For the purpose of these Terms and Conditions “MLH”, “we”, “our” or “us” refer to My Language Hub Ltd. (company No. 10359045, with registered office at St. Christophers House, Ridge Road, Letchworth Garden City, Hertfordshire, SG6 1PT) and “Client” or “you” represents the company, firm, body, organisation, or person contracting My Language Hub Ltd. to undertake service(s) on its behalf.
“Agreement” is defined as the agreement between the Client and MLH governed by these Terms and Conditions.
“Terms and Conditions” means these terms and conditions.
“Order” means a confirmed request by you for our Services.
“Services” means translation services performed by us for you.
“Work materials” means any information communicated or transmitted to us by you in order to perform the Services provided herein.
“Confidential Information” means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.
By submitting an Order, the Client enters into a binding Agreement with MLH, covered by the following Terms and Conditions:
No terms or conditions other than those set out herein nor any variation thereof shall be binding on MLH unless otherwise specifically agreed in writing by a director of MLH. These Terms and Conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing; any terms or conditions proposed by the Client are hereby excluded.
2. INTENDED USE OF TRANSLATION SERVICES
2.1. The Client shall clearly indicate in writing the intended use of the translation.
2.2. Unless otherwise requested in writing a translation is undertaken for information and understanding only, which is of a high enough standard for use in general correspondence.
2.3. If requested in writing, the translation may be the final document which will not be further edited by the Client or other-related third parties nor be required for:
- Contracts, insurance, patents and other legal purposes,
- Printing or publication,
- Any other purposes, where the particular rendering of the text is liable to be of consequence, all of which will necessitate a higher level of accuracy and/or proof-reading and therefore will be subject to a proof-reading charge, which will be discussed at the quotation stage.
2.4. Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation in writing from MLH that the translation is suitable for the intended new purpose. MLH reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.
2.5. Where the purpose of the translation is not disclosed to MLH, MLH shall proceed with the translation as if it were for information purposes only.
2.6. MLH may indicate the standard for which the translation was supplied and will determine the charge accordingly.
3.1. Quotes are not binding on MLH and are subject to confirmation by MLH upon receipt of the Client’s order. No Agreement shall be concluded until such confirmation is given. Written quotations remain valid for 7 days after dispatch and thereafter will lapse unless otherwise stated in writing.
3.2. Quotes are created on the basis of the Client’s description of the source material, the purpose of the translation and other instructions. Such quotes may be amended at any time, according to the Client’s written instructions and/or requirements.
3.3. Quotes are created in pound sterling (GBP). When a currency other than sterling (GBP) is required, quotes shall be based on the rate of exchange at the time of quoting and, unless otherwise stated, the price is subject to exchange rate fluctuations at the date of invoice.
3.4. Information provided in MLH’s brochures, website or other published material is a general description only and does not form part of these Terms and Conditions.
4.1. Unless otherwise stated, invoices are issued in pound sterling (GBP) and are exclusive of value added tax. The invoice shall include all appropriate taxes and expenses incurred in for the provision of our service. The Client shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such charges.
4.2. Payment is requested by direct bank transfer, e.g. BACS or CHAPS, unless otherwise specified in writing on the invoice. All payments shall be made without deduction or set-off of bank charges.
4.3. Payment must be received within 14 days of the date on which the invoice is issued, unless specifically agreed in writing by a director of MLH. Discounts included on quotes may only be applied if invoices are paid within 14 days of receipt.
4.5. Services will be invoiced in full on completion unless the duration of the work exceeds one full month. Services provided continuously for over one month will be invoiced upfront for 50% of the total estimated value of the work and 50% on completion of the project.
4.6. Without prejudice to MLH’s other rights, we reserve the right to levy a service charge equal to the greater of 8.5% per month on the amount outstanding beyond the due date to cover financial and administrative costs. Should it prove necessary for us to engage the services of debt recovery agents, a surcharge equalling the fees of such agents will be applied to the outstanding amount unpaid to recover the costs.
4.7. Failure to pay any invoice in accordance with these Terms and Conditions, or any others specified in writing at the time, shall entitle us to suspend further work both on the same order, and on any other order from you, without prejudice to any other right we may have.
5. WORK COMPLETION
5.1. The delivery date agreed by MLH and the Client is given and intended as an estimate only. MLH will make every endeavour to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such estimated date. Whilst we shall make every reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Services provided.
5.3. MLH reserves the right to sub-contract all or part of the work to a contractor(s) of its choice. We shall not be liable for failing to deliver or perform if the failure or delay is due to the non-delivery or non-performance by the subcontractors.
5.4. In case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Lockdown, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected MLH’s ability to deal with the order from the Client) MLH shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both MLH and the Client to cancel the order but the Client agrees to pay MLH for work already completed. MLH will assist the Client, to the best of its ability, to complete their order.
Delivery may take place by email, post or courier, and the risk shall pass to the Client. However, MLH will retain a copy of the translation and, in the event of there being any loss or damage, will forward a further copy free of charge.
Emergencies have an incidence on the necessary time to check and edit translation work, and even though MLH may apply a surcharge on urgent translation projects, we will not accept any liability for any work submitted on an urgent basis. Should the project require working overtime to be completed, or other additional costs being incurred, a charge will be made to cover the increased cost.
8. CANCELLATION AND SUSPENSION
8.1. If, for any reason, the Client cancels work which has been commissioned, charges will be payable for all the completed work up to the cancellation date and for all other costs and expenses which may apply as a result of the cancellation.
8.2. If the Client suspends or postpones work commissioned for a period of 21 days or more, charges will be payable for all commissioned work up to the date of suspension or postponement, and for all other costs and expenses which may apply as a result of the suspension.
9.1. To the maximum extent permitted by law, MLH shall not be liable to the Client for any: (i) loss of profit; (ii) loss of business; (iii) loss of revenue; or (iv) indirect or consequential loss; arising under or in connection with the Agreement, the Services or any Order.
9.2. Subject to clause 9.1 and to the maximum extent permitted by law, MLH’s aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Agreement, shall not exceed the price paid by the Client to MLH for the Services in the 12 months immediately prior to the liability arising.
9.3. MLH shall not be liable to the Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Agreement, whether orally or in writing, and the Client shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation.
9.4. In the event of the Client using work carried out for a purpose other than for which it was supplied, the Client shall not be entitled to any compensation by MLH.
9.5. The Client acknowledges that any materials submitted to MLH over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any materials.
10. QUALITY OF WORK
10.1. Whilst MLH shall endeavour to produce an accurate and idiomatic translation of the original text, the Client accepts that a translation may read differently from good original writing and, therefore, MLH shall not be liable for an alleged lack of advertising or impact on sales.
10.2. MLH shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall we be liable for errors resulting from illegibility of any material supplied by you or for any consequent loss or damage thereupon.
10.3. Subject to clauses 9.1 and 9.2 above, in the case of a material error or omission in work undertaken by MLH, we will amend the work provided that the Client has complied with its obligations under the Agreement. Any amendment of a translation shall be solely undertaken by us, and the Client must refer questions of material error or omission to us within 10 working days of the translation delivery date.
10.2. For all projects that require publication, MLH 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 MLH shall not be responsible for any errors in the figures.
10.3. Where the Translation Services imply providing proofs or texts to be submitted to the Client for approval, MLH shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.
11. ILLEGAL MATTERS
The Client warrants that the required translation does not infringe any copyright or other proprietary right, nor does it contain anything of an obscene, blasphemous or libellous nature and shall indemnify MLH in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty.
No oral representation of statement shall be binding upon MLH, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement.
13. USE OF SUBCONTRACTORS
13.1. Under these Terms and Conditions, no Client or Associate shall, for a period of one (1) year after termination of the Contract, either directly or indirectly, on their own account or for any other relevant person, firm or company, solicit, employ, endeavour to entice away from MLH or use the services of a translator, interpreter or any other relevant person who has provided the work to you on our behalf, unless otherwise agreed by MLH in writing. Should this clause be breached by the Client, MLH shall be entitled to demand indemnity according with the following:
(a) where the relevant person becomes an employee or supplier of such Client or Associate a sum equal to 50% of the gross annual remuneration of such relevant person or the sum of £10,000 whichever shall be higher, and
(b) in any other case, a sum equal to 50% of the gross annual earnings of such relevant person or a sum of £10,000 whichever shall be higher.
13.2. For the purpose of this clause “Associate” means any partner of the Client and any Company in which the Client or any firm in which he is a partner holds not less than one-third of the issued share capital (as defined in Section 737 of the Companies Act 1985) and any subsidiary of such company (as so defined) or in the case of a Client who is a company, any company which owns directly or indirectly not less than one-third of the issued share capital of the Client. “Relevant person” means any translator, interpreter, voice-over artiste, typist or other person who shall have been engaged either as an employee or independent contractor by MLH and who shall have provided work for such Client directly or indirectly through MLH within twelve (12) months preceding the use of their services by the Client or an Associate, as mentioned above.
The Copyright of the translation is the property of MLH and will be passed on to the Client only after full payment has been received for the translation. The Client hereby agrees to grant us (and our subcontractors) a licence to store and use the work materials for the duration of the Agreement and for the purposes of service provision.
15.1. Both parties agree not to use nor disclose to third parties any of the other party’s Confidential Information subject to clause 15.2, and in order for us to provide the Services.
15.2. Either party may disclose Confidential Information of the other:
(a) when required to do so by law or any regulatory authority, provided that the party required to disclose the Confidential Information, where practicable and legitimate to do so
(i) promptly notifies the owner of any such requirement; and
(ii) co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
(b) to its (or any of its associated companies) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made
(i) is informed of the obligations of confidentiality under these Terms and Conditions; and
(ii) complies with those obligations as if they were bound by them.
16. DATA PROTECTION AND GDPR
16.1. Each party shall ensure that, in the performance of its obligations under these Terms and Conditions and any Agreement, will comply, at all times, with the relevant provisions of the UK General Data Protection Regulation (UK GDPR), tailored by the Data Protection Act 2018.
16.2. MLH acknowledges that if we are required to process any data in the course of providing services under these Terms and Conditions, we shall do so only on your instructions and subject to your compliance with applicable data protection legislation.
17. GOVERNING LAW
The above Terms and Conditions shall be governed by and construed in all respects in accordance with the law of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the English courts.
These Terms and Conditions are subject to change without prior written notice.