In addition to any specific terms and conditions laid out within the Contractfor your project, the following terms and conditions also apply.
In these terms and conditions, the following definitions apply:
1.1 “Agreement” means any applicable proposal or estimate for your project, together with these terms and conditions.
1.2 “Customer” means the person, company or organisation purchasing services from Elytra Copywriting.
1.3 “Supplier” means Claire Baldwin trading as Elytra Copywriting.
1.4 “Proposal” means a quotation, statement of work or any other similar document describing the services to be provided by Elytra Copywriting.
1.5 “Contract” means either an explicitly drawn up agreement of the work to be undertaken, or an assumed agreement on acceptance of the proposal, quote or statement of work as discussed.
2.1 These terms and conditions apply to all Contracts between the Customer and Supplier for the Supplier to provide copywriting, proofreading or copyediting services for the Customer.
2.2 Before commencing with copywriting services, the Supplier will provide the Customer with a Proposal (as defined in 1.4). The Proposal is subject to the full terms and conditions as outlined in this document. The Customer must notify the Supplier at once if they are unhappy with any element of this Proposal. The Customer’s written acceptance of the Proposal (e.g. via email) will be taken as an electronic signature for the Contract. The Supplier will not commence with any work as outlined in the Proposal until written confirmation of the Contract has been received. The Supplier is under no obligation to commence work on the project until the Customer has accepted the Contract, regardless of any deadlines that are in place. The Supplier is not liable for missed deadlines resulting from late acceptance of the Contract or any other problem on the Customer’s part.
2.3 The Supplier will work to deliver the completed project within the agreed timeframe and will provide the Customer with updates on its progress as necessary. The Customer acknowledges that they are not the Supplier’s only Customer and respects the Supplier’s right to prioritise projects as they see fit.
2.4 The Supplier reserves the right to use any work created for the Customer as part of their portfolio. If the Customer does not agree to having their project used in this way, they must inform the Supplier of this, and the Supplier will comply. The Supplier is happy to anonymise the Customer within the work and in reference to the project if this is preferable. If the Supplier has already been using work that the Customer did not previously state could not be used as part of their portfolio and the Customer does not wish this to continue, they must inform the Supplier of this, and the Supplier will cease using the work in question. If the Customer fails to inform the Supplier that the work should not be used as part of their portfolio, the Customer accepts liability for any unwanted outcome through the Supplier’s use of the work in this way.
2.5 In line with the Supplier’s desire to minimise the business’ environmental impact, should the Customer request any hard copies of invoices or any other documents, the Customer will be liable for printing and postage costs.
3 FEES AND PAYMENT
3.1 The fees for services, payment schedule (if applicable) and payment terms will be outlined in the initial proposal or estimate.
3.2 The fees for services will be based on an hourly rate or per-project rate, depending on the nature of the project.
3.3 The Supplier reserves the right to request some or all of the payment prior to the commencement of the project, with the remaining amount to be paid on a mutually agreed schedule.
3.4 Once a Contract and its fees have been agreed and a project commenced, the Customer may not withhold or reduce the payment amount based on their critical appraisal of the work provided by the Supplier. The Supplier agrees to make reasonable amends within the agreed budget where possible but reserves the right to request additional payment to cover the time spent making amends if deemed necessary.
3.5 The Supplier reserves the right to request additional payment due to unforeseen difficulties in delivering the agreed service. This includes, but is not limited to, excessive amends requested by the Customer, inability of the Supplier to sufficiently provide the agreed service due to misinformation or lack of support by the Customer, or additional requests made by the Customer that were not agreed in the initial proposal/quote. Any additional costs will be discussed with the Customer in advance of continued work once the issues become apparent. Should the Customer not be happy with the proposed additional costs, the Supplier reserves the right to submit a partially finished project in line with the agreed payment amount and to invoice for the initially contracted cost.
3.6 Should any project require the Customer to generate a Purchase Order for invoice payment, it is the Customer’s responsibility to obtain this and supply it to the Supplier prior to commencement of the services. The Customer accepts that any late payment caused by failure to obtain a Purchase Order is liable to incur charges and interest as laid out in clause 3.7 below.
3.7 The Supplier is entitled to charge debt recovery costs and interest in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by Late Payment of Commercial Debts Regulations 2002. The Supplier is entitled to charge daily interest on overdue invoices from the date that payment becomes due until the date of payment. Interest will be charged at the current rate of interest per annum (8%) plus the current base rate of the Bank of England (0.5%). Debt recovery costs will be charged per invoice, as per current late payment legislation, and vary with the invoice value (with a minimum charge of £40 and a maximum of £100 per invoice). For further information on current debt recovery rates and legislation, please see Pay on Time.
3.8 The Customer may not use the work provided by the Supplier at any time before payment is made. Doing so will result in a breach of Contract. The Supplier will consider the project to be complete and will invoice the Customer for the full amount agreed in the initial Contract, regardless of whether the project is complete or any amends are required. This includes, but is not limited to, uploading copy on a website or reproducing the copy in print. In this instance, the Supplier is under no obligation to complete any outstanding work.
3.9 Should the Customer cancel or unlawfully terminate the Contract for any reason following commencement of the project, the Supplier will invoice for all work completed up to that point. In this instance, payment will be due immediately, waiving the standard 30-day payment period.
3.10 In the event that a deposit has been paid but no work has been commenced, the Supplier will return the deposit to the Customer in full.
3.11 In the event that a deposit has been paid but work completed to this point amounts to less than what was covered by the deposit, the Supplier will give the Customer a partial refund in line with the work that has been completed.
4 CUSTOMER OBLIGATIONS
4.1 To enable the Supplier to complete all contracted obligations, the Customer agrees to:
4.1a cooperate with the Supplier;
4.1b maintain contact with the Supplier and reply in a timely manner to any queries relating to the project;
4.1c supply any and all information reasonably required by the Supplier to complete the project;
4.1d comply with all requirements as set out in the Contract and these Terms and Conditions;
4.1e obtain all necessary permissions and consents that may be required prior to the commencement of the project;
4.1f provide your registered company address (registered businesses) or residential address (sole traders).
4.2 The Customer shall be liable to compensate the Supplier for any reasonable costs incurred as a result of the Customer’s failure to uphold clause 4.1 as outlined above.
4.3 In the event that the Customer does not make use of any/all of the work provided by the Supplier as outlined in the Contract, the Customer agrees to absolve the Supplier of all responsibility of costs, damages or loss of income suffered by the Customer or any third parties as a result of this.
4.4 In the event that the Supplier is not able to complete the project within the agreed time frame due to the Customer’s failure to uphold Clause 4.1 as outlined above, the Customer agrees to absolve the Supplier of all responsibility of costs, damages or loss of income suffered by the Customer or any third parties as a result of this.
4.5 If the Customer fails to maintain contact with the Supplier with regards to a contracted project that has not been completed, the Supplier will consider the project terminated, regardless of its state of completion. In this instance, the Supplier will deliver the project in its current state of completion and will invoice the Customer for the full amount agreed in the initial Contract. In this instance, payment will be due immediately, waiving the standard 30-day payment period. The Supplier will consider a failure to maintain contact as a period of 21 calendar days in which they do not hear from the Customer, despite sending at least one email to an address through which the Supplier has successfully communicated with the Customer, and from which the email does not bounce back. The Supplier will give a 3-day grace period for the Customer to reply to a successfully sent email. In the event of a bounced email, the Supplier will attempt to contact the Customer by telephone. If the Supplier does not receive a response from the Customer within 21 days despite these efforts, the Supplier will send a hard-copy invoice to the Customer’s registered company address (registered businesses) or residential address (sole traders) and the Customer will be liable for printing and postage costs.
4.6 Should sign-off not be received after 30 days following the sending of the final draft, the Supplier will consider the project to be complete and will invoice for the remaining amount. In this instance, payment will be due immediately, waiving the standard 30-day payment period.
4.7 If a project remains incomplete after a period of 60 calendar days from the Contract date, the Supplier reserves the right to invoice for all work completed up to that point. In this instance, payment will be due immediately, waiving the standard 30-day payment period.
5 SUPPLIER OBLIGATIONS
5.1 The Supplier will provide all services agreed within the provisions of the Contract. If for any reason the Customer is dissatisfied with the final draft, they agree to inform the Supplier of their reasons in writing as soon as possible following receipt of the final project. The Supplier agrees to make any reasonable amends within the agreed budget where possible, providing that the Customer makes known any issues with the project within 14 calendar days from receipt of the final draft. The Supplier reserves the right to request additional payment to cover the time spent making amends if deemed necessary.
5.2 If the Customer or any third party working on the Customer’s behalf fails to provide anything that delays the project or causes the Supplier to be unable to fulfil the Contract to the agreed schedule or deadline then:
5.2a The Supplier will inform the Customer as soon as possible that they are unable to continue the project without the requested support or information;
5.2b The Supplier will amend the agreed project timetable if necessary and will inform the Customer whether they intend to claim for any additional costs;
5.2c The Supplier will not be liable for any missed deadlines, damage or loss of income resulting from the delay;
5.3 The Supplier will make every effort to ensure that the final project is free of spelling mistakes and other errors, but it is the responsibility of the Customer to check the final project for errors. The Customer agrees that the Supplier is not liable for any costs or damages incurred by use of the final copy in any form once it has been signed off by the Customer, whether or not the error appeared in a draft provided by the Supplier. The supplier is not liable for any errors, costs or damages resulting from amends made by the Customer or any third party.
5.4 The Supplier will make every effort to provide high-quality work drawing on their expertise and experience. However, the Supplier makes no guarantee that copy provided will improve business performance in any way, including but not limited to increase in leads/sales, increase in website traffic, or improved search engine rankings. The Customer agrees that the Supplier is not liable for any costs or damages incurred by use of the final copy in any form. The Supplier is under no obligation to benchmark or check the Customer’s business performance in any way.
6 ALTERATIONS TO THE CONTRACT
6.1 The Supplier and Customer may at any time before the completion of the project mutually agree to make reasonable alterations to the services agreed within the initial Contract. Once accepted, this amended Contract will replace any previous Contract between the Supplier and the Customer.
6.2 The Customer may request reasonable alterations to the initial Contract at any time prior to the completion of the project. The Supplier agrees to either accept or reject any alterations in writing within 5 working days of receipt of the request.
6.3 The Supplier reserves the right to refuse any alterations if they are deemed to be unreasonable, or to request additional monies to cover the cost of additional requests. The Customer agrees to either accept or reject any additional costs in writing within 5 working days of receipt of the updated proposal. If the Customer rejects the new proposal, the alterations will not be made and the previous Contract will still stand.
6.4 If a mutual agreement cannot be made regarding alterations to the Contract, the Supplier and the Customer reserve the right to terminate the Contract. The Supplier will then invoice for all work completed to date, payable immediately in accordance with Clause 3.9 above.
The Customer agrees to indemnify the Supplier against any and all costs or expenses that may be incurred, arising either directly or indirectly from the Customer’s breach of obligations agreed to in the Contract and these Terms and Conditions. This includes any claims brought against the Supplier alleging that the services provided violate copyright, trade secrets or any other similar right.
8.1 The Supplier’s liability to the Customer in respect of any claim or breach of Contract is limited to the fees paid by the Customer for the project to which the claim relates, whether resulting from negligence or not.
8.2 The Supplier is not liable for any costs, damages or loss of income suffered by the Customer or any third parties as a result of the project.
9 COPYRIGHT AND INTELLECTUAL PROPERTY
9.1 The copyright for the work written by the Supplier belongs to the Supplier for the duration of the project. By commissioning work from the Supplier, the Customer is purchasing the copyright along with the work. Once the Customer has paid for the work in full, the copyright will be transferred to the Customer, unless otherwise expressly stated as part of the Contract.
9.2 If the Customer does not pay for the work in full, the Supplier will retain copyright and reserves the right to refuse use of the text for any purposes.
9.3 The Supplier reserves the right to reproduce some or all of the work created for the Customer as part of their portfolio, as outlined in Clause 2.4 above.
9.4 The intellectual property of any and all work produced as part of the project will belong to the Supplier unless otherwise stated in the Contract.
10 FORCE MAJEURE
Neither the Customer nor the Supplier will be liable for any delay or inability to perform any of their obligations if the delay is caused by events outside of their reasonable control, including but not limited to act of God, disaster, strike, accident, war or act of government. Should such an event occur, either or both parties will be entitled to a reasonable extension of their obligations, provided that they notify the other party of the the nature and extent of the event. Any alterations to the Contract arising from these events will be subject to Clause 6 as outlined above.
11 INDEPENDENT CONTRACTORS
The Customer and the Supplier are independent contractors. Neither party may act as or be made to act as a representative of the other in any way. Neither party may bind the other to any third party, unless explicitly stated and agreed to in writing by both the Customer and the Supplier. In the unlikely event that the Supplier engages subcontractors to provide some or all of the contracted services, this will not relieve the Supplier of their contractual obligations. A Contract will only exist between the Supplier and the Customer, not between the Supplier and any client of the Customer, or between the Customer and any client of the Supplier. The Customer agrees to indemnify the Supplier against any claim by any client of theirs for compensation or damages arising as a direct or indirect result of the use, inability or unwillingness to use, any of the material that is written by the Supplier as part of the Contract.
If any portion of the Contract or these Terms and Conditions are deemed to be illegal or unenforceable by any Court of competent jurisdiction, then the portion in question will be severed. The remainder of the contractual provisions will remain in full force as though agreed to without the illegal or unenforceable portion included.
13.1 The failure by either party to enforce any or all of the terms set out in the Contract and these Terms and Conditions at any time does not waive their right to enforce them at a later date.
13.2 The failure by the Customer to read these Terms and Conditions does not indemnify them against any liability or enforcement of the Agreement.
14 NOTICES SERVED
Any notices to be served to either party may be done so by e-mail, personal service or by post to the party’s address as given in the Contract.
15 NO THIRD PARTIES
Nothing in the Agreement is intended to bind or grant any rights to any third party.
16 GOVERNING AND JURISDICTION
This Agreement shall be governed by and in accordance with the law of England and the exclusive jurisdiction of the English courts.
For any further information regarding these Terms and Conditions, or any other aspect of your Contract, please e-mail me at firstname.lastname@example.org