Setlr Terms of Service

Last updated: 08 January 2017

Please read these Terms of Service (“Terms”) carefully before using the setlr.com website (the “Service”) operated by Setlr Ltd (“us”, “we”, or “our”).

Your access to and use of the Service is conditional on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service. Please read them carefully.

1. Definitions

1.1 Unless the contrary intention appears, the following definitions apply : -

“Account” means the storage point of your supplied data and any data collected by Setlr with the goal of improving our service, which is stored in our database, or in the case of payment details, stored securely by our payment provider and linked to your username or email address so that it can be accessed frequently, updated and used to provide the service.

“Community Level” relates to the level of the community translator requested by the customer.

“Completed Job” means the content translated from the customer material.

“Customer” means a visitor who is a registered user of the service.

“Customer Material” means the source content for translation by the service and any guidelines, notes, photographic material, glossary and other materials provided by the customer.

“Job” means the translation job or request that has been submitted by the customer. In a case where a customer orders translation into more than one target language, multiple jobs will be created.

“Order” means any order for a service created by a customer, and accepted by us via an acknowledgement in the platform or otherwise in writing.

“Platform” means our online portal and platform where you can access your Setlr Account, initiate orders and access the service.

“Service” means all the Setlr.com websites, services, apps, plugins, APIs and related technology, and the translation services provided in connection with the foregoing.

“Setlr Materials” – means Application Programming Interfaces (APIs), Software as a Service (SaaS) and any software specifically developed for Setlr to conduct our business as a global community based online translation platform.

“Terms” means these Terms and any policies, guidelines, or other documents referenced herein.

“Translator” means a third party who engages with us and customers to provide content translation services as contractors of us (not employees).

“User” means visitors to www.setlr.com who are not registered users

“You / Your” means you as an individual, or if applicable, the company or other legal entity you represent

1.2 Where a party includes two or more persons, the covenant made by that party are made by those persons jointly and severally

1.3 Words implying one gender include all other genders, words implying the singular include the plural and vice versa and words implying persons include any person or entity capable of being a legal person

1.4 Provisions are to be construed independently and if any provision is void or wholly or partly unenforceable, then that provision, to the extent that it is void or unenforceable, shall be deemed not to form part of these Terms , but the validity and enforceability of the remainder of the provisions of the Terms shall not be affected

1.5 A reference to a numbered clause, schedule or paragraph is a reference to the relevant clause, schedule or paragraph in these Terms

1.6 Headings to clauses, schedules or paragraphs are for convenience only and do not affect the meaning of these Terms

2. Using our services

2.1 If you are entering into this service on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to this service, in which case “you” or “your” means that entity. If you do not have this authority, or if you do not agree with the terms and conditions of this service, you may not use the service or any service related materials. You represent that you are over 18 years of age or above the age of majority in your place of residence or jurisdiction.

2.2 You agree to:

  • Comply with any policies made available to you by us
  • Not abuse or conduct illegal activity using our service
  • Not contact translators outside of the platform that we provide for communication
  • Not defame or harass us, or our employees, contractors, or translators

3. Account

3.1 You are responsible for the activity that happens in connection with your account.

3.2 When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account for our service.

3.3 You are responsible for safeguarding the password that you use to access the service and for any activities or actions under your password, whether your password is with our service or a third-party service.

3.4 You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.

3.5 You may not use as a username the name of another person or entity, a name that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene. You expressly agree that we cannot be held liable for any loss or damage arising out of any misrepresentations you make in this regard.

4. Purchase / Order

4.1 You are encouraged to familiarise yourself with your rights contained within the Sale of Goods Act 1979, Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1999.

4.2 If you wish to purchase any product or service made available through the service (“Purchase”), you may be asked to supply certain information relevant to your purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your billing information.

4.3 You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any purchase; and that (ii) the information you supply to us is true, correct and complete. You expressly agree that we are not responsible for any loss or damage arising from the submission of false or inaccurate information.

4.4 By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of purchases.

4.5 We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We do not accept any liability for loss or damage arising out of any such cancellation.

4.6 If you wish to purchase any product or service made available through the service (“Purchase”), you agree to our third party payment specialist; Mangopay’s Terms & Conditions

4.7 We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.

4.8 You are responsible for providing the customer materials necessary for the job, materials describing the context of the job, and all other necessary materials (glossary guide, notes, photographic material etc.) when placing the order. We may make recommendations on which source materials and in what format to provide source materials, but ultimately the quality of the results will depend on the clarity, accuracy, and comprehensiveness of the your source materials and the instructions provided.

4.9 You can cancel an order if the job has not been accepted by a translator. To cancel an order, you should do so via your Setlr Dashboard or contact our customer support at [email protected] to see if the order can be cancelled. If the order has been picked up by a translator, the order cannot be cancelled and there will be no refund issued.

4.10 We cannot guarantee that a particular translator or that any translator will accept your order. If the order is accepted by a translator, we will return the completed job to you . We may give an estimated time for service completion if requested by the you, but cannot guarantee an exact delivery time. We will attempt to notify you when the completed job is ready for your review.

4.11 Upon our notification of delivery of the completed job, you will have 120 hours to review the completed job. You may approve the completed job via the platform. If you do not respond within the 120 hour review period, the completed job will be deemed “Approved”. Alternatively, you may “Report a problem” with the completed job within the 120 hour review period if you reasonably determine that it does not meet the quality level described in Our Quality Guarantee. If you feel it is necessary to “Report a problem”, it will be handled according to paragraph 4.12 below.

4.12 Upon you electing to “Report a problem” with a job, the platform will do the following:

  1. Give you an option to request a revision. If you choose to request a revision it will be dealt with according to paragraph 4.13 below.
  2. Give you the option to request a refund. This is intended as a last resort as we always prefer to give the original translator the option to correct their work where appropriate. If you choose to request a refund it will be dealt with according to paragraph 4.13 below.

4.13 Upon you requesting a revision, the platform will do the following:

  1. Ask you for a reason and written description of the issue.
  2. Return the job to the original translator, along with your reason and description of the issue, and give the original translator 24 hours to make any appropriate corrections. Upon resubmission of the job as complete, or after 24 hours if no response from the original translator, the job will be passed to a reviewing translator for final review and correction if required. The original and the reviewing translators’ liability will be limited to correcting any “errors” as defined in Our Quality Guarantee.
  3. Return the completed job to you once more for your review.

4.14 Due to the nature of language translation, “errors” in translations do inevitably occur. We always prefer to give translators the opportunity to correct these “errors”, but if you determine that the “error” is serious enough to warrant a refund, you have this option available in line with Our Quality Guarantee. Upon you requesting a refund, we will review the job, along with your comments and the translator’s comments, and attempt to reach a decision that is fair to both you and the translator. You agree that our decision is final and because you have access to any translated material, refunds will not be granted where we believe the translator has performed their task satisfactorily.

4.15 You agree to review any completed job before making such content public, and you expressly agree that we will not have any liability or indemnity obligations to you based on the completed job if you fail to do so.

5. Translator / Contractor

We may use and retain third party contractors (such as translators) to provide the service to you. You agree that we may sublicense our rights under these Terms to third parties to act on our behalf, provided that such third parties are contractually bound by terms no less protective of you than these Terms. We are solely responsible for paying and resolving all disputes with third party contractors and translators.

6. Customer Material Disclosure

We disclose the customer materials to potential translators and third party contractors, for the sole purpose of allowing them to preview the content in order to decide whether to accept the order. You are solely responsible for editing or removing any confidential or personally identifiable information within the customer materials if you do not wish to disclose that information.

7. Availability, Errors and Inaccuracies

7.1 We are constantly updating our offerings of product offering and service. The products or services available may be mispriced, described inaccurately, or unavailable, and we may experience delay in updating information on the service and in our advertising on other web sites. You expressly agree that any such offer of a product or service does not constitute a legal offer.

7.2 We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. This does not affect any statutory rights.

8. Contests, Sweepstakes and Promotions

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through the service may be governed by rules that are separate from these Terms. If you participate in any promotions, please review the applicable rules as well as our privacy policy. If the rules for a promotion conflict with these Terms, the promotion rules will apply. The terms and conditions of any promotions are independent of this agreement.

9. Content

9.1 Our service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the content that you post to the service, including its legality, reliability, and appropriateness.

9.2 By posting content to the service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such content on and through the service. You retain any and all of your rights to any content you submit, post or display on or through the service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your content available to other users of the service, who may also use your content subject to these Terms.

You represent and warrant that: (i) the content is yours or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your content on or through the service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

10. Reviews

10.1 We believe customer driven reviews are an excellent way to build trust in the service and to improve the quality of the service over time. When you create an account with us, you accept that you can be reviewed by other users of our service. We reserve the right to remove any reviews that we believe are not genuine.

10.2 Rules for Reviews

10.2.a All reviews that are submitted to the service must be constructive, i.e. they describe exactly what kind of service was received (or not received) and objectively explain why you were happy or not. Reviews which don’t conform to these rules may be removed.

10.2.b At our discretion, reviewers who make personal attacks on individuals will have their account closed in accordance with the ‘termination’ section of this policy, explained below.

10.2.c Negative reviews will only be removed if:

  • They are posted under a false name.
  • They are not constructive as described in point a) above.

10.2.d We reserve the right to remove any reviews that do not conform to our terms without any recourse or communication with you.

11. Intellectual Property

11.1 All intellectual property rights in the completed job will be assigned to you upon your approval of the completed job and your compliance with these Terms.

11.2 The service and its original content (excluding content provided by users), features and functionality are and will remain the exclusive property of us and our licensors. The service is protected by copyright, trademark, and other laws of the United Kingdom and overseas jurisdictions. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

11.3 When you upload content, you give us a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that content in connection with the provision of the service and otherwise in connection with the provision of the service and our business. This license continues even if you stop using our service.

11.4 If you submit feedback or suggestions about our service, we may use your feedback or suggestions without obligation to you.

11.5 In order to provide you and our other customers the best possible translation and language service, we (and those we work with) may use your completed jobs, as aggregated with other customer works, to generally improve the service. If we do this, we never disclose your identity or confidential information, nor make your completed job publicly available.

12. APIs and software in our service

The service may include APIs or software (“Setlr Materials”) to facilitate your use of the service and is deemed a part of the service. If you choose to use such Setlr Materials, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Setlr Materials for the sole purpose of enabling you to use and enjoy the benefit of the service, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our service or Setlr Materials, nor may you reverse engineer or attempt to extract the source code of the service or Setlr Materials. We do not guarantee the availability or performance of the Setlr Materials. Your access or use may be limited or suspended at any time.

13. Termination

13.1 We have zero tolerance of abuse, bullying or any misuse of the service.

13.2 We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

13.3 Upon termination, your right to use the service will immediately cease. If you wish to terminate your account, you may simply discontinue using the service.

13.4 We reserve the right to pass all information we hold about you to relevant authorities or any government bodies in order to comply with any official investigation if so requested.

13.5 All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

13.6 We may modify or suspend the platform or service at any time for any reason.

14. Indemnities

14. You agree to defend, indemnify and hold harmless us and our licensees and licensors and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees), resulting from or arising out of a) your use and access of the service, by you or any person using your account and password; b) a breach of these Terms, c) content posted on the service, d) customer material submitted through the service or e) completed jobs received through the service.

15. Limitation Of Liability

15. In no event shall we, nor our directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the service; (ii) any conduct or content of any third party on the service; (iii) any content obtained from the service; and (iv) unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed in its essential purpose.

16. Disclaimer

16.1 Your use of the service is at your sole risk. The service is provided on an “as is” and “as available” basis. The service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

16.2 We, our subsidiaries, affiliates, and licensors do not warrant that a) the service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the service is free of viruses or other harmful components; or d) the results of using the service will meet your requirements.

17. Exclusions

17. Without limiting the generality of the foregoing and notwithstanding any other provision of these terms, under no circumstances will we be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to your use of the service, these Terms, the subject matter of these Terms, the termination of these Terms or otherwise, including but not limited to personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by us or any person for whom we are responsible, and even if we have been advised of the possibility of such loss or damage being incurred.

18. Governing Law

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

19. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will endeavour to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

20. Privacy and Cookie Policy

20. Please refer to our Privacy and Cookie Policy. You agree that this policy constitutes part of these Terms. You must read our Privacy Policy before you use the service.

These Terms constitute the entire agreement between us regarding our service, and supersede and replace any prior agreements we might have between us regarding the service.

Contact Us

If you have any questions about these Terms, please Contact us.

Registered Office Address

Setlr Ltd
Unit 3, First Floor, Cleary Court
169 Church Street East
Woking
Surrey
United Kingdom
GU21 6HJ

Registered UK Company Number: 09388667