TERMS & CONDITIONS

Background

Prior to beginning a proofreading or editing project, we shall both sign a letter that outlines what we have agreed for a specific project (the Letter); the Letter implicitly incorporates the Terms & Conditions, which follow just below.  Therefore, when agreed to and accepted by you (the Client) [by your entering your full legal name, dating and signing it], the thereby ‘agreed Letter’ will create a binding and legally enforceable contract between you (the Client) and Julie Barrett/one of our consultants (trading as Purposive Text).

FREELANCE SERVICES

1.       The project will be carried out unsupervised at such times and places as determined by Purposive Text, using their own equipment.

2.      Purposive Text confirms that each of its consultants is self-employed, and is responsible for their own income tax, National Insurance contributions, and for paying VAT (if this becomes applicable)

3.       The information that the Client and Purposive Text may keep on record is covered by the terms of current General Data Protection Regulation(s). Only such information will be held and processed as is necessary, at any time, to carry out the project as agreed in the Letter, and to maintain a record of project enquiries, commitments, work-in-progress and completed projects for a period of 7 years after completion or such other period as may be necessary under applicable law. Both the Client and Purposive Text agree that, where consent is required to hold or process such data for such purposes, such consent has hereby been requested and obtained by signing of the agreed Letter. Either party may view the other’s records to ensure that they are relevant, correct and up-to-date, and requests for correction or up-dating will be carried out within a calendar month.  Data will be kept securely on password-protected computers, mobile devices, or in password-protected e-documents (where these are stored on non-password-protected devices); where hard copy is kept, this will be in lockable storage and, when applicable, disposed of securely.

 

PUBLISHING RIGHTS

4.       Client acknowledges that he/she either owns or has obtained all rights and permissions to publish materials to be used in the project, and the Client shall be solely responsible (as between Client and Purposive Text) for the materials and observance or maintenance of any intellectual property rights (such as copyright) involved. 

5.       The text that the Client provides must not be a work in the public domain (unless Client is, or is demonstrably licensed to do so by, the original author).

6.       Client agrees to indemnify, hold harmless and defend Purposive Text and its consultants from any and all libel, contractual, copyright and permission infringement action resulting from materials Client provides.

7.       Copyright in any content created by Purposive Text as part of the project is, by signing the Letter, transferred to the Client, unless otherwise agreed in writing.

 

CONFIDENTIALITY

8.       All Client information and materials are considered confidential to the Client, and only for use by Purposive Text to provide a cost estimate for - or to carry out and complete - the project. Client information and project materials will not be given out or shared with any third party, other than consultants (who will be subject to the same confidentiality provisions) to either Purposive Text or Julie Barrett, unless otherwise requested in writing by the Client. 

9.       The terms of this paragraph will not apply to information that:

          a)       is or in future comes into the public domain (unless as a result of a breach of these Terms & Conditions or those of the agreed Letter); or

          b)       is already known to Purposive Text, and which was not subject to any obligation of confidence before it was disclosed to Purposive Text by the Client.

10.      Nothing in these Terms & Conditions or the agreed Letter will prevent the receiving party from making any disclosure of the other party’s confidential information as may be required by law or by any competent authority.

11.      Client agrees that Purposive Text may use Client’s name and project or text title on Purposive Text’s website or social media, or in any other way aimed at marketing and promoting the services of Purposive Text or its consultants.

PROOFREADING SERVICES

12.      Purposive Text will supply ‘proof-reading services’ consisting of: correcting punctuation, grammar, spelling, capitalisation, typographical and use of English language errors, and inconsistencies in cross-referencing, page and other numbering in the text provided by the Client.   The Client is responsible for instructing Purposive Text as to whether US or UK English is to be used for the project.

13.      ‘Proofreading’ does not include additional ‘editing services’ such as: fact-checking; reference-correction or -addition; editing in line with defined style guidelines; improving, or providing suggestions for improving, the quality of the writing, such as to aid clarity,  readability or communication; or any other services not specified as ‘proofreading services’ in paragraph 12, above.  One or more of these ‘editing services’ may be added and agreed in the Letter, and subject to the same Terms & Conditions as herein (mutatis mutandis). These ‘editing services’ generally necessitate inclusion of ‘proofreading services’ as a pre-requisite, and cannot generally be carried out in isolation from ‘proofreading services’.

14.      Purposive Text will make any corrections using either the Microsoft Word® 2016 Review/Track Changes button (for .doc or .docx documents) or the editing tools in Adobe® Acrobat Reader DC (for .pdf documents) or as otherwise agreed in the Letter (such as in manuscript on hardcopy), or any updated version of the foregoing, and will return the corrected document electronically to the Client. Client is responsible for accepting or rejecting any or all corrections.

15.      Word count is determined by Microsoft Word® 2016’s Review/Word Count feature (or any updated version of this feature) and is based on the length of the manuscript before proofreading begins.

16.      All documents are corrected to a high standard.  Purposive Text will use reasonable care and skill to carry out the project to the best of their ability, but cannot guarantee that the corrected documents are “perfect” or “without error.” If Client wishes to raise an issue regarding the standard of the corrected text or a part of it, then this should be done as soon as possible after receipt, and Purposive Text will use all reasonable endeavours to rectify the issue at no additional charge to Client.

PAYMENT

17.      Client will pay a total cost of the project based on: a fee per hour or per word or per printed page or a flat fee for the project (plus VAT where applicable), as agreed in the Letter, which will be based on both the description of the proofreading and/or editing as agreed in the Letter and the text supplied by the Client.

18.      Client agrees, if requested by Purposive Text in the Letter, to pay

          (a) an initial deposit of half the estimated total cost of the project before work will begin on the project; and/or

          (b) staged payments at set stages during a lengthy project (such as on completion of each chapter or section of a book), as expressly stated in the Letter (if applicable).

The remaining balance of the total cost is in any case due upon completion and delivery to the Client of the project.

19.      If, on receipt of the text or at an early stage during carrying out the project, it becomes apparent that significantly more or different work is required from that which had been anticipated in the Letter, then Purposive Text may re-negotiate the fee and/or any completion and delivery date.

20.      If, during the term of the project, additional tasks are requested by the Client, then Purposive Text may re-negotiate the fee and/or any completion and delivery date.

21.      Unless agreed otherwise in the Letter, payment will be made within 30 calendar days of receipt of Purposive Text's invoice, according to the Late Payment of Commercial Debts (Interest) Act 1998 (amended 2002 and 2013), nett of any and all bank, transfer, currency or other charges incurred by Client in making the payment.

COMPLETION and DELIVERY

22.      The project will be completed and delivered on or before the respective date(s) agreed in the Letter, or any date subsequently renegotiated according to paragraph 19 or 20, above.

23.      Making the final payment will signify final approval by the Client of the proofreading and any editing (if applicable) of the text and thereby completion and receipt of the contracted project.

24.      Purposive Text retains the right to discontinue, withhold or suspend services to any Client should payment(s) not be paid for a contracted project or part thereof (such as when staged payments are agreed) as specified in the Letter or these Terms & Conditions.

CANCELLATION POLICY

25.      The Client or Purposive Text may cancel their agreement at any time by providing written notice to the other party.

26.      If either the Client or Purposive Text cancels a project before work has started on it, then neither the Client nor Purposive Text is under further obligation to the other, and any agreement will be considered cancelled or terminated, subject to continuation of the provisions of paragraphs 3-6, 8-10 and 28-34 of these Terms & Conditions.

27.      If the Client should stop or cancel a project once work has started on it, the Client will be liable to pay for the work completed up to and including the day of notifying Purposive Text of the cancellation. In such a case, the provisions of these Terms & Conditions will continue in force (mutatis mutandis) in respect of the completed part of the project.

LIABILITY

28.      Purposive Text is not liable for damages of any kind, including any loss of revenue or profit, loss of business or reputation, or loss of data, in any way related to our services.

29.      Purposive Text is not responsible for any claim, loss or injury based on errors or any other inaccuracies appearing on our site or in Client’s text, including without limitation as a result of any breach of these Terms & Conditions or the agreed Letter.

ENTIRE AGREEMENT

30.      Subject to the provisions of paragraph 31, below, these Terms & Conditions taken together with the agreed Letter comprise the entire agreement in relation to the referenced project of all parties. No additional promises or conditions, written or oral, apply.

MODIFICATION OF AGREEMENT

31.      Modification of any provisions of these Terms & Conditions or the Letter is not valid and enforceable unless previously confirmed in writing, dated and signed, either in hard copy or by e‐signature, by both Client and Purposive Text.  References herein to the ‘agreed Letter’ include any such agreed modifications.  In case of any conflict between the terms of the Letter and those of these Terms & Conditions, those in the agreed Letter prevail.

SEVERABILITY

32.      The finding of any provision of the agreed Letter or these Terms & Conditions to be invalid or unenforceable does not render the remaining provisions invalid or unenforceable.

GOVERNING LAW

33.      The agreed Letter and these Terms & Conditions are subject to the laws of England and Wales, and both Purposive Text and Client agree to submit to the jurisdiction of the English and Welsh courts.

NOTICES

34.      Notices, as referred to in the agreed Letter or these Terms & Conditions, can be served by post or email to the address given in the agreed Letter or latest-dated modification thereof.

PROPRIETARY INFORMATION

Purposive Text and Purposive Step are trade marks of Julie Barrett.  Purposive Step is a registered UK trade mark.  All copy is Julie Barrett's copyright 2019, or earlier.  All rights are reserved.

 

©2019 by Julie Barrett (t/a Purposive Text)