Terms and Conditions
1. Definitions
In this document, the following words refer to the following terms:
1.1) “Agreement” means these Terms and Conditions, together with the terms of any applicable proposal or estimate;
1.2) “Customer” means the organisation or person who purchases services from Freelance Copywriter and Editor Mitch Pike, or the Organisation Speakeasy Creative;
1.3) “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property where in the world enforceable;
1.4) “Proposal” means a statement of work, quotation, or other similar document describing the services provided by Mitch Pike or Speakeasy Creative;
1.5) “Supplier” means Copywriter and Editor Mitch Pike, or the Organisation Speakeasy Creative.
2. General
2.1) These Terms and Conditions shall apply to all contracts for the supply of copywriting and editorial services by me to you;
2.2) Before starting my freelance services, I shall submit to you a proposal or estimate specifying the services to be performed, along with the fees payable. You shall notify me immediately if you do not agree with the contents of said proposal or estimate. The proposal or estimate shall be subject to these full Terms and Conditions on my website. Services will commence once I have been provided with the full details of your registered name and address (if a limited company) or details and electoral register proof of your residential address (if a sole trader);
2.3) I shall use all reasonable endeavours to complete the services within time frames estimated, but time shall not be of the essence in the performance of any provided services.
3. Service Fees and Payment
3.1) Fees for the performance of the service and payment schedule are set out in the proposal or estimate.
3.2) In the event that your procedures require an invoice be submitted against a purchase order for payment, you shall be responsible for issuing said purchase order before the commencement of the services. You agree that this clause shall still apply in the event of any failure to obtain a purchase order, and any late payment shall incur interest and charges as set out in §3.3 below;
3.3) Debt recovery costs and interests are chargeable in accordance with The Late Payment of Commercial Debts (Interest) act 1998 as amended and supplemented by Late Payment of Commercial Debts Regulation 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 current details.
3.4) I may ask you to pay a percentage of the copywriting project fee in advance of commencement of work, with a further percentage at one or more mutually agreed stages of the project.
3.5) Once a freelance copy project is started, the copywriting fee we have agreed upon for the full project is deemed to be incurred, unless we have agreed payment milestones in the service specification. You have no right to withhold or reduce payment based on your critical response to, or appraisal of, my services rendered. You are paying for my time, quantum meruit. This includes time put aside for revisions in expectation of feedback.
3.6) In the event of the cancellation or unlawful termination of this agreement, by you, by any reason other than a failure to agree on alterations to the proposal or estimate covered in §6 below, the provisions of §10.2 will apply, and I shall submit my final service invoice for immediate payment, thereby cancelling the provision for payment within 30 days.
3.7) If you upload the copy I have written for your website before I have invoiced for the final copy stage, I reserve the right to invoice you in full for the agreed amount outstanding – even if you require revisions (as agreed within the proposal and signed terms) to be made.
3.8) I may offer to provide a no-obligation copy 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 copy samples. Should this happen, you will be charged £150, otherwise the sample will remain under the copyright of Mitch Pike and Speakeasy Creative.
4. Customer Obligations
4.1) To enable me to perform my obligations under this Agreement, you shall:
4.1.1) cooperate with me;
4.1.2) provide any information reasonably required by me;
4.1.3) obtain all necessary permissions and consents, which may be required before the commencement of the services;
4.1.4) comply with such other requirements as may be set out in the proposal or estimate;
4.1.5) provide your registered company address (if a registered company), or a residential address (as per current electoral role) if 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 §4.1.
4.3) In the event that you do not make use of any work that I produce for you in accordance with the proposal or estimate, you agree to absolve me of all responsibility for any loss of income or any costs or damages suffered by you or any third party as a result of any delay which has been to your business or to the business of any third party.
4.4) If you have appointed me to write the copy for your website and decide not to make final copy revisions until you can see how the copy looks online, uploaded by your web designer, I reserve the right to charge for the project in full – less 10% of final payment – as soon as I have submitted the latest draft.
4.5) should you for any reason fail to maintain communication with me with regard to a freelance project which you have contracted, I will issue an invoice for payment as per our agreed and signed terms. I will consider failure to maintain communication as a period of 21 days in which I do not hear from you, despite sending you at least one email to an address via by which we have previously successfully communication, and from which the email does not bounce. 3 days will be allowed for the last email to be responded to. It is your obligation to ensure you maintain communication throughout the duration of the project.
4.6) Should any project remain unfinished after 30 days, I reserve the right to invoice for all work to date at that point – even if the project then continues after that time and to the agreed scope as per my proposal.
5. Supplier’s Obligations as your Freelance Copywriter and Editor
5.1) I shall provide the services in accordance with the provision of the proposal or estimate. 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 convenience and confirm the reasons for your dissatisfaction in writing within 14 days of receipt of the draft, or before a material deadline if earlier.
5.2) In the event that 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 of 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 any copy is free of spelling mistakes or other literals. However, the responsibility for checking for spelling mistakes or literals is yours, and you absolve me of responsibility of 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 copy concerned, irrespective of whether these errors appeared in any draft of the copy supplied by me.
6. Alterations to the service proposal or estimate
6.1) The parties may, at any time, mutually agree upon and execute a new copywriting proposal. Any alterations in the scope of services to be provided under this Agreement shall be set out, which shall reflect the changed services and fees, and any other terms agreed between the parties.
6.2) You may at any time request alterations to the service proposal by notifying me in writing. On receipt of the requests for alterations, I shall, within five working days or such other period as may be agreed between the parties, advise you by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
6.3) Where I give written notice to you agreeing to perform any alterations on terms different to those already agreed between the parties, you shall, within five working days of receipt of such notice or such other period as may be agreed between the parties, advice me by notice in writing whether or not you wish the alterations to proceed.
6.4) If the alterations are agreed, the service estimate will be amended accordingly. If you do not wish to proceed, this agreement will then terminate and I will submit a final invoice for all work carried out by me to that point, payable in accordance to §3.2 above.
7. Warranty
7.1) I warrant that the freelance 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.
7.2) Without prejudice to §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 relation ot the services to be provided by me.
8. Indemnification
You shall indemnify me against all claims, costs, and expenses which I may incur, and which arise, directly or indirectly, from the breach of any of your obligations under this Agreement, including any claims brought against me alleging that any service provided by me in accordance with the proposal infringes a patent, copyright, or trade secret, or other similar right of a third party.
9. Limitation of Liability
9.1) My entire liability to you in respect of any claim or breach of this Agreement whatsoever, 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, opportunity, or profits, or 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.
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 being 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 the purpose of 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 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.
10.2) Without prejudice to any other rights to which I may be entitled, in the event that you unlawfully terminate or cancel the freelance services agreed to in the proposal or estimate, 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 or less than 5 working days’ written notice, the full amount of the fees set out in the proposal or estimate, 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 §4.1, shall be deemed to be cancellation of the services and subject to the payment of the damages set out in this section.
11. Intellectual Property Rights
11.1) 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.
11.2) When you commission me to write, edit, or in other way provide a service for you as a freelance copywriter, you are purchasing the copyright in the work I write for you, and this is assigned to you on my 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 mam not paid, I reserve the right to refuse the use of my text or images for any purposes.
11.3) I reserve the right to use extracts of any work produced for you in the promotion of Speakeasy Creative and www.speakeasy-creative.co.uk.
12. Force Majeure
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 by not limited to acts of God, strikes, lock outs, accidents, war, fire, the act of 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 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 or estimate necessitated under this section shall be subject to the provisions of §6 above.
13. Independent Contractors
We are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any was as the representative of the other, unless otherwise expressly agreed to in writing by both parties. I may (though unlikely), in addition to my own employees, engage subcontractors to provide part of the service being provided to you and such agreement shall not relieve me of my obligations under this Agreement. A contract will exist only between you the Customer, and I the Supplier, 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
You shall not be entitled to assign rights or 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 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.
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 or estimate, shall not be a waiver of them, or 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 or estimate, and if sent by email shall, unless the contrary is proved, to 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 at which the letter was 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, or 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.
If you have any questions about our Terms and Conditions, please contact us:
- By email:
mitch@speakeasy-creative.co.uk - By visiting this page on our website:
https://speakeasy-creative.co.uk