The Contented Copywriter
BUSINESS TERMS AND CONDITIONS
These Terms and Conditions (the ‘Terms’) are read in conjunction with the Quote provided to You at the time of providing these Terms (the ‘Quote’).
RECITALS
A. The Contented Copywriter offers copywriting for website, blog, SEO, white papers, eDMs or brochures, marketing services, research projects and strategic consulting services tailored to client’s needs and requirements (the ‘Services’). You have engaged The Contented Copywriter to provide the Services.
B. By continuing to work with The Contented Copywriter after receiving these Terms, You accept the Terms and agree to the below.
Parties
You are the Client, and Your details are set out in the Quote.
AND –
The Contented Copywriter Pty Ltd ACN 646 358 974 t/a The Contented Copywriter of PO Box 232 Rozelle NSW 2039 ('The Contented Copywriter').
2. Definitions and interpretation
2.1. Definitions
The following words have these meanings in this Agreement unless the contrary intention appears:
Agreement means this Agreement including any attachment, including the Quote.
Business Day means any day excluding Saturday, Sunday, or a public holiday in New South Wales.
Commencement Date means the date the Services will commence as specified in the Quote.
Completion Date means the date the Services will cease, and the Services will be delivered, as specified in the Quote.
Confidential Information means any information that is:
(a) information, ideas forms, specifications, processes, statements, formulae, trade secrets, drawings, designs (and copies and extracts made of or from that information and data) that is not in public domain; and
(b) confidential by nature, stipulated as confidential or any other information that would be reasonably considered to be confidential due to the value of the information.
eDMs means electronic direct mail;
Intellectual Property Rights means all present and future rights in relation to copyright, trademarks, designs, patents or other proprietary rights, or any rights to registration of such rights, whether created, written, developed or brought to existence by You or The Contented Copywriter in the provision of the Services;
Services means the services specified in the Quote or as agreed between the Parties from time to time.
SEO means search engine optimization;
Term means the length of time between the Commencement Date and Completion Date, or for retainer clients, the length of the Agreement as outlined in the Quote.
3. The Engagement
3.1. Commencement and Completion of the Services
(a) The Contented Copywriter agrees to perform the Services for You, for the Fees and the Term set out in the Quote, commencing on the Commencement Date.
(b) If The Contented Copywriter foresees being unable to complete the Services by the Completion Date, The Contented Copywriter will inform You at Your email address as soon as practicable prior to the Completion Date, and alternative arrangements will be made by agreement of the Parties.
(c) The Contented Copywriter will only provide You with a refund of the Fee in the event that The Contented Copywriter becomes unable to continue to provide the Services (the 'Refund').
(d) If The Contented Copywriter is required to alter the description of the Services, the parties must agree in writing.
(e) If the Quote specifies a retainer agreement, the Term will automatically rollover to an ongoing retainer beyond the initial 12 month term. Rates will be reviewed and agreed upon by both Parties, if required.
3.2. Delays
(a) The Contented Copywriter shall use all reasonable endeavours to meet the Completion Date specified in the Quote but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services.
(b) The Contented Copywriter is not liable for any delays or costs resulting from the actions of third parties, including printing services, on which the Services are reliant on.
(c) All revisions, feedback and sign-offs must be provided by You within 7 Business Days of receiving a first draft of the Services. If one round of revisions was included in the Quote, You have 1 month from the date of receiving the first draft of the Services to provide feedback, otherwise The Contented Copywriter will assume the draft has been approved and issue an Invoice for the remainder of the Fees owing.
(d) Where you require further revisions all further feedback and signoff must be provided by you within 7 Business Days of receiving the revised draft version of the Services.
(e) The Contented Copywriter shall not be liable for delays due to a force majeure event as per clause 9.
3.3. Approvals and Sign-Off and Client Communication
(a) The Contented Copywriter agrees to obtain Your approval as outlined in the Quote.
(b) All Service Fees include 1 round of revisions by You as outlined in the Quote, unless otherwise stated in writing. Additional Revisions or Corrections (beyond the 1 round included) will incur an additional fee payable by You charged at the rate of $240.00 + GST per hour.
(c) All revisions, feedback and sign-offs must be provided by You within 7 Business Days of receiving a first draft version of the Services in a concise and clear manner. Where you require revisions all further revision, feedback and signoff must be provided by you within 7 Business Days of receiving the revised draft version of the Services. Where possible, You agree to use the comment function of Adobe PDF, Google Docs or Google Drive when commenting as opposed to handwritten mark-ups.
(d) All revisions and feedback must be provided by You in a single email, and You agree to include all comments in a single email. Each separate email received in respect of revisions and feedback will be treated as a separate round of revisions.
(e) Once You have given final approval no further changes will be made by the Contented Copywriter and The Contented Copywriter is not responsible for any content, spelling, grammatical, errors or omissions.
(f) It is Your sole responsibility to ensure that The Contented Copywriter receives any instructions, approvals, sign-off or any other form of communication from You. The Contented Copywriter will not be liable for any instructions not received due to technology glitches, communication arriving into a spam folder, or any other reason.
(g) The Contented Copywriter endeavours to return your communication within 7 business days, and asks that You follow-up with a phone call if You are unsure of whether your communication has been received.
3.4. Alterations to the Services
(a) If The Contented Copywriter is required to alter the description of the Services, including any variations to the original brief, The Contented Copywriter must first obtain written consent from You.
(b) You agree that any such variations may result in additional costs incurred and added to the final invoice and will be discussed and approved by You prior to the completion of the work.
4. The Contented Copywriter Obligations
(a) Prior to the Commencement Date, The Contented Copywriter must provide You with written notice requesting all necessary information, documents or data reasonably required by The Contented Copywriter to complete the Services (‘Client Content’). If no written notice is provided, it is implied all relevant information and materials have been supplied.
(b) Throughout the Term, The Contented Copywriter agrees:
i. to perform the Services with due care and skill with knowledge of best industry practices and procedures necessary to undertake the Services;
ii. to regularly update You or Your nominated contact of progress with the Services;
iii. to inform You of any changes in the Services or any potential issues, real or reasonably anticipated, with the Services;
iv. to ensure that the provision of the Services by The Contented Copywriter will not infringe the rights (including Intellectual Property Rights) of any third party; and
v. to not do anything or omit to do anything which may adversely affect Your business or brand or Your reputation; and
vi. If requested, to provide You with a detailed account of Services rendered.
(c) The Contented Copywriter has the right to make any changes to the Services which are necessary to comply with any applicable law.
5. Your Obligations
(a) You agree to provide all necessary Client Content within 2 working days of a written request for the Client Content by the Contented Copywriter to facilitate the execution the Services in accordance with any estimated delivery dates. This includes, but is not limited to:
(i) a written brief, using The Contented Copywriter template or similar
(ii) information requested by The Contented Copywriter to be able to provide the Services;
(iii) any previous copy in an editable format (not PDF);
(iv) branding guidelines;
(v) logos;
(vi) testimonials;
(vii) website sitemap and theme;
(viii) materials.
(b) You agree that The Contented Copywriter may charge additional delay fees if Client Content is sent in the incorrect format or delayed.
(c) You warrant that the Client Content:
i. is owned by You;
ii. does not infringe the rights (including Intellectual Property Rights) of any third party;
iii. contains information that is not misleading or deceptive, or likely to mislead or deceive;
iv. is accurate and free of viruses and security risks;
v. is lawful and does not contain any material that is abusive, defamatory, harmful, hateful or encourages conduct which could constitute an offence, criminal or civil under applicable State or Federal Legislation.
(d) You indemnify The Contented Copywriter against all damages, losses and expenses suffered or incurred by The Contented Copywriter as a result of the Client Content being in contravention of State or Federal Legislation, or any action where such Client Content infringes any intellectual property rights (including copyright) of a third party.
(e) You agree that You shall have and will continue, throughout the Term, to have all licences, authorisations, consents, approvals and permits required by all applicable Laws in order to perform Your obligations under this Agreement, and otherwise comply and will continue to comply with all Laws applicable to the performance of those obligations.
6. Payment for the Services
6.1 Fees
(a) You agree to pay The Contented Copywriter the Fees set out in the Quote.
(b) You agree that all quoted Fees are an estimate only. If the estimate of hours required has been exceeded in order to provide You with the Services, The Contented Copywriter will always provide a revised Quote for additional work.
(c) The Fees payable to The Contented Copywriter to perform the Services may be adjusted from time to time as agreed by the Parties in writing (including email) on account of changes in relation to the nature of the Services to be Performed by The Contented Copywriter.
(d) Deposits and payments are payable as follows:
i. For Services with Fees totalling less than $2,000.00 + GST, the Contented Copywriter will issue an Invoice for the total Fees upon approval by You of the Quote. Full payment of the Fees is required by the due date of the Invoice.
ii. For Services with Fees totalling greater than $2,000.00 + GST, the Contented Copywriter will issue an Invoice for a 50% deposit of the Fees upon approval by You of the Quote. Payment of the 50% deposit is required by the due date of the Invoice and is non refundable. The Contented Copywriter will issue an Invoice for the remainder of the Fees upon completion of the Services, or after the delivery of the first draft of the Services, whichever comes first. Payment of the remainder of the Fees is required by the due date of the Invoice.
iii. For Services agreed under a Retainer basis, invoices will be on a monthly basis, invoiced 30 days in advance.
iv. A 25% loading will be charged for Services that require a turnaround in under 3 days.
v. A 5% Credit Card fee will be applied only if you request to make payment by Credit Card.
6.2. Time and Method for Payment
(a) You agree to make Payment of the Fees upon receipt of Invoices by The Contented Copywriter, and by the due date on each Invoice. You agree to make Payment of the Fees by the method prescribed in each Invoice.
(b) In the event that any payment under this Agreement is not made in full on the due date, The Contented Copywriter is entitled to charge You interest at the rate of 8% per annum, calculated daily.
6.3. Goods and Services Tax
Unless otherwise stated, all amounts expressed and described on or in connection with this Agreement and the Quote are listed in Australian Dollars (AUD) and are GST exclusive, being goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999, inclusive amounts. Where the services are provided outside Australia, GST is inapplicable.
7. Copyright and Intellectual Property Rights
1. Intellectual Property Rights
(a) The Contented Copywriter warrants that it transfers to You the Intellectual Property Rights in the Intellectual Property delivered to You in the provision of the Services.
(b) You grant to The Contented Copywriter a non-exclusive, irrevocable, transferable, royalty-free, perpetual licence to use the Intellectual Property in the Services at any time, for inclusion on its website, blog, portfolio, galleries or for marketing and promotional purposes, at its complete discretion.
2. Indemnification
You hereby indemnify and agree to keep The Contented Copywriter indemnified against all liability, losses or expenses suffered by The Contented Copywriter in relation to or in any way directly or indirectly connected with any breach of copyright by You.
8. Termination of this Agreement
8.1. For The Contented Copywriter
(a) The Contented Copywriter may terminate the Engagement with You for any breach of these terms and conditions by providing 7 days’ written notice to You by email.
(b) The Contented Copywriter must give 30 days written notice of an intention to terminate the Services.
(b) If The Contented Copywriter terminates the Engagement You will pay The Contented Copywriter for the portion of the Services completed up to the date and time of termination.
8.2. For You
(a) You must give The Contented Copywriter 30 days written notice of an intention to terminate the Services.
(b) If You provide notice of your intention to terminate the Services and The Contented Copywriter is engaged on a Project basis, You will forfeit the non refundable 50% deposit paid by You and You will be required to pay a cancellation fee equivalent to 50% of any remaining Fees owing at the termination date and pay for all Services performed, and expenses incurred, up to and including the termination date.
(c) If You provide notice of your intention to terminate the Services and The Contented Copywriter is engaged on a Retainer basis, You will pay any remaining Fees owing at the termination date and pay for all Services performed, and expenses incurred, up to and including the termination date.
9. Force Majeure
(a) If circumstances beyond The Contented Copywriter’s control prevent or hinder its provision of the Services, The Contented Copywriter is free from any obligation to provide the Services while those circumstances continue. The Contented Copywriter may elect to terminate this Agreement or keep the Agreement remaining current until such circumstances have ceased.
(b) Circumstances beyond The Contented Copywriter’s control include, but are not limited to, shortage of labour, pandemics, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, failures or malfunctions of computers or other information technology systems.
(c) For the sake of clarity, if in The Contented Copywriter’s reasonable opinion, the provision of the Services will be affected by the covid-19 Pandemic, The Contented Copywriter may suspend the provision of the Services in part or in whole to You indefinitely. Additionally, The Contented Copywriter will not be liable for any losses or damage due to the covid-19 Pandemic. If You choose to terminate an agreement due to the covid-19 Pandemic, clause 8.2 will apply.
10. Liability and waivers
10.1. Liability
(a) Your total liability to The Contented Copywriter for damage, loss or reliance shall be limited to any outstanding payments (if any) for Services completed by The Contented Copywriter and not paid by You.
(b) The Contented Copywriter’s total liability arising out of or in connection with the Services or this Agreement, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed The Contented Copywriter’s resupply of the Services to the You.
(c) You expressly understand and agree that The Contented Copywriter and its Personnel shall not be liable to You for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by The Contented Copywriter, however caused and under any theory of liability; including, but not limited to: any loss of profit (incurred directly or indirectly), any loss of goodwill or business reputation, death or personal injury and any other intangible loss.
10.2. Colour Accuracy and Spelling/Grammar
You agree that The Contented Copywriter is not responsible for any spelling, grammatical, errors or omissions after final approval.
10.3. Waivers
(a) A waiver of any right, power or remedy under this agreement must be in writing signed by the party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.
(b) The fact that a party fails to do, or delays in doing, something the party is entitled to do under this agreement does not amount to a waiver.
11. General matters
11.1.Communication between Parties
The parties agree to communicate via e-mail and telephone.
11.2.Disclosure and Use of Confidential Information
(a) All obligations of confidence set out in this Agreement continue in full force and effect after the Completion Date.
(b) The Contented Copywriter must not disclose any Confidential Information to any third party, including the customer and/or its agents, employees or servants, without Your prior consent.
(c) The Contented Copywriter must not use any Confidential Information without Your prior consent.
(d) This Agreement prohibits the disclosure of Confidential Information by The Contented Copywriter with exception to the following circumstances:
i. the disclosure is to a professional adviser for it to provide advice in relation to matters arising under or in connection with this Agreement and You have consented to the disclosure of such information to the professional adviser;
ii. the disclosure is required by applicable law or regulation; or
iii. if the confidential information is already in the public domain at no fault of The Contented Copywriter.
12. Marketing
You agree that any testimonials that may be provided by You from time to time may be used by The Contented Copywriter for marketing purposes. You further agree that The Contented Copywriter may utilise Your business logo and business name for promotional or educational purposes.
13. No partnership or agency
Nothing contained or implied in this Agreement will create or constitute, or be deemed to create or constitute, a partnership between the parties. A party must not act, represent or hold itself out as having authority to act as the agent of or in any way bind or commit the other parties to any obligation.
14. Governing Law & Jurisdiction
(a) This Agreement is governed by the laws of New South Wales, Australia.
(b) In the event of any dispute arising out of or in relation to the Services, The Contented Copywriter agrees that the exclusive venue for resolving any dispute shall be in the courts of Australia, situated in New South Wales, Australia.
15. Dispute Resolution & Mediation
(a) If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
(b) A party to this Agreement claiming a dispute (the 'Dispute') has arisen under the terms of this Agreement, must give written notice to the other party detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (the 'Notice').
(c) On receipt of the Notice by the other party, the parties to this Agreement (the 'Parties') must within seven days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.
(d) If for any reason whatsoever, 21 days after the date of the Notice, the Dispute has not been resolved the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by You or Your nominee and attend a mediation.
(e) It is agreed that mediation will be held in New South Wales, Australia.
(f) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
(g) All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" negotiations.
(h) If thirty 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so.
(i) In the event that the Dispute is not resolved at the conclusion of the mediation, either party may institute legal proceedings concerning the subject matter of the Dispute thereafter.
16. Severance
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
17. Assignment
The Contented Copywriter agrees for You to delegate, assign, novate and/or subcontract any obligations pursuant to this Agreement to any person without The Contented Copywriter's consent.
18. Entire Agreement and Modifications
Both You and The Contented Copywriter confirm and acknowledge that:
(a) This Agreement shall constitute the entire agreement between You and The Contented Copywriter and shall supersede and override all previous communications, either oral or written, between the parties;
(b) No agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement; and
(c) If for whatever reason there is inconsistency between this Agreement and any other agreement, this Agreement shall prevail.