1. These terms and conditions apply to any work undertaken by Amanda Timbrell, the editor, on behalf of you, the client.
2. The editor will provide proofreading/editing services agreed upon, in writing, by the editor and the client. (In writing, for the purpose of this agreement, includes email.)
3. Following an initial consultation, and sample edit, neither the client, nor the editor, are under any obligation to enter into an agreement.
4. All proofreading/editing work will be carried out by the editor and will not be subcontracted to third parties.
5. The work will be completed in a time frame agreed, in writing, by the client and the editor.
6. Any additions, or changes to the project, may alter the due date and may be billed as additional work. Changes made to material that has already been submitted, for editing, may be considered additional work.
7. The editor will keep the client informed of additional work that is required, or recommended, and request the client’s approval for any additional work, associated expenses and changes in the project deadline.
8. Any requests for additional work and renegotiated deadlines, or fees, will be in writing.
9. If, on receipt of the project, it becomes apparent that significantly more work is required than had been identified in the initial discussion, or from the sample supplied, the editor may renegotiate the fee and/or the timeframe, or decline to carry out the work.
10. The work plan requires that both the client and the editor meet the agreed deadlines. Adjustments to the work plan may be required if agreed deadlines are not met.
11. On completion of the project, files will be returned to the client electronically.
12. Digital files may become corrupted or erased with improper use. Storage systems may degrade over time. It is the client’s responsibility to ensure the safekeeping and stability of the files once the editor has released them to the client.
13. The client will pay 50% of the total payment as a deposit at the time of booking. The remainder will become due on completion, prior to the file being released back to the client. All payments to be made by bank transfer to the editor’s account.
14. All work is the exclusive property of the editor until the client’s invoice is paid in full. Once the client pays all fees due, under this agreement, any copyright the editor may have in the product developed under this agreement will transfer to the client.
15. Under English law, copyright in an original work automatically belongs to the person who created the work. Editing that work does not change the author’s copyright of the original work. However, depending on the extent of editing, the edited version of the original work could be considered its own original work (sometimes known as a derivative work). Copyright in that changed version would rest with the editor.
16. The editor is an independent contractor. Nothing in this agreement will be understood to create a partnership, joint venture or co-venture, agency, or employment relationship between the client and the editor.
17. The client will provide all information that has a direct bearing on the successful outcome of the project and will inform the editor, in writing, of any portion of the work, or related information, that is confidential. The editor will hold in confidence and not disclose the confidential information to any third party, except with the client’s written consent or as required by law with prior notice to the client.
18. The editor will take all reasonable steps to safeguard and prevent the loss, destruction, or unauthorised access, use, or disclosure of the confidential information using a reasonable degree of care and no less than the same degree of care used to protect the editor’s own confidential information. The editor will promptly return, or destroy, as directed by the client, confidential information and any other client property requested at any time.
19. The editor will not make any unauthorised use of any of the client’s trade secrets, confidential information, proprietary property, trademarks, or copyrighted materials.
20. The editor will endeavour to identify elements of a work that may require copyright permissions and, depending upon the terms specified in this agreement, may assist the client in obtaining the necessary permissions. However, the client accepts responsibility for complying with copyright laws and obtaining the necessary permission to use any elements of provided text, graphics, photos, music and song lyrics, designs, trademarks, or other created work to be included in the final product.
21. The editor will offer advice and make suggestions to the client. While the editor will make every effort to identify and bring questionable material to the client’s attention, it is not possible to guarantee error-free content.
22. The editor’s responsibility is limited to notifying the client of any suspected or unresolved issues within the edited work. The client is responsible for accepting, or rejecting, the editor’s suggestions and resolving any issues identified by the editor, such as suspected plagiarism.
23. Rejecting or disliking the editor’s suggestions is not a basis for refusing to pay the fees outlined in this agreement.
24. The editor will comply with all applicable indemnity and liability laws in the course of performing the services.
25. The client agrees to indemnify the editor from any and all claims or demands, including legal fees, that arise out of any alleged libel, copyright infringement, or other legal or contractual issues created by the client in writing, revising, publishing, or otherwise using the work.
26. If the editor cannot perform the duties outlined in this agreement for reasons beyond the client’s or editor’s control, the editor will refund any amount paid by the client for services not delivered, including any unearned portion of a deposit. The client will not have any further liability with respect to the agreement.
27. The editor will not be liable for any amount in excess of the fees due under the Agreement. This limitation on liability also applies if information or materials are damaged or lost without fault on the part of the editor.
28. Both the client and editor have the right to terminate a contract for services, at any time, if there is a serious breach of its terms.
29. The client is free to cancel a service, for any reason, by providing the editor with written notice. In order to be valid, this must be acknowledged in writing.
30. The editor may cancel a service at any time, for any reason, by providing written notice to the client. In this case, any overpayment will be refunded.
31. In the event of unforeseen circumstances, such as family crisis, illness or bereavement, affecting either party, which may cause cancellation or delay, deadlines may be renegotiated or the project may be terminated.
32. If the client wishes to cancel more than one calendar month prior to the start date, no charge will apply and any deposit will be refunded in full.
33. If the client wishes to cancel within one calendar month of the start date, up to the start date, the deposit is non-refundable.
34. After the start date, the editor reserves the right to invoice 100% of the fees. However, if there are extenuating circumstances, outstanding fees may be negotiated with the client. In all cases, the editor will invoice for all hours worked up to the cancellation date.
35. This agreement may be terminated, at any time, by the client or the editor. In this event, the client will pay the editor for work done and expenses incurred up to the date of termination.
36. The provisions of this agreement that, by their nature, are intended to extend beyond its termination, will survive and remain in effect despite the completion of the services or the termination of the agreement. This includes the sections of this agreement required for its interpretation and enforcement.
37. The electronic file, from the client, must be provided to the editor by the end of the day (23.59pm) on the start date. Any file not received by this time will have been deemed cancelled and the client will be invoiced as per cancellation.
38. Any modification to the agreement, by either party, should be agreed in writing.
39. Communications by email will be considered to have been received at the time of delivery or transmission if that delivery or transmission occurs prior to 5pm on a working day. Any communication received after 5pm will be considered to have been given and received on the next working day. For the purposes of this agreement, a working day means Monday – Friday exclusive of bank holidays.
40. The client, or the editor, may request that any dispute arising out of this agreement be submitted to binding arbitration before a mutually agreed-upon arbitrator. The arbitrator’s decision or award will be final.
41. This agreement will be governed and interpreted in accordance with the laws of England and Wales.
42. If any part of this agreement is found to be unlawful, void, or for any reason unenforceable, it will be considered separate from this agreement and will not affect the validity and enforceability of the remaining agreement. If either the client or the editor waives a breach or default under this agreement, the waiver will not apply to a repeat of the same breach or to a breach or default of another clause in the agreement.
43. Any modification of this agreement must be in writing and acknowledged in writing by both the client and the editor.
44. The client and the editor each confirm that they have full power and authority to enter into this agreement and acknowledge that their electronic signatures are sufficient proof of accepting the terms of this agreement.