Termos do Serviço

General Terms and Conditions (GTC)

v2.0, last revised 22 de Abril de 2018

Section 1: Scope of Application

  1. These General Terms and Conditions (GTC) are an integral part of and the sole basis for all contractual relationships, whether they relate to services that are free of charge or paid for, between Dynport GmbH as the provider and operator of PhraseApp (hereinafter referred to as “PhraseApp”) and its customers. Conflicting terms and conditions of the customer do not apply even if PhraseApp has not expressly rejected such terms and conditions and/or renders its services without reservation in knowledge of the customer’s terms and conditions.
  2. By registering for PhraseApp, the customer affirms that it is not a consumer, but an entrepreneur and merchant within the meaning of the German Commercial Code (“Handelsgesetzbuch”).

Section 2: Definitions

“Services” or “PhraseApp Services” denotes all translation and localisation services and platforms offered by PhraseApp and provided in data networks or on data carriers.

“Plan” denotes the scope of the PhraseApp Services booked by the customer, as defined in more detail by the number of authorised users, the volume of managed words or other parameters.


Section 3: Conclusion of Contracts


Section 4: Services, Subject Matter of the Contract

  1. PhraseApp shall provide its Services to the customer to the scope in accordance with the customer’s booked Plan. The creation and maintenance of a data connection between the customer’s systems and the transfer point operated by PhraseApp is not the responsibility of PhraseApp.
  2. PhraseApp strives to constantly improve and update its Services. If this process requires technical changes to the Services, PhraseApp shall notify the customer of this at least four weeks before the change date and shall provide the customer with all necessary information regarding any technical adjustments necessary on the customer’s side.
  3. PhraseApp warrants an annual average of 99.0 percent availability for its Services.

Section 5: Term, Termination


Section 6: Particular Obligations of the Customer

  3. The customer is committed to have appropriate insurance coverage for damage caused by data loss for all of its projects conducted using PhraseApp Services.
  4. The customer shall be responsible for the Content; in particular, it shall be responsible for ensuring that any personal data is allowed to be transferred to PhraseApp in compliance with applicable data protection laws. Moreover, the customer warrants that its Content is legally unobjectionable and is virus-free, for which the customer is liable according to general laws. In particular, the customer undertakes not to upload any Content that violates prevailing laws or infringes third-party rights. In addition, the customer shall indicate its advertising content on the websites that the customer maintains using the PhraseApp Services, insofar as editorial and advertising contributions are mixed, and shall clarify that the customer is itself responsible for the contents of these websites.
  5. If claims against PhraseApp are asserted because of the customer’s non-compliance with one of the obligations stipulated above, the customer shall, upon first request, indemnify and hold harmless PhraseApp from all claims by third parties, while waiving the defence of unexhausted remedies. The customer shall bear the reasonable costs of legal defence incurred by PhraseApp. PhraseApp may then also terminate the Services it provides with immediate effect, or block and/or terminate Plans, or remove the Content in question without being obliged to repay already paid fees. This Section 6 No. 5 shall not apply if the customer can prove that it is not (partially) to blame for the violation.

Section 7: Warranty

The warranty covers primarily remedying of defects, for which the customer shall allow PhraseApp a reasonable period of time. If, after two unsuccessful attempts, such remedy fails, the customer may reduce the remuneration or terminate the contract extraordinarily. The parties hereby agree to shorten the limitation period for defects in performance by PhraseApp to 12 months, as long as such defects are not due to wilful intent.

Section 8: Impairment of Performance, Disclaimer

  1. Liability for brief or insignificant disruptions to the Services or for disruptions to them that cannot be influenced by PhraseApp is excluded. Liability is also excluded for any impairments in the performance of obligations during planned maintenance work of which the customer has been given prior notice in good time. Any such impairment shall not entitle the customer to reduce the remuneration, terminate the contract or assert claims for compensation. Faults and defects must be reported immediately so that they can be rectified. Claims due to defects which are not reported to PhraseApp by the customer in writing, in text form or by e-mail within two weeks of the customer being able to learn of them for the first time shall be excluded.
  2. In all cases of contractual and non-contractual liability, PhraseApp shall pay damages or reimburse futile expenses only to the scope defined in the following:
    1. PhraseApp shall be liable to an unlimited amount in the case of wilful intent, gross negligence, damage to health or bodily injury, violations of the relevant product liability law, and the lack of a quality explicitly guaranteed by PhraseApp. In the event of a lack of a guaranteed quality, however, PhraseApp’s liability shall be limited to the amount of foreseeable damage that was intended to be prevented by the guaranteed quality.
  4. The limitation period for liability claims against PhraseApp shall be reduced to 12 months, unless a case defined in Section 8 No. 2 Letter a) exists.

Section 9: Acceptance


Section 10: Rights of use

  1. Copyrights held by the customer for its Content shall not be affected by use of the Services. Any right to use that Content shall be transferred to PhraseApp only where necessary for PhraseApp to be able to provide its Services agreed under the booked Plan for the customer.
  2. Copyrights to the Services shall remain solely with PhraseApp; the customer shall only be granted a simple, non-transferable right to use the Services within the scope corresponding to the contract’s purpose and booked Plan.
  3. PhraseApp can temporarily suspend the customer’s access to the Services (in particular user names and passwords) for reasons of IT security, if there is sufficient probability that the Services are being used in breach of contract by the customer or an unauthorised third party through the customer’s means of access and that this might have a negative impact on the Services or the ability of other customers to use them. PhraseApp shall only suspend access temporarily if it needs to act immediately to avoid impairments. PhraseApp shall notify the customer as soon as access is suspended. PhraseApp shall notify the customer in advance in text form where circumstances permit. PhraseApp shall restrict suspension of access to the necessary time and scope. Further claims and powers of PhraseApp under the contract or law shall remain unaffected.

Section 11: Customer References, Granting of Rights

The customer grants PhraseApp the right, which is freely revocable at any time for the future, to use the names of the customer's company, products and services, as well as the customer’s logos and other company identifiers, as part of the Services of PhraseApp as well as in other marketing materials concerning PhraseApp Services, with reference to the customer relationship, but without PhraseApp being obliged to make such reference.


  1. Invoices shall be issued after conclusion of the contract. PhraseApp is also entitled to issue invoices purely electronically. Payments are due immediately upon receipt of the invoice and in advance without any deduction. If the customer is in arrears in regard to payments, or exceeds the limits of the Plan booked by it after being warned to this effect, for a period of fourteen (14) calendar days or more, PhraseApp may – at its choice – discontinue the provision of Services as a whole or in part, as well as initiate legal dunning procedures or legal proceedings concerning all existing obligations. Payment is deemed to be made as soon as PhraseApp can actually dispose of the amount due (in the case of cheques: the date on which the amount is credited without reservation).
  2. In the event of default, PhraseApp shall charge default interest pursuant to Section 288 II BGB (German Civil Code).

Section 13: Adjustment of Prices

In order to maintain a balanced relationship between performance and consideration, particularly in long-term contracts, PhraseApp reserves the right to adjust the pricing of its Plans or any additional Services to its own higher costs one time per calendar year, at the beginning of the renewal period, by up to 20 percent, alternatively in line with development of the consumer price index of the month of invoicing.

PhraseApp shall give the customer two months’ advance notice of a change in text form. The change shall be deemed to have been agreed if the customer does not object in text form within three weeks of receiving notice of the change. If the customer objects to the change, PhraseApp shall have an extraordinary right to terminate the contract. Such termination shall be effective as of the date from which the change is to apply. PhraseApp shall separately point out the deadline and the legal consequences of failing to meet it in the notice.

Section 14: Data Processing, Assignment of Rights

  1. PhraseApp shall
    1. process any personal data provided by the customer only subject to the customer’s written instruction, unless (i) the personal data must be processed to perform the contract or administer access rights to the Services, (ii) the personal data must be processed to monitor and scale use of the Services so as to enable efficient allocation of resources to the customer, (iii) PhraseApp is obliged to process the personal data entered by the customer in the Services, or (iv) PhraseApp is legally entitled for other reasons to process the personal data;
    2. ensure that PhraseApp has suitable technical and organisational measures in place to protect personal data against unauthorised or unlawful processing.

Section 15: Amendments to the GTCs

These GTCs may be amended for existing contractual relationships. Amendments shall be proposed to the customer in text form no later than two months before the date on which they are to take effect. The customer’s consent to the proposal shall be deemed to have been granted if it does not reject the proposal in text form within two weeks of receiving it. If the customer rejects the proposal, PhraseApp shall have an extraordinary right to terminate the contract. Such termination shall be effective as of the date from which the change is to apply. In the proposal, PhraseApp shall separately point out the deadline to the customer and the fact that failure to meet it will denote consent to the proposal.




Dynport GmbH
ABC-Straße 4
20354 Hamburg
Represented by Wolfram Grätz, Tobias Schwab and Frederik Vollert
Commercial register: District Court Hamburg HRB 109537
VAT ID-No.: DE265148725
+49 40 357 187 76