TERMS AND CONDITIONS OF BUSINESS

 

• DEFINITIONS

 

In this document the following words shall have the following meanings:

1. 1. “Agreement” means these Terms and Conditions together with the terms of any Scope Document between the Journalist and the Client;
   2. “Client” means the person, publisher, firm, company, organisation, or representative of any such party, who places an order with the Journalist;
   3. “Delivery Date” means the date the Services are issued to the Client in final draft form;
   4. “Fee” means the amount charged by the Journalist for the provision of the Services;
   5. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
   6. “Journalist” means Lyn Alderson;
   7. “Scope Document” means a written statement by the Journalist describing the Services to be provided by the Journalist;
   8. “Services” are freelance writing services performed by the Journalist in accordance with the Agreement;
   9. “Terms and Conditions” means these terms and conditions.

 

• GENERAL
  1. These Terms and Conditions shall apply to the Agreement for the supply of the Services by the Journalist to the Client and shall supersede any other documentation or communication between the parties.
  2. Before the commencement of the Services the Journalist shall submit to the Client a Scope Document (normally via email) which shall specify the Services to be supplied. The Client shall notify the Journalist immediately if the Client does not agree with the contents of the Scope Document. All Scope Documents shall be subject to these Terms and Conditions.
  3. The Journalist shall use all reasonable endeavours to complete the Services within estimated time frames but time shall not be of the essence in the performance of any Services, except where expressly agreed in writing by the Journalist.

 

 

• PRICE AND PAYMENT
  1. The rates for the provision of Services are as set out in the Scope Document.
  2. Where the Client is not granted a credit account, payment of the agreed fees (or proportion thereof if stipulated within the Scope Document) shall be made by the Client before any Services are provided by the Journalist.
  3. Following the Delivery Date of the Services, the Journalist shall submit an invoice which shall become due upon receipt and must be settled within fifteen days of issue.
  4. Where the Services continue beyond the end of a calendar month, an invoice may be produced at the end of that calendar month for a value calculated on the basis of the hours worked or percentage of work completed as at the date of the invoice.
  5. Time spent in face-to-face meetings and travelling will be charged at the standard hourly rate stated within the Scope Document.
  6. Clients based outside of the UK will be invoiced via PayPal and a four (4) percent charge will be added to the otherwise invoiced amount to cover the increased cost incurred by the Journalist for using PayPal to receive the payment.
  7. The Journalist shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date the payment is received by the Journalist at a rate of ten (10) percent per annum above the base rate of the Bank of England. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to make payment, the Client shall be responsible for issuing such purchase order before the Services are supplied.
  8. The Client shall not be entitled to withhold any monies due to the Journalist.

 

 

• SPECIFICATION OF THE SERVICES
  1. Where the Journalist deems it appropriate, the Journalist will provide the Client with proofs in order to enable the Client to approve all or part of the Services.
  2. Approval pursuant to Clause 4.1 means that the Client has read and carefully checked factual information for accuracy, and that the Client is completely happy with the tone and content of the work. It is the Client’s full responsibility to check the final draft for accuracy regarding content, and to ensure there is no breach of third party copyright. If the Client is unhappy in any way prior to confirming approval, the Journalist will make every effort to correct or amend the content and the work and it must not be published or distributed until it has been approved by the Client. For the avoidance of doubt, amendments do not include additional work which was not specified within the original Client brief. Liability remains with the Client for all content commissioned and produced. The Journalist reserves the right to refuse to issue any statement which is believed to be libellous or injurious to any third party and which could result in legal action or damage against the Client and/or the Journalist.
  3. Upon receipt of proof approval pursuant to Clause 4.1, the Journalist shall release the proofs for final publication. Any additional work required by the Client after proof sign off will be classed as alterations to the Scope Document and valued in accordance with Section 6.

 

 

• CLIENT`S OBLIGATIONS
  1. To enable the Journalist to perform its obligations under this Agreement the Client shall:
     1. co-operate with the Journalist;
     2. provide the Journalist with any information reasonably required by the Journalist;
     3. obtain all necessary permissions and consents which may be required before the commencement of the Services;
     4. ensure that any content that it requests the Journalist to include:
        1. does not belong to or infringe the Intellectual Property Rights of a third party;
        2. where stated as fact, is truthful and correct;
        3. where stated as opinion, represents genuinely held beliefs or opinions;
        4. is not unlawful, deceptive or misleading;
        5. is not offensive to other users, including but not limited to racist, homophobic or discriminatory content;
        6. does not contain content that is harmful to the Journalist;
        7. does not contain content that is designed to be harmful to others (beyond reasonable competitive sales practices), including anything designed to misinform a competitor’s Clients by maliciously impersonating the competitor to spread deceitful or incorrect information about them;
        8. conforms to the provisions of the Agreement and the Scope Document.
  2. The Client shall be liable to compensate the Journalist for any expenses incurred by the Journalist as a result of the Client’s failure to comply with Clause 5.1.
  3. Cancellation is permitted at any time prior to any Services being commenced and the Client will not be charged. Cancellation of the Services following commencement of the Services shall require payment in full for any time expended by the Journalist, including but not limited to time spent writing, interviewing, planning and researching, regardless of whether the work is used. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 5.1 may be deemed (at the Journalist’s sole discretion) to be a cancellation of the Services and subject to the payment of the fees set out in this Clause 5.
  4. In the event that the Client or any third party, shall omit or commit anything which prevents or delays the Journalist from undertaking or complying with any of its obligations under this Agreement, then the Journalist shall notify the Client as soon as possible and:
     1. the Journalist shall have no liability in respect of any delay to the completion of any Services;
     2. the Journalist shall notify the Client at the same time if she intends to make any claim for additional costs.

 

 

• ALTERATIONS TO THE SCOPE DOCUMENT
  1. The parties may at any time mutually agree upon and execute a new Scope Document. Any alterations in the scope of Services to be provided under this Agreement shall be set out in the revised Scope Document, which shall reflect the changed Services and Fee and any other terms agreed between the parties.

 

 

• WARRANTY
  1. The Journalist warrants that the Services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
  2. Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Services to be provided by the Journalist.

 

 

• INDEMNIFICATION
  1. The Client shall indemnify the Journalist against all claims, costs and expenses which the Journalist may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including but not limited to any claims brought against the Journalist alleging that any Services provided by the Journalist in accordance with the Scope Document infringes a patent, copyright or trade secret or other similar right of a third party.

 

 

• LIMITATION OF LIABILITY
  1. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Journalist to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Client to the Journalist for the Services to which the claim relates.
  2. In no event shall the Journalist be liable to the Client 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 the Journalist had been made aware of the possibility of the Client incurring such a loss.

 

 

• TERMINATION
  1. Either party may terminate this Agreement forthwith by notice in writing to the other if:
     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 30 calendar days of being given written notice from the other party to do so;
     2. the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
     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;
     4. the other party ceases to carry on its business or substantially the whole of its business; or
     5. 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, trustee or similar officer is appointed over any of its assets.

 

 

• INTELLECTUAL PROPERTY RIGHTS
  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 the absolute property of the Journalist, and the Client shall do all that is reasonably necessary to ensure that such rights vest in the Journalist by the execution of appropriate instruments or the making of agreements with third parties.

 

 

• FORCE MAJEURE
  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, 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 delay or failure in manufacture, production, or provision 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.

 

 

• INDEPENDENT CONTRACTORS
  1. The Journalist and the Client 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. The Journalist may engage sub-contractors to provide all or part of the Services being provided to the Client and such engagement shall not relieve the Journalist of her obligations under this Agreement or any applicable Scope Document.

 

 

• ASSIGNMENT
  1. The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Journalist.

 

 

• SEVERABILITY
  1. 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.

 

 

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

 

 

• NOTICES
  1. Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party or to such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

 

 

• ENTIRE AGREEMENT
  1. 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.

 

 

• NO THIRD PARTIES
  1. Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

 

 

• GOVERNING LAW AND JURISDICTION
  1. 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.