This end user license agreement (“EULA”, “Agreement”) is a legal agreement between you (“Customer”) and DeepL AI GmbH, Maarweg 165, 50825 Cologne, Germany (“DeepL”) for:
DeepL Agent (“Services”).
This EULA is available at LINK and can be downloaded and printed by Customer. DeepL does not save this agreement text for each Customer.
1 Definitions
1.1 “Affiliates” are affiliated companies within the meaning of Section 15 et seqq. of the German Stock Corporation Act (“Aktiengesetz”).
1.2 “Agent” refers to the virtual assistant based on artificial intelligence provided as a software as a service solution designed to assist its users with various tasks as described in the Service Specification below.
1.3 “Agreement” refers to this EULA. 1.4 “Business Days” are Monday through Friday, excluding public holidays in North Rhine-Westphalia, Germany.
1.5 “Charges” means the charges and fees or similar payable by the Customer to DeepL for access to the Services. The Charges may vary depending on the type of Service and are set out in more detail in Section 9 and in the sign up form/within the Service.
1.6 “Confidential Information” refers to all information and data, including, but not limited to, trade and business secrets, commercial and technical information and other data, source codes and other software, plans, strategies, know-how, market information, copyright and other intellectual property rights (whether registered or not), business and/or financial affairs including any such information relating to, disclosed or provided by an employee or contractor of the Parties as information as well as this Agreement including its annexes, regardless of the form or medium, any information disclosed in visual or oral form, which is either labelled as confidential or whose confidentiality derives from the nature of the information or the circumstances of the disclosure. 1.7 “Documentation” refers to an electronic documentation of the requirements and functionality of the Agent provided to Customer in English language.
1.8 “Input” refers to any input data (information, texts, documents, etc.) sent by Customer to the Agent in order to have it processed by the Agent based on machine learning algorithms. 1.9 “Internal Users” means those employees, agents and independent contractors of Customer and Customer’s Affiliates who are authorized by Customer to use the Services and the Documentation.
1.10 “License” means each individual user account for a single user. Customer is assigned one License with individual access credentials and the License may not be used by more than one assigned user. The same assigned may utilize the access credentials on multiple devices that meet the requirements specified in the Service Specification; however, the use of a License is permitted on only one device at a time. 1.11 “Output” refers to any content that has been processed by the Agent for or on behalf of Customer within the scope of this Agreement.
1.12 “Party” refers to either Customer or DeepL based on the context. 1.13 “Sanctioned Party” refers to any party that is included on an applicable list of designated or other restricted parties maintained under trade restrictions of the European Union, the United Kingdom, the United States of America, and/or the United Nations, including, but not limited to (i) the “Consolidated List of Financial Sanctions Targets in the UK” maintained by the Office of Financial Sanctions Implementation HM Treasury in the United Kingdom, (ii) the “Consolidated List of Persons, Groups and Entities subject to EU Financial Sanctions” maintained by the European Commission, and/or (iii) the “Special Designated Nationals and Blocked Persons List” maintained by the US Treasury Office of Foreign Assets Control.
1.14 “Services” refers to the entirety of the services offered by DeepL in accordance with the Service Specifications, excluding Test Functions. 1.15 “Service Specification” refers to the description of functionalities and specifications of the Agent as agreed upon conclusion of this Agreement which is set out below.
1.16 “Third-Party Services” refers to any services or applications provided by third parties which can be used or accessed using the Agent, such as search engines, online platforms or other websites operated by third parties.
2 Order of Precedence
In the event of contradictions between this Agreement and the Data Processing Agreement (“DPA”) (see section 11.1 below), the provisions of the DPA shall prevail.
3 Subject of the Agreement
3.1 Subject to this Agreement, DeepL provides Customer with access to the Agent and the applicable Documentation for the term of this Agreement.
3.2 DeepL grants Customer access to the Services for 30 calendar days or as otherwise agreed between the parties free of charge for the purpose of trial (“Trial”).
3.3 After the Trial, the existing Licenses will be invoiced in accordance to section 10 of this EULA. Customer will pay DeepL the agreed Charges. 4 Services of DeepL
4.1 General
4.1.1 DeepL provides Customer with access to the Agent via the internet on a software as a service basis within the term and scope of this Agreement.
4.1.2 Customer is aware that the Agent is still in development and may contain errors or lack features.
4.1.3 DeepL shall provide Customer with access credentials as described in the Service Specification below.
4.1.4 DeepL is responsible for the operation and maintenance of the Services. Place of performance is the router output of the data centre used by DeepL. 4.1.5 DeepL shall process the Input in accordance with this Agreement, the Service Specification and the Documentation. However, DeepL is neither obligated to ensure nor warrants correctness or accuracy of Output. In particular, DeepL does not give any warranty regarding the correctness of the Output created by the Agent.
4.1.6 DeepL will provide a history of interactions with the Agent to each Internal User. DeepL will store and process any Input and Output for this purpose during the term of this Agreement and the Agent may individually adapt its behaviour according to previous interactions with each Internal User. For clarity, DeepL will not use any Input or Output for training or fine-tuning of data models. DeepL will only access the Input and/or the Output in the event and to the extent required to carry out a diagnosis and to solve technical or security issues.
4.1.7 Further services, including but not limited to consulting, individual development, or implementation or training services, shall only be provided by DeepL upon express written separate agreement.
4.1.8 DeepL is entitled to subcontract third parties to fulfil its contractual duties in whole or in part. 4.1.9 Customer shall be fully liable for any use of the Agent by Internal Users and shall ensure that Internal Users are aware of and respect any and all restrictions for the use of the Agent set out in this Agreement. Customer shall promptly notify DeepL of any suspected or alleged violation of this Agreement and shall cooperate with DeepL with respect to investigation of such violations as well as to any action by DeepL to enforce this Agreement.
4.1.10 DeepL, acting in its sole discretion, may provide the Customer with a) aggregated data on the use of the Agent within the Customer's organisation and/ or b) usage data of individual Internal Users of Customer ("Individual Usage Data") enabling the Customer to evaluate the use of the Agent and manage it accordingly. Customer must treat any Individual Usage Data confidentially and in compliance with applicable data protection laws. It is the sole responsibility of Customer to ensure that any subsequent processing of Individual Usage Data as independent controller is conducted in accordance with applicable data protection laws, including but not limited to the EU GDPR (Regulation (EU) 2016/679). DeepL shall not be liable for any subsequent processing of Individual Usage Data by Customer following on from the receipt of any Individual Usage Data.
4.2 Additional Features and changes to the Agent
4.2.1 DeepL is free to provide Customer with additional functions in alpha or beta versions on a test basis ("Test Functions"). These Test Functions are marked as such, or as alpha or beta. Test Functions are not the subject of this Agreement. DeepL may make them available voluntarily to all or individual customers and the Customer is not obliged to make any payment for the use of Test Functions. Test Functions are intended for test use by the Customer and evaluation by DeepL. They are not final products or features and may contain bugs or other inaccuracies. DeepL can change, adapt or discontinue the Test Functions at any time.
4.2.2 DeepL may add additional features to the Agent at any time. 4.2.3 DeepL may reasonably modify, limit or remove existing features. Any such change shall be deemed reasonable if it only affects insignificant features of the Agent (such as design changes or insignificant changes of behaviour) or if it is required for good cause, including, data security, technical necessities, due to changes in applicable law, or changes in the provision of services by sub-contractors. DeepL shall consider the reasonable interests of both Parties.
4.2.4 DeepL will notify Customer of any substantial changes in due time prior to its rollout in writing (email sufficient) unless the change concerns time-critical security updates or additional features. 4.2.5 DeepL reserves the right to restrict or suspend features of the Agent for other reasons than those specified in Section 4.2.1 and Section 4.2.3. In such case, DeepL shall inform Customer of the proposed changes with four (4) weeks prior notice in writing (e-mail sufficient). Furthermore, DeepL shall grant Customer a reasonable period of at least two (2) weeks to object to the proposed changes. If Customer does not give any notice within this period, which shall commence running from the receipt of the notification, the proposed changes shall be deemed as agreed. DeepL shall inform Customer of this legal consequence, i.e., the right of objection, the objection period, and the implications of remaining silent. In the event Customer opposes the change within the term, the Agreement can be terminated by each party without notice.
5 Availability
5.1 DeepL shall provide an annual average of 97% uptime availability for the Agent. The availability calculation excludes any downtime for planned maintenance work as well as service interruptions which are beyond DeepL’s control, including but not limited to short-term and undue increase in the number of requests by Customer which requires an unplanned increase in system capacity.
5.2 Subject to the exceptions in Section 5.1, availability shall be calculated as the number of hours the Agent is functional, divided by the total number of hours within the respective calendar year. 5.3 Unavoidable downtime due to planned maintenance work shall be electronically notified to Customer in good time in advance (e.g. by e-mail).
6 Conclusion of the Contract
The Agreement may be entered into by means of distance communication (e.g., email). In this case, DeepL will refer the Customer to this Agreement before entering into the contract and will make them available to the Customer in digital form (e.g. via hyperlink). This Agreement shall either be concluded as soon as DeepL expressly confirms the conclusion of the contract, as of the effective date agreed between the Parties, or by making the Agent available to Customer.
7 Copyright and Intellectual Property
7.1 DeepL grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the Agent for its internal business purpose for the term (at least Trial) and within the scope of this Agreement, subject to the authorised number of Internal Users for which Customer has signed up for and paid DeepL (outside of the Trial).
7.2 DeepL grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the provided Documentation and support materials for the term and within the scope of this Agreement, in particular, to reproduce them and provide them to Internal Users or contractors to the extent required for the intended use of the Agent. 7.3 Any components of the Agent that are recognisably subject to third-party rights and, in particular, open-source licences shall be excluded from the license granted in this Agreement.
7.4 All rights regarding the Input and/or Output remain with Customer. However, Customer grants DeepL the non-exclusive worldwide right to use the Input and/or Output solely in order to provide DeepL’s Services to Customer. In particular, Customer grants to DeepL the right to store, modify, process, translate, improve and transmit the Input and to sublicense the foregoing rights to its subcontractors, to the extent required to provide the Agent for the term and as set out in this Agreement. 7.5 DeepL does not assume any copyright to the Output. In the event that the Output generated by the Agent is deemed to be protected under copyright laws to the benefit of DeepL, DeepL grants to Customer, upon creation of such Output, all exclusive, transferable, sublicensable, worldwide perpetual rights to use the Output without limitation and for any existing or future types of use, including without limitation the right to modify the Output and to create derivative works.
8 Obligations and Responsibilities of Customer
8.1 Customer may use the Agent solely for the purpose agreed between the Parties. Unless expressly authorized in writing by DeepL, Customer shall not, and shall ensure that third parties (including Internal Users) do not, use the Agent, Documentation or other data, information or service provided by DeepL:
8.2 Customer acknowledges that the Agent is not intended to be used as high-risk AI system as set out in Art. 6 AI Act, including without limitation for any use set out in Annex III of the AI Act.
8.3 In the event that Customer uses the Agent for other purposes than intended by DeepL and as described in the Agreement or as described in the Documentation, the Parties agree that Customer acts for this unintended use as a Provider within the meaning of Art. 3(3) AI Act.
8.4 Customer is obligated to exercise due care when using the Agent and to use it responsibly considering the risks associated with Customer’s intended use case. 8.5 Customer acknowledges that the Agent is designed and intended to interact with Third-Party Services and therefore may disclose Input or parts thereof or submit statements (including consents) with binding legal consequences on behalf of Customer to third parties depending on Customer’s use of the Agent. Even if the Agent attempts to delegate control over certain actions to the Internal User, Customer is aware that such delegation of control may fail in some cases.
8.6 Customer is solely responsible for any interaction, including any disclosure of Input or submission of statements on Customer’s behalf, with any Third-Party Services performed by the Agent in execution on Customer’s instructions. Customer is aware that the Agent’s behaviour based on Customer’s instructions may vary and lead to unintended results. Customer will monitor the Agent while it performs any actions on behalf of Customer and will, to the extent possible, take reasonable steps to abort any unintended actions performed by the Agent. 8.7 Customer is obligated to keep the access credentials to the Agent secure and undertakes not to disclose them to any third parties unless required for the contractually intended and permitted use of the Agent. Customer is not entitled to repackage or resell access credentials or its access to the Agent to any third parties unless expressly agreed upon otherwise.
8.8 Customer is obligated to observe all legal requirements for the collection, processing and use of data which is transmitted to DeepL and processed by DeepL for Customer in connection with the use of the Services under this Agreement. Customer guarantees not to collect, process or use any personal data in connection with the Services without the express consent of the data subject or sufficient other legal authorisation.
8.9 In the event that Customer uses the Agent to access Third-Party Services, Customer shall comply with all terms and acceptable use policies set out by the provider of such Third-Party Services if applicable.
8.10 Customer is only permitted to use the Agent in compliance with applicable laws and third-party rights. This also includes export control laws and regulations. DeepL is committed to compliance with applicable laws and regulations. For this reason, DeepL does not offer the Agent in the listed restricted territories which may be updated from time to time giving reasonable notice. DeepL reserves the right to block Customer's access to the Agent and/or terminate this Agreement at any time with immediate effect if the Agent is found to be used by Customer within these restricted territories.
8.11 Customer authorises DeepL to access their account settings for the purpose of supporting Customer’s onboarding to to DeepL’s Services and general user management as well as account management throughout the term of the Agreement (e.g., enabling the SSO set up, adding and deleting Internal Users, (re-)assigning team account administrators, enabling or adjusting account settings as requested by Customer). DeepL may also access Customer’s account settings for troubleshooting purposes and to carry out usage analytics for Customer’s subscription.
8.12 Customer must comply with all technical requirements set out in the Service Specification and the Documentation.
8.13 Customer is obligated to adhere to any security precautions, functional and other limitations of the Agent. In particular, Customer must not bypass, remove, defeat, avoid, deactivate or otherwise circumvent protection or authentication mechanisms or misuse the Agent for purposes other than those intended or expressly documented.
8.14 Customer shall indemnify DeepL from and against all third-party claims, including the necessary expenses for legal defence, asserted against DeepL due to a culpable violation of this Agreement by Customer, including without limitation, any infringement of third-party rights or damages incurred to third-parties due to any misuse of the Agent by Customer or Customer’s Internal Users. If third parties should assert such claims against DeepL, DeepL shall inform Customer about the asserted claims without undue delay and leave the defence at the discretion of Customer or undertake it in cooperation with Customer. DeepL shall not settle or recognise claims of third parties without Customer’s consent which shall not be unreasonably withheld or delayed. DeepL shall be entitled to request a reasonable advance for the incurred legal defence expenses to be anticipated. The indemnification shall accordingly apply to fines or other regulatory or judicial orders and claims.
9 Service Specification
9.1 Product description The Agent is provided as an online service based on artificial intelligence and allows Customer to remote control a virtual machine according to prompts given by the Internal User. For this purpose, the Agent has access to tools (e.g. browser) and, if configured by the Customer, accounts and custom data (e.g. internal knowledge hubs, internal communication). It can search the web for the information requested by the Internal User, display, aggregate the found information in different formats and otherwise interact with Third-Party Services.
9.2 Restrictions
9.2.1 The Agent will translate the Internal User’s Input into actions performed on the virtual machines. The Internal User’s Input can include information, text or documents in natural language, within the language options and capabilities currently available for the Agent. Uploaded documents can only be processed by the Agent if they are uploaded in PDF format. Customer is aware that Input may be subject to interpretation and that artificial intelligence may misinterpret the intent of Input.
9.2.2 The Agent relies on a visual interpretation of the tools, websites or other Third-Party Services it interacts with. Customer is aware that visual interpretation by artificial intelligence can be prone to errors which may lead to unintended results.
9.2.3 Customer is therefore responsible to supervise the Agent and to make use of all provided means for human intervention.
9.3 Licenses
9.3.1 “License” means each individual user account for an Internal User. Each Internal User must be assigned to one separate License with individual access credentials and Licenses may not be used by more than one assigned Internal User. In case a License is created and/or deleted during an ongoing billing period, the respective amount will be invoiced on a pro rata basis calculated based on the number of days of each billing period the License has been provided to Customer. Licenses will be invoiced upon creation, irrespective of their actual use. A License can be reassigned once per month. The same Internal User may utilize the access credentials on multiple devices that meet the requirements specified in the Service Specification; however, the use of a License is permitted on only one device at a time. If the Customer wishes for multiple individuals to access the Service simultaneously, the Customer must acquire multiple Licenses.
9.3.2 Customer may purchase additional Licenses in excess of the number currently paid for and DeepL shall grant access to the Services and the Documentation to such additional Internal Users in accordance with the provisions of this Agreement.
9.3.3 If Customer wishes to purchase additional Licenses, Customer shall either notify in writing (email is sufficient) its DeepL Account Executive or by submitting such requests through the DeepL subscription admin portal. DeepL shall evaluate such requests for additional Licenses and respond to the Customer with approval or rejection of the request. Where DeepL approves the request, such approvals shall be in writing, DeepL shall activate the additional Licenses as soon as reasonably practicable after approving Customer's request.
9.3.4 If DeepL approves Customer's request to purchase additional Licenses, Customer shall pay to DeepL the relevant Charges for such additional Licenses as set out in the quote or visible in the subscription admin portal for the relevant Services. If such additional Licenses are purchased by Customer part way through the current term/ billing period, such Charges shall be prorated from the date of activation by DeepL for the remainder of the term/billing period or then current Subscription Renewal Period (as applicable)..
9.3.5 Any reduction of Licenses by Customer will take effect with the next term/billing period. No reimbursement of Charges will be made.
9.4 System requirements
Customer can access the Agent using a recent version of a web browser (usually in a version not older than a year). A screen resolution of 1080p+ is recommended.
10 Charges
10.1 After the Trial, Customer shall pay the Charges as set out within the Services or on the sign up webpage. Unless otherwise agreed, monthly payment via bank transfer with a 14 day payment term from invoice date is agreed.
10.2 All amounts shall be paid in full in the currency indicated on the invoice via bank transfer or as otherwise agreed between the Parties. The Customer shall bear all bank and transfer charges as well as any currency conversion costs (if any).
10.3 All amounts are understood to exclude VAT or any other applicable sales taxes, unless it is expressly stated as inclusive of VAT and / or sales tax.
10.4 Unless there is no different legal requirement, all invoices shall be made available to the Customer exclusively in a digital format (e.g. as PDF files sent by e-mail to the invoice e-mail address indicated by the Customer or available for download by the Customer on the website in the customer account).
10.5 DeepL reserves the right to block the access to the Agent if the Customer has not paid any due Charges after having been sent a written notification by DeepL (a notification sent by e-mail will suffice). If the Customer pays all outstanding claims, DeepL will without any delay, but at the latest within three (3) Business Days after the receipt of the entire payment by DeepL, restore the access of the Customer. Depending on the selected payment method, the following will apply additionally:
10.5.1 In case payments are made by invoice, DeepL will inform the Customer of the impending blocking after the due date and will request payment from the Customer. In case the payment is not made within a term of three (3) Business Days, DeepL will be entitled to block the access of the Customer. After the blocking, DeepL will send another payment request to the Customer in order to restore access.
10.5.2 In the event and to the extent that the Customer, in accordance with the applicable law, is obliged to withhold a certain amount related to taxes, duties, levies or similar (hereinafter referred to as the "Withholding Tax") from payment to DeepL and remit to the respective tax authorities, the amount payable by the Customer to DeepL will be increased by the amount due for the said Withholding Tax. Consequently, in each case, DeepL shall obtain from the Customer an amount corresponding to the amount the Customer would have had to pay in case such Withholding Tax is not applied. The Customer is obliged to withhold the Withholding Tax in the appropriate amount and in accordance with the requirements of the applicable law and to pay the said amount to the competent tax authorities. The Customer is obliged to provide DeepL with proof related to the proper withholding and corresponding payment of the due Withholding Tax. DeepL will reasonably cooperate with the Customer in order to determine whether the said deduction or withholding of Withholding Tax is or was required. If this is the case, to the extent permitted by law, DeepL will cooperate with the Customer in order to reduce the applicable Withholding Taxes and to assign to the Customer any claim for repayment of the Withholding Tax (if applicable).
11 Data Protection
11.1 With regard to the personal data that DeepL processes on behalf of Customer under this Agreement, the Parties enter into the DPA attached as Appendix 1 to this Agreement which forms an integral part of the Agreement.
11.2 For clarity, any Third-Party Services used by Customers through the Agent are independent data controllers and DeepL has no influence on the means and purposes of any processing of personal data by such Third-Party Services. Therefore, Third-Party Services are neither joint controllers nor sub-processors of DeepL.
12 Term and Termination of this Agreement
12.1 This Agreement will come into effect on the day customer receives their access credentials with the Trial. Either Party may terminate this Agreement by providing the other Party with at least one (1) weeks’ written notice to the end of the Trial period.
12.2 If neither Party provides the termination notice within the time period specified under Section 12.1, the Agreement shall automatically transition to the subscription phase (“Subscription Phase”) (following the conclusion of the Trial term). Thereafter, the Agreement is concluded for an indefinite period of time, unless otherwise agreed between the Parties. Each Party may terminate the Agreement with four (4) weeks’ written notice with effect to the end of each month unless Section 12.3 applies.
12.3 If the Parties agree to a fixed term, the term shall be automatically extended by the agreed fixed term unless the Agreement is terminated by each Party with four (4) weeks’ written notice to the end of the fixed term.
12.4 In particular, either Party shall be entitled on written notice to the other Party terminate this Agreement with immediate effect for good cause if:
For the avoidance of doubt, either Party’s statutory right of termination for good cause remains unaffected.
12.5 DeepL shall be entitled to terminate the Agreement by written notice with immediate effect for good cause if the Customer is or becomes a Sanctioned Party.
12.6 In the event
DeepL shall be entitled to temporarily suspend Customer’s access to the Agent upon prior written notice (e-mail sufficient).
Notwithstanding further rights under this Agreement, DeepL shall restore access within a reasonable period of time if the breach does not continue, is no longer imminent, or Customer has provided a binding statement that the breach will not be repeated. In the event of an act with fraudulent intent, DeepL is entitled to suspend Customer's access to the Agent immediately and indefinitely. Customer is informed in writing (e-mail is sufficient). The suspicion of fraudulent intent is sufficient. Fraudulent intent lies in particular in the following cases:
12.7 In case Customer violates the restrictions on using the Agent (Section 8.1), DeepL reserves the right to suspend the access and terminate the Agreement with immediate effect.
13 Warranty (“Gewährleistung”)
13.1 DeepL only assumes the liability for the Services to the extent set out in the following provisions if Charges apply to them.
13.1.1 If the Services provided by DeepL are defective, DeepL shall provide an update within a reasonable time as of receiving a written complaint from Customer. If third-party software which DeepL has licensed from third parties is being used, procurement of publicly available upgrades, updates or patches shall be deemed sufficient.
13.1.2 Customer shall immediately inform DeepL of any occurring defects by writing an email to [email protected].
13.1.3 Customer shall assist DeepL in rectifying the defects free of charge, including providing DeepL with all required documents, data and other information required to analyse and correct the defects.
13.1.4 In case DeepL provide any Services free of charge, DeepL shall be only liable for defects if DeepL has maliciously concealed (“arglistig verschwiegen”) the defects.
14 Liability and Compensation
14.1 For Services and features provided free of charge, DeepL is liable in accordance with the statutory provisions.
14.2 In all other events, DeepL is liable in accordance with the following provisions.
14.3 DeepL provides unlimited liability for deliberate acts and gross negligence by DeepL as well as by its representative or vicarious agents, for bodily injury, death or harm to health, in accordance with the legal provisions of the German Product Liability Act (“Produkthaftungsgesetz”) as well as in the scope of a guarantee expressly accepted by DeepL.
14.4 In case of slight negligence, DeepL will only be liable in case of a breach of significant contractual obligations (“vertragswesentliche Pflichten”). In the said case, the liability of DeepL will be limited to the typical and foreseeable damage at the time the contract has been entered into. A significant contractual obligation within the meaning of this Section 13.4 corresponds to an obligation the fulfilment of which permits the proper performance of the contract in the first place and on the fulfilment of which the other party regularly relies and may rely.
14.5 In the case of Section 14.4, DeepL assumes no liability for lack of commercial success, lost profits, and indirect damages.
14.6 The Parties agree that the typical and foreseeable damage per year within the meaning of Section 14.4 is limited to the annual amount payable by Customer.
14.7 Any further liability by DeepL will be excluded.
14.8 The liability limitations mentioned above will apply accordingly to the employees, contractors and other vicarious agents of DeepL.
15 Confidentiality
15.1 The Parties undertake to use any Confidential Information disclosed by the other Party only within the scope and for the duration of this Agreement. The Parties undertake not to disclose any Confidential Information to third parties and to take reasonable precautions in order to prevent third parties from accessing Confidential Information. Employees, Affiliates, lawyers, accountants or other consultants who are obliged to maintain confidentiality as well as third parties which have been authorised by the disclosing Party or which are DeepL subcontractors, in particular data processors in terms of Art. 28 General Data Protection Regulation (GDPR), shall not be considered third parties for the purpose of these confidentiality provisions.
15.2 The aforementioned obligations do not apply to Confidential Information, which
15.3 The non-disclosure obligations pursuant to this Section survive termination of this Agreement for three (3) years.
15.4 Notwithstanding the foregoing, DeepL may identify the Customer as a reference customer of DeepL and Customer grants DeepL the right to use Customer’s name and logo for this purpose and for the duration of this Agreement.
16 Amendments
16.1 DeepL can modify and adapt the present Terms and Conditions Agent with effect for the future in the event there is any valid reason for the modification and if the said modifications are reasonable considering the interests of both contracting parties. A valid reason especially exists in case of a significant disruption of the equivalence relationship of the Agreement which had been unforeseeable for DeepL at the date it entered into the Agreement, is required because of technical or legal reasons or in order to integrate new features which are additionally provided after having entered into the Agreement and which require contractual regulations. The modification of a major contractual obligation (“Hauptleistungspflicht”) shall be excluded.
16.2 DeepL will submit the modified terms and conditions in text form to the Customer at least four (4) weeks before they are planned to come into force and will make a separate reference to the new provisions and to the date of their entry. DeepL will grant the Customer a reasonable duration of time of at least four (4) weeks in order to make the declaration about whether the Customer accepts the amended terms and conditions for the further use of the Services. If no declaration is made within this period, which shall commence running from the receipt of the notification in text-form, the modified terms and conditions shall be deemed as stipulated. DeepL shall separately advise Customer at the commencement of the notice period as to this legal consequence, i.e. the right of objection, the objection period, and the consequences of a failure to object. In case the Customer objects to the modification within the said period, the Agreement may be terminated by either party without notice in the event the adherence to the Agreement is unreasonable after having weighted the interests of both parties.
16.3 In the event that changes to this Agreement become necessary prior to the commencement of the Services beyond the scope of Sections 16.1 and 16.2, Customer shall not refuse to consent to such changes to the Agreement in bad faith.
17 Final Provisions
17.1 Terms and conditions of Customer shall not be part of this Agreement, unless DeepL has expressly agreed in written form.
17.2 Amendments to this Agreement and any side agreements must be in written form (email sufficient, “Textform”). This also applies to a waiver of this written form clause.
17.3 This Agreement shall be exclusively governed by the law of the Federal Republic of Germany excluding CISG and conflict of law provisions.
17.4 The exclusive legal venue for all disputes resulting from or in connection with this Agreement is Cologne, Germany.
1 Subject matter and additional definitions used in this DPA
1.1 This DPA is incorporated into and applies to the agreed Quote and Terms and Conditions (“Main Contract”), that have been entered into between the Customer and DeepL, and applies from the date of signature of the Main Contract.
1.2 For the purposes of this DPA:
1.3 Customer may transfer personal data to DeepL for processing when using the Agent. This DPA regulates the rights and obligations of the Parties where DeepL processes personal data provided by the Customer in connection with the Agent.
2 Scope, nature and location of data processing
2.1 Scope, duration and purpose of data processing: The personal data provided by the Customer shall be processed for the duration of the Main Contract for the purpose and to the scope agreed therein.
2.2 Types of personal data processed: All personal data provided by the Customer to DeepL in connection with the use of the Agent. DeepL has no influence on the type of data transmitted, therefore personal data of various types may be processed and this may also include special categories of personal data.
2.3 Group of data subjects: The group of data subjects is determined by the information submitted by the Customer to the Agent and therefore cannot be defined conclusively. This may include, for example, personal data relating to Customer’s customers, business partners, employees, or applicants.
2.4 Location of data processing: The use of a Sub-Processor in a third country will only take place as set out in this DPA, and if the specific requirements of Articles 44 et seq. GDPR are met.
3 Processing in accordance with instructions
3.1 DeepL shall process personal data only on documented instructions from the Customer, unless required to do so by the law of the Union or of the Member States to which DeepL is subject; in such a case, DeepL shall inform the Customer of these legal requirements before processing, unless the law in question prohibits such information on important grounds of public interest.
3.2 By entering into this DPA, the Customer instructs DeepL to process the personal data of the Customer to the extent necessary to fulfil the obligations under the Main Contract.
3.3 DeepL shall inform the Customer without undue delay if it considers that instructions given by the Customer violate the GDPR or other data protection provisions.
4 Obligation of confidentiality / secrecy
4.1 DeepL shall only employ persons who have been obliged to maintain confidentiality or are under an appropriate statutory obligation of confidentiality.
5 Security of processing / technical and organizational measures in accordance with Art. 32 GDPR
5.1 DeepL shall take necessary technical and organisational measures (including those specified in the “TOMs – DeepL Agent”) to ensure the security of the personal data.
5.2 Technical and organisational measures are subject to technical progress and further development. For the duration of this DPA, DeepL shall reasonably adapt these to the requirements of this DPA and further develop them in line with technical progress. In any event the level of security for the technical and organisational measures will not fall below the level specified in the TOMs - DeepL Agent.
5.3 DeepL shall document any changes to the technical and organisational measures that significantly affect the guaranteed level of security and inform the Customer of any material changes.
6 Engagement of other Processors
6.1 DeepL engages Sub-Processors to provide its Services set out in the Main Contract. These Services require processing activities of Customer Data on behalf of the Customer. The Customer hereby explicitly gives its consent to the engagement of the third party Sub-Processors and any affiliated companies according to Sections 15 et seq. German Stock Corporation Act of DeepL engaged as Sub-Processors from time to time. DeepL provides to the Customer the list of Sub-Processors and affiliates by publishing it in the Trust Center under “Sub-Processors – DeepL Agent” and “DeepL Group – List of Affiliates”.
6.2 DeepL is also entitled to engage further Sub-Processors. DeepL will only do so if it has previously informed the Customer of the intended change. The Customer is thereby given the opportunity to object to such changes within two weeks.
6.3 If DeepL engages a Sub-Processor to carry out processing activities on behalf of the Customer, DeepL shall ensure that the Sub-Processor is subject to substantially the same obligations as those set out in the DeepL Agent DPA. If the Sub-Processor fails to comply with its data protection obligations, DeepL shall be liable to the Customer for compliance with the obligations of the Sub-Processor.
7 Duty to cooperate / support
7.1 In view of the nature of the processing, DeepL shall support the Customer with appropriate technical and organisational measures in order to fulfil its obligation to respond to requests, made by the data subject, to exercise their rights as set out in Chapter III of the GDPR.
8 Support for the fulfilment of the duties of the Customer
8.1 DeepL shall support the Customer in complying with the obligations specified in Art. 32-36 GDPR, with due regard to the nature of the processing and the information available to them.
8.2 If DeepL becomes aware of a personal data breach which concerns personal data that the Customer has transmitted to the Agent for processing, DeepL shall notify the Customer without undue delay after becoming aware of such an incident. DeepL shall provide the Customer with sufficient information to enable the Customer to comply with any possible notification or information obligations with respect to the supervisory authority as well as with respect to the data subjects.
9 Deletion and return of personal data
9.1 DeepL shall process the personal data transmitted by the Customer for as long as necessary under the Main Contract and shall subsequently delete them in accordance with data protection law.
10 Proof of obligations and support for inspections
10.1 At the request of the Customer, DeepL shall provide the Customer with all information required and available to DeepL to prove compliance with its obligations under the DeepL Agent DPA.
10.2 The Customer is entitled to audit DeepL with regard to compliance with the provisions of this DPA, in particular the implementation of the technical and organisational measures (see “TOMs – DeepL Agent”); including by means of on-site inspections. The Customer may carry out one audit per calendar year at its sole cost and expense.
10.3 For audits in the form of on-site inspections, the Customer shall be entitled to enter DeepL’s business premises in which the data of the Customer are processed during normal business hours (Mondays to Fridays from 10 a.m. to 6 p.m.) without disrupting the course of operations and under strict confidentiality of DeepL’s business and trade secrets. The Customer shall provide notice no less than 14 days in advance to DeepL about an on-site inspection and all circumstances related to the performance of the on-site inspection.
10.4 DeepL is entitled, at its own discretion and taking into account the Customer’s legal obligations, to refuse to disclose information that is sensitive to DeepL’s business or information, the disclosure of which by DeepL, would breach any legal or other contractual provision. The Customer is not entitled to have access to data or information about other customers of DeepL, cost information, quality audit and contract management reports or any other confidential data of DeepL that is not relevant to the agreed verification purposes. Only qualified persons who can prove their identity and who are obliged to maintain confidentiality with regard to DeepL's business and trade secrets and processes are permitted to carry out audits.
10. 5 At the choice of DeepL, evidence of compliance with the obligations under this DPA may also, instead of by means of an audit (including on-site inspection), be provided by submission of an appropriate, up-to-date audit certificate or report by an independent body (e.g. auditor, reviewer, data protection officer, IT security department, data protection auditors or quality auditors), or by appropriate IT security or data protection certification – e.g. BSI-Grundschutz ("audit report") –, if the audit report adequately enables the Customer to verify compliance with the contractual obligations.