General Terms and Conditions of Business and License
Older versions of the Terms and Conditions can be found at the bottom of this page.
Current version 1.5 – valid from November 14, 2025
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General Terms and Conditions of Business and License
Conword GmbH, Herwarthstraße 12, 50672 Cologne, legally represented by its managing director: Jens Thamm (hereinafter referred to as "Conword")
1. preamble
Subject to these General Terms and Conditions and the Offer, Conword shall provide the Customer with access to the Services in accordance with the Offer and the applicable Documentation for the duration of the Agreement.
2. conclusion of the contract
2.1 The conclusion of a contract for the services of Conword under this agreement is subject to the mutual signature of the representatives of the customer and Conword under the offer.
2.2 Notwithstanding section 2.1, the contract for Conword's services can also be concluded via other means of remote communication (e.g. e-mail or by clicking on the "Subscribe now for a fee") can be concluded. In this case, Conword shall provide the customer with these General Terms and Conditions and the service description (offer) before the contract is concluded. The contract is concluded when Conword expressly confirms the conclusion of the contract or makes the services available to the customer.
3. services provided by Conword
3.1 General
3.1.1 Conword grants the customer access to the services during the term of the contract and provides the services as described in the offer.
3.1.2 No software is purchased. The translations of the content are purchased by Conword via interfaces from third-party providers, then processed and temporarily stored. Depending on the page content and the current payload, a translation process can take up to 60 seconds. All content translated with Conword remains on Conword's servers and is not transferred to the customer's servers. The content is explicitly not transferred to the customer's existing CMS.
3.1.3 Conword shall only provide further services, such as in particular consulting, individual development or implementation or training services, within the scope of the express agreement (offer).
3.1.4 Conword is entitled to commission third parties in whole or in part to fulfill its contractual obligations.
3.1.5 The Customer may grant Internal Users access to the Services at its own discretion. However, the Customer is fully liable for the use of the Services by Internal Users and must ensure that Internal Users are aware of and comply with all restrictions on the use of the Services set out in this Agreement and in the Data Processing Agreement. The customer is obliged to inform Conword immediately of any suspected or alleged breach of this agreement and to cooperate with Conword in the investigation of such breaches and in any action taken by Conword to enforce this agreement.
3.2 Correctness of the created content and version adjustments
3.2.1 Conword processes the content in accordance with this agreement, the service description in the offer and the documentation. However, Conword cannot ensure or guarantee the correctness or accuracy of the translations or the Processed Content. In particular, Conword does not guarantee the accuracy of the processed content created by the machine learning system.
3.2.2 In particular with regard to ongoing development, Conword may introduce new versions of the software with an additional or different range of functions. In addition, Conword may discontinue obsolete versions of the software, provided that the discontinuation is reasonable for the customer, taking into account the interests of both parties.
4. changes in performance
4.1 Conword may change and adapt the services and their functional scope beyond what is necessary to maintain the contractual conformity of the services if a valid reason requires this change. Such a reason exists if the changes or adjustments are necessary (i) to implement changed legal requirements or case law, (ii) to implement changed technical requirements such as a new technical environment or other operational reasons, or (iii) to adapt to changed market conditions such as increased user numbers, or if the changes and adjustments are made for the benefit of the customer, e.g. to improve usability or security.
4.2 If a change relates exclusively to time-critical security updates, functional enhancements, only insignificant components of the services (such as design or presentation changes) and is not a negative change within the meaning of section 4.3, Conword shall not inform the customer of the change. In all other cases, Conword shall inform the customer of the respective change to the service clearly and comprehensibly at least two (2) weeks in advance by e-mail ("change notification"). The notification of change shall contain the characteristics and the time of the change and - in the case of negative changes - the rights of the customer and the legal consequences of his silence as described below in section 4.3.
4.3 If a change impairs the customer's access to or usability of the services to a more than insignificant extent ("negative change"), the customer has the right to terminate the agreement free of charge with 30 days' notice. In order to exercise his right of termination, the customer must contact Conword and state the reason for the termination. The notice period shall commence upon receipt of the notification of change by the customer. If the change is made after the customer has received the notification of change, the period only begins to run from the time of the change. Termination of the agreement is excluded if the accessibility or usability of the unchanged services is maintained without additional costs.
4.4 Negative changes to the services shall be deemed approved if the customer does not object to them by exercising its right of termination in accordance with section 4.3. Conword shall specifically draw the customer's attention to this legal consequence in the notification of change.
4.5 These General Terms and Conditions shall apply accordingly to all amendments and to the Services as amended from time to time.
5. availability
5.1 In the event of longer downtimes, the fee may be reduced in accordance with the proportion of downtime. "Prolonged downtime" is defined as a permanent interruption of more than three hours. This results in a refund in proportion to the package size. The basis is 8760 hours per year or 8784 hours in a leap year.
5.2 The availability calculation excludes any downtime for planned maintenance work and service interruptions that are beyond Conword's control. This includes, in particular, short-term and unreasonable increases in requests by the customer that require an unplanned increase in system capacity.
5.3 Subject to the exceptions in clause 5.2, availability is calculated as the number of hours during which the services are functional, divided by the total number of hours within the respective calendar year.
5.4 Unavoidable downtimes due to planned maintenance work shall be communicated to the customer electronically (e.g. by e-mail) in good time in advance.
5.5 The customer itself must ensure that its own systems and websites remain available even in the event of a failure of Conword's software.
6 Copyright and intellectual property
6.1 Conword grants the customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the services for its purposes for the duration and within the scope of the agreement.
6.2 All rights in relation to the content and/or the customer training data, insofar as these were not created through the use of Conword's services, shall remain with the customer.
The customer grants Conword the right to temporarily store, modify, process, translate, improve and transfer the Content, Processed Content and/or the Customer Training Data and to sublicense the foregoing rights to any subcontractors to the extent necessary to provide the services set forth in the Agreement.
6.3 Conword claims copyrights to the translations or improvements created by the customer using the services.
7 Obligations of the customer
7.1 The customer may only use the services for the purpose agreed between the parties. In particular, the customer itself may not and shall not allow third parties (including internal users and end users) to use the Services, the Processed Content created with the Services, the Documentation or other data, information or services provided by Conword for the following purposes, unless Conword has expressly authorized this in writing:
a) in connection with or for the operation of critical infrastructure such as power plants, military or defense facilities, medical devices or other equipment, the failure or impairment of which would result in unforeseeable economic or physical damage, including but not limited to critical infrastructure as defined in European Directive 2022/2557 of the European Parliament and of the Council;
b) for all illegal activities, including the development of applications that violate the rights of third parties or other applicable laws or regulations;
c) for sending spam or any other unsolicited advertising;
d) to carry out benchmark tests or other capacity tests of Conword's technical infrastructure;
(e) a similar service or service whose main purpose is to provide machine learning services, in particular translation;
f) to develop, commercialize or train a machine translation algorithm;
g) to transmit data to Conword that may not be transmitted to Conword or processed by Conword due to data protection laws, contractual or statutory confidentiality obligations, export restrictions or other statutory provisions or the rights of third parties;
h) Use of Conword's services by third parties.
7.2 The customer is obliged to keep the access data provided by Conword safe and undertakes not to pass it on to third parties unless this is necessary for the contractually intended and permitted use of the services. The customer is not entitled to pass on or resell the access authorizations or his access to the services to third parties, unless expressly agreed otherwise.
7.3 The customer is obliged to comply with all statutory provisions for the collection, processing and use of data that is transmitted to Conword in connection with the services in accordance with this agreement and processed by Conword. In particular, the customer shall immediately conclude an order processing agreement with Conword (which shall be provided by Conword) if the customer intends to transmit personal data to Conword when using the services. The customer warrants that it will not collect, process or use any personal data in connection with the use of the Services without the express consent of the data subject or any other legal basis. Conword will provide the customer with reasonable support in implementing the necessary legal basis.
7.4 The customer shall indemnify Conword against all third-party claims, including the costs of legal defense, which are asserted against Conword due to a culpable breach of this agreement by the customer. Should third parties assert such claims against Conword, Conword shall immediately inform the customer of the asserted claims and, at the customer's discretion, leave the defense to the customer or undertake it in cooperation with the customer. Conword shall not satisfy or recognize claims of third parties without the customer's consent, whereby the customer's consent may not be unreasonably withheld or delayed. Conword is entitled to demand a reasonable advance payment for the anticipated costs of legal defense. The indemnification shall apply accordingly to fines or other official or court orders and claims.
7.5 In the event that the Customer uses third party applications to access the Services, the Customer must comply with any applicable usage guidelines set by the Provider.
8. implementation of the software
8.1 The Customer is solely responsible for the implementation of the Software and for the installation, operation and maintenance of its application, including compliance with all applicable laws, regulations and other third party requirements.
8.2 The customer must fulfill all technical requirements specified in the service description and the documentation. In particular, the customer must ensure that all content is transferred to the software in a valid data format and data encoding.
8.3 However, the customer may not directly or indirectly state that Conword is responsible for the processed content or that the customer is acting on behalf of Conword. The customer shall cease using Conword's logo and/or brand name at Conword's request.
8.4 The customer must ensure that any future mandatory notice can be displayed on the websites. No notices are currently displayed, but could be used in the future. Conword will inform the customer promptly if it is desired to implement the mandatory notice on the customer's website.
Examples of these references are
– "This website has been machine translated and has no legal validity"
– "Translations supported by DeepL."
- "Translations supported by Conword."
- "The translation of the following pages requires cookies to be saved."
8.5 In the event that the Customer uses the Software within an application that is distributed on third-party platforms (e.g. mobile applications), it is the sole responsibility of the Customer to comply with all requirements and terms of use of such third-party platforms.
8.6 The customer is obliged to comply with all security precautions, functional and other restrictions of the software. In particular, the customer may not modify, remove, disable, deactivate or otherwise circumvent any protection or authentication mechanisms or misuse the software for purposes other than those intended or expressly documented.
8.7 The customer shall inform Conword immediately if a significant increase in the number of translation requests is to be expected, e.g. due to an extraordinary increase in end users, unusual marketing measures, promotions or other campaigns.
8.8 If Conword provides a new version of the software, the customer must implement the new version of the software in its application within a reasonable period of time from the announcement of the new version, taking into account the scope of the changes, the development time customary in the industry and the legitimate interests of the customer, including the customer's individual capacities.
9. remuneration
9.1 If remuneration has been agreed, the customer shall pay both the basic price and the additional remuneration as specified in the offer.
9.2 All amounts are to be paid in full in the currency shown on the invoice. The customer shall bear all bank and transfer fees that may be incurred as well as any costs for currency conversion.
9.3 All amounts are subject to value added tax at the applicable rate.
9.4 Unless otherwise required by law, invoices shall be provided to the customer exclusively in digital form (e.g. as PDF files by e-mail to the invoice e-mail address provided by the customer).
9.5 For services with a fixed basic price, payment is due at the beginning of each billing period.
9.6 Conword reserves the right to block the customer's access to the services if the customer has not paid a due fee after written notification by Conword (by email is sufficient). If the customer settles all outstanding claims, Conword shall restore the customer's access immediately, at the latest within three (3) working days of receipt of full payment by Conword. Depending on the selected payment method, the following also applies:
9.7 In the case of payments on account, Conword shall inform the customer of the imminent blocking after the due date and request payment. If payment is not made within three (3) subsequent working days, Conword is entitled to block the customer's access. After blocking, Conword will again request payment from the customer in order to restore access.
10 Term and termination of this agreement
10.1 Unless otherwise agreed in the offer, the minimum term of the agreement is one (1) month. After expiry of the minimum contract term, the contract is automatically extended by a further year. If the minimum term of the agreement is only one (1) month, the agreement can be terminated by either party with a notice period of two (2) weeks to the end of the agreement term. In all other cases, the notice period agreed in the offer must be observed.
10.2 The statutory right of termination for good cause remains unaffected.
10.3 Conword reserves the right to restrict or suspend software functions for reasons other than those stated in section 4.1. In such a case, Conword shall inform the customer of the proposed changes in writing (e-mail is sufficient) with one month's notice. In addition, Conword shall grant the customer a reasonable period of at least two (2) weeks to declare whether or not the customer accepts the proposed changes. If the customer does not make a declaration within this period, which shall commence upon receipt of the notification, the proposed changes shall be deemed to have been agreed. Conword shall inform the customer of this legal consequence, i.e. of the right of objection, the objection period and the consequences of remaining silent. If the customer objects to the change within the deadline, the agreement can be terminated by either party without notice.
10.4 Conword is entitled to temporarily suspend the customer's access to the services after prior written notification (e-mail is sufficient) in the event of a serious, persistent, imminent or repeated material breach of these General Terms and Conditions, in particular an obligation under clause 7.
Without prejudice to other rights under the agreement, Conword shall restore access within a reasonable period of time if the breach is not continuing, is no longer imminent or the customer has made a binding declaration that the breach will not be repeated. In the event of a fraudulent act, Conword is entitled to suspend the customer's access to the services immediately and indefinitely. The customer will be informed of this in writing (e-mail is sufficient). Suspicion of the existence of fraudulent intent is sufficient. Fraudulent intent exists in particular in the following cases:
a) The e-mail address used for registration does not exist or is obviously invalid;
b) The address does not exist or is invalid;
c) The customer has registered several times to use the service free of charge or the customer still has outstanding payments from other contracts;
d) The customer uses a fraudulent, lost, stolen, blocked or unauthorized means of payment;
e) The customer has contested a payment or requested its return without informing Conword of a justified reason for the contestation or reclaim. The suspension of the customer's access shall be maintained until the customer informs Conword of a justified reason.
10.5 In the event that the customer violates the restrictions on the use of the software, uses services with unlimited use in a manner for which they are not intended or allows the services to be used by more than the licensed users, Conword reserves the right to block access and terminate the agreement with immediate effect. In this case, any remuneration already paid will be refunded to the customer on a pro rata basis.
11. warranty
11.1 If the customer is a consumer within the meaning of § 13 BGB, the customer is entitled to the statutory warranty rights.
11.2 If the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), Conword shall only provide a warranty for the services for paid subscriptions to the extent specified in the following provisions.
11.2.1 If the services provided by Conword are defective, Conword shall, at its own discretion, provide an improved or new service within a reasonable period of time after receiving a written complaint from the customer. If third-party software is used that Conword has licensed from third parties, the procurement of publicly available upgrades, updates or patches shall be deemed sufficient.
11.2.2 The customer may reduce the agreed remuneration by a reasonable amount if, for reasons for which Conword is responsible, the proper provision of the services owed cannot be guaranteed within a reasonable period set by the customer. The right to a reduction is limited to that part of the services which is defective in relation to the monthly remuneration.
11.2.3 If the reduction pursuant to clause 11.2.2 persists for two (2) consecutive months or for two (2) months of a quarter, the customer may terminate the agreement without notice.
11.2.4 The customer must inform Conword immediately in writing (e-mail to info@conword.io is sufficient) of any defects that occur.
11.2.5 The customer is obliged to support Conword free of charge in the rectification of defects, in particular by providing all necessary documents, data and other information required to analyze and rectify the defects.
12 Liability and compensation
12.1 Conword shall be liable in accordance with the following provisions.
12.2 Conword shall not be liable for damages in connection with the use of the software in the context of unlawful use within the meaning of section 7.1 lit a)-g).
12.3 Conword is not liable for damages that occur due to culpable failure by the customer to take security precautions. In particular, Conword is not obliged to check the customer's systems for any security vulnerabilities or to point out any such vulnerabilities.
12.4 Conword is not liable for a temporary failure of the translation interface. Temporary are all failures that are not longer downtimes within the meaning of clause 5.1. In addition, Conword is not liable for failures of the customer's systems that are caused by the use of Conword's software.
12.5 Conword shall be liable without limitation in the event of intent and gross negligence on the part of Conword and its representatives or vicarious agents, for injury to life, limb and health, in accordance with the provisions of the German Product Liability Act and to the extent of a guarantee expressly assumed by Conword.
12.6 In the event of slight negligence, Conword shall only be liable in the event of a breach of material contractual obligations. In this case, Conword's liability shall be limited to the typical and foreseeable damage at the time the contract was concluded. A material contractual obligation within the meaning of this clause is an obligation whose fulfillment is essential for the proper performance of the contract and on whose fulfillment the other party regularly relies and may rely.
12.7 In the case of clause 12.6, Conword shall not be liable for lack of commercial success, loss of profit and indirect damages.
12.8 If the customer is an entrepreneur within the meaning of Section 14 BGB, the parties agree that the typical and foreseeable damage within the meaning of Section 12.6 shall be limited per year to the annual amount payable by the customer.
12.9 Any further liability on the part of Conword is excluded.
12.10 The above limitations of liability shall apply accordingly to Conword's employees, contractors and other vicarious agents.
13. changes
13.1 Conword may amend and adapt these General Terms and Conditions with effect for the future if there is a valid reason for the amendment and insofar as the amendments are reasonable, taking into account the interests of both contracting parties. A valid reason exists in particular if the changes are necessary due to a disturbance of the equivalence of the contract to a not insignificant extent that was unforeseeable for Conword when the contract was concluded, if they are necessary due to technical or legal changes or to supplement new functions that are made available after conclusion of the contract and require contractual regulations. The amendment of a primary performance obligation is excluded.
13.2 Conword shall send the amended General Terms and Conditions to the customer in text form at least eight (8) weeks before the planned entry into force and shall make separate reference to the new provisions and the date of entry into force. At the same time, Conword shall grant the customer a reasonable period of at least eight (8) weeks to declare whether the customer accepts the amended General Terms and Conditions for the further use of the services. If no declaration is made within this period, which begins with the receipt of the notification in text form, the amended general terms and conditions shall be deemed to have been agreed. At the beginning of the notification period, Conword shall inform the customer separately of this legal consequence, i.e. of the right of objection, the objection period and the consequences of failing to object. If the customer objects to the change within the deadline, the agreement can be terminated by either party without notice if it is not reasonable to adhere to the contract after weighing the interests of both parties.
14. reference data
Conword is entitled, with due regard to applicable data protection regulations and confidentiality, to list the services on which this order is based as a reference on the Conword website, naming the customer by name.
15. final provisions
15.1 The customer's general terms and conditions shall not become part of the agreement unless Conword has expressly agreed to them in writing.
15.2 Amendments to this agreement and all ancillary agreements, including the service description, the main part of this agreement and any annexes, must be made in writing. This shall also apply to the revocation of this written form clause.
15.3 The customer may only offset claims against Conword or assert a right of retention if its counterclaim is undisputed, has been legally established or the counterclaim is in a reciprocal relationship to the claim in question.
15.4 This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and conflict of laws provisions. If the customer is a consumer within the meaning of Section 13 BGB, mandatory statutory consumer protection provisions under the law of the state in which the consumer has his habitual residence shall remain unaffected.
15.5 The exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is Cologne, provided that the contracting parties are merchants, the customer has no general place of jurisdiction in Germany or in another EU member state, his permanent place of residence was moved abroad after these General Terms and Conditions came into force or his place of residence or habitual abode is not known at the time the action is brought.
15.6 Severability clause
Should one or more provisions of these General Terms and Conditions of Business and License be or become invalid, this shall not affect the validity of the remaining provisions.
Older versions of the Terms and Conditions
Version 1.4 – valid from September 17, 2024, to November 13, 2025
