DeepL SE, Maarweg 165, 50825 Cologne, Germany (“DeepL”) specialises in services based on machine learning, e.g., machine translation services, and provides its online services at deepl.com.
Customer is an entrepreneur and wishes to utilize DeepL's services in its own software products and/or for other business purposes. In order to allow Customer to make use of the services, Customer is granted access to the subscribed DeepL Pro Services in accordance with and to the extent of these Terms and Conditions.
These DeepL Pro B2B License Terms and Conditions (“Terms and Conditions”) are available at https://www.deepl.com/de/pro-license-enterprise and can be downloaded and printed by Customer. DeepL does not save this agreement text after conclusion of the contract.
1.1 “Agreement ” refers to the agreement between Customer and DeepL concerning the subscription to and the use of DeepL’s Services in accordance with these Terms and Conditions.
1.2 “API” refers to the Application Programming Interface (DeepL API Pro) provided by DeepL to Customer as set out in the Service Specification and the Documentation provided by DeepL.
1.3 “API-CAT-Key” refers to a special license key to connect computer-assisted-translation tools to the API.
1.4 “API Response” refers to the API’s response to API Requests.
1.5 “API Request” refers to an HTTP request transmitted by the Application to the API.
1.6 “Application” refers to the software or service developed by or on behalf of Customer which utilizes the API.
1.7 “Business Days” are Monday through Friday, excluding public holidays in North Rhine-Westphalia, Germany.
1.8 “Characters” shall have the meaning as set out in the definition for “Number of Characters”.
1.9 “Confidential Information” refers to all information and data, in particular trade and business secrets, commercial and technical information and other data, source codes and other software, 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. For the avoidance of doubt, any information sent by the Customer to the free DeepL services (which are not part of this Agreement), as available under the website www.deepl.com, is not considered Confidential Information under this Agreement.
1.10 “Content” refers to any input data (texts, documents, etc.) sent by Customer to the Services as specified in the Service Specification in order to have it processed by the machine learning infrastructure operated by DeepL.
1.11 “Customer” refers to the person or entity ordering or subscribing to the DeepL Services as the contracting party of DeepL.
1.12 “Customer Training Data” refers to bilingual terms, example documents and similar texts (monolingual or bilingual) submitted by Customer to the Services (for example glossaries) in order to improve and customise the Processed Content produced by DeepL for the respective Customer. Further details on the use of Customer Training Data may be contained in the Service Specification or a separate addendum to these Terms and Conditions (if the corresponding features for the use of Customer Training Data are available).
1.13 “DeepL Translator Pro” refers to an extended version of the DeepL translator which provides Customer via different front ends (e.g. website and desktop application) with a user interface to the translation services in accordance with the Service Specification.
1.14 “DeepL Write Pro” refers to an extended version of DeepL Write which provides Customer via different front ends (e.g., website and desktop application) with a user interface to the improvement services in accordance with the Service Specification.
1.15 “DeepL Voice for Conversations” refers to a bilingual conversations service that provides Customer with real-time translations of face-to-face interactions as set out in this Agreement and in the Service Specification.
1.16 “DeepL Voice for Meetings” refers to a multilingual service that provides Customer with real-time transcription and translation of participant’s speech within virtual meetings as set out in this Agreement and in the Service Specification.
1.17 “Documentation” refers to an electronic documentation of the requirements and functionality of the API provided to Customer in English language.
1.18 “End Users” refers to the users of Customer’s Application.
1.19 “Internal Users” refers to the users of Customer’s access to the Services for internal purposes of Customer, e.g. Customer’s employees, employees of affiliated companies (pursuant to Sections 15 et seq. AktG), freelance collaborators or Customer’s service providers.
1.20 “Number of Characters” refers to the number of characters of the Content transmitted to the API based on the used character encoding. For the avoidance of doubt, multi-byte encoded characters shall count as single character.
1.21 “Processed Content” refers to any Content that has been processed using the Services.
1.22 “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.
1.23 “Services” refers to the entirety of the Pro services offered by DeepL in accordance with the Service Specifications (Annex 1), excluding Test Functions.
1.24 “Service Specification” refers to the list of functionalities and specifications of the Services and/or the Customer Training Data (as applicable in each case) as agreed upon conclusion of this Agreement.
1.25 “Single-User License” refers to a license to use a Service by one person. The same person can use the respective access credentials on multiple devices that meet the requirements of the Service Specification. The use of a Single-User License is only allowed and possible on one device at a time. If Customer wishes to use the respective Service by more than one person at the same time, the Customer has to acquire a team license, or a multiple Single-User Licenses.
1.26 “Third-Party Applications” refers to any applications, components, libraries, plugins or other software provided by third parties that allow Customer to use or access the Services, e.g., translation plugins for third-party applications for which Customer has to use their own API credentials.
2.1 Subject to these Terms and Conditions and the Service Specification, DeepL provides Customer with access to the subscribed Services in accordance with the Service Specification and the applicable Documentation for the term of this Agreement.
2.2 Customers receiving Services specified at contract conclusion as being subject to charges will pay DeepL the agreed remuneration as indicated during the online purchase process or in the order form.
3.1.1 DeepL provides Customer with access to the Services within the term and scope of this Agreement, including the Service Specification.
3.1.2 DeepL will only temporarily store Content or Processed Content to the extent technically required to provide its Services. Any further storage of Content or Processed Content will only be carried out at Customer’s request, e.g. by using the "saved translations" feature. For the avoidance of doubt, DeepL shall be entitled to create and retain access logs for billing, security and statistical purposes. Such access logs shall not contain any Content or Processed Content. However, access logs may contain meta data of API Requests such as time of the API Request and size of the transmitted Content.
3.1.3 DeepL will only access the Content and/or the Processed Content in the event and to the extent required to carry out a diagnosis and to solve technical issues which may eventually compromise the availability of the Services. To the extent required for the purposes mentioned above and in derogation from Section 3.1.2 DeepL may, in exceptional cases, automatically store Content and/or Processed Content for a maximum period of 72 hours in case certain error patterns occur during the processing of the translation or improvement request. The Content and/or the Processed Content will be stored in an encrypted form for the duration of the debugging process and will be automatically deleted afterwards. The access to the cryptographic keys for the decryption of the Contents and/or of the Processed Contents will only be granted in individual cases in the context of a logged process for selected employees of DeepL who are bound to secrecy and after the access has been approved by the company management. The Contents and/or Processed Contents stored for debugging purposes will not be linked to any individual Customer.
3.1.4 DeepL will make use of the Customer Training Data exclusively in connection with the translations or improvements of the respective Customer. Furthermore, DeepL will store and process it for the duration of the Agreement in a way that no unauthorised persons will gain access to it. As the Customer Training Data is processed in an automatic way, it may be deleted upon the Customer’s request. However, it cannot be returned to the Customer (as DeepL does not offer any data storage service).
3.1.5 DeepL reserves the right to add additional features to the Services at any time (including additional supported Third-Party Applications). Furthermore, DeepL may change, limit or remove existing features for reasons of data security, technical necessities or due to changes in applicable law, provided that the change, limitation or removal is reasonable for Customer in consideration of the interests of both Parties. DeepL shall inform Customer of such changes in due time in writing (e-mail sufficient).
3.1.6 DeepL is free to provide customers 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.
3.1.7 Further services, including but not limited to consulting, individual development, or implementation or training services, shall only be provided by DeepL upon express written agreement.
3.1.8 DeepL is entitled to subcontract third parties to fulfil its contractual duties in whole or in part.
3.1.9 Customer may grant Internal Users access to the Services in its sole discretion. However, Customer shall be fully liable for any use of the Services by Internal Users and shall ensure that Internal Users are aware of and respect any and all restrictions for the use of Services 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.
3.1.10 DeepL, acting in its sole discretion, may provide the Customer with
enabling the Customer to evaluate the use of the subscription 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.
In addition to Section 3.1, the following shall apply to the API:
3.2.1 DeepL will provide Customer with respective access credentials for the API.
3.2.2 The API allows Customer to use the technical infrastructure based on machine learning operated by DeepL by means of transmitting Content to the technical infrastructure. DeepL shall process the Content in accordance with this Agreement, the Service Specification and the Documentation. However, DeepL is neither obligated to ensure nor warrants correctness or accuracy of API Responses or Processed Content. In particular, DeepL does not give any guarantee regarding the correctness of the Processed Content created by the machine learning system.
3.2.3 DeepL may, in its sole discretion, provide Customer with software development kits or code samples (hereinafter jointly referred to as “Code Samples”). Code Samples are provided free of charge and are excluded from the paid Services provided by DeepL. Code Samples are provided in electronic form and can be downloaded from a dedicated website. DeepL is not obligated to continue development of Code Samples or to keep Code Samples functional or available at all times. Code Samples are not suited for any use in production environments and are provided for educational purposes only.
3.2.4 Particularly in view of the on-going development of the API, DeepL may introduce new versions of the API with an additional or different range of features. Furthermore, DeepL may terminate deprecated versions of the API provided that the termination is reasonable for Customer in consideration of the interests of both Parties. DeepL shall inform Customer of such termination in writing (e-mail sufficient) at least four (4) weeks before the termination becomes effective. DeepL will inform Customer of updates of the API via e-mail.
3.2.5 DeepL reserves the right to restrict or suspend API features for other reasons than those specified in Section 3.2.4. In such case, DeepL shall inform Customer of the proposed changes with two (2) months’ prior notice in writing (e-mail sufficient). Furthermore, DeepL shall grant Customer a reasonable period of at least two (2) months to declare whether or not Customer accepts 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 to 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.
3.2.6 The option to use an API-CAT-Key is only provided if Customer chooses specific subscription tiers in the order process which include API-CAT-Key support. The API-CAT-Key is a Single-User License.
3.2.7 Some Third-Party Applications may require Customer to acquire Services from DeepL in order to use certain features of the Third-Party Applications (e.g. translation plugins). DeepL is not responsible for any Third-Party Application. Any use of such Third-Party Application is solely subject to the terms and conditions of its respective vendor and DeepL does not have any influence on such Third-Party Applications.
In addition to Section 3.1, the following shall apply to DeepL Translator Pro and to DeepL Write Pro:
3.3.1 DeepL Translator Pro and DeepL Write Pro provide Customer an enhanced user interface to use the DeepL services as set out in the Service Specification, providing means to translate or improve texts in a web browser or another frontend application.
3.3.2 The license to use DeepL Translator Pro or to DeepL Write Pro is a Single-User License.
In addition to Section 3.1, the following shall apply to DeepL Voice for Conversations:
3.4.1 DeepL Voice for Conversations allows Customer to access the conversation feature in the iOS or Android DeepL app. This feature enables Customer to have real-time transcription and translation of a conversation with a third person speaking different languages.
3.4.2 The license to use DeepL Voice for Conversations is a Single-User License.
In addition to Section 3.1, the following shall apply to DeepL Voice for Meetings:
3.5.1 DeepL Voice for Meetings provides Customer with an integration to a supported Third-Party Application that allows speech within this Third-Party Application to be transcribed and translated as set out in the Service Specification.
3.5.2 The license to use DeepL Voice for Meetings is a Single-User License. Users without an active DeepL Voice for Meetings license can benefit from the transcriptions and translations as set out in the Service Specification.
4.1 DeepL shall provide an annual average of 97% uptime availability for the fee-based Services. 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.
4.2 Subject to the exceptions in Section 4.1, availability shall be calculated as the number of hours the Services are functional, divided by the total number of hours within the respective calendar year.
4.3 Unavoidable downtime due to planned maintenance work shall be electronically notified to Customer in good time in advance (e.g. by e-mail).
5.1. The Agreement may be entered into by means of distance communication (e.g., e-mail). In this case, DeepL will refer the Customer to these Terms and Conditions and the Service Specification before entering into the contract and will make them available to the Customer in digital form (e.g. via hyperlink). The Agreement shall be concluded either as soon as DeepL expressly confirms the conclusion of the contract or by making the Services available to Customer.
5.2 DeepL reserves the right to reject Customer requests to conclude a contract. In particular, DeepL rejects contracts with customers providing machine translation services, including but not limited to Amazon.com, Inc., Microsoft Corporation, Google LLC, Alphabet Inc., Apple Inc., Meta Platforms, Inc., and their subsidiaries.
5.3 Unless agreed otherwise between the Parties, DeepL will initiate providing the Services directly after conclusion of the Agreement.
6.1 DeepL may provide Customer with a free trial subscription for selected Services at its own discretion.
6.2 After the free trial period, the free trial subscription is automatically extended to a paid subscription to the Service selected by the Customer. The free trial subscription can be terminated at any time during its term by DeepL or Customer. In the event that DeepL or Customer terminates the free trial subscription during its term, the free trial subscription is not continued as a paid subscription.
7.1 DeepL grants Customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the Services for its internal intended purpose for the term and within the scope of this Agreement, subject to the authorised number of Internal Users for which Customer has paid DeepL.
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 Services.
7.3 DeepL grants Customer a non-exclusive right to use the provided Code Samples for educational and internal development purposes without restriction in regard to time or location, in particular to reproduce the Code Samples and provide them to Internal Users, to modify and create derivative works of the Code Samples and to use, sublicense or distribute such derivative works without limitation.
7.4 All rights regarding the Content, Processed Content and/or Customer Training Data remain with Customer. However, Customer grants DeepL the non-exclusive worldwide right to use the Content and/or Customer Training Data solely in order to provide DeepL’s Services to Customer. In particular, Customer grants to DeepL the right to temporarily store, modify, process, translate, improve and transmit the Content and/or Customer Training Data, and to sublicense the foregoing rights to its subcontractors, to the extent required to provide the Services set out in this Agreement.
7.5 DeepL does not assume any copyright to the translations or improvements made by Cus-tomer using the Services. In the event that the translations or improvements made by Customer using the Services are deemed to be protected under copyright laws to the benefit of DeepL, DeepL grants to Customer, upon creation of such transla-tions or improvements, all excusive, transferable, sublicensable, worldwide perpet-ual rights to use the translations or improvements without limitation and for any ex-isting or future types of use, including without limitation the right to modify the trans-lations or improvements and to create derivative works.
8.1.1 Customer may use the Services solely for the purpose agreed between the Parties. In particular, Customer may not, and will not allow third parties (including Internal Users and End Users) to use the Services, Processed Content created using the Services, Documentation or other data, information or service provided by DeepL unless after expressly authorised by DeepL in written form
8.1.2 Customer is obligated to keep the access credentials provided by DeepL secure and undertakes not to disclose them to any third parties unless required for the contractually intended and permitted use of the Services. Customer is not entitled to repackage or resell access credentials or its access to the Services to any third parties unless expressly agreed upon otherwise.
8.1.3 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 Services under this Agreement. In particular, Customer shall immediately agree with DeepL on a data processing agreement (which shall be provided by DeepL) if Customer intends to transmit personal data to DeepL using the Services. 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. DeepL will reasonably cooperate with Customer in order to assist Customer in implementing such required legal authorisations.
8.1.4 Customer shall indemnify DeepL from any and all third-party claims including the necessary expenses for legal defence, asserted against DeepL due to a culpable violation of this Agreement by Customer. 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.
8.1.5 In the event that Customer uses Third-Party Applications to access the Services, Customer shall comply with the acceptable use policies set out by the vendor of the Third-Party Application if applicable.
8.1.6 API-CAT-Keys must only be used for CAT applications. The general API must not be used in CAT applications.
8.1.7 Customer is only permitted to use the Services in compliance with applicable laws. This also includes export control laws and regulations.
8.1.8 Customer authorises DeepL to access their account settings for the purpose of supporting Customer’s onboarding to DeepL’s Services and general user management as well as account and subscription management throughout the subscription term (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.
In addition to Section 8.1, the following shall apply concerning DeepL Translator Pro and DeepL Write Pro:
8.2.1 Customer shall not be allowed to access and control DeepL Translator Pro or DeepL Write Pro through automated procedures which may cause an increased number (exceeding usual human behaviour) of requests to DeepL Translator Pro and to DeepL Write Pro.
In addition to Section 8.1, the following shall apply concerning the API:
8.3.1 Customer is solely responsible for the implementation of the API as well as the installation, operation and maintenance of Customer’s Application, including compliance of Customer’s Application with all applicable laws, regulations and other third party requirements.
8.3.2 Customer must comply with all technical requirements set out in the Service Specification and the Documentation. In particular, Customer must ensure that any Content is transmitted to the API in a valid data format and data encoding.
8.3.3 If the Customer provides an Application to Customer’s End Users, the Customer must disclose to these End Users that any Processed Content displayed to the End Users without manual modification of Customer has been created using the API by either displaying the logo or the brand name (including the domain) of DeepL, unless expressly agreed upon otherwise. However, Customer must not express or imply that DeepL is responsible for the Processed Contents or that Customer acts on behalf of DeepL. Customer will cease any use of the DeepL logo and/or brand name on DeepL’s request.
8.3.4 In the event that Customer uses the API within an Application which is distributed on third-party platforms (e.g. mobile apps), it is Customer’s sole responsibility to comply with any and all requirements and terms of service of such third-party platforms.
8.3.5 In the event that a disclosure of access credentials to third parties is required for the contractually intended use of the API, Customer is solely responsible to take adequate and effective precautions to protect the access credentials from misuse or unauthorised access. In particular, access credentials may not be stored in configuration files in plain text and may not be transmitted over unencrypted public network connections.
8.3.6 Customer is obligated to adhere to any security precautions, functional and other limitations of the API. In particular, Customer must not bypass, remove, defeat, avoid, deactivate or otherwise circumvent protection or authentication mechanisms or misuse API methods for purposes other than those intended or expressly documented.
8.3.7 To the extent reasonable and technically possible, Customer must take precautions during the implementation of the Application using the API to ensure that Customer’s Application will continue to work properly even if the API is not available, whether caused by DeepL’s or Customer’s fault.
8.3.8 Customer shall immediately inform DeepL if there are reasons to expect a significant increase in the number of API Requests for reasons such as an extraordinary surge in End Users, unusual marketing, promotions or other campaigns.
8.3.9 If DeepL provides a new version of the API, Customer shall implement the new version of the API into Customer’s Application within a reasonable period of time from the announcement of the new API version, considering the extent of the changes, usual development time in the industry and the justified interests of Customer, including the individual capacities of Customer.
8.4.1 Customer must obtain all necessary consents and authorisations from any third party, including Customer’s employees, for the transcription and translation of the audio data by DeepL, which may be considered a recording under the respective laws applicable to Customer’s use of the service. In any way, Customer must ensure that any third parties invited to the meeting are aware that their audio data will be transcribed and translated by DeepL.
8.4.2 Customer is aware that when using the text-to-speech functionality of the mobile device the native speech synthesis technology of the respective mobile device is used for this purpose. DeepL has no influence on the infrastructure and processing by native text-to-speech technology.
8.4.3 Customer is responsible to have all appropriate contractual agreements and safeguards with any providers of Third-Party Applications in place. Section 3.2.7 applies accordingly.
8.4.4 In the event that a (1) Third-Party Application deprecates support of DeepL Voice for Meetings or (2) a change to a Third-Party Application requires changes to DeepL Voice for Meetings which, considering the interests of both Parties, cannot be implemented in a technically or economically reasonable manner by DeepL, both Parties may terminate this Agreement with regard to DeepL Voice for Meetings without notice.
8.4.5 Customer shall not be allowed to access and control DeepL Voice for Meetings or DeepL Voice for Conversations through automated procedures which may cause an increased number (exceeding usual human behaviour) of requests to DeepL Voice for Meetings or DeepL Voice for Conversations.
9.1 If remuneration has been agreed upon, Customer shall pay the base remuneration as well as usage-based remuneration as stipulated upon conclusion of the Agreement.
9.2 All amounts shall be paid in full in the currency indicated on the invoice. The Customer shall bear all bank and transfer charges as well as any currency conversion costs (if any).
9.3 API Requests shall be billable in accordance with Section 9.1 if (i) the API Request has been successfully transmitted using the API and (ii) there has been a valid API Response in accordance with the Documentation. Server errors shall be deemed as valid API Response only if they occur due to failures on Customer’s side, including the use of incorrect, incompatible or insufficient Content or other use of the API which does not comply with the technical requirements set out in the Service Specification or Documentation provided by DeepL. Texts entered into DeepL Translator Pro and DeepL Write Pro shall be billable in accordance with Section 9.1 if translated / improved and displayed in DeepL Translator Pro and DeepL Write Pro.
9.4 DeepL Voice for Conversations and DeepL Voice for Meetings will be billed in accordance with Section 9.1.
9.5 All amounts are understood to include VAT, unless expressely specified as “netto” or “net”.
9.6 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).
9.7 For Services with a fixed base remuneration, the remuneration is due at the beginning of each billing period.
9.8 If the Customer chooses to pay by credit card or SEPA direct debit for Services with a variable remuneration (in particular when using the API), DeepL reserves the right to debit advance payments in the course of the billing period. A first advance payment is due as soon as the number of characters has exceeded a certain equivalent value. The value of the advance payment may vary between an amount of 10 EUR and an amount of 500 EUR (according to the respective Customer and his usage behaviour). The relevant equivalent value related to the subsequent prepayments will be based on the future usage of the Customer. The basic price of a subscription is due at the activation of a subscription and the basic price for the new billing period, as well as any outstanding usage-dependent payments, is due on the end date of the running billing period. The Customer will receive a monthly invoice.
9.9 If DeepL is not able to debit the due advance payment in accordance with Section 9.7, DeepL will block the access of the Customer to the Services. As soon as the debit is successful, DeepL will immediately restore the access.
9.10 DeepL reserves the right to block the access to the Services if the Customer has not paid any due fee 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:
9.10.1 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.
9.10.2 In case DeepL is not able to debit the due payment for payments made by credit card or SEPA direct debit, DeepL will ask the Customer to update the agreed payment method or to provide a new payment method and will inform the Customer of the impending blocking. In case the debit continues to fail after the notification, DeepL is entitled to block access to the Services. After the blocking, DeepL will send another request to the Customer to provide a new payment method in order to restore access.
9.10.3 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 from the Service provided by DeepL 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).
10.1 The Agreement is concluded for an indefinite period of time. Each Party may terminate the Agreement with four (4) weeks’ written notice with effect to the end of the current billing period.
10.2 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.
10.3 The statutory right of termination for good cause remains unaffected.
10.4 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.
10.5 In the event
DeepL shall be entitled to temporarily suspend Customer’s access to the Services 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 Services 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:
a) The e-mail address used for registration does not exist or is obviously not valid;
b) The address does not exist or is invalid;
c) Customer has registered several times in order to use the service free of charge or Customer still has open payments from other contracts;
d) Customer uses a fraudulent, lost, stolen or blocked/inadmissible means of payment;
e) Customer has contested or demanded the return of a payment without informing DeepL of a valid reason for contesting or demanding the return. The suspension of Customer’s access will be upheld until Customer informs DeepL of a valid reason.
10.6 In case Customer violates the restrictions on using the API key in certain types of products (Section 8.1.6), utilizes Services with unlimited usage in a way in which they were not intended to (e.g. accessing the DeepL Translator Pro, DeepL Write Pro, DeepL Voice for Conversations or DeepL Voice for Meetings in an automatic way) or allows more Internal Users to utilize Services than licensed, DeepL reserves the right to disable the access and cancel the Agreement with immediate effect. In this case, Customer will be refunded fees already paid proportionally.
10.7 For Services with a maximum monthly usage cap, DeepL will only allow the contracted number of characters (as described in the Service Specification) to be translated / improved within a billing period. Once the monthly usage limit is reached, Customer will no longer be able to use the Services, unless a Service with a higher number of characters has been purchased (if available).
10.8 Within the free trial period, Customer and DeepL are allowed to terminate the Agreement at any time with immediate effect.
11.1 DeepL only assumes the liability under chargeable subscriptions for the Services to the extent set out in the following provisions.
11.1.1 If the Services provided by DeepL are defective, DeepL shall provide an improved or new product of its choice 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.
11.1.2 Customer may reduce the agreed remuneration by a suitable amount if for reasons attributable to DeepL, the proper provision of Services is not assured within a reasonable period of time set by Customer. The right to reduction is limited to the part of the Services which is defective as compared to the monthly remuneration.
11.1.3 If the reduction as per Section 11.1.2 continues for two (2) consecutive months, or in two (2) months of a quarter, Customer may terminate the Agreement without notice.
11.1.4 Customer shall immediately inform DeepL of any occurring defects in writing (e-mail to [email protected] sufficient).
11.1.5 Customer shall assist DeepL in rectifying the defects free of charge, in particular by providing DeepL with all required documents, data and other information required to analyse and correct the defects.
11.1.6 With respect to the provision of non-chargeable additional services, DeepL shall be only liable for defects if DeepL has maliciously concealed (“arglistig verschwiegen”) the defects.
12.1 DeepL is liable in accordance with the following provisions.
12.2 DeepL is unlimitedly liable 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 warranty expressly accepted by DeepL.
12.3 In case of a 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 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.
12.4 In the case of Section 12.3, DeepL assumes no liability for lack of commercial success, lost profits, and indirect damages.
12.5 The Parties agree that the typical and foreseeable damage per year within the meaning of Section 12.3 is limited to the annual amount payable by Customer.
12.6 Any further liability by DeepL will be excluded.
12.7 The liability limitations mentioned above will apply accordingly to the employees, contractors and other vicarious agents of DeepL.
13.1 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.
13.2 The aforementioned obligations do not apply to Confidential Information, which
a) is already known to the public in other ways than through a breach of confidentiality obligations by the Parties at the time of their disclosure;
b) later becomes known to the public in other ways than through a breach of confidentiality obligations by the Parties;
c) was already in the legitimate possession of the receiving Party prior to disclosure;
d) has been independently developed by the receiving Party without breach of non-disclosure obligations;
e) must be disclosed by law, regulations or binding court orders or any competent government or administrative authority whose orders the receiving Party must comply with, provided that prior to the disclosure the receiving Party informs the disclosing Party about the disclosure obligation and provides the disclosing Party with reasonable opportunity for defence against the disclosure to the extent permitted by law. The receiving Party will only disclose the part of the Confidential Information that must be compulsively disclosed by law and will reasonably support the disclosing Party in obtaining legal protection against the disclosure;
f) must be disclosed due to contractual or legal obligations of the Customer towards Customer’s End Users, e.g., for billing purposes.
13.3 The non-disclosure obligations pursuant to this section survive termination of this Agreement for five (5) years.
13.4 Notwithstanding the foregoing, DeepL may, with the approval of the Customer, 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.
14.1 DeepL can modify and adapt the present Terms and Conditions 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 modifications 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.
14.2 DeepL will submit the modified terms and conditions in text form to the Customer at least eight (8) 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 eight (8) 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.
15.1 Terms and conditions of Customer shall not be part of this Agreement, unless DeepL has expressly agreed in written form.
15.2 Amendments to this Agreement and any side agreements, including the Service Specification, the main body of this Agreement and any potential appendices, must be in written form. This also applies to a waiver of this written form clause.
15.3 Customer may only settle claims against DeepL or claim a right of retention if its counter claim is uncontested, subject of a legally enforceable final judgment or the counter claim is in a mutual relationship to the respective affected claim.
15.4 This Agreement shall be exclusively governed by the law of the Federal Republic of Germany excluding CISG and conflict of law provisions.
15.5 The exclusive legal venue for all disputes resulting from or in connection with this Agreement is Cologne, provided that the contracting parties are business people (“Kaufleute”), or that Customer has no general legal venue in Germany or in another EU Member State, or its permanent residence has moved to a foreign country after these Terms and Conditions have entered into effect, or the residence or habitual domicile is not known at the time that the complaint was filed.
The DeepL API Pro is accessible through a REST interface. Request parameters are used to pass information to the DeepL API Pro, results are returned in a suitable representation (e.g. JSON). Request parameters must be encoded in accordance with the documentation provided under https://developers.deepl.com/docs. Authentication is based on fixed keys, SSL handling transport security. The translate function provides the following functionality:
The translate function returns the following representation of the processing result:
The DeepL API Pro allows Customer to translate whole documents. Ability to translate documents is subject to the ability of the DeepL API Pro to correctly read and translate the documents, which can't be guaranteed.
Requirements and limitations for document translation:
For document translations, a minimum of 50,000 characters per document is charged.
The DeepL API Pro (v2 endpoint only) also includes a text improvement function. This function is only available to users with a DeepL API Pro subscription type. The text improvement function provides the following functionality:
The write function returns the following representation of the processing result:
The DeepL API Pro is designed to process at least 600 characters per minute and per Customer; exceeding use may be limited, and Customers may encounter a 429 “Too Many Requests” error message, as described in the documentation.
Applications using the DeepL API Pro should implement a mechanism to handle such responses accordingly and, if appropriate, to try again later. A mechanism increasing the delay for another request exponentially is recommended.
DeepL Translator Pro offers a service accessible by Customer using their DeepL Pro access credentials. Access can be via a website or Microsoft Windows or MacOS application. The service allows Customer to input texts and receive their machine translations. As DeepL Translator Pro uses the API for translating, it supports the set of source and target languages as described in Section 1 of the Service Specification.
Within DeepL Translator Pro, Customer's texts and their translations will be processed as long as necessary for the performance of the Service (as described in Section 3.1.2 and 3.1.3 of the Agreement).
DeepL Translator Pro can process translation requests more slowly or temporarily suspend the access to the Services on a case-by-case basis if the length of the entered texts significantly exceeds the normal and reasonable use (starter: 1 million characters per month, Advanced: 5 million characters per month, Ultimate: 10 million characters per month) and therefore the availability of the Services to all customers of DeepL is affected.
In addition, browsers, their JavaScript execution environment, and the HTTP transmission techniques used impose technical limits. DeepL Translator Pro will try to notify the Internal User about exceeding these limits and warn about possible performance issues.
DeepL Translator Pro allows Customer to translate whole documents. Ability to translate documents is subject to the ability of DeepL Translator Pro to correctly read and translate the documents, which can't be guaranteed.
Requirements and limitations for document translation:
DeepL Write Pro offers a service accessible by Customer using their DeepL Write Pro access credentials. Access can be via a website or Microsoft Windows or MacOS application. The service allows Customer to input texts and receive their improved versions based on machine learning.
DeepL Write Pro supports the following languages:
Within DeepL Write Pro, Customer's texts and their improved versions will be processed as long as necessary for the performance of the Service (as described in Section 3.1.2 and 3.1.3 of the Agreement).
DeepL Write Pro can process requests more slowly or temporarily suspend the access to the Services on a case-by-case basis if the length of the entered texts significantly exceeds the normal and reasonable use (DeepL Write Pro: 1 million characters per month), and therefore the availability of the Services to all customers of DeepL is affected.
In addition, browsers, their JavaScript execution environment, and the HTTP transmission techniques used impose technical limits. DeepL Write Pro will try to notify the Internal User about exceeding these limits and warn about possible performance issues.
DeepL Voice for Conversations offers a service accessible by Customer using their DeepL Voice for Conversations access credentials. Customer can access the service via the iOS or Android DeepL applications. The service allows customers to receive live transcription and translation of their face-to-face multilingual conversation.
DeepL Voice for Conversations supports the following spoken languages (input by voice languages):
DeepL Voice for Conversations supports the following text languages (input by text languages):
DeepL Voice for Conversations supports one language pair per conversation.
DeepL Voice for Conversations supports the following translation languages (output languages):
Within DeepL Voice for Conversations, Customer's audio data, transcription data, and translation data will be processed as long as necessary for the performance of the Service (as described in Section 3.1.2 and 3.1.3 of the Agreement).
DeepL Voice for Conversations can process requests more slowly or temporarily suspend the access to the Services on a case-by-case basis if the length of the conversations significantly exceeds the normal and reasonable use (DeepL Voice for Conversations: 40 hours per month), and therefore the availability of the Services to all customers of DeepL may be affected.
DeepL Voice for Meetings offers a service accessible by Customer using their DeepL Voice for Meetings access credentials. Customer can access the service via a supported Third-Party Application on any platform supported by the respective Third-Party Application. The service allows Customer to receive a live transcription of the meeting in the application and in a language of their choice.
DeepL Voice for Meetings is supported in the following Third-Party Applications:
Users with an active DeepL Voice for Meetings license can initiate the generation of transcriptions and translations in a meeting. The manner in which this is accomplished on a technical level may vary depending on the Third-Party Application.
Users without an active DeepL Voice for meetings license are still able to see content generated during a call if another license holder has initiated the generation of transcriptions and translations, however they will not be able to initiate the process.
Access to and visibility of the accompanying application for DeepL Voice for Meetings within the respective Third-Party Application’s ecosystem is controlled by the respective system’s access management system.
DeepL Voice for Meetings supports the following spoken languages (input languages):
DeepL Voice for Meetings supports multiple spoken languages per meeting, such that every meeting participant can speak their own language.
DeepL Voice for Meetings supports the following translation languages (output languages):
Within DeepL Voice for Meetings, Customer's audio data, transcription data, and translation data will be processed as long as necessary for the performance of the Service (as described in Section 3.1.2 and 3.1.3 of the Agreement).
DeepL Voice for Meetings can process requests more slowly or temporarily suspend the access to the Services on a case-by-case basis if the length of the meetings significantly exceeds the normal and reasonable use (DeepL Voice for Meetings: 100 hours per month), and therefore the availability of the Services to all customers of DeepL may be affected.
In addition, browsers, their JavaScript execution environment, and the various transmission techniques used impose technical limits. DeepL Voice for Meetings will try to notify the Internal User about exceeding these limits and warn about possible performance issues.