Trados Customer Referral Program - Terms and Conditions


This Referral Agreement, including these General Terms & Conditions and any appliable Schedules (collectively, the "Agreement") constitutes a legally binding agreement between you (whether an individual, corporation, or other entity) ("Partner” or “you”) and SDL Limited, a part of RWS Holdings plc group companies, on behalf of itself and its Affiliates, with offices at New Globe House, Vanwall Business Park, Vanwall Road, Maidenhead, SL6 4UB, England ("RWS" )

This Agreement takes effect when you click an “I Accept” button or check box presented with these terms (the “Effective Date”). You represent to RWS that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to RWS that you have legal authority to bind that entity.

General Terms & Conditions


“Affiliates” means an RWS entity controlled by either party. The word “control” shall, in the context of a corporation, mean direct beneficial ownership of at least fifty per cent (50%) of the shares entitled to vote for members of the Board of Directors of such corporation, and, in the context of any other business entity, shall mean the right to exercise similar management and control such entity.

“Confidential Information” means a) any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents and equipment) that is either marked “confidential” or “proprietary” or would reasonably be assumed to be confidential based on its content or the context surrounding its disclosure; and (b) the specific terms and pricing set forth in this Agreement.

“Documentation” means the manuals and other technical and functional documentation relating to the RWS Software provided by RWS to Partner.  

“End User License Agreement” or “EULA” as used in the applicable Schedule means RWS’s then current end user license agreement for the relevant RWS Software and related RWS Support Services as set forth in Section 3.1 of the Referral Schedule. 

“Feedback” means any suggestions, enhancements, recommendations or other feedback relating to the other party’s products, services or Confidential Information.

“Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country which is a party to the Berne Convention. 

“Losses” means any and all costs, expenses, damages, liabilities, losses and judgments, including attorneys’ fees and legal expenses arising from or as a result of a third party claim.

“Schedule” means the Referral Schedule that references this Agreement. 

“RWS Technical Support Service Policy” means the RWS Customer Support Service Policy detailing RWS Support Services as updated from time to time by RWS and; available at the following link:

“RWS Software” means Trados Studio Freelance Edition RWS software.

“RWS Support Services” means the maintenance and technical support services related to the RWS Software as further described in the RWS Customer Support Service Policy.

 “Support Fees” means the annual maintenance and support fee payable for the RWS Support Services purchased under this Agreement.


2.1 This is a non-exclusive agreement and nothing contained herein shall be construed as restricting either party from entering into the same or similar agreements or relationships with any other third party. RWS is entitled to directly or indirectly market, distribute, demonstrate, sell, license, support and otherwise commercially exploit RWS Software, Support Services RWS and related services hereunder through any other sales channels, resellers and distributors in its discretion. 

2.2 In the event of conflict between the terms and conditions set forth in this Agreement and any Schedule(s), the terms and conditions of the Schedule(s) shall prevail to the extent of the inconsistency.

2.3 Each party shall be responsible for its own costs and expenses incurred by it in fulfilling its responsibilities under this Agreement.


3.1 Each party  shall: (i) comply with all applicable laws, statutes, and regulations and codes relating to anti-bribery and anti-corruption, including but not limited to, the Bribery Act 2010 and the Foreign Corrupt Practices Act 1977 as amended from time from time (the “Relevant Requirements”); (ii) have and shall maintain in place throughout the term of this Agreement their own policies and procedures, including adequate procedures under the Relevant Requirements, to ensure compliance with the relevant laws, and will comply with them where appropriate; and (iii) promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the other party in connection with the performance of this Agreement.

3.2 Each party agrees to comply fully with all applicable export laws and regulations of the United States and other jurisdictions to ensure that neither the RWS Software, nor any direct product thereof are exported or re exported in violation of such laws, or used for any purposes prohibited by such laws. The RWS Software is "commercial computer software" or "commercial computer software documentation."  The United States Government's rights with respect to the RWS Software are limited by the terms of this Agreement, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a), as applicable.  Because the RWS Software is subject to United States export controls, Partner shall not export or "re-export" (transfer) the RWS Software unless Partner has complied with all applicable U.S. export controls.

3.3 During  the Term and for at least two (2) years after the expiry or termination of this Agreement: (a) Partner agrees to maintain a complete, clear and accurate record of all matters pertaining to the use and/or resale of RWS Software and RWS Support Services under this Agreement; and (b) to permit RWS or an independent third party (who is bound by reasonable confidentiality undertakings) to audit and inspect its books, records and all other relevant information and documents (wherever located) pertaining to Partner’s use or resale of RWS Software and RWS Support Services under this Agreement to ensure compliance by Partner of the obligations contained hereunder. Any such inspection and audit shall be conducted during regular business hours upon reasonable advance written notice to Partner, and in such a manner as not to interfere with the normal business activities of Partner. RWS shall bear the expense of such audit, unless Partner is found to be non-compliant with this Agreement, in which case the audit shall be at the expense of Partner.

3.4 Breach of this Section shall be deemed a material breach of this Agreement and is excluded from the limitation of liability clause. 

4. TERM.

This Agreement shall commence on the Effective Date and shall remain in force for a period of one (1) year from the Effective Date, unless earlier terminated in accordance with its terms (the “Initial Term”). This Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”), unless either party provides the other with a written termination notice of its intention not to renew the Agreement at least sixty (60) days prior to the expiration of the then-current Term. The Initial Term and the Renewal Term are referred to herein collectively as the “Term”.  


5.1 Exclusions.  Confidential Information does not include information that:  (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.

5.2 Disclosure Restrictions.  Each party will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein and each party will remain directly liable and responsible to the other party and its licensors for any violation by a party or its subcontractors hereunder. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance.  The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors.  In addition, each party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.


6.1 No License Grant. Neither party grants to the other party any license under any of its Intellectual Property Rights for its products, technology and/or services, unless expressly provided for herein. 

6.2 Ownership. Unless otherwise provided hereunder each party shall retain sole and exclusive ownership of all right, title and interest in its software and all developments, additions, modifications, enhancements, improvements or derivatives of such software created hereunder.

6.3 Feedback. Each party shall have the right (but not the obligation) to provide the other party with Feedback regarding such other party’s products and services. Each party grants the other party and their Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, publish, disclose, display, perform, copy and incorporate such Feedback into the other party’s products and services without any claim for any compensation from the other party. 


7.1 Subject to the terms and conditions of the Agreement, each party hereby grants the other party a non-exclusive, non-transferable, non-sublicensable, revocable, royalty free, limited and personal right and license during the Term to use the other party’s marks in connection with and as necessary to promote the parties’ relationship in accordance with the terms of the Agreement, including but not limited to, use of the other party’s marks on its website and in promotional materials;  provided that a party shall cease to use the other party’s marks promptly upon receipt of the other party’s written request that use of such marks cease, although no such cessation of use shall require the recall of any previously published or distributed materials.

7.2 Neither party may alter the other party’s (or its licensors’) marks in any way or remove from the other party’s products, technology and/or services any copyright notices, marks and references identifying the intellectual property rights of that other party (or its licensors’) in such products, technology, services and/or related documentation. 

7.3 Neither party will have any right, title or interest in the mark of the other party, which will remain the other party’s sole and exclusive property.

7.4 Each party agrees to take no action contrary to the other party’s ownership of, and rights in its marks both during the Term of this Agreement and thereafter. Each party’s use of the other party’s marks shall inure solely to the benefit of the party that owns the marks. Each party agrees to not adopt as its own trademark or use or register any word(s) or design(s) confusingly similar to the other party’s marks and agrees to cooperate fully with the other party in facilitating the other party’s monitoring and control of the nature and quality of the use of the other party’s mark. 


Unless otherwise specifically permitted under this Agreement (i.e. in an applicable Schedule), Partner shall not directly or indirectly (i) assign, rent, lease, transfer or sublicense the RWS Software or Documentation to any third party; (ii) modify, adapt, customize, decompile, disassemble, reverse engineering, create derivative works or otherwise attempt to derive source code from the RWS Software or Confidential Information in whole or in part, except to the extent as permitted by mandatory provisions of the applicable law; (iii) use the RWS Software and Documentation for any other purpose other than as expressly provided herein; (iv) or grant any rights in the RWS Software and Documentation in any form to any other party in whole or in part, including without limitation to provide processing services or hosting services to third parties for commercial  timesharing or rental or sharing arrangements; (iv) copy, use, reproduce, distribute, republish, download, display post or transmit in any form or means the RWS Software, in whole or in part; and (vi) remove, alter, obscure, and/or otherwise deface any RWS Software or Documentation markings or any notice of RWS’s or its licensor’s Intellectual Property Rights.


The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Except as otherwise provided hereunder, neither party will have the power to bind the other (whether by representation, warranty, covenant or otherwise) or incur obligations on the other’s behalf without the other’s prior written consent.


RWS does not warrant that the RWS Software will meet Partner’s (or End Users’) requirements, that the operation of the RWS Software will be error-free, timely or uninterrupted or that all RWS Software errors will be corrected.  EXCEPT AS OTHERWISE PROVIDED HEREUNDER (INCLUDING ANY APPLICABLE SCHEDULE), THE RWS SOFTWARE PROVIDED HEREUNDER IS PROVIDED “AS IS” AND RWS MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE RWS SOFTWARE OTHER THAN THAT THE RWS SOFTWARE WILL CONTINUE TO MEET THE DOCUMENTATION.  RWS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. No advice or information, whether oral or written, obtained from RWS or elsewhere will create any warranty not expressly stated in this Agreement.


Partner warrants and represents to RWS that:

11.1 Partner is validly existing under the laws of its place of incorporation and has the power and authority to carry on its business as such business is being conducted;

11.2 Partner has the power and authority to enter into and observe its obligations under this Agreement;

11.3 Partner will comply with all applicable laws and regulations that are related in any way to the performance of its obligations under this Agreement;

11.4 Partner has all necessary licences, approvals, permits and consents to enter into this Agreement and perform its obligations under this Agreement; 

11.5 Partner will not make any representations or warranties with respect to the RWS Software or its services which exceed the limited warranties made by RWS hereunder; and

11.6 Partner shall conduct its business and affairs in an ethical manner and consistent with the provisions of RWS’s Code of Conduct.


12.1 Neither party shall exclude or limit its liability for: (a) death or personal injury caused by its negligence; or (b) any fraudulent misrepresentation on the part of RWS or Partner; or (c) any other liability that cannot be excluded by law. 

12.2 Neither party shall be liable to the other for any indirect, special, exemplary, incidental or consequential damage, whether based on contract, tort, strict liability or any other legal theory, howsoever caused and whether such loss or damage was foreseeable, known, foreseen, or the party was advised of the possibility of such damage. RWS’s total cumulative liability under this Agreement shall not exceed the amount of the fees paid by the Partner for the RWS Software, RWS Support Services, and/or related services under an applicable Order Form or Statement of Work (as applicable to the claim) during the preceding twelve (12) months which gave rise to a claim.


The obligations of each party provided herein are necessary and reasonable in order to protect the other party and its business, and both parties expressly agree that monetary damages may be inadequate to compensate for a breach by a party of its covenants and agreements set forth in the Agreement. Accordingly, both parties agree and acknowledge that any such violation or threatened violation may cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the non-breaching party may be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the other party, without the necessity of proving actual damages.


14.1 Termination for Cause. Either party may terminate this Agreement and all licenses granted hereunder if the other party (i) breaches any material terms of this Agreement and fails to cure such breach within thirty (30) days after written; or (ii) terminates or suspends its business activities, becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.   

14.2 Rights upon Termination or Expiration. The termination of this Agreement shall be without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination. Except as otherwise agreed hereunder, upon termination of this Agreement for any reason, including any applicable Schedule: a) all licenses granted to the Partner hereunder shall cease; b) each party shall immediately cease using the other party’s marks; c) Partner status as an official RWS Partner shall immediate cease;  and d) each party shall return to the other party (or destroy if so instructed) all Confidential Information of the other party, including any copies made in whole or in part of the same; and if requested, each party shall furnish the other party with a written statement certifying that the same has been completed. 

14.3 Survival. The rights and obligations of the parties which by their nature extend beyond the expiration or termination of the Agreement shall survive termination or expiry of this Agreement. 

14.4 No Compensation. Partner shall not be entitled to any costs and/or compensation (whether for loss of goodwill or otherwise) as a result of the termination of this Agreement in accordance with its terms. 


15.1 Assignment. Subject to providing prior notice to Partner, RWS may assign this Agreement to an Affiliate without Partner’s consent. Partner will have no right to assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without RWS’s prior written consent (which shall not to be unreasonably withheld). Any attempt to assign this Agreement without such consent, will be null and of no effect.  Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

15.2 Force Majeure.  Neither of the parties shall be obliged to meet any obligations, including any guarantee obligation agreed between the parties, if it is prevented from doing so as a result of force majeure. Force majeure shall include but not limited to: (i) government measures, (ii) electricity failure, (iii) faults affecting the internet, computer network or telecommunication facilities, (iv) war, (v) terrorism, (vi) riot, (vii) acts of God, and (vii) governmental action.  If a situation of force majeure lasts for longer than forty-five days, either of the parties shall be entitled to terminate the Agreement upon written notice. 

15.3 Rights of Third Parties Except where expressly provided to the contrary, this Agreement is not intended to be for the benefit of, and shall not be enforceable by any person who is not named at the date of this Agreement as a party to it or any person who claims rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and neither party can declare itself a trustee for the benefit of a third party.

15.4 Nonexclusive Remedy.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

15.5 Waiver.  The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

15.6 Severability.  If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

15.7 Entire Agreement. This Agreement, including any Schedules hereto constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.  Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.  Any terms and conditions contained in any purchase order that are inconsistent with or in addition to the terms and conditions of this Agreement will be deemed stricken from such purchase order, unless expressly agreed to in writing by RWS.

15.8 Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (i) delivered in person, (ii) sent by registered mail return receipt requested, (iii) sent by overnight air courier, (iv) by facsimile, or (v) by electronic mail sent by either party’s authorised representative to the other party’s authorised representative, and in each case forwarded to the appropriate address set forth herein or to such other addresses either party may substitute by written notice to the other in such a manner. 

15.9 Applicable Law. This Agreement shall be interpreted and construed in accordance with the laws of England without regard to conflict of law principles. In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts of England and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. 

15.10 Counterparts and Signature.  This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile signature or by other electronic means, such as portable document format (.pdf) file, shall be sufficient to bind the parties to the terms and conditions of this Agreement. This Agreement shall be written and executed in, and all other communications under or in connection with this Agreement shall be in, the English language.



THIS REFERRAL SCHEDULE (“Referral Schedule”) is part of and subject to the Agreement and is hereby incorporated by reference. Any terms not defined in this Referral Schedule shall have the meaning assigned to them in the Agreement. 


”Customer” means a third party that acquires a license to use RWS Software under a Customer Agreement pursuant to this Referral Schedule.

“Customer Agreement” means a written agreement between RWS and Customer under which RWS Software is provided to such Customer pursuant to this Referral Schedule.

“RWS Deal Revenue” means only the net cash value effectively received by RWS from a Customer for the initial order (for up to one year) for a given RWS Software including any associated RWS Support Services fees and consulting fees (if applicable), excluding any follow up or renewal orders, taxes and or charges of any kind. 

“Qualified Referral” means each new Customer opportunity for RWS Software referred by Partner to RWS (i) for whom RWS was not aware of or is not currently in negotiation with; (ii) for whom Partner shares with RWS the scope of  the project, its requirements, the approximate budget, the decision timeline and other material information about the new sales opportunity and provides or facilitates initial introductions to decision making individuals of the Customer; and (iii) RWS has confirmed the registration of the opportunity for compensation in accordance with the Agreement and with whom RWS, at its own discretion, enters into a fully executed Customer Agreement.


2.1 Partner will formally notify RWS of a prospective Customer opportunity by completing a Lead Registration Form to be submitted by Partner electronically through (i) the following link:, or (ii) any other form of notification agreed between the parties in writing.

2.2 RWS will determine in its sole discretion whether the prospective Customer opportunity qualifies partner for a Reward (as defined below) or not. The Partner will not qualify for a Reward under the following conditions: (a) RWS is already aware of the prospective Customer opportunity, or (b) the prospective Customer opportunity has been previously submitted as a registration referral by another third party, or (c) in cases where the prospective Customer would have contacted RWS in relation to the opportunity anyway on the basis of an existing contractual relationship with RWS.  

2.3 RWS will notify Partner of its determination. If a registration would not qualify for Reward, RWS will promptly communicate to the Partner in writing. In case the prospective Customer is not qualified by RWS, RWS shall have no further obligations towards Partner and Partner shall then be free to deal with such prospective Customer at its sole discretion.  If a registration is accepted, and when applicable or relevant, Partner shall provide feedback and guidance throughout the sales cycle to facilitate the conclusion of the Customer Agreement.


3.1 Subject to compliance with the terms of this Agreement and Section 4.1 below, Partner will earn  a one (1) year subscription to the RWS Software (hereinafter the “Reward”). Partner’s use of the RWS Software will be governed by the terms and conditions of the EULA located at ://, and is hereby incorporated by reference.  

  3.2    The Partner acknowledges and agrees that the Reward is the sole and exclusive form of compensation it may receive for its engagement under this Referral Schedule. 

  3.3 RWS has no obligation to award a Reward for a Qualified Referral, where the referral process has not been completed by Partner, or the registration has been formally rejected by RWS or the registration is completed after the sale of RWS Software. 

3.4 The Partner is solely responsible and fully liable for any tax consequences derived from the receipt of the Reward under this Agreement. Partner will indemnify and hold RWS harmless for any lack of compliance with any tax obligations related to the Reward.


4.1  Upon RWS´s receipt of the RWS Deal Revenue from the Customer, the Reward provided in Section 3.1 hereunder will be applied by RWS and the respective Reward value will be notified to Partner. 

4.2   The Reward given to Partner for successful Qualified Referrals will be valid for 1 year from issuance of the Reward.