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Terms and Conditions of Business
(January 2012)


In these conditions the following terms shall have the following meanings:

“Company” means UAB Henry Fox whose registered office is at Jaunimo 14, Domeikava, Kaunas, LT-54348 and whose registered company number is 3001 53650.

“Client” means the party instructing the Company to provide the Services.

“Contract” means any contract for the provision of Services by the Company to the Client incorporating these conditions.

“Fees” means the fees set out in the Company’s Rate Card (which is subject to change) calculated in accordance with the Timesheet or as agreed between the Company and the Client.

“Independent Contractor” means the person, firm or company who supplies Services to the Client under the Company’s instructions

“Interpreting Contract” means a contract for the act of oral translation of two or more parties speaking different languages incorporating these conditions.

“Services” means the provision of translation, proof reading, editing, interpreting, typesetting, consultancy, supply of equipment or such other services as agreed between the Company and the Client.

“Timesheet” means the document issued by the Company containing the hourly records and references in relation to the Services provided to the Client and which is ratified by the Client in the presence of the individual providing the Services and used as a binding reference for the calculation of the sum due based on the Fees.

“Translation Contract” means a contract for the translation of a version of a text written in one language to another language having identical meaning without loss of precision to the original material incorporating these conditions.


2.1     Subject to any variation under clause 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).

2.2     No terms or conditions endorsed on, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3     These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.

2.4     Each order or acceptance of a quotation for Services by the Client from the Company shall be deemed to be an offer by the Client to purchase the Services subject to these conditions.

2.5     No order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company provides the Services to the Client.

2.6     The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.7     Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.

2.8     The Court may strike out or override any part of these conditions which it considers invalid or unlawful (whether an entire clause or only part of one) and enforce these conditions as if the offending part had never been contained in it.


3.1     All employees, Independent Contractors or agents of the Company assisting in the provision of Services under a Translation or Interpreting Contract shall in all circumstances endeavour to give faithful rendering of the original communication, without deliberate addition or omission (except where additional explanation may be necessary to make clear cultural differences to resolve ambiguities or multiple nuances of meaning) and shall be responsible for the integrity of their work in accordance with the Code of Professional Conduct and terms and conditions to which they adhere.

3.2     If the performance of any Contract or any obligation under it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the Company (including computer systems failure) the Company shall give prompt notice to the Client and shall be excused from performance to the extent of the prevention, restriction or interference, but the Company shall use its reasonable endeavours to avoid or remove the causes of non-performance and shall continue performance under the Contract with the utmost despatch whenever such causes are removed or diminished.

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

4.       VARIATIONS:

4.1     The Client shall have the right, from time to time during the execution of the Contract, by notice in writing to the Company, to add, omit from, or otherwise vary the Services and the Company shall carry out such variations and be bound by the same conditions, in so far as they are applicable, as if the said variations were part of the Contract.  All the costs of such variations shall be borne by the Client.

4.2     Where the Company receives any such direction which would occasion an amendment to the Fees, the Company shall advise the Client of the cost of any such amendment ascertained and determined at the same level of pricing as was used to estimate the original contract costs.


5.1     The Client shall inform the Company of any specific intended use of the translation.  Where the purpose of the translation is not disclosed to the Company, the Company shall prepare the translation as if it were for information and understanding only.  In the event that the Client wishes to use a translation for a purpose other than that for which it was originally supplied, the Client should obtain confirmation from the Company that the translation is suitable for the intended new purpose.

5.2     Whilst the Company will endeavour to produce accurate and idiomatic translation of the Client’s original texts, the Client accepts that the translation may read differently from good original writing and that the Company accepts no liability for any loss including alleged lack of advertising or sales impact.

5.3     If the Client does not opt for proofreading service, the Client shall take full responsibility for the accuracy of the translation.

6.       DELIVERY:

6.1     Any dates specified by the Company for delivery of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

6.2     Any complaint in relation to the Services provided to the Client by the Company shall be submitted in writing by the Client within 10 business days of the provision of the Services.  The Company shall be given an opportunity to bring the Services up to the required standard where appropriate.

7.       URGENCY:

An additional payment in respect of urgent translations may be charged in accordance with clause 8.5 below.  However, due to the fact that such urgency may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work submitted on an urgent basis.


8.1     Fees will be calculated in accordance with the Rate Card and Timesheet (where appropriate).

8.2     A supplementary fee shall be agreed between the Company and the Client in advance for the provision of the Services (including travelling time) on any day between the hours of 7pm and 9am, and at any time on Saturdays, Sundays or Public Holidays.

8.3     All Interpreting Contracts are subject to a minimum charge plus travelling and waiting time and travel expenses as stated in the Rate Card.  In the case of Interpreting Contracts where travel between the normal place of residence of the person providing the Services and the venue for the provision of the Services cannot reasonably be completed within the same day or days as the Services are contracted to be provided on, travel time shall be remunerated at the same rate as working time in accordance with the Rate Card.

8.4     All other Contracts are subject to a minimum charge as stated in the Rate Card and the Client shall pay the delivery costs arising from the Contract unless the documents are delivered by fax, email or ordinary post within the United Kingdom.

8.5     An additional fee of between 20 – 40% plus VAT shall be added to the ordinary translation fee set out in the Rate Card where the Services are provided within 48 hours of instruction.

8.6     Where Translation Contracts involve long texts the Company may request an initial payment from the Client followed by periodic payments on terms to be agreed between the parties.  Where interim or periodic payments are requested by the Company but not made by the Client, the Company shall have the right to retain the Client’s documents and suspend the provision of Services until the outstanding payment is made.

8.7     For languages and Services that are not quoted in the Rate Card the Fees shall be agreed between the Company and the Client and confirmed in writing.

8.8     The Client will be invoiced by the Company for the Fees.  Invoices are payable by the Client within 14 days of the date of the invoice.  This applies to all interim, final and other invoices.

8.9     The Client is not entitled to make any deductions or withhold payment for any reason.

8.10   Payment shall be made by the Client to the Company by cheque, BACS, direct debit or cash in the currency set out in the quotation.  Cheques shall be made payable to UAB Henry Fox and sent to UAB Henry Fox, Jaunimo 14, Domeikava, Kaunas, LT-54348. The Client shall contact the Company for further details on payment by BACS or direct debit. The Client shall be responsible for paying bank charges and/or any other additional charges.

8.11   Without prejudice to any other rights of the Company if the Client fails to pay the invoiced sum by the date due the Client shall pay interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgment) on a daily basis at a rate of 8% per annum over the base rate from time to time quoted by the Bank of England in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and shall reimburse the Company for all costs and expenses (including legal costs) incurred in the collection of any overdue amount

8.12   Any disputes related to an invoice must be submitted in writing within 7 days of the date of the invoice by post at UAB Henry Fox, Jaunimo 14, Domeikava, Kaunas, LT-54348 or email at or facsimile at 0845 034 7017. Otherwise, it shall be deemed as accepted for the purpose of payment.


9.1     Contracts

If the Client cancels or reduces the scope of a Contract (other than an Interpreting Contract) or the performance of such a Contract becomes frustrated by an act or omission of the Client or any third party the Client shall pay the Fees in full.

9.2     Interpreting Contract

In the event of an Interpreting Contract being cancelled at any time after the date of the Contract, the Client shall be liable to pay a cancellation fee according to the following scale:

(a) cancellation within 7 days before the date set for commencement of the Services – 100% of the Fees.

(b) cancellation between 7 and 14 days before the date set for commencement of the Services – 75% of the Fees.

(c) cancellation more than 14 days before the date set for commencement of the Services – 50% of the Fees.

9.3     Interpreting Contract funded by LSC

If the Client cancels or reduces the scope of a consecutive Interpreting Contract funded by the Legal Services Commission (LSC) or the performance of the Interpreting Contract funded by LSC becomes frustrated by an act or omission of the Client or any third party within 24 hours (1 working day) of the booking, the Client shall pay the cancellation fee of £75 plus VAT or the minimum attendance fee plus travel time and expenses, if the Independent Contractor commences his/her journey for the purpose of attending the venue under the contract. However should the Interpreting Contract be rescheduled, the Client shall be liable to pay a fee of £25 plus VAT.

9.4     The Company shall notify the Client as soon as it is reasonably practical of any circumstances likely to prejudice the Company’s ability to provide the Services and the Company will assist the Client as far as reasonably practical to identify an alternative solution.

9.5     If either party is in material breach of any of the terms set out in these conditions, becomes insolvent, has a receiver appointed, or is compulsorily or voluntarily wound up, the other party shall be entitled to give notice of the immediate cancellation of the Contract and all Fees will become immediately due.

9.6     The Company reserves the right to charge an administrative fee of £30 plus VAT to rearrange a cancelled Contract.


10.1   The Client must take all reasonable steps to ensure the Independent Contractor or the Company’s representative arranged by the Company is identified, greeted by the Client or their representative and fully briefed about the assignment.

10.2   In the event of difficulty in identifying, greeting and briefing the Independent Contractor or the Company’s representative the Client shall notify the Company of the situation immediately.

10.3   Failure by the Client to take reasonable steps to identify, greet and brief a Independent Contractor the Company’s representative attending an assignment, and/or subsequent omission to notify the Company immediately will render the Client liable for the full costs associated with the assignment whether the services of the Independent Contractor or the Company’s representative were used or not.

11.      LIABILITY:

11.1   The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and Independent Contractors) to the Client in respect of:

(a) any breach of these conditions;

(b) any use made or resale by the Client of any of the products supplied in relation to the Services; and

(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2   All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.3   Nothing in these conditions excludes or limits the liability of the Company:

(a) for death or personal injury caused by the Company’s negligence; or

(b) under section 2(3), Consumer Protection Act 1987; or

(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or

(d) for fraud or fraudulent misrepresentation.

11.4   Subject to clause 11.2 and 11.3:

(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Fees paid under the Contract; and

(b) the Company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.


12.1   The Company and the Client shall ensure that all reasonable precautions are taken to ensure that the contents of all documents expressly marked private and confidential remains private and confidential.

12.2   The Company shall not at any time whether before or after the provision of Services disclose any information which is not in the public domain and which comes to its knowledge through the provision of Services to any unrelated third party (except as required by law).

12.3   If consulting a third party over specific terminology queries during the provision of Services the Company will exercise due discretion in disclosing any information contained in the Client’s documents.

12.4   The Company shall be responsible for the safekeeping and the secure disposal of the Client’s documents and copy translations, and if requested to do so shall arrange for the insurance of documents in transit at the Client’s expense.


13.1  The Client is solely responsible for abiding all copyright laws in any or all countries of the world. The Client agrees not to hold the Company responsible for copyright infringement through their use of the Company’s Services or the use of any copyrighted material. All translated material and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of the Company until the Company shall have been paid in full for such services.

13.2  Where copyright exists in texts to be translated, it is presumed the Client has obtained all necessary consents to have such translations made.  The Client will indemnify the Company in respect of any claims, proceedings, costs and expenses arising out of any infringement of copyright, patent or other third party right.  The Company, in agreeing to translate the text, implicitly licenses the Client the right to reproduce and publish the translated text in so far as copyright subsists in the translation of the text on the receipt of the agreed payment for the work in which the copyright of the Company exists.


The Client agrees that during the term of the Contract and for a period of 12 months after termination, the Client shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee or Independent Contractor of the Company engaged in the performance of the Services without the prior written consent of the Company.


15.1   The Contract shall be governed by and construed in accordance with the law of England and Wales

15.2   Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, or the legal relationships established by the Contract, shall be referred to and finally resolved by the Arbitration Panel of the Association of Translation Companies

15.3   It is agreed that:

15.3.1 The Arbitration Panel will nominate two or more arbitrators to consider the case and report to the Arbitration Panel

15.3.2 The arbitrators will be instructed that their verdict may be wholly in favour of one or the other party or on a proportionate basis

15.3.3 The arbitrators’ decision shall be final if unanimous.  If the arbitrators’ opinions differ, the final decision rests with the Arbitration Panel, who may, if they wish, appoint an umpire for final adjudication

15.3.4 The parties shall be informed of the Arbitration Panel’s decision

15.3.5 If the complaint is upheld, the defendant shall be liable for the costs of the arbitration in full.  If the complain is not upheld, the complainant shall be liable for the costs of arbitration in full.  If the award is proportionate, the cost shall be shared as indicated by the Arbitration Panel

15.3.6 The decision of the Arbitration Panel shall be binding on the parties and shall be final

15.3.2 The place of arbitration shall be London

15.3.3 The language of the arbitration shall be English

16.     NOTICES:

16.1   Any notice which must be given under these conditions may be either delivered personally, electronically or posted.

16.2   Notice given by post must be pre-paid and correctly addressed and in the case of a registered company shall be to its registered office and in any other case to the address set out in the correspondence between the Client and the Company unless otherwise agreed in writing between the parties.

16.3   A posted notice which complies with clauses 16.1 and 16.2 above is deemed served when posted on a business day, on the second business day after the day of posting and in any other case on the third business day after the day of posting.

16.3   A notice given by email must in the case of the Company, be sent to or in the case of the Client to the email address stated in the Instruction Form unless otherwise agreed in writing between the parties.  Any such email notice shall be deemed to have been received on the next business day following transmission.

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