Please find below my Terms and Conditions in full.

 

 

1.     Definition of words used within this document:

1.1.  “Agreement” refers to the combination of this document and any related quotation, proposal or estimate;

1.2.  “Client” is the person, company or organisation that purchases services from Free As A Word;

1.3.  “Intellectual Property Rights” means all patents, registered and unregistered, designs, copyright, trademarks, know-how and all forms of intellectual property wherever in the world enforceable;

1.4.   “Proposal” means a statement of work, quotation or other similar document describing the services to be provided by Free As A Word

1.5.  “Supplier” means Free As A Word, 5 Pennington Close, Pennington, Lymington, Hampshire. SO41 8EU.

 

2.     General

2.1.  These Terms and Conditions shall apply to all contracts for the supply of services by the Supplier for the Client.

2.2.  Before starting any services, I will send you a proposal that specifies the work I will deliver and the fees payable. You must notify me immediately if you disagree with any of the details of the proposal. This proposal will be subject to these Terms and Conditions. I will start to do the work once I have received an email or written confirmation that the Proposal and these Terms and Conditions have been agreed and accepted and once I have confirmation of your registered name and address.

2.3.  I shall use reasonable endeavours to complete the work within the time frame agreed. Time shall not be of the essence of the work.

 

3.     Payment Terms

3.1.  The fees for my work and any payment schedule are set out in the Proposal.

3.2.  If you require a purchase order as part of your payment process, you are responsible for issuing it before I begin work. You agree that this clause will apply if a purchase order is not obtained and late payment will incur interest as set out in clause 3.3 below.

3.3.  Debt recovery costs and interest are chargeable in accordance with The Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by The Late Payment of Commercial Debts Regulations 2002. I shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at the current rate of interest per annum above the current base rate of the Bank of England see Pay On Time for details.

3.4.  I may ask for a percentage of the project fee to be paid before I start work, with a further percentage at one or more mutually agreed stages of the work.

3.5.  Once a project has started, the fee we have agreed for the full project is deemed to be incurred unless we have agreed on a payment schedule in the Proposal. You have no right to withhold or reduce payment based on your critical response to, your appraisal of, the work I produce for you. You are paying for my time quantum meruit, this includes the time I set aside to make revisions in expectation of feedback.

3.6.  In the event of cancellation or the unlawful termination of this agreement, by you for any reason, other than failure to agree on alterations to the proposal covered in section 6 below, the provisions of section 10.2 will apply and I shall submit my final invoice for immediate payment hereby cancelling the provision for payment within 30 days.

3.7.  I may offer to provide a no-obligation text sample. Unless discussed and agreed otherwise, this is on the basis that you sign my Terms and Conditions and do not request other copywriters to provide text samples. Should this happen, you will be charged £150 otherwise the sample will remain under my copyright.

 

4.     Client obligations

4.1.  To enable me to perform my work under this agreement you will:

4.1.1.     cooperate with me;

4.1.2.     provide any information reasonably required to do the work;

4.1.3.     obtain all necessary consent required before I start the work;

4.1.4.     comply with any requirements set out in the Proposal;

4.1.5.     provide your registered company address (or a residential address as per current electoral roll if you are a sole trader).

4.2.  You shall be liable to compensate me for any reasonable expenses I incur as a result of your failure to comply with clause 4.1

4.3.  In the event you do not make use of any work that I produce for you per the Proposal, you agree to absolve me of all responsibility for any loss of income or any costs or damages suffered by you or by any third party as a result of any delay which has been caused to your business or the business of any third-party.

4.4.  Should you for any reason, stop communication with me concerning work you have agreed to, I will issue an invoice as per our agreement and signed Terms and Conditions. I will consider “stop communication” as a period of 21 days without communication. During this time, I will email at least once using the contact details you have provided. Three days will be allowed for the last email to be responded to. You must ensure you maintain communication throughout the project.

4.5.  Should any project remain unfinished after 30 days, I reserve the right to invoice you for all work undertaken to date at that point, even if the project then continues and to its agreed scope as per the agreed proposal.

 

5.     Supplier obligations

5.1.  I shall provide services following the Proposal. If when you see a draft, you are dissatisfied with any work I have produced for you, I will do my best to resolve your concerns. You agree to discuss it with me at your earliest opportunity and confirm the reasons for your dissatisfaction in writing within 14 days of receipt of the draft or before the material deadline if earlier.

5.2.  If you or any third party not being a subcontractor of mine shall omit or commit anything which prevents or delays me from undertaking or complying with any of its obligations under this agreement then I shall notify you as soon as possible and:

5.2.1.     I shall have no liability in respect to any delay to the completion of any project

5.2.2.     If applicable the timetable for the project will be modified accordingly

5.2.3.     I shall notify you at the same time if I intend to make any claim for additional costs.

5.3.  Every effort will be made to ensure that text is free of spelling mistakes and other literals however the responsibility for checking for spelling mistakes and literals is yours and you absolve me of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the text concerned whether or not these errors appeared in any draft of the text supplied by me.

 

6.     Changes to the Proposal

6.1.  The client or supplier may at any time mutually agree upon and execute a new proposal. Any changes in the scope of work, fees and other terms to be provided under this new proposal shall be set out in full.

6.2.  You may at any time request changes to the proposal by notice in writing to me. Within five days of receiving this request or any such other period as may be agreed between us, I will advise you in writing of the effect of such changes, if any, on the fees and any other terms already agreed.

6.3.  You shall, within five working days of receipt of such notice or such other period as may be agreed, advise me by notice in writing whether or not you wish the changes to proceed.

6.4.  If changes are agreed to the Proposal, fees will be amended accordingly. If you do not wish to proceed this agreement will terminate and I will submit a final invoice for all work carried out by me to that point, payable as per section 3 above.

 

7.     Warranty

7.1.  I warrant that the services performed under this agreement shall be performed using reasonable skill and care and have quality consistent with generally accepted industry standards and practices.

7.2.  Without prejudice to clause 6.1 and except as expressly stated in this agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in accordance with the services to be provided by me.

 

8.     Indemnification

8.1.  You shall indemnify me against all claims costs and expenses which I may incur and which arise directly or indirectly from your breach of any obligations under this Agreement including any claims brought against me alleging that any services provided by me in accordance with the Proposal infringe a patent, copyright or trade secrets or other similar rights of a third-party.

 

9.     Limitation of liability

9.1.  Except in respect of death or personal injury due to negligence for which no limit applies, my entire liability to you in respect of any claim whatsoever or in breach of this agreement whether or not arising out of negligence shall be limited to the fees paid by you to which the claim relates.

9.2.  In no event shall I be liable to you for any loss of business loss of opportunity or loss of profits or any other indirect or consequential loss or damage whatsoever. They shall apply even where such a loss was reasonably foreseeable or I had been made aware of the possibility of you incurring such a loss.

9.3.  Nothing in these Terms and Conditions shall exclude or limit my liability for death or personal injury resulting from my negligence or that of its employees, agents or subcontractors.

 

10.  Termination of services

10.1.               Either party may terminate this Agreement forthwith by notice in writing to the other if:

10.1.1. The other party commits a material breach of this agreement and in the case of a breach capable of being remedied fails to remedy it within 14 calendar days of been given written notice from the other party to do so;

10.1.2. The other party commits a material breach of this agreement which cannot be remedied under any circumstances;

10.1.3. The other party passes a resolution for winding up (other than for solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect;

10.1.4. The other party ceases to carry on its business or substantially the whole of its business; or

10.1.5. The other party is declared insolvent or convenes and meeting of or makes or proposes to make any arrangements or composition of its creditors or liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

10.2.               Without prejudice to any other rights to which I may be entitled if you unlawfully terminate or cancel the freelance copywriter services agreed to in the proposal you shall be required to pay me as agreed damages and not as a penalty the full amount of any third-party costs to which I have committed and in respect of cancellations on less than five working days written notice the full amount of the fee set out in the proposal and you agree this is a genuine pre-estimate of my losses in such a case. For the avoidance of doubt, your failure to comply with any obligations under clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damage is set out in this clause.

11.  Intellectual property rights

11.1.               All intellectual property rights produced from arising as a result of the performance of this agreement shall so far has not already invested become my absolute property and you shall do all that is reasonably necessary to ensure that such rights best in me by the execution of appropriate instruments or making of agreements with third parties.

11.2.               When you commission me to write text for you as a freelance copywriter you are purchasing the copyright for the work I write for you and this is a sign to you on receipt buy me a full and final payment of all fees due I retain the copyright until I’ve received the agreed payment if I'm not paid I reserve the right to refuse the use of text I have written for any purposes.

11.3.               I reserve the right to use extracts of any work produced for you in the promotion of Free As A Word.

 

12.  Force Majeure

12.1.               Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control including but not limited to, acts of God, strikes and lockouts, accidents, war, fire, the act of omission of government, highway authorities or any telecommunications carrier, operator or administration or any other competent authority or the delay or failure in manufacture, production or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. Any alterations to the proposal necessitated under the section shall be subject to the provisions of section 6 above.

 

13.  Independent contractors

13.1.               We are contractors independent of each other and neither has the authority to bind the other to any third party or act in any way as the representative of the other unless otherwise expressly agreed to in writing by both parties. I may (although unlikely) engage subcontractors to provide all or part of the services being provided to you. Such engagements do not relieve me of my obligations under this agreement. A contract will exist only between you and I and not between any client of yours and myself. You agree to indemnify me against any claim by any client of yours for compensation or damages brought about as a direct or indirect consequence of the use or inability or unwillingness to use the material which I write.

 

14.  Assignment

14.1.               You should not be entitled to assign the rights obligations or delegate duties under this agreement without my prior written consent.

 

15.  Severability

If any provision of this agreement is held invalid illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be suffered and the remainder of the provisions hearing should continue in full force and effect as if this agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

 

16.  Waiver

The failure by either party to enforce at any time or for any period any one or more of these Terms and Conditions or the Proposal shall not be a waiver of them all of the right at any time subsequently to enforce any provision of this Agreement.

 

17.  Notices

Any notice to be given by either party to the other may be served by email personal service or by post to the address of the other party given in the proposal and if sent by email shall unless the contrary is provided be deemed to be received on the day it was sent if given by letter shall be deemed to have been served at the time of which the letter was delivered personally or if sent by post shall be deemed to be to have been delivered in the ordinary course of post.

 

18.  Entire agreement

This agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements arrangements undertakings or proposals oral or written unless expressly provided elsewhere in this Agreement. This Agreement may be varied only by a document signed by both parties.

 

19.  No third parties

Nothing in this Agreement is intended to nor shall it confer any rights on a third party.

 

20.  Governing law and jurisdiction

This agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

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