Terms and Conditions

Standard terms and conditions for services supplied by Word Wizard, revised April 2011. The following terms and conditions provide clarification of the contract between us. They are to be referred to in the unlikely event of a dispute, and form the basis of the contract. These terms and conditions take precedent over any other terms and conditions, express or implied.

 

1 Definitions

In this document, these words have the following meanings:

1.1 “Agreement” means these terms and conditions

1.2 “Customer” means the company or person(s) purchasing services from N Bryant/Word Wizard

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

1.4 “Brief” means a statement of work, quote or other document including e-mail instruction, describing services to be supplied by Word Wizard

1.5 “Supplier” means Word Wizard

 

2 General

2.1 These terms and conditions shall apply to all contracts for services from me to you.

2.2 Upon your initial instruction after discussion of work to be carried out, I will supply a Work Brief, which shall indicate the services to be performed and the fees payable. I work on a flat fee basis, and this fee is based on discussions that have contributed to the content of the Work Brief, based on our estimation of the time it will take to complete the task. You shall notify me immediately if you do not agree with the content of the Work Brief, and may make alterations. Work shall commence once e-mail notification has been received that the Work Brief is correct. By agreeing to the Work Brief, you accept these terms and conditions.

2.3 I shall use all reasonable endeavours to complete the work specified in the time frame estimated and outlined in the Work Brief, but time shall not be of the essence in the performance of any services.

2.4 If you seek to alter the brief after the project has already been agreed and commenced, further costs may be incurred as a result should the changes requested result in more time being needed for the job.

3 Fees and Payment

3.1 The fees agreed for services and payment schedule are set out in the Work Brief.

3.2 Unless otherwise specified, the work will be payable by a rate per hour. The rate per hour will vary depending on the task requested/skill involved.

3.3 Unless otherwise specified, the minimum charge for a job of less than one hour is a full hour’s rate. For work completed taking you over an hour, the following additional fees will apply.

• Hour + up to 5 minutes – no extra charge
• Hour + 6-15 minutes – one quarter of the agreed hourly fee
• Hour + 16-30 minutes – half of the agreed hourly fee
• Hour + 31-49 minutes – three quarters of the agreed hourly fee
• Hour + more than 50 minutes – full agreed hourly fee

3.4 Special offers and fixed prices as detailed on the word wizard website can be applied at my discretion, and for a limited period as stated on my website. These special offers will be independent of general fees. Fees are agreed privately with each client based on the individual requirements of the job in hand.

3.5 Invoiced amounts will be due and payable within 30 days of date of the invoice issued by the supplier to the customer. Purchase orders, should they be required by the customer, remain always the customer’s responsibility, and must be issued before commencement of services. You agree this clause will still apply in the event of any failure to obtain a purchase order, or late payment penalties as outlined in 3.6 below will apply.

3.6 Debt recovery costs and interest are chargeable in accordance with the Late 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 a rate of 4.5 per cent per annum above the current base rate of the Bank of England. Refer to the Late Payment Act for further details at https://www.gov.uk/late-commercial-payments-interest-debt-recovery

3.7 For our first transaction, and from time to time at my discretion, I may ask you to pay 50 per cent of the fee in advance of commencement of work. The balance of the fee will be invoiced and payable as outlined in 3.5 above.

3.8 Once the Work Brief is agreed, the fee agreed between us for the full project is deemed to be incurred unless we have an agreement to pay milestones. You have no right to withhold or reduce this fee based on your critical response to, or judgment of, any copy I write/edit for you.

3.9 In the event of cancellation or unlawful contract termination of the agreement between us by you, you will be invoiced immediately. Invoicing protocol in 3.5 above will cease to apply, and your fee will be due.

 

4 Customer and Supplier Obligations

4.1 In order to help me fulfill my duty as outlined in the Work Brief, you will:

4.1.1 Provide, within reason, the information required for the job

4.1.2 Obtain the required permission and consent to use text or image provided to me by you

4.1.3 Adhere to requirements specified in the Work Brief

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

4.3 You agree to absolve me of all responsibility for loss of income or any costs or damages suffered by you or a third party as a result of delay caused to your business/third party business, in the event you do not use the work I have completed for you as outlined in the Work Brief.

4.4 I shall provide services in accordance with the Work Brief, but you reserve the right to ask for alterations to the work I have done.

4.5 Requests for alterations to the first and all subsequent drafts must be made in writing (email is acceptable).

4.6 Requests for alterations to copy must be made well within the deadline agreed in the Work Brief. Asking for a major rewrite the day before the deadline is unacceptable, and would therefore incur further costs due to length of additional time taken.

4.7 I will make every effort to ensure copy is free from spelling and other literal mistakes. However, the responsibility for fact checking and final proofreading lies with you. You absolve me of responsibility for any costs incurred as a result of errors appearing in the work, whether or not the errors appeared in any draft of the copy supplied by me.

4.8 When the assignment as outlined in the Work Brief has been complete, you agree to it being signed off from Word Wizard in writing (by email). Any further work requested to be done on the same piece of copy will incur a further charge.

4.9 I cannot be held responsible for any alterations made to the copy by you or any third party after it has been signed off.

 

5 Alterations to the Work Brief

5.1 If alterations to the Work Brief are sought, they must be requested in writing. Alteration can mean an extension to a deadline, a delay to the project or adding work to the Work Brief. Clause 3.2 above will still apply in the event of a change being agreed.

5.2 I agree to respond in writing within five working days to confirm a change to the Work Brief, and outline a new price for the job based on 3.2 above. The brief will then be referred to as the Revised Work Brief.

5.3 Upon receipt of the Revised Work Brief, you agree to respond in writing by the date specified to confirm the changes. Otherwise, the agreement made in the original Work Brief will stand.

 

6 Declaration

6.1 I declare that the tasks undertaken as outlined in the Work Brief and underpinned by this agreement will be completed using reasonable skill and care, and of a quality conforming to standards and practices expected within the industry.

 

7 Indemnification

7.1 You will indemnify me against all claims, costs and expenses which I may incur and which arise directly or indirectly as a result of your breaching the terms of this agreement. This includes claims brought against me alleging services provided by me infringe copyright, patents, trade secrets or similar rights of a third party.

7.2 With respect to Clause 4.1.4.11 you accept all responsibility for acquiring copyright clearance on images and words provided to you by or obtained from third parties, and therefore accept all liability for copyright infringement and plagiarism in the event of a case arising from said material.

 

8 Liability Limitations

8.1 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 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.

8.2 In no event shall I be liable to you for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This 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.

8.3 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.

 

9 Termination

9.1 Either party may terminate the Agreement forthwith by notice in writing to the other if:

9.1.1 The other party commits a material breach of the Agreement, and in the case of a breach capable of being remedied, fails to remedy within 14 calendar days of being given written notice from the other party to do so.

9.1.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstance.

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

9.1.4 The other party ceases to carry on its business or substantially the whole of its business, or the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager or trustee or similar officer is appointed over any of its assets.

9.2 Without prejudice to any other rights to which I may be entitled, in the event that you unlawfully terminate or cancel the services agreed in the Work Brief, you shall be required to pay to 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 Work Brief, 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 damages set out in this Clause.

 

10 Intellectual property rights

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

10.2 When you commission me to write copy for you, you are purchasing the copyright of the work I write for you, and this is assigned to you on receipt by me of full and final payment of all fees due. I retain the copyright until I have received the agreed payment. If I am not paid, I reserve the right to refuse the use of text I have written for any purposes.

10.3 I reserve the right to use extracts of any work I complete on your behalf to promote www.word-wizard.com

 

11 Force Majure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events outside reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the deal 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 Work Brief necessitated under this section shall be subject to the provisions of section 5 above.

 

12 Independent contractors

We are contractors independent of each other, and neither has the authority to bind the other to any third party act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. I may, in addition to my own employees, engage sub-contractors to provide all or part of the services being provided to you and such engagement shall not relieve me of my obligations under this agreement.

A contract will only exist 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.

 

13 Assignment

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

 

14 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 severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provision eliminated.

 

15 Waiver

The failure by either party to enforce at any time or for any period any one or more of these terms and conditions of the Work Brief shall not be a waiver of them or of the right at any time subsequently to enforce any provision of this Agreement.

 

16 Notices

Any notice to be given by either party to the other may be served by email or post to the address given in the Work Brief. This shall be deemed effective on the day the email is received, and by letter on the day the letter is received in hand.

 

17 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 only be varied by a document signed by both parties.

 

18 No third parties

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

 

19 Moral obligations

19.1 I reserve the right to refuse an assignment on the grounds of taste and decency, and in line with British laws.

19.2 I reserve the right to refuse to work on material intended for public consumption which may cause offence or bring Word Wizard into disrepute.

19.3 I will not accept assignments of a political or religious nature, be that explicitly or implicitly.

 

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.