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Client Terms and conditions for the supply of translation services

1. Definitions

1.1 In these Terms of Business the following definitions apply:-

‘The Company’ means UK Language Solutions Ltd.

‘Client’ means the person, firm, and organisation, statutory or corporate body together with any subsidiary or associated units to whom the Translator is engaged.

‘Engagement’ means any use of the Translator’s service on a temporary basis.

‘Language Provider’ means the individual whose services are supplied by UK Language Solutions Ltd to the Client.

1.2 The headings contained in these Terms & Conditions are for convenience only and do not affect their interpretation.

2. The Contract

2.1 These Terms constitute the contract between The Company and the Client for the supply of the Language Provider services by The Company to the Client and are deemed to be accepted by the Client by virtue of its request for Engagement of the Translator.

2.2 No variation or alteration to these Terms shall be valid unless approved by a Director of The Company in writing.

2.3 Unless otherwise agreed by a Director of The Company, these Terms prevail over any terms of business proffered by the Client.

3. Quotation and conclusion of agreement

3.1 As long as The Company has not had an opportunity to assess the nature of the entire document submitted by a client to be translated and/or otherwise edited, any quotation provided in this respect along with the fee and/or delivery time stated therein, shall be free of obligation and may at all times be withdrawn or modified.

3.2 The Client shall be deemed to have entered into an agreement at such time as he submits an order. The time at which such order is submitted shall be deemed to be when The Client sends an order for a translation to The Company or presents it to the latter. An order for a translation may be sent by post, e-mail or fax but also by verbal request.

3.3 In order to confirm the submission of the order by the Client, The Company shall send the client an e-mail to this effect. Failure to send this e-mail shall in no way bar the Client from entering into this agreement. The e-mail sent by The Company shall confirm that the latter has entered into the agreement in question.

3.4 The Company shall treat as its Client the person who submits an order to it, unless he expressly indicates that he is acting on the orders, on behalf of and/or at the expense of a third party, provided that he stipulates the name and address of this party.

4. Delivery time and deadline

4.1 The agreed delivery time is indicative and The Company undertakes to do all in its power to comply with it. Should it appear that it will be impossible for it to ensure timely delivery due to exceptional circumstances, The Company undertakes to notify its client to this effect forthwith.

4.2 In the unlikely event that the relevant deadline is missed The Company shall not be liable for any compensation.

4.3 Delivery shall be deemed to have occurred at such time as The Company effects despatch by e-mail or, if applicable, post, fax or courier.

5. Modification or withdrawal of order

5.1 In the event that after an agreement is concluded, the Client makes changes of a limited nature, this to be determined solely at the discretion of The Company, the latter reserves the right to adjust any relevant delivery time and/or fee to accord with such modification.

5.2 The Company undertakes to e-mail the Client confirmation of any change made to an order, delivery time or fee after the relevant agreement has been concluded once it has assented to such change.

5.3 In the event that the Client withdraws an order after it has been submitted, he shall be liable for payment of the agreed sum in full, unless The Company indicates that a discount may be granted. The extent of such discount shall be determined solely at The Company’s discretion.

6. Proficient fulfilment of orders and confidentiality

6.1 The Company gives an undertaking to the Client that it will ensure that any order for a translation will be fulfilled to the best of its ability and expertise.

6.2 Subject to its responsibility for the proficient fulfilment of an order, The Company shall be entitled to engage the services of a third party, i.e. an independently operating proficient translator, for the fulfilment of such order. Based on its experience in and knowledge of the translation market, The Company undertakes to engage the services of one or more external translators for a specific order (or part thereof), to the best of its ability and expertise, having regard as far as possible to the nature of the order in question.

6.3 The Company undertakes to treat all information provided by the Client as confidential. Furthermore, The Company undertakes to alert any external translator whose services it engages, to his duty to ensure the confidential treatment of information and any documentation it may have obtained. Nevertheless The Company cannot be held liable for the unlikely event that a third party may fail to comply with his duty of non-disclosure.

7. Standard and other fees, and payment

7.1 In principle, the standard fee shall be based on a rate per word and shall be calculated on the basis of the number of words in the document that has been translated (the target document), multiplied by the applicable rate per word, unless The Company comes to some other agreement with the Client. The applicable rates shall be sent out in the relevant quotation.

7.2 The Company shall supplement the aforementioned standard fee with a surcharge in the event that the document that is to be translated, requires additional work, is of an extraordinary or specialist nature, or if it needs to be translated very urgently (more urgently than The Company’s short standard delivery times), or if more expenses need to be incurred for any other purpose, (i.e. registered postal charge) which exceed what The Company could reasonably have expected.

7.3 The charges are invoiced to the Client on a weekly basis, unless otherwise agreed, and invoices are payable within thirty (30) days of the invoice date. Payment of invoices outside these terms will be subject to the remedies contained within the provisions of the Late Payment of Commercial Debts (Interest) Act 1998.

7.4 Charges are 100% on receipt of invoice and within 30 days unless otherwise agreed with The Company prior to commencement of The Contract or an assignment. After 30 days, non-payment of Charges will automatically accrue interest at the rate of 8% per annum over base rate, applicable to all overdue sums from the date they first became due to the date they are paid in full.

7.5 At any time after the passing of 30 days, UK Language Solutions reserves the right to take legal action in order to recover the amount owed from The Client. Should this occur, The Company shall charge an administrative fee of £100 to The Client, to be added to the invoice. The Client shall also be responsible for any legal fees. Discounts on quoted prices will not be honoured and will be at the full rate not the discounted cost if the full invoiced amount is not paid within 30 days.

7.6 If an invoice becomes 30 days overdue, a letter requesting payment will be sent to The Client advising them of this, for which a £25 administration charge will apply.

7.7 If an invoice becomes 60 days overdue, a letter requesting payment will be sent to The Client advising them of this, for which a £25 administrative charge will apply.

7.8 If an invoice becomes 90 days overdue, a letter requesting payment will be sent to The Client advising them of this, for which a £25 administrative charge will apply.

7.9 If Charges are not settled in full within 120 days of the original invoice date, UK Language Solutions fully reserves the right to automatically commence legal proceedings in order to recover outstanding fees from The Client. An administrative charge of £100 will be made and The Client shall also be liable for all interest charges and legal fees incurred.

8. Complaints and disputes

8.1 The Client shall be required to notify The Company of any complaint about a translation as soon as possible but no later than ten (10) working days following delivery. The submission of a complaint shall under no circumstances discharge the client from his duty to effect payment.

8.2 Should the Client raise any question about the accuracy or quality of a translation which clearly goes beyond any polemical dispute about the most appropriate or best translation of one or several words, The Company undertakes to comment on this through the relevant external translator. In the event that The Company can reasonably show that the translation in question has definitely been proficiently executed, it shall be entitled to charge the client concerned for any additional time involved.

8.3 If a complaint (or part thereof) is well-founded, The Company undertakes to do all in its power to ensure the urgent and proficient correction of the product that has been delivered, in consultation with the Client in question, or in the event that the client prefers it, to present the latter with a discount on the agreed fee amounting to part but no more than the total sum thereof. All of the foregoing shall be done with a view to achieving a reasonable solution for all the parties involved.

9. Liability and indemnification

9.1 Unless The Company states otherwise, The Client agrees (to include any associated companies of The Client) that they will refrain either directly or indirectly from approaching, soliciting or employing the Translator who undertook the work under the Contract within 18 months from the termination of the said Contract. Should the Client be found to be in breach of this clause, they agree to pay The Company an amount equal to both the aggregate remuneration paid by The Company to The Translator for the year preceding the date on which The Client employed The Translator, and the equivalent of one full year’s pro-rated pay for any money paid to the Translator by The Client.

9.2 The Client shall only be entitled to hold The Company liable for loss or harm that can be shown to be a direct result of any default that may be attributed to it. The Company shall under no circumstances be liable for any other form of loss or harm, such as loss of business, loss due to delay or loss of earnings. Whatever the case, liability shall be limited to a sum equivalent to the fee charged for the order in question.

9.3 The assessment of the question as to whether a document that is to be translated or the translation thereof entails certain risks of bodily injury shall be performed entirely at the risk and expense of the Client.

9.4 The Client shall be deemed capable of checking any parts of a translation supplied by The Company which are important to him or which are of an essential nature, such as figures and/or important contractual terms and conditions of the parties to an agreement, and medical information, in view of the fact that, whereas The Company produces translations to the best of its ability and expertise, it can under no circumstances by held liable for consequential or other loss or harm suffered as a result of a human error in the translation of any of the aforementioned parts.

9.5 The Client undertakes that the materials submitted for an assignment shall be free of any content that is of an obscene, blasphemous or libellous nature and shall not directly or indirectly infringe the Intellectual Property Rights of any third parties.

9.6 The Client consents to indemnify The Company, employees and Translators from all losses, damages, injuries, costs and expenses of whatever nature suffered by The Company, which includes The Company’s use or possession of any materials and processing of any data (referred to in section 1(1) of the Data Protection Act 1998) provided by The Client for the provision of services and includes the breach of any Third Party Intellectual Property Rights regarding such materials.


10.1 The Company shall in no way be liable for the faulty translation of ambiguities in specific parts of the source document.

10.2 Unless otherwise stated, translations are considered to be for information quality only and should be suited to their stated purpose, target readership and the specified level of quality.

10.3 The Company (which includes any Translator(s), agents and sub-contractors) shall not be liable for damage to or the loss of any documents which its client places at its disposal. Nor shall The Company be liable for any loss or harm occasioned by the use of information technology, the Internet and modern means of telecommunication.

10.4 The Company’s liability shall be limited only to the invoiced value of the work regardless of the grounds.

11. Cancellation

11.1 If the Client or a third party should commission and subsequently cancel, reduce in scope or cause undue delay through an act or omission on their part, The Client shall pay the full contract sum unless otherwise agreed in advance.

11.2 Should the Client fail to fulfil his duties or in the event that he is bankrupt, The Company shall be entitled to cancel all or part of a valid agreement or to suspend its execution without being liable for compensation. In this case The Company shall be entitled to immediate payment of any sum owed to it.

11.3 In the event that The Company fails to fulfil its duties due to any circumstances beyond its control, it shall be entitled to cancel the relevant agreement without being liable for compensation. Such circumstances shall at any rate be deemed to include but shall not be confined to fire, accidents, illness, strikes, rioting, war, transport obstructions, measures taken by the appropriate public authorities, or any other circumstances that are beyond The Company’s control.

11.4 If for whatever reason we have to cancel your booking, we will endeavour to give you as much prior notice as possible either by phone, email, text, fax or any other appropriate method of communication. No charges will be incurred by the client.

12. Copyright

12.1 Unless expressly agreed otherwise, The Company shall retain copyright to any translation produced by a translator.

12.2 The Company accepts an order from The Client on the premise that the performance of the translation task will not infringe any third party rights, and The Client undertakes to keep The Company and/or The Translator(s) free from any claim of infringement of copyright and/or other intellectual property rights at all times.

12.3 The Client undertakes to keep The Company and/or The Translator absolved of any legal action, which may result from the content of the original material or in its translation.

13. LAW

These Terms are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.

14. Amendment of general terms and conditions

The Company shall at all times be entitled to amend these general terms and conditions without giving notice to this effect. Nevertheless, The Company undertakes to ensure the proper provision of these general terms and conditions upon request.

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