1.1 These terms and conditions apply to any work done on behalf of the Client (you) by EditedInk.com/Patricia Copeland (me) or you and me together (the Parties).
1.2 I will provide copyediting and/or proofreading services agreed to in writing by you and me.
1.3 The work will be carried out by me. I will not subcontract copyediting and/or proofreading projects, or parts of projects, to third parties.
1.4 I confirm that I am self-employed, am responsible for my own income tax payments, and will not claim benefits granted to your employees, if any.
1.5 The Contract of Services Agreement (Agreement) requires that you acknowledge, in writing (email) that you have read, understood, and agreed to these Terms and Conditions.
2. Project Terms
2.1 Prior to the commencement of the copyediting and/or proofreading work, you and I will agree, in writing (email), to the terms of the project:
• the medium in which the copyediting and/or proofreading service will be carried out (e.g., in Word or on paper)
• how the material will be annotated (e.g., Word Track Changes or proofreader marks and comments on paper)
• the length of time required to complete the project, as advised by me, or otherwise agreed
• a fee for the project, based on a quotation supplied by me, in writing (email), following my evaluation of the material, or terms otherwise agreed
• the date by which the material will be delivered by you to me
• the date by which the completed project will be returned to you.
2.2 Please note that if it becomes apparent that significantly more work is required than anticipated, I may renegotiate the fee and/or the deadline.
3. Quotation and Fees
3.1 A quotation for the work will be provided by me to you following my evaluation of a representative sample of the materials to be worked on, or a flat fee as agreed.
3.2 Once you and I have agreed upon the fee, it is non-negotiable unless you extend the project or request additional services.
3.3 You will pay me an hourly fee or a flat fee for the project as agreed in writing. A minimum of one hour is required for any copyediting and/or proofreading project.
3.4 If a copyediting and/or proofreading project is more than five hours, a booking fee of half the agreed-upon amount is required with delivery of the project.
3.5 If a copyediting and/or proofreading project is for a website, a booking fee of half the agreed-upon amount is required with delivery of the project.
3.6 Unless otherwise agreed, I will supply you with an invoice upon completion of the project, less a booking fee (if any).
3.7 Payment should be received electronically; if by mail, within seven days for completed projects and three days for booking fees.
4. Booking Confirmation Form (Contract of Services Agreement)
4.1 The Booking Confirmation form is an agreement to the Contract of Services Agreement (Agreement) between you and me. (see below)
4.2 By filling in the Agreement, you agree to secure my copyediting and/or proofreading services for a specific and mutually agreed-upon project, for specific and mutually agreed-upon start and end dates.
4.3 By filling in the Agreement, you confirm you have read and agreed to the Terms and Conditions herein. From thereon, the terms of the Cancellation Policy (see below) apply.
4.4 The booking is considered confirmed once the booking fee (if any) has been paid by you and received by me, or by receipt of the Agreement (email) between you and me.
4.5 The booking fee (if any) will be deducted from the final invoice issued when the project is completed.
4.6 The booking fee (if any) should be paid within three days of sending the Agreement to secure a slot in my schedule.
5.1 Both you and I have the right to terminate the Agreement at any time if there is a serious breach of its terms.
5.2 In the unlikely event you encounter extraordinary or difficult circumstances that cause cancellation or delay (e.g., family crisis, illness, bereavement), you should contact me to discuss the terms of the Cancellation Policy. I aim to be fair and helpful at all times.
5.3 If I encounter extraordinary circumstances that cause cancellation (e.g., family crisis, illness, bereavement), I will contact you at the earliest opportunity and do my best to renegotiate the time frame of the project or find an alternative supplier of copyediting and/or proofreading services. A booking fee, if any, will be refunded.
5.4 If you cancel the project during the copyediting and/or proofreading project, I reserve the right to invoice for 100% of the agreed-upon fee, less the booking fee (if any).
6.1 The nature and content of the project will be kept confidential and not made known to anyone other than you without prior permission in writing.
6.2 I will not, under any circumstances, upload your files to external websites or distribute them to third parties unless specifically authorized to do so by you in writing.
6.3 Under the terms of the Data Protection Act 1998, you and I may keep on record such information (e.g., contact details) as is necessary.
7.1 Following payment of my invoice, any content created by me as part of the copyediting and/or proofreading project will become your copyright unless otherwise agreed.
7.2 You agree to hold me harmless from and against all claims, liabilities and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you and/or your company by a third party.
8. Representations and Warranties
8.1 You represent and warrant the following:
(a) that the project delivered to me is free from plagiarism and does not infringe upon any copyright, trademark, or other protection of intellectual property of a third party.
(b) that the project does not contain any material that is obscene, libelous, in violation of any right of privacy or publicity, or harmful so as to subject me to liability to any third party, or otherwise contrary to law. All statements in the project asserted as facts are true and based on your investigation and generally accepted research practices to confirm their accuracy.
(c) that the work does not advocate or provide instructions for any unlawful act or breach of the peace.
8.2 I warrant that I shall perform the Services:
(a) in accordance with the terms and subject to the conditions set out in the Statement of Work (SOW) and this Agreement.
(b) using commercially reasonable experience and qualifications.
(c) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
(d) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE EDITOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES AND DELIVERABLES PROVIDED UNDER THIS AGREEMENT OR ANY RELEVANT SOW EXECUTED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE EDITOR AND CLIENT AGREE THAT PERFECTION IS AN UNATTAINABLE STANDARD AND THAT MANY PERCEIVED ERRORS MAY BE SUBJECTIVE IN NATURE. ALTHOUGH THE EDITOR WILL WORK TO PREPARE THE BEST PROJECT POSSIBLE GIVEN THE SUBMITTED MATERIAL, THE EDITOR HAS NO WAY OF JUDGING THE MARKETABILITY OF A PROJECT; ACCEPTANCE OF A PROJECT FOR PUBLICATION IS A SUBJECTIVE DECISION FOR WHICH THE EDITOR IS NOT RESPONSIBLE. ALTHOUGH THE EDITOR WILL STRIVE TO PRODUCE AN ERROR-FREE COMPLETED PROJECT, EDITOR DOES NOT REPRESENT OR WARRANT THAT THE DELIVERABLES WILL BE ENTIRELY ERROR-FREE, AND OFFERS ALL EDITS “AS IS.”
(e) You agree to indemnify, defend me from any and all liabilities, claims, losses, costs, damages, penalties, and any other expenses, including attorney’s fees arising directly or indirectly from any third party alleging a material breach, or non-fulfillment of any representation or warranty, or from the acts or omissions under this Agreement. I am not liable to you or any third party for damages, losses, including lost profits, lost savings or other incidental, consequential, or special damages arising out of the work performed under this Agreement, even if you advised me of the possibilities of such damages. Additionally, you shall indemnify and hold me free and harmless from any obligation, cost claim, judgment, attorney’s fees and attachments arising out of, or in any way connected with the services rendered to you under the terms of this Agreement.
9. Limitation of Liability
9.1 Except for claims subject to indemnification and confidentiality, the total cumulative liability of either party under this Agreement and any SOW whether in contract, tort, or otherwise, shall be limited to the amounts paid to the me under the applicable SOW during the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall either party be liable to the other or to any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of this Agreement, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not either party has been advised of all possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
10. Legal Jurisdiction
10.1 This Agreement is subject to the laws of the United States and the State of Arizona in particular, and both you and I agree to submit to the jurisdiction of the U.S. Courts.
10.2 The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be Phoenix, Arizona.
11. Entire Agreement
11.1 This Agreement, including and together with any related SOW, exhibits, schedules, attachments and appendices, constitutes the sole and entire Agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and terms and conditions of any SOW, the terms and conditions of this Agreement shall supersede and control.
Credit for these Terms & Conditions given to editor Louise Harnby, and to editor Sarah Dubel in her book Contracts Demystified: A Guide for Editors and Authors, done for the Editorial Freelancers Association.