Terms and conditions for editorial services
Terms and conditions for editorial services
Last updated: 1 March 2020 (to reflect change of Society for Editors and Proofreaders to Chartered Institute of Editing and Proofreading)
General principles
A contract between us is an equitable exchange. In return for a clear brief, reasonable and informed expectations of the assignment, and prompt payment of agreed fees, I will offer my best, professional work on the agreed task.
I am an Advanced Professional member of the Chartered Institute of Editing and Proofreading and subscribe to its code of practice. I draw your attention particularly to the CIEP code of practice, sections 3, 4 and 5 (https://www.ciep.uk/standards/code-of-practice/) as a guide to the responsibilities and reasonable expectations of both clients and editorial service providers.
A contract will be made between us when we have agreed on a brief, you have accepted these terms and conditions by completing and submitting my Acceptance and Booking Form, and when I have received any deposit agreed. These terms and conditions govern any contract for services between us.
1. Parties
These terms and conditions apply to any contract of services made between the Client (‘you’ and ‘your’) and Gibraltar Wordworks Limited, a company incorporated in England and Wales with registration details shown on the Acceptance and Booking Form, whose editorial services are provided by Louis Greenberg, its director (‘I’, ‘me’ and ‘my’).
2. Quotations
2.1 You accept that firm quotations can be given only on materials relating to the work you would like me to do, seen in their entirety by me. Quotations given on materials not seen or seen only in part by me are provisional.
2.2 If, on receipt of the assignment or at an early stage, it becomes apparent that significantly more work is required than had been anticipated in this agreement, I may renegotiate the fee and/or the deadline. Similarly, if, during the term of my work, additional tasks are requested by you, I may renegotiate the fee and/or the deadline. Further work on the assignment will not commence until you have confirmed in writing that the adjustment of the fee and/or deadline has been fully accepted.
3. Acceptance of this agreement
3.1 By completing and submitting my Acceptance and Booking Form and paying any deposit requested, you accept the terms of this agreement and my privacy policy.
4. Terms of the assignment
4.1 You are under no obligation to offer me work; neither am I under any obligation to accept work offered by you.
4.2 The materials that are the subject matter of the assignment will be delivered on or before the start date, the work will be done for the agreed fee, and will be based on the agreed brief.
4.3 During the period of this agreement, I may accept and perform engagements for other companies, firms or persons which do not conflict with or materially impinge on my ability to complete the assignment.
4.4 Unless prevented by ill health or accident and subject to the express provisions of this agreement, I will undertake the assignment from the start date until the assignment is completed in accordance with this agreement or until this agreement is terminated in accordance with clause 9 below.
4.5 This agreement may be extended or renewed only by mutual agreement of the parties in writing.
4.6 You shall at your own expense supply me with all necessary documents or other materials and all necessary data or other information relating to the assignment within sufficient time to enable me to undertake the assignment in accordance with this agreement.
4.7 The assignment will be undertaken unsupervised at such times and places as determined by me using my own equipment, unless otherwise agreed by the parties in writing.
4.8 If for any reason I cannot complete the work within the timescale you request, I will tell you as soon as possible so that we can agree on alternative arrangements (e.g. rescheduling or cancellation).
5. Payment terms
5.1 You agree to pay me in full for my work in relation to the assignment, including any deposit and the full outstanding fee on completion of the assignment.
5.2 On completion of the assignment, I will present you with an invoice reflecting fees, additional costs and deposits received. Any queries about an invoice should be raised within seven days of issue.
5.3 Payment is due within 30 days of the date of the invoice. I reserve the right to charge interest on overdue payments in accordance with the terms set out in the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debt Regulations 2002.
5.4 You accept that, in the event of late or non-payment, I may refer the matter to a debt collection agency and/or start legal proceedings. You accept full liability for meeting the additional costs that would be incurred by such legal action.
5.5 Title (i.e. legal ownership) of any content or services provided by me, e.g. all tracked changes and comments in a Word document or all comments and mark-up on a PDF, does not pass to you until your payment has been received as cleared funds. You are unable to use or publish my suggested changes until I have been paid. I retain copyright over my content until I have been paid in full, at which stage title to this content will transfer to you.
6. Additional costs
6.1 If necessary and possible, I agree to attend your or other premises for meetings in relation to the assignment, a fee for the time spent and agreed reasonable expenses incurred to be reimbursed by you.
6.2 You will reimburse me for agreed reasonable expenses over and above usual expenses incurred in the process of undertaking the assignment. This includes but is not limited to postal, courier and special delivery charges.
7. Cancellation fee
7.1 If the assignment has been scheduled and is then cancelled prior to the actual start, any deposit received be me will not be refundable.
7.2 If the assignment is cancelled once the assignment has commenced, you shall pay me in full for that proportion of the assignment already completed, plus a cancellation fee of 50% of the remainder of the assignment.
7.3 Partially completed work performed under a cancelled contract will only be returned to you once I have received the outstanding fees.
8. Limitation of liability
8.1 I shall not be liable to you by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the express terms of this agreement for any loss of profit or any indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by my negligence or otherwise) which arise out of or in connection with the undertaking of the assignment or its use by you.
8.2 I shall not be liable to you should the assignment be delayed, or the materials lost or damaged when returned by me to you in the manner agreed by the parties.
8.3 You are at all stages responsible for the content of your work. I cannot be held responsible for the legality or validity of the information that is included in your work.
8.4 My services do not imply my endorsement of your work’s contents. I accept no responsibility for any threatening, libellous, obscene, harassing or offensive material contained in your work, any infringement of third-party intellectual property rights arising from it, any crime facilitated by it or any subsequent use of it upon completion of work by me.
9. Right to terminate
9.1 I reserve the right to refuse any assignment for any reason.
9.2 I reserve the right to terminate the assignment without further notice if it is delivered to me after the start date and the deadline is not appropriately extended by you.
9.3 While every effort is made to carry out contracts, no responsibility is taken for variation or cancellation owing to force majeure or any other cause beyond my control. I or, in the event of my absence, a party acting on my behalf will notify you as soon as possible by the most expeditious means available to explain the circumstances, and, if you then wish to terminate the agreement, you may do so, provided that I am paid in full at the agreed rate for any work already completed. You are not obliged to offer further work tome, and I am not obliged to accept ongoing work, even if it is offered.
9.4 I reserve the right to refuse to provide a service to you or to cancel the service at any time, even once the contract exists, for a specific reason. Specific reasons for refusal might include but are not limited to: the document you send to me requires substantially more work than was asked for or was agreed or was implied by the sample and so the work cannot be completed by me within the requested time frame; the content of your work is offensive, obscene or illegal; fraud is suspected; I have evidence to suggest that you are guilty of plagiarism; or there is non-payment of a payment due. On notice being given to you of the termination of the contract, you would be required to pay me all sums due.
9.5 I reserve the right to refuse to accept or to terminate with immediate effect the assignment if its completion would involve the illegal copying of software programs.
9.6 This agreement will terminate automatically without any requirement for notice or payment in lieu of notice in the event that I become unable to undertake the assignment by reason of permanent incapacity or in the event that you or I go into liquidation or make a voluntary arrangement with our creditors or have a receiver or administrator appointed.
9.7 Either party may by written notice summarily terminate this agreement with immediate effect if the other party breaches any term of this agreement which in the case of a breach capable of remedy is not remedied by the defaulting party within 21 days of a written notice from the other specifying the breach and requiring its remedy.
9.8 I shall not be liable to you or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of my obligations in relation to the assignment if the delay or failure was due to any cause beyond my reasonable control.
9.9 If you breach any of the terms and conditions I will hold you fully responsible for any legal claim for expenses, liability or financial losses, including legal fees incurred by me caused by your breach.
10. Quality of work
10.1 I undertake to make all reasonable efforts to carry out the assignment in accordance with your instructions. You accept that I set my own working methods and undertake to provide the assignment to the standards accepted within the publishing industry of the United Kingdom, with particular reference to the code of practice of the Chartered Institute of Editing and Proofreading. I accept no liability for the omission of material to which I have no reasonable access.
10.2 I shall make every endeavour to avoid errors. Despite this, I accept no responsibility for any errors, ambiguity or lack of clarity or the consequences of any errors, ambiguity or lack of clarity in original material supplied.
10.3 Where we agree that the assignment undertaken by me is not of a reasonable standard, I will correct the work free of charge or at a rate agreed by us.
11. Employment status
11.1 Both parties agree and intend that this legal relationship is one of undertaking independent specialist services, and specifically is not a relationship of master and servant or employer and employee. Nothing in this agreement shall render me an agent or partner of yours and I will not represent myself as such.
11.2 Unless otherwise agreed by the parties, I shall not be subject to directions from you as to the manner in which I shall perform the assignment.
11.3 Gibraltar Wordworks Limited is not registered for Value Added Tax.
11.4 Louis Greenberg, the provider of editorial services for Gibraltar Wordworks Limited, is responsible for his own income tax and National Insurance contributions, and will not claim benefits granted to your employees.
12. Variations of terms
12.1 I reserve the right to change these terms and conditions at any time without notice and without liability arising from such an action.
12.2 If these terms and conditions change materially over the duration of an assignment, I will inform you of these changes.
13. Confidentiality
13.1 The information that you and I may keep on record is covered by the terms of the General Data Protection Regulation. No more of such information will be held than is necessary, at any time, to comply with those terms. Both you and I agree that, where consent is required to hold or process such data, such consent has been requested and obtained and both facts can be demonstrated. Either may view the other's records to ensure that they are relevant, correct and up to date.
13.2 The nature and content of the assignment will be kept confidential and not made known to anyone other than you or me without prior written permission.
13.3 I will not disclose or use or cause to be disclosed or used at any time during or subsequent to this agreement any secret or confidential information of yours or any of your clients or customers or any other non-public information relating to your business, financial or other affairs acquired by it except as required by you in connection with my performance of the agreement or as required by law.
13.4 All notes, computer disks and tapes, memoranda, correspondence records, documents and other tangible items made, used or held by me in the course of undertaking the assignment will be and remain at all times your property.
13.5 On completion of the assignment or at any other time requested by you, I shall return any original photographs, negatives and rewritable media, along with any other material requested at the start of the assignment.
13.6 I keep clients’ files on a personal computer, in password-protected cloud-based storage and use an external hard drive for back up. I delete these files from time to time, but will erase them on request by you.
13.7 If the work assigned is published, you agree that I can use your name and the work’s title and a link or reference to the published work in my promotional material.
14. Standard terms
14.1 This agreement is personal between me and you and neither may sell, assign or transfer any duties, rights or interests created under this agreement without the prior written consent of the other. Nothing in this agreement is intended to confer on any person any right to enforce any terms of this agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
14.2 Failure by me to enforce any rights under these terms and conditions is not to be deemed a waiver of those rights, unless I confirm a waiver in writing. If there is a waiver or variation of any of these terms and conditions by me at any time, then that will constitute a waiver or variation for the purpose of that particular part of the terms and conditions only and the remaining terms and conditions will continue to apply to you fully.
14.3 This agreement supersedes any previous agreement between the parties in relation to the matters dealt within it and represents the entire understanding between the parties.
14.4 This agreement is subject to the laws of England and Wales, and both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.