Languages for Business Limited

Written translations and associated services:

Terms & Conditions of Service

Any individual or corporate body (hereafter “the Client”) who places a firm order for translation, localisation, revision, editing or any other professional language service enters into a binding contract with Languages for Business Limited (hereafter “LFB”). 

In the absence of any express written agreement to the contrary, LFB contracts exclusively on the terms and conditions set out below, and any contract to which LFB is a party is subject to and incorporates these terms and conditions. Any translation or other service delivered by LFB to the Client shall be deemed to have been made subject to these terms and conditions irrespective of anything to the contrary contained in the Client’s own terms and conditions, unless the Client shall have specifically drawn the attention of LFB to the Client’s own terms and conditions at the time of placing the order with LFB and LFB shall have accepted them in writing.

1. Specification of Requirement

1.1. When ordering a language service, the Client shall wherever possible and always when specifically asked provide exhaustive and detailed instructions about all relevant aspects of the assignment. In the case of a translation assignment, the Client shall clearly indicate the target group and intended purpose of the translation, for example whether it is required for:

• information only
• publication and advertising
• legal purposes or patent proceedings
• any other purpose where the particular rendering of the text by the translator employed is liable to be of consequence.

1.2. Where the purpose of a translation is not disclosed to LFB, LFB will execute the translation to the best of its judgement in accordance with one of the purposes specified in the above itemisation as if its purpose had been disclosed.

1.3. Should the Client later wish to use a translation for a purpose other than that for which it was originally supplied, the Client shall obtain confirmation from LFB or from another competent authority that the translation is suitable for the new purpose before using the original translation.

1.4. LFB reserves the right to amend and adapt any such translation previously supplied (if necessary, and if requested to do so by the Client) so as to render it appropriate for the new purpose and to make a further charge for such work.

1.5. In the event of the Client using a translation for a purpose other than that for which it was originally supplied and such usage then fails to meet expectations, the Client shall not be entitled to any compensation from LFB, and the Client shall indemnify LFB against any loss arising to LFB in goodwill or otherwise as a result.

1.6. The Client shall provide LFB with all of the necessary documents for the assignment and, if possible or if so asked, other auxiliary materials such as previous translations, term lists, publications, illustrative references, other basic information, and expert help. In addition, the Client shall provide answers to queries from LFB about the text in writing (for example, shall when asked to do so clarify any ambiguities or defects in the text submitted for translation).

1.7. LFB shall be under no obligation to point out or to correct any errors of whatever nature in any material supplied by the Client to LFB for translation and shall not be held liable for any consequential loss or damage of whatever nature arising from such errors.

2. Pricing, Quotations and Delivery Times

2.1. The cost of the translation or other language service shall be determined in accordance with the appropriate scale of charges applied by LFB to the particular type of service required, or in accordance with a framework agreement that LFB has entered into with the Client. In preparing a quotation, LFB reserves the right to suspend its normal scale of charges, but will on request explain the reason(s) for doing so.

2.2. All costs are quoted exclusive of VAT, which will be added, where applicable, at the rate in force on the date of invoicing.

2.3. In the event that the Client cancels a confirmed assignment placed with LFB, LFB shall be entitled to make a cancellation charge not exceeding the value of the full assignment had it been completed. If an assignment is cancelled, LFB will immediately send the Client a copy of any work already started as at the date of cancellation as evidence of the charge made for partial completion.

2.4. Binding quotations shall not be given unless LFB has had the opportunity to view all of the finalised / signed off documentation in question. Quotations for material of which LFB has not had sight shall be subject to confirmation of the price upon receipt of the actual documents for translation. 

2.5. The Client shall give a clear indication of the delivery requirements when submitting texts for translation, and LFB will make every reasonable effort to meet the Client’s requirements. However, late delivery shall not entitle the Client to withhold payment for work carried out.

2.6. Where a delivery date constitutes a material part of an assignment accepted by LFB, this must be disclosed to LFB by the Client at the outset so that LFB can determine whether it can be met.

2.7. Times stated for delivery by LFB whether in writing or verbally are bona fide estimates which LFB will endeavour to achieve but LFB cannot guarantee the same and no liability shall attach to LFB in the event of delay to a delivery. Delay shall in no circumstances amount to or be deemed to be a breach of contract; nor shall the Client be entitled to treat the contract as repudiated by reason of the delay.

2.8 Delivery is deemed to have taken place on the date of posting, delivery to a carrier, or after transmitting the work by email or FTP, as the case may be, whereupon the risk shall pass to the Client.

2.9. LFB will take every care in the selection of its carriers and means of transmission but cannot be held liable for the loss of any document dispatched or consequential loss or damage thereof, nor shall LFB be liable for errors that may occur during electronic transmission of data.

2.10. LFB reserves the right to sub-contract parts of the assignment to a contractor of its choice in order to meet the Client’s requirements. The contract shall not be assigned nor sub-contracted by LFB as a whole. If parts of the contract are sub-contracted, LFB will remain responsible for the execution of the whole contract except where the sub-contracting was done on the instructions of the Client.

3. Quality of Work

3.1. LFB is certified to and committed to the principles of the quality standard ISO 9001 : 2015. . Therefore, if any of our work falls below the requirements of that said standard and/or other reasonable expectations, LFB will be given the opportunity and a reasonable time within which to follow up on the matter in a systematic manner in co-operation with the Client.

4. Corrections and Alterations, Checking and Approval 

4.1. The Client shall inform LFB immediately and in any case within a maximum of eight (8) days from the date of delivery if it considers the delivery to be defective in any way. LFB reserves the right to correct the discovered defects and mistakes within an agreed period of time. 

4.2. If the Client wishes to make any alterations to the translation which are not directly attributable to any defects claimed, the Client should make these alterations in cooperation with LFB, failing which LFB shall not be responsible for the consequences of any alterations made by the client after LFB has delivered the translation to the Client. 

4.3. If the Client (or the Client’s client) wishes to have changes made to a translation delivered by LFB and requests that LFB implement such changes, LFB reserves the right to make a separate charge for such alterations/amendments except where such rectification is required as a result of objective defects in the translation delivered by LFB. Complaints about the quality of the translation must be made in writing with precise details given to enable LFB to respond. 4.4. When a translation is delivered to the Client for checking and approval prior to final delivery, the Client shall give LFB its feedback within an agreed period of time in order to enable LFB to finalise the assignment, especially if delivery is subject to an agreed delivery date.

5. Liability

5.1. LFB shall not be liable for the consequences of any defect, error or omission in any source text submitted by the Client for translation, whether such defect, error or omission relates to wording, grammar, punctuation, correct use of accents  or any other aspect. Furthermore, LFB shall be under no liability to the Client whatsoever in respect of any errors in transmission by email, facsimile, or other means of written communication. It is the Client’s obligation to supply LFB with material for translation that is in a legible form, particularly handwritten or scanned material. In the event that material supplied by the Client is not clearly legible, LFB will advise the Client and may at its discretion decline to undertake or to complete the assignment, in which case LFB shall not be liable for the non-completion of the assignment nor for any resulting loss or damage.

5.2. LFB shall not be liable for any errors in its translation of abbreviations, the transliteration of names and other proper nouns from one script to another, for discrepancies when converting measurements from one system to another, and neither shall LFB be liable for errors resulting from the illegibility or incompleteness of any source material supplied by the Client or for any consequential loss or damage.

5.3. LFB’s liability for damages shall be limited to the agreed fee or the fee invoiced for the assignment.

5.4  In the case of translations for publication, LFB shall not be responsible for any errors or omissions in the final proof unless it is submitted to us for a final check prior to going to print. All figures and codes will be left for the Client to check and LFB will not be responsible for any errors in the figures. In case where LFB submits proofs or texts to the Client for final approval, LFB cannot be held liable for any errors not corrected by the Client at that time, or any amendments or modifications made by the Client to the proofs or texts so submitted and not discussed with LFB prior to publication.

6. Copyright and Property

6.1. Where copyright exists in texts to be translated, it is presumed that the Client has obtained all necessary consents to have such translations made. The Client shall indemnify LFB in respect of any claims, proceedings, costs and expenses arising out of any infringement of copyright, patent or other third party right. In agreeing to translate the text, LFB implicitly licences the Client to reproduce and publish the translated text insofar as copyright subsists in the translation of the text upon receipt of the agreed payment for the work in which LFB’s copyright exists (see 6.3 below). The Client shall remain liable under the contract and for the contractual price notwithstanding any inadvertent breach of copyright on the part of LFB.

6.2 Where translation memories are created and managed by LFB to enhance the quality and delivery times of translations, these translation memories remain at all times the property of LFB unless an agreement is made in advance between the Client and LFB.

6.3 Title to the copyright embodied in any translation produced by LFB shall only pass to the Client when all monies owed by the Client to LFB Translations in respect of the said translation, including any interest payable in respect of late settlement of account, are paid in full.

6.4. Nothing within these terms and conditions shall be construed as giving the Client any intellectual property rights to any material, including computer software and systems, whether developed by LFB or by third parties, that LFB may use in the execution of translations or the transmission of data to the Client.

6.5. Unless otherwise agreed in writing, for any particular assignment, or any agreement for repeat work, LFB reserves the right to re-use for other assignments any translation memory content created during the execution of a translation assignment ordered by that Client.

7. Mutual Confidentiality

7.1. LFB is fully aware of the highly sensitive nature of some of the work it undertakes and some of the information it acquires during the course of its relationships with its clients. It therefore undertakes to maintain strict confidentiality in all aspects of the work carried out for its clients.

7.2. LFB undertakes not to disclose to any person nor to copy or to use for any purpose whatsoever any confidential information relating to its clients’ business affairs, including but not limited to information about its clients and their clients, employees and subcontractors, prices or any other matter or information about its clients and their business or the business of its client’s clients. This undertaking of confidentiality applies to all matters and information not freely available to the public.

7.3. If in the course of an assignment LFB makes available to the Client any know-how or information, including the identity of its subcontractors, the Client shall treat such know-how or information as confidential and shall not use such know-how or information in any way and nor shall it disclose it to any third party.

7.4. If the identity of one of LFB’ subcontractors becomes known to the Client in connection with an assignment from the Client which the subcontractor in question is working on, the Client shall be prohibited from contacting the subcontractor in question for any future translation assignments.

8.  Data Protection

8.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions and any Agreement, it will at all times comply with the relevant provisions of the Data Protection Act 2018.

8.2. The Company acknowledges that if we are required to process any data in the course of providing services governed by this Agreement we shall do so only on your instructions and subject to your compliance with applicable data protection legislation. 

For further details of LFB’s procedures regarding the control and processing of personal data, please refer to LFB’s Data Privacy Notice available separately.

9. Force Majeure

9.1. In the event of a Force Majeure, LFB shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both LFB and the Client to withdraw from the assignment, but in any event, the Client undertakes to pay LFB for work already completed. LFB will assist the Client to the best of its ability to place the assignment elsewhere.

9.2. Force Majeure shall be Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected LFB’s ability to complete the assignment as agreed.

10. Illegal matter

10.1. The Client shall not ask LFB to translate any matter which, in the opinion of LFB, is or may be of an illegal or libellous nature. The Client will indemnify LFB in respect of any claims, proceedings, costs and expenses arising out of any illegal or libellous matter printed on behalf of the Client.

11. Payments

11.1. Unless otherwise agreed for any particular assignment or in any agreement for repeat work, LFB’s terms of payment are net 30 days from the date of the invoice. Failure to adhere to the terms of payment agreed between the Client and LFB shall entitle LFB to abandon any assignment in hand, without prejudice to any rights of LFB whatsoever. LFB reserves the right to charge interest on overdue amounts at the rate of 2 per cent per annum above the Bank of England base rate.

11.2. Should any work be suspended at the Client’s instigation for a period of more than 30 days during the course of any assignment, all costs incurred up to and including the date the work was suspentedwill be invoiced and any materials ordered in connection with the project will be invoiced in full.

11.3. LFB reserves the right to charge a payment for work in progress where the production time is in excess of 60 days. LFB also reserves the right to request payment, in part or in full, in advance or on receipt of goods for work undertaken.

12. Disputes and Applicable Law

12.1. As part of LFB’s commitment to the principles of the ISO 9001 standard, it operates a quality management system to help prevent complaints arising in the first place, and it has a formal complaints handling process to help it address the issues involved if any complaint is made. In the event of a complaint from one of LFB’s clients about the quality of its services in general or about the quality of a specific assignment, LFB must be given the opportunity to address the complaint within a reasonable period of time and to enter into correspondence with the Client about the issue with a view to resolving it to the mutual satisfaction of both parties.

12.2. These general Terms and Conditions of Service shall be interpreted in accordance with the law applicable in England and Wales.

©LANGUAGES FOR BUSINESS LIMITED, 2019

Version 3: 18/Jun/2019