COPYWRITING & STRATEGY SERVICES AGREEMENT
(‘Agreement’)
This Agreement is made between: (‘Client’)
And: Nikki Clark of Creative Commune Pty Ltd (ABN: 45 643 960 589) PO BOX 5115 Sydney NSW 2097 (‘Strategist’)
‘Assignment’ means the project, work or content described in the Proposal document
‘Fee’ means the price for the Services, project or Assignment agreed in the Proposal.
‘Services’ means the copywriting services outlined in the Proposal and any other services that may be agreed in writing from time to time
‘Proposal’ means the outline of our Services for your work or project.
‘Writer’ means the person who is engaged and agrees to perform the Copywriting Services for the Client.
DELIVERY OF SERVICES AND ASSIGNMENTS
The Writer agrees to deliver the Assignment agreed in writing between the parties. All brand blueprint and copywriting Assignments require a minimum of 5 weeks turnaround from the date of the complete brief from the Client. In the event of any delay in delivery, the Writer will notify the Client to discuss and agree an alternate date. The Client acknowledges that any late provision of any materials, feedback, information or responses that the Writer may have requested or require may result in a delay to delivery of the Assignment. The Client acknowledges that the Writer is not responsible for any such delay.
The Fee will include a first draft and limited to 1 reasonable revision. A ‘reasonable revision’ means non-material, minor editorial changes only. Any structural, substantial changes or new material not included in the original Proposal will be charged at the Writer’s hourly rate at the time of the request.
Requested revisions must be returned to the Writer within 1 week of submission of the first draft or as otherwise agreed. Any late delivery of revisions by the Client to the Writer may result in a delay to finalization of any Assignment as the Writer may have blocked their time out for other work and clients.
The Writer will complete and deliver the Assignment with the final revisions within 1 week of receiving revision requests; with the exception of any agreed Assignments for which the Writer and Client have agreed an alternative timeframe.
2. CLIENT APPROVAL AND USE OF ASSIGNMENT
The Writer agrees that they will be the sole author of the Assignment. The Writer shall not engage any third party to produce or assist in the production of any work or service for the Client unless otherwise agreed with and notified to the Client.
The Client is responsible for written or verbal approval required for the completion of the Assignment. Payment of the invoice rendered by the Writer or any publication or use of the Assignment also constitutes formal approval of the Assignment.
The Client may edit the Assignment as they deem appropriate for publication or any other use after Client approval.
The name of the Writer must not be listed as author on any work or Assignments resulting from these Services, unless agreed in writing by the Client and the Writer.
3. ERRORS AND OMISSIONS
While the Writer makes all efforts to ensure that the Assignment is proofread, grammatically accurate and factually referenced where applicable, there is no guarantee that every Assignment is completely free from typographical, grammatical or factual errors. In addition, as the Assignment and Services are based on the materials and information provided by the Client, the Writer is not responsible for errors occurring in the Assignment or projects related to the Assignment after approval of the Assignment by the Client.
The Writer cannot control where and when any Assignment may be amended, posted, published or otherwise used by the Client and for this reason, the Client agrees the Writer is not responsible for any Assignment or Services after provided and approved and the Client will indemnify the Writer for any direct or indirect claims in relation to the use of the Assignment.
4. CONFIDENTIALITY
‘Confidential Information’ means all information of a confidential nature concerning the Client and its products, disclosed to the Writer by the Client and includes any written or oral information that is provided by or disclosed directly or indirectly through any means that is not already in the public domain.
Materials and work may be provided to the Writer from time to time in order to enable the provision of the Services. The Writer shall exercise due care not to disclose Confidential Information to any third party without express written permission of the Client and will only use the Confidential Information in order to enable the provision of the Services.
Despite anything contained in this clause, the Writer may disclose Confidential Information to the extent required by law or regulatory authority.
During the term of this arrangement and after its termination, all information concerning fees, payment arrangements, terms and any other information disclosed by the Writer, shall be treated as Confidential Information by the Client.
5. WRITER WARRANTIES AND CLIENT ACKNOWLEDGEMENTS
The Writer warrants the following:
In providing the Services, they will comply with general law and industry standards.
The Assignment will be original and unique work and will not knowingly breach any third party rights.
The work performed to provide the Services will be done to a high standard in accordance with best practices.
The scope of the Services will be limited to the description provided in the Proposal, these Terms and as may be agreed in writing from time to time.
The Client acknowledges and agrees that:
They will provide all relevant information required for the Writer to carry out the Services in a timely manner; and
They will supply the outline for the work and Services and any research material that the Writer may require to complete the Services, including any person to be available to respond to queries or additional information that the Writer may require to finalise the Assignment.
All work is completed based on and in accordance with the Client’s instructions.
Results of Services vary from individual to individual. For this reason, performance, progress and success of any particular Service is reliant on the Client and individual to meet their own requirements. The Writer cannot and does not guarantee any particular or any results and the Client is solely responsible for their progress. If any time during the Services the Client feels their progress is not as expected, it is the responsibility of the Client to advise the Writer immediately of any concerns in order to give the Writer an opportunity to address and assist. The Writer will use reasonable efforts to resolve the concerns, however at no time does the Writer guarantee or warrant any increase or altered progress or performance
as the Writer has blocked out specific time periods to provide the Services to the Client, any cancellation or termination and refund of Services would be to the detriment of the Writer. For this reason, there are no refunds for change of mind or similar.
in addition, any delay or late attendance to any scheduled sessions by the Client will finish at the nominated and agreed original time in order to not disadvantage other Clients that may be scheduled after the Client session. All sessions must finish on time at the originally scheduled time unless otherwise agreed by the Client and Writer.
6.LIMITATION OF LIABILITY AND INDEMNITY
Legislation may confer certain rights, warranties and guarantees and remedies relating to the provision of the Services which cannot be excluded, restricted or modified, including but not limited to the Australian Consumer Law (‘ACL’). At no time are these statutory rights sought to be excluded.
The Client agrees to indemnify and hold the Writer harmless from and against all claims, demands, regulatory proceedings and/or causes of action, and all damages, liabilities, costs (including settlement costs) or associated expenses (including legal fees) resulting from written or published material produced for the Client, or arising in connection with any information or material supplied by the Client, or from any act or thing done on the Client’s instructions or with the Client’s approval.
INTELLECTUAL PROPERTY (‘IP’) AND OWNERSHIP OF ASSIGNMENTS
Subject to full payment by the Client of invoices, all ownership and IP in the content of the Assignment and Services belongs to and vests in the Client. Any outstanding work, Assignments and Services remain the property of the Writer and may not be used, altered, redistributed or published by the Client until payment in full has been made and received by the Writer.
IMAGES, GRAPHICS AND LOGOS (‘IMAGES’)
Generally, any Images required for any content of the Assignment are to be provided by the Client. The Client takes full responsibility for ensuring their imagery is correctly licensed by a third-party designer, employee, or freelance contractor for the purposes of the intended use or is otherwise owned by the Client.
If the Client is unable to prove that a valid license exists and was purchased, the liability of any infringement will fall on the Client. Any third party claims are to be managed by the Client.
From time to time, the Client may request the Writer to provide Images as part of the Services. All Images, materials and work is provided without warranties of any kind, both express and implied. In the event of any such request by the Client for Images, the Client agrees to pay any additional fees for licensing or use as may be incurred and invoiced by the Writer.
As a consequence of engaging the Services, the Writer has the right and permission to use the Client’s name and logo for their own business promotional and advertising purposes. If the Client does not wish to have their name and logo used for such purposes, they agree to inform the Writer in writing of such refusal and the Writer agrees to remove any reference to the Client in relation to their business and Services.
7. INVOICES, PAYMENT AND CANCELLATION
The Client agrees to pay all invoices by the date specified in the invoice. Any late, overdue or unpaid invoice amounts will incur penalty interest at the interest rate stated in the invoice or otherwise at the annual rate of 10% pro-rata.
As the Writer has set aside time for completing the work, and once the Client approves the Assignment, all monies are non-refundable. Any cancellation of work or Assignment, once confirmed by the Client, will forfeit any deposit. Where there is no deposit paid in advance, the full amount of the Assignment, as stated in the Proposal, becomes immediately due and payable.
In the event that the Client fails to pay any invoices in accordance with the terms of the invoice, these Terms or does not perform its obligations under these Terms, the Writer may refuse to continue to provide the Services and may terminate the arrangement immediately without notice. The Writer may also commence proceedings to collect any outstanding debts owed.
8. RELATIONSHIP
The relationship under these Terms is that of principal and independent contractor. At no time is the Writer a partner, agent, employee or joint venture partner of the Client. No act or omission of either party is to bind the other party except as expressly set out in these Terms.
SCHEDULE
Description of Services to be Provided
As agreed via email
Payment Schedule
Payment must be made in full prior to work commencing
Governing Law
NSW, Australia