Freelance Copywriter Terms and Conditions
1. Engagement as Provider
1.1 The Client will engage the Provider on a non-exclusive basis to provide Copy Services (“the Services”) to the Client, and the Provider hereby accepts that engagement and agrees to provide the Services to the Client, in accordance with the terms of this agreement. These Services may include the following:
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Website copy
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Blog copy
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Feature articles
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Lead nurturing email copy
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Magalog content
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Brochure copy
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Other copy, as agreed in a written proposal or brief, or via email
Commencement and duration
1.2 The Provider’s engagement with the Client will:
(a) commence on the Start Date; and
(b) continue indefinitely unless and until it is terminated in accordance with clause 8.
Nature of relationship
1.3 The Provider is an independent contractor of the Client and nothing in this agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.
2. Provision of the Services
Quote
2.1 In respect of each individual engagement for the Provider to provide Services to the Client under this agreement (each an Engagement), the parties must first agree on a Quote. The Provider’s obligation to provide the Services that are the subject of each Engagement does not arise unless and until the Client has notified the Provider of the Client’s acceptance of the relevant Quote.
Standards and duties
2.2 The Provider will, in providing the Services, strive to provide accurate, error-free work. The Provider will maintain the privacy of the Client and be honest and diligent in providing the Services.
3. Pricing and invoicing
Pricing
3.1 Subject to clause 2.1, in respect of each Engagement, the parties have agreed that the total price or price estimate as may apply for the relevant Services (exclusive of GST and Expenses, and including a Deposit where relevant) (the Fees) will be agreed upon as in the relevant Quote, payable in arrears upon completion of the Services to the reasonable satisfaction of the Client, unless otherwise specified.
3.2 Unless specified otherwise, the Provider will invoice the Client by way of a single invoice for all relevant Charges following completion of all relevant work to the reasonable satisfaction of the Client.
3.3 If the Client has not previously engaged the Provider, and the value of the Quote is less than $500, upfront payment of the Quote is provided prior to commencement of the Services.
3.4 A Deposit of 50% of the total of the Quote will be payable if the Quote value exceeds $500 or if the Client has not previously engaged the Provider, payable on the following terms:
(a) the Deposit will be payable upon commencement of the Services. The Provider will invoice the Client for the Deposit at any time, but not less than 14 Business Days, prior to commencement of the Services and the Client must pay the Deposit prior to the commencement of the Services; and
(b) the balance of all relevant Charges will be payable in arrears upon completion of the Services to the reasonable satisfaction of the Client. The Provider will invoice the Client for that balance following completion of all relevant work to the reasonable satisfaction of the Client.
3.5 Where the Quote provides for a price estimate, the Provider will not exceed the price estimate without first advising the Client that additional costs will be incurred, and providing a revised price estimate.
Deposit (if any) non-refundable
3.6 In the absence of any material breach by the Provider constituting a repudiation or deemed repudiation of this agreement, the Deposit (if applicable) is non-refundable.
Reimbursement of Expenses
3.7 The Client will pay all reasonable expenses properly and necessarily incurred by the Provider in the course of providing the Services, provided that:
(a) the Provider:
(i) obtains the Client’s written consent before incurring the expenses;
(ii) provides the Client with acceptable documentation for the expenses incurred; and
(iii) complies with any applicable expenses policy of the Client in force from time to time, provided that a copy of the policy has been provided to the Provider by the Client prior to the relevant expense being incurred; and
(b) the Client will not be required to reimburse the Provider for any amount of GST that the Provider has paid, or is liable to pay, in relation to any supply acquired by the Provider from any third party if the Provider has received, or is entitled to receive, an Input Tax Credit for that GST.
4. Payment
4.1 The Deposit (if any) is payable in accordance with the provisions of clause 3. The Client must pay to the Provider all other Charges properly invoiced pursuant to clause 3 in full on or before the date that is 14 Business Days after the Client’s receipt of the relevant invoice.
4.2 All amounts to be paid by a party to another party under or in connection with this agreement must be paid in cash by credit card, PayPal or via electronic funds transfer into the account nominated by the other party.
4.3 If a party fails to pay any sum payable by it under this agreement to another party at the time and otherwise in the manner provided in this agreement, the other party is entitled to charge interest on that sum from the due date of payment until that sum is paid in full at the Default Rate of 5.00% per annum, calculated daily on the basis of a 365-day year and compounded monthly. Interest will accrue from day to day and will be payable on demand. The payment of interest by a party to another party in respect of any late payment under this clause 4.3 is in addition to any other remedies that the other party may have in respect of such late payment.
4.4 Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this agreement has been determined without regard to GST and must be increased on account of any GST payable.
5. Confidentiality
5.1 A Disclosee must:
(a) keep all Confidential Information confidential;
(b) not use or exploit any Confidential Information in any way except in the proper performance of the Services in accordance with this agreement;
(c) not disclose or make available any Confidential Information in whole or in part to any third party;
(d) not copy, reduce to writing or otherwise record any Confidential Information except in the proper performance of the Services in accordance with this agreement (and any such copies, reductions to writing and records will be the property of the Discloser); and
(e) ensure that any and all Authorised Third Party Disclosees:
(i) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of the Disclosee; and
(ii) do not do, or omit to do, anything which, if done or omitted to be done by the Disclosee, would constitute a breach of this agreement by the Disclosee.
5.2 The Disclosee shall be responsible for, and liable to the Discloser in respect of, the actions or omissions of any and all of its Authorised Third Party Disclosees in relation to the Confidential Information as if they were the actions or omissions of the Disclosee.
6. Intellectual Property
6.1 The parties agree that all Relevant IP will be owned by, and vest in, the Provider until such time as the Client has paid all invoices, at which time the Provider will automatically assign, transfer and convey all current and future right, titles and interest in all Relevant IP.
Permitted use
6.2 The Provider may not use or reproduce any Relevant IP or any other Intellectual Property Rights of the Client or any of the Client’s customers, clients or suppliers without the Client’s prior written approval, except in the proper provision of the Services and performance of its duties under this agreement.
Non-infringement
6.3 In providing the Services, the Provider must not infringe any rights in any Intellectual Property of any third parties and must not, without proper authorisation, make any use of, or bring into the Client’s computer systems or onto the Client’s premises, any Intellectual Property of any third party.
7. Liability
Indemnity
7.1 The Provider will strive to provide accurate, error-free work. Typographical errors or mistakes that are clearly the fault of the Provider will be corrected at no charge.
7.2 Final proofreading is the responsibility of the Client. The Provider is not responsible for any loss or damage due to clerical errors on the part of the Provider which are missed by the Client.
7.3 To the maximum extent permitted by law, the Provider and its Representatives expressly exclude liability for any damage and/or delay in the performance of any obligation of the Provider under this agreement where such damage or delay is caused by circumstances beyond the reasonable control of the Provider and the Provider shall be entitled to a reasonable extension of time for the performance of such obligations, and the Client acknowledges and agrees that the Provider holds the benefit of this clause 7.3 for itself and as agent and trustee for and on behalf of each of its Representatives.
8. Termination
8.1 From time to time, either the Client or Provider may have reason to cancel the Services as agreed under a Quote.
8.2 A cancellation fee of 50% will be invoiced and payable within 14 days if the Client cancels the Services due to a change in direction or no longer requiring the Services.
8.3 In the event that the Client is unhappy with the quality of the content, the Client agrees to allow the Provider the opportunity to revise their work on the Services, with the number of included revisions to be stipulated in the Quote. In the event the Client is still unsatisfied, they have the right to request a full refund from the Provider, which the Provider may provide fully or partially to its discretion.
8.4 The obligations of the parties under clause 5 (Confidentiality) and clause 6 (Intellectual Property) will survive the termination of this agreement.