purpose other than that for which we make the site and our services available.
2.4 As a user of this Site, you agree not to:
2.5 Use of the Site is licenced, not sold, and does not grant you any ownership rights on the Site.
3.1 Unless otherwise indicated, the Site and Services including source code, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (Our Content) are owned or licenced to us, and are protected by copyright.
3.2 Except as expressly provided in these Terms and Conditions, no part of the Site, Services or Our Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licenced, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
3.3 Provided that you are eligible to use the Site, you are granted a limited licence to access and use the Site and Our Content and to download or print a copy of any portion of the Content to which you have properly gained access solely for non-lucrative use.
3.4 You shall not try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site.
3.5 We reserve the right at our sole discretion, to (1) monitor the Site for breaches of these Terms and Conditions; (2) take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions; (3) remove from the Site or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.
3.6 We do not guarantee that the Site will be secure or free from software defects or viruses.
3.7 We reserve the right to change, modify, or remove the contents of the Site or to correct any errors, inaccuracies or omissions at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.
4.1 You may only log in to the site using an OAUTH2 authorization account, notably Microsoft and Google account. This means that in order to use the site, you need to have a registered account with these providers. When you log in, you authorize the Site to use the personal data that is presented to you at login time, which includes your name, email address and phone number.
4.2 We do not store a password for you to the Site. As a result, there is no possibility for stealing your password from the Site. Please ensure maximum security in your Google or Microsoft account with phone-based authentication or other two-factor authentication.
4.3 On the Site, you set up connections to the systems of your customers and your own systems. To set up this connection, you need to specify, among other things, the URL of the system, your user name, your password, and your API access token. We do store this information in our database which is hosted in Microsoft Azure, and the passwords are protected by the Microsoft Azure Key Vault. On your profile, you can specify whether you allow us to use this information for error handling. Only three people are able to decrypt such information in the BeLazy organization, and all access to such decryption is logged in a way that cannot be altered. You can always request us to give you proof when your passwords have been accessed, but we reserve the right to charge you for the time it takes. We will never use your password if you don’t give us permission on your profile.
4.4 The Site stores information about the projects that go through it as it manages data flow between your connections. These project records are retained for a period of eight years. Project files are stored temporarily for up to 8 days and are only used to move them between two sites and to manipulate them according to the user’s configuration. We will not sell, transfer or distribute identifiable project information to anyone. We reserve the right to use aggregated information to prioritize our developments, to analyze how the translation and localization industry works, to establish technology gaps and develop new services, and to any other valid reason to improve our business in a way that does not damage your business.
4.5 The Site also stores information about the decisions you make in project management through configuring your connection and resolving red flags. We also reserve the right to use aggregated information to improve our offering and to communicate with our partners (for example in the case of service outage).
4.6 We understand how important the security of your data is to your business. Therefore we do everything to ensure that no data loss or data leakage is possible, from the software design phase through hosting and maintenance and support. We are ISO 27001 compliant which is an established information security standard.
4.7 If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault for such incident.
4.8 Although we make reasonable efforts to update the information on our site and keep the integrations all working well, we make no representations, warranties or guarantees, whether express or implied, that the Content on the Site is accurate, complete or up to date.
5.1 By using the Site you acknowledge that the Site operates a middleware service. The middleware service offers you the infrastructure that allows multiple connections and integrations with systems of other companies.
5.2 The systems of other companies are operated by these other companies, and we cannot reasonably warrant any availability for these. We make reasonable efforts to notify them of the outages of their service, and support them in getting their software back operational, and we are trying our best to conclude contracts that bind them to certain service levels and penalize excessive outage. However, we do have unguaranteed partnerships as well. You agree that in the case a system is unavailable to the Site, you will continue working with it in a manual way, as you did before using the Site.
5.3 We make reasonable efforts to operate the integrations with these other systems, however, in certain situations we may experience a sudden change of version that render our integrations useless. We make reasonable efforts to keep a relationship with the owners of the other systems and in our contract stipulate times for indicating on time that the change is coming. However, we find that even with contracts in place, some changes may happen unannounced. We continuously monitor broken integrations and immediately prioritize fixing these, but we cannot guarantee how long it takes to fix them. You agree that in the case an integration ceases to work on the Site, you will continue working with it in a manual way, as you did before using the Site. You will immediately see when the system is back operational either by seeing projects appear, or by seeing projects created in your system.
5.4 While we monitor the health of all connections, you are entitled to send us via email a support request if a service is not available to firstname.lastname@example.org. If you do this, please also ensure that your profile allows us to use your credentials for testing. In the case of a system outage, we start working on fixing it within one business day.
5.5 We guarantee a 95% uptime for the Site, but aim for a 100% uptime. The upgrade procedures that we carry out function without stopping the operation of the Site.
5.6 You will only be charged after transactions that are entirely successful. A successful transaction is a transaction where the data from the source system is converted using the configuration that you specified in the configuration/onboarding and appears in your destination system. Please note that if the project is not configured in your target system completely according to your requirements, but is correctly created according to the rules that you have set up, the project is still successful. In case you expect further configuration options, please don’t hesitate to get in touch with email@example.com and describe your workflow. While we are adding further functionality constantly that support your work beyond project creation, the success criteria of a transaction is always the project creation.
5.7 Given that we only charge you after successful projects, by using the Site you also acknowledge that you are not entitled to request any compensation for any downtime of the Site or a connection/integration on the site.
5.8 We charge you on a monthly basis, for transactions already made over the course of the past month. The first month starts when you exceed your free credit, or when you enter your credit card details. Your credit card is charged every month on the same day. We do not have access to your credit card details, it is stored by our payment provider Stripe Inc.
5.9 Individual (freelance) translators are entitled to free use for up to 5000 euros’ worth of project throughput, in the case that they don’t use a business management system integration, but only the Google Sheet integration. Businesses with more than one employee must register for the paid usage. If in any month the above amount is exceeded, we will bill the percentage fee for the entire throughput for the given month, and are entitled to ask for a credit card and restrict usage until the bill is settled.
6.1 The Site and Services are provided on an as-is and as-available basis. You agree that your use of the Site and/or Services will be at your sole risk except as expressly set out in these Terms and Conditions. All warranties, terms, conditions and undertakings, express or implied in connection with the Site and Services and your use thereof including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement are excluded to the fullest extent permitted by applicable law.
We make no warranties or representations about the accuracy or completeness of the Site’s content and are not liable for any (1) errors or omissions in content: (2) any unauthorized access to or use of our servers and/or any and all confidential information stored on our server; (3) any interruption or cessation of transmission to or from the site or services; and/or (4) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party. We will not be responsible for any delay or failure to comply with our obligations under these Terms and Conditions if such delay or failure is caused by an event beyond our reasonable control.
6.2 We are not liable for the loss of projects awarded to you because of the outage or faulty operation of our service, or for projects created with wrong data in your system.
We are also not liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill, or indirect or consequential loss or damage.
We are not liable to you in respect of any loss or corruption of any data, database or software.
We are not liable to you in respect of any special, indirect or consequential loss or damage.
You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
6.3 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Our liability to you for any cause whatsoever will at all times be limited to a total aggregate amount of the amount paid to us for the use of the Site during the six (6) month period prior to any cause of action arising.
7.1. Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:
7.2. Where we suspend or prohibit or block your access to our Site or a part of our Site, you must not take any action to circumvent such suspension or prohibition or blocking, including without limitation creating and/or using a different account.
8.1 You agree that any commercial, strategic, technical data, knowledge and/or other information connected with these Terms and Conditions, including samples or other tangible materials (hereinafter all of the foregoing collectively “BeLazy Confidential Information”) that is disclosed to or otherwise comes into the possession of you, your customers, affiliates or offices, either orally, in writing or other form, is to be treated as confidential and proprietary. You agree that BeLazy Confidential Information will be maintained in strict confidence, not disclosed to third parties and not used for any purpose other than these Terms and Conditions.
8.2 The requirement to maintain information in strict confidence, however, shall not apply to BeLazy Confidential Information that: (A) is or becomes generally available to the public through no wrongful act of you; (B) was in the your possession prior to the time it was acquired hereunder and was not acquired, directly or indirectly, from you or your affiliates or from others under an obligation of confidentiality; (C) is independently made available as a matter of right to you by a third party without obligations of confidentiality, provided that such third party did not acquire such information directly or indirectly from BeLazy; or (D) is required by law to be divulged on a non-confidential basis, provided that you must notify BeLazy prior to any disclosure, and must assist BeLazy in obtaining a protective order, including an injunction, or other confidential treatment and otherwise minimizing the extent of disclosure.
8.3 You agree to limit access to BeLazy Confidential Information to your employees, agents, representatives, and subcontractors who reasonably require such access for the execution of your obligations. You agree to require your employees, agents, representatives, and subcontractors to maintain BeLazy Confidential Information in strict confidence. You must not make nor permit the making of any copies, abstracts, derivatives, or summaries of any BeLazy Confidential Information, except for the execution of these Terms and Conditions.
8.4 Responsibility and liability for any data used or connected to these Terms and Conditions after the delivery or performance by BeLazy, shall rest solely with you. You guarantee to BeLazy that the content, the use and/or the processing of the data provided by you is not unlawful and does not infringe the rights of third parties. In no event shall BeLazy be responsible or liable for compliance with any legislation or other laws in respect of the protection of personal data of You or your users.
8.5 You shall indemnify and hold BeLazy harmless from, and shall compensate BeLazy for any damages, losses, costs and expenses of whatever nature as a result of any claims from third parties whose personal data is recorded or processed within the context of a register of personal data maintained by you or for which your user is responsible pursuant to the law or otherwise, including any claims of whatever nature by third parties in relation to this data.
8.6 If Parties (means Belazy and you) agree that BeLazy is obliged to provide some information security, Parties shall agree thereupon separately in writing.
8.7 If computer, data or telecommunications facilities are needed for the execution of these Terms and Conditions, BeLazy is entitled to assign access or identification codes to you. You shall not be entitled to change the access or identification codes assigned. You shall treat the access and identification codes as confidential and with due care and shall only disclose these codes to authorized members of staff. BeLazy shall under no circumstances be liable for any damage or costs arising from the use or misuse of access or identification codes by you.
9.1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.
You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.
9.2. A contract under these Terms and Conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.
The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.
9.3. Any amendments or supplements to these general business terms and conditions require the written form in order to be effective. The waiver of the form is also required to be in written form.
9.4. The Terms and Conditions are originally written in the English language. If the translated version of the English differs in translation, then the English version applies under applicable law.