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Copywriting Tip #13

Make your sentences pack a punch.
Don’t write -
“Give us a call to find out more”
Swap it round -
“To find out more, give us a call”

 

TERMS & CONDITIONS

Yes – we do have Terms & Conditions … and we’re not shy about them.
They show that, although we may sometimes project a light-hearted image, we take our clients seriously and we take ourselves seriously.

COPYWRITER PRO - TERMS AND CONDITIONS

These Terms and Conditions shall apply to the provision of Services by Copywriter Pro, hereinafter called “the Company”, of 18 Langham Place, Northampton, NN2 6AA, to the Client, as identified in the Quotation or Retained Contract.

1.Definitions and Interpretation:

  • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
  • “Acceptance” means the acceptance of our Quotation, the signing of a Retained Contract, the placement of an order and/or the Client’s written consent to receive the Services, and includes the acceptance of these Terms and Conditions;

“Contract” means the contract formed upon Acceptance as outlined above;

"Copy” means any material provided by us throughout the provision of the Services;

“Expense” means any cost incurred by us in direct relation to the provision of the services;

“Quotation” means the quotation for the performance of the Services, which remains open for acceptance for a period of 30 days and shall constitute our entire scope of works; and

“Services” means any services provided by us to the Client, either on a one-off or retained basis, including but not limited to, copywriting, search engine optimisation, advertising and social media management.

  • Unless the context otherwise requires, each reference in these Terms and Conditions to:
    • “we”, “us”, “our” is a reference to the Company;
    • “writing”, and any cognate expression, includes emails, faxes or similar communications; a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
    • “these Terms and Conditions” is a reference to these Terms and Conditions and each of the Schedules as amended or supplemented at the relevant time;
    • a Clause or paragraph is a reference to a Clause of these Terms and Conditions;
    • a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
  • The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
  • No terms or conditions stipulated or referred to by the Client in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by us in writing
  • Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender. References to persons shall include corporations.

2. The Services

  • We will provide a Quotation to the Client, which shall detail the entire scope of works. The Contract is formed upon the Client’s Acceptance as outlined above, and the Services shall continue for the duration of the Contract unless cancelled or terminated in accordance with clauses 10 and 11 below.
  • Where we are providing copywriting Services to the Client, we will provide Copy for the Client’s approval. We will accommodate a maximum of 3 rewrites of the Copy without charge. Where the Client requires more than 3 rewrites, any additional changes may be chargeable at our discretion.
  • All Copy will be provided to the Client with a watermark and as a read-only document. The Client shall not be entitled to use the Copy, or any of the Services the subject of this Contract, until payment has been received in full.
  • The Client shall be deemed to be satisfied with the Services upon their approval of the final draft. Any changes required to be made after approval of the final draft will be chargeable at our normal hourly rate.
  • Where the Services are being provided under a Retained Contract, we will provide a fixed number of retained hours for the Services and said Services will be carried out while the number of hours remains in credit. If additional hours are required outside of the original allocation of hours, these may be provided by us at our option and shall be payable in accordance with clause 4.4 below.
  • We will use reasonable care and skill pertaining to our profession to perform the Services. We will provide professional advice in relation to the Services but we cannot accept responsibility for any actions taken as a result of such advice, nor can we guarantee the success or outcomes of any Services provided by us. Further, we shall not be liable for any consequences should any professional advice not be taken.
  • We shall use all reasonable endeavours to complete our obligations under the Contract, but time will not be of the essence in the performance of these obligations.

3. Fees

  • The Client agrees to pay the Fees as laid out in the accepted Contract in accordance with the terms of Payment herein.
  • In addition, we shall charge to the Client our reasonable travelling time and travel expenses, any incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
  • The Client will pay for any additional services provided by us that are not specified in the These additional services shall be charged in accordance with our current, applicable hourly rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for expenses.
  • All sums payable by either Party pursuant to the Contract are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that Party shall be additionally liable.

4. Payment

  • For one-off Services, unless otherwise agreed by us in writing, our payment terms are as follows:
    • ⅓ of our contract value to accompany the order
    • ⅓ of our contract value to be received upon our issuing of the first drafts
    • ⅓ of our contract value to be received upon our issuing of the final drafts
  • However, we reserve the right to charge interim progress payments and shall notify the Client accordingly.
  • For Retained Services, we will invoice on a monthly basis throughout duration of contract. At our discretion, the Client may be requested to make a payment on account of fees prior to any services being carried out.
  • All payments required to be made by the Client shall be made within 14 days of the date of the relevant invoice in pounds sterling without any set-off, withholding or deduction except such amount (if any) of tax as the Client is required to deduct or withhold by law.
  • Payment is due in respect of the relevant fees, as detailed in the quotation or Contract, for all days or hours worked (or scheduled to work, but deferred or cancelled by the Client giving less than the required notice outlined in clause 10).
  • We will carry out the Services with reasonable care and skill and as such, will not accept payment being withheld in the unlikely event that the Client is dissatisfied with the Services due to a matter of personal taste.
  • The cost of delays attributable to the Client including, but without limitation, failing to carry out agreed actions or not providing necessary information or services, or failing to give proper notice to terminate or cancel as detailed herein will be charged at our standard fee rates applicable at the time.
  • The time of payment shall be of the essence. If the Client fails to make any payment on the due date then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to suspend the Services and charge the Client interest on a daily basis at an annual rate equal to the aggregate of 8% above the base rate of the Bank of England from time to time on any sum due and not paid on the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue fter as well as before any judgment.

5. Client’s Responsibilities

  • The Client agrees to:
    • appoint a suitably qualified contact to act as the Client’s representative to liaise with us in connection with the Services;
    • provide us with any information, advice, assistance, material and images relating to the services as we may reasonably require within sufficient time to enable us to perform the services in accordance with the Quotation;
    • obtain and maintain all necessary licences, permissions and consents in connection with the Services; and
    • comply with all applicable Health and Safety legislation and regulations in respect of the Company and any employee of theirs, their servants or agents whilst such persons are working on the Client’s premises.
  • If the Client fails to meet any of the provisions of this clause 5, without limiting our other rights or remedies, we shall:
    • have the right to suspend performance of the Services until the Client remedies the default; and
    • not be held liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from our failure or delay in performing any of our obligations as a result;
    • be entitled to claim for any costs or losses sustained or incurred by us arising directly or indirectly from the Client’s default.

6. Notice and/or Lead In Period

Unless otherwise agreed in writing between the parties at the time of acceptance, we require a minimum of 30 days’ formal notice to commence the Services.

7. Delay & Abortive visits

Our price is based on being able to complete our services in the agreed number of hours or visits over the period as detailed in the Contract. If we are prevented from continuous working through to completion, we reserve the right to recover any costs incurred by way of delay or abortive visits.

In the event of a delay, we shall then require, from the Client, a further written notice or lead in period in accordance with clause 6 above.

8. Errors or Discrepancies

The Client shall be responsible for the accuracy of any information submitted to us and for ensuring that the Quotation or Contract reflects the requirements of the Client. Our Quotation is based on the information provided to us at the time of preparing such Quotation. Should any errors or discrepancies become evident which affect the order value, we reserve the right to make any adjustments to it.

9. Variation and Amendments

  • If the Client wishes to vary the services to be provided, they must notify us as soon as possible. We shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Client.
  • If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we shall notify the Client immediately. We shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
  • Any agreed variation or amendment will be carried out in accordance with these terms and conditions and any price increase necessitated as a result of an agreed variation or amendment shall be payable in accordance with the terms for payment herein.

10. Cancellation

  • Should the Client cancel the Contract prior to commencement of the Services, we shall be immediately entitled to payment for:
  • 100% of our fees if cancellation takes place within 5 working days or less of the date of commencement
  • 90% of our fees if cancellation takes place within 8 working days or less of the date of commencement
  • 75% of our fees if cancellation takes place within 10 working days or less of the date of commencement
  • 50% of our fees if cancellation takes place within 15 working days or less of the date of commencement
  • Where services have commenced, we will be immediately entitled to payment for 100% of our fees.
  • We also reserve the right to levy reasonable cancellation charges, including but not limited to, any administration costs, procurement costs, loss of contract and loss of profit, against the Client and these shall fall due for payment immediately.

11. Termination

  • We shall be entitled to terminate this Contract forthwith in the event that:
    • the Client has failed to pay the Fees for a period exceeding 30 days and fails or refuses to do so following the expiry of a written notice from us requesting such payment within 7 days;
    • we give the Client 30 days’ written notice whereby there will be no continuing liability by either Party;
    • the Client demands services which do not form part of the Services and which are not covered by this Contract.
  • The Client shall be entitled to terminate this Contract in the event that:
    • the Client gives us 3 months’ written notice whereby there will be no continuing liability by either Party;
    • we fail, due to no fault of the Client, to render the required Services to the Client in a timely manner and in accordance with the terms of this Contract.
  • Either Party has the right to terminate the Contract immediately if the other:
    • has committed a material breach of this Contract, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
    • goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
  • In the event of termination, all payments required under this Contract shall become due and immediately payable.
  • With the exception of payment, any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination under this Clause 11 on a pro-rata basis.

12. Confidentiality

  • Each Party undertakes that, except as provided by sub-Clause 12.2 or as authorised in writing by the other Party, it shall at all times during the continuance of the Contract and for 1 year after its termination:
    • keep confidential all Confidential Information;
    • not disclose any Confidential Information to any other party;
    • not use any Confidential Information for any purpose other than as contemplated by the Contract;
    • not make any copies of, record in any way or part with possession of any Confidential Information; and
    • ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 12.1.1 to 12.1.4.
  • Subject to sub-Clause 12.3, either Party may disclose any Confidential Information to:
    • any of their sub-contractors or suppliers;
    • any governmental or other authority or regulatory body; or
    • any of their employees or officers or those of any party described in sub-Clauses 12.2.1 or 12.2.2;
  • Disclosure under sub-Clause 12.2 may be made only to the extent that is necessary for the purposes contemplated by the Contract, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 12.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
  • Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
  • When using or disclosing Confidential Information under sub-Clause 12.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
  • The provisions of this Clause 12 shall continue in force in accordance with these terms, notwithstanding the termination of the Contract for any reason.

13. Documentation

We include for any documentation to be submitted in our normal standard format only. If additional copies or specific requirements are needed, we reserve the right to apply additional charges. We shall retain title to the documentation and no documentation shall be handed over until all payments as detailed above have been paid in full.

14. Literature and Representations

Any marketing literature is presented in good faith as a guide to represent the services offered and does not form a part of the Contract.

None of our employees or agents are authorised to make any representation concerning the services unless confirmed by us in writing. In entering into the Contract, the Client acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not so confirmed.

15. Copyright and Licensing

  • The copyright in the Copy is and shall remain our Subject to a written agreement to the contrary, nothing in the Contract shall vest any ownership rights in the Client
  • We will provide a non-exclusive copyright licence to the Client. The Client shall have the right to use the Copy for the following purposes only: for use on the Client’s own website or own social media sites and in the Client’s own promotional and marketing Should the Copy be required for any other purpose, further permission must be requested from us in advance.
  • If accepted and payment is made in accordance with the terms of payment herein:
    • The licence shall become effective following provision of the approved Copy to the Client.
    • The licence shall apply only to the approved Copy and shall not extend to any other material viewed by the Client.
    • The Client may not sub-licence the Copy without our prior written permission.
    • We reserve the right to use the Copy in any advertising or promotional material, publications, print, or any other purpose required by us.
  • Any licence granted shall be automatically revoked if the Client breaches any of the terms of the Contract.
  • The Client warrants that any document or instruction furnished or given by them shall not cause us to infringe any letter patent, registered design or trade mark in the execution of these services and shall indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for infringement of any patent, copyright, design, licence, trademark or any intellectual property rights which results from our use of the Client’s information.

16. No employment

Nothing in this Contract shall render or be deemed to render us an employee or agent of the Client or the Client an employee or agent of ours.

17. Insurance

We include for Public Liability Insurance and Professional Indemnity Insurance.

18. Assignment and Sub-Contracting

  • The Client shall not be entitled to assign the benefits under the Contract.
  • We may sub-contract the performance of any of our obligations under the Contract without the prior written consent of the Client. Where we are sub-contracting the performance of any of our obligations under the Contract to any person with the prior consent of the Client, we shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.

19. Liability and Indemnity

  • Except in respect of death or personal injury caused by our negligence, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract.
  • All warranties or conditions whether express or implied by law are hereby expressly excluded.
  • The Client shall indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or damage to any equipment (including that of third parties) caused by the Client, or his agents or employees.
  • We shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of our obligations if the delay or failure was due to any cause beyond our reasonable control.
  • In the event of a breach by us of our express obligations under these Terms and Conditions, the remedies of the Client will be limited to damages, which in any event, shall not exceed the fees and expenses paid by the Client for the Services.
  • Any property including both hardware and software supplied to us by or on behalf of the Client shall be held and worked upon by us at the Client’s risk. We shall not be liable for any loss or damage to any such property.

20. Restrictive Covenants

  • Neither we nor the Client will, during the term of the Contract and for a period of 2 years from the expiry of this Contract, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other. Whilst the above restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if, taken together they are adjudged to go beyond what is reasonable in all the circumstances for our protection but would be judged reasonable if part or parts of the wording of them were deleted or its period reduced or an area defined, they shall apply with such words deleted or with such modifications as may be necessary to make it valid and effective.

21. Force Majeure

Neither we nor the Client shall be liable for any failure or delay in performing our obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Company failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

22. Waiver

  • No waiver by us of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of the Contract shall be effective only if given in writing and signed by the waiving Party and then only in the instance and for the purpose for which the waiver is given.
  • No failure or delay on the part of any party in exercising any right, power or privilege under the Contract shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.

23. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.

24. Data Protection

Both parties agree to comply with all applicable data protection legislation, including but not limited to the Data Protection Act 1998 and any subsequent amendments thereto.

25. Third Party Rights

No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.

26. Notices

  • All notices under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or on the tenth business day following mailing, if mailed by airmail, postage prepaid. In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
  • Service of any document for the purposes of any legal proceedings concerning or arising out of the Contract shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.

27. Law and Jurisdiction

  • These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
  • Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

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