terms + conditions for provision of services
These Terms and Conditions form part of the agreement made between Nikita Morell ABN [23 250 880 780] of and you, the person who has asked for the supply of copywriting services. These Terms and Conditions are binding between us and by accepting my quotation, you accept these Terms and Conditions.
In these Terms and Conditions “I”, “me” and “my” means Nikita Morell and “you” and “your” means the client to whom I will provide my Services.
1. PROJECT BRIEF
1.1 Before I provide my quotation, we will work together to prepare a project brief which will set out matters such as the scope of the services, the completion time frame and any other information that I need to prepare the quotation (PROJECT BRIEF).
1.2 In order for my quotation to be accurate and for me to deliver the Services as requested, it is important that the Project Brief accurately reflects the scope of the work.
1.3 If there are any ambiguities in the Project Brief, these ambiguities might be reflected in the work I do. You accept that if I have to make any revisions as a result of such ambiguities or because of incomplete information in the Project Brief.
1.4 You agree that the Services and documents provided to you have been created in accordance with the Project Brief and are appropriate for use at the time the Services are provided and for a reasonable time after that.
1.5 If you have asked me to provide the Services so that you can provide my copy to a third person, you must notify me as part of the Project Brief as this may impact my quotation. When you engage me to provide the Services it is also confirmation that you are authorised to do so.
2.1 My quotation will be based on the information in the Project Brief and where appropriate, will be a fixed fee for the provision of services as per the Project Brief (SERVICES).
2.2 All quotations are valid for 21 days from the date of quotation.
2.3 All quotations include one briefing meeting where I consider it is necessary, writing and submission of the first draft and discussing, evaluating and integrating up to two rounds of reasonable revisions at no extra charge. Reasonable revisions will not include revisions because the scope of the Services has changed, relevant information was not included in the Project Brief or changes in the way you would like to approach the project for which you have engaged my Services.
2.4 If you agree with the quotation you can show your acceptance by sending me an email to that effect or sending a purchase order referencing my quotation.
2.5 You agree that by accepting the quotation you are representing that you understand the contents of the quotation, that it accurately records all matters that are relevant to the supply of the Services and that you agree to be bound by these Terms and Conditions.
3. FEE AND PAYMENT
3.1 You agrees to pay the fee for the provision of the Services as set out in the quotation or as amended by agreement between us (FEE).
3.2 If you require me to provide you with a first draft in less than 2 business days of your acceptance of my quotation, then I may charge a rush loading of up to 35% of the Fee.
3.3 I reserve the right to charge for additional services provided outside of the scope of this agreement at my hourly rate of $85 plus GST or $93.50 including GST. Work outside the scope of this agreement might include additional meetings and revisions, liaising with third parties such as graphic designers, web developers or printers and work not included in the Project Brief.
3.4 After you have accepted my quotation and before I commence providing the Services, I will send you an invoice for a non-refundable deposit. Where the total Fee for the Services is $500 or more, the non-refundable deposit will be for 50% of the total Fee. In all other cases, the non-refundable deposit is the total Fee. I will not start any work until this non-refundable deposit is paid.
3.5 I will give you details of how to pay the Fee when I send you my invoice. All invoices must be paid within 7 days of their date.
3.6 Unless stated in the quotation, the Fee does not include the costs or charges of third parties such as graphic designers, web designers and developers, SEOs and SEMs or for subscriptions, printing, couriers, other media or travel costs. I will obtain your prior approval for any such third party costs and I will either include them in my invoice or ask that you make direct payment to the third party service provider.
3.7 My final invoice will be sent after the final first draft of the work is sent to you.
3.8 If the Services include the ongoing provision of a monthly services such as writing a regular newsletter or blog, I will require payment in advance of the agreed monthly retainer.
3.9 Interest may be charged on late payments, including late payment charges, at an interest rate equal to the rate of the Reserve Bank of Australia at the time, to be calculated daily from the due date of payment on all overdue amounts.
4. CHANGES IN THE PROJECT BRIEF
4.1 If you want to change the Project Brief, you must inform me as soon as possible. If you have already accepted my quotation, we will need to formally amend our agreement. To do this, I will send you a revised quotation which you must accept in accordance with the procedure set out in clause 2. Once you have accepted the revised quotation I will send you an invoice for the revised deposit. I will not re-commence providing the Services until the revised deposit or the difference between original deposit and revised deposit has been paid.
4.2 My quotation includes two rounds of reasonable revisions. Any revisions you want must be notified to me within 14 days of me sending you the relevant draft.
4.3 Additional revisions or revisions based on a change in the scope of work as set out in the Project Brief including a change of direction or format (for example from television advertisement to print advertisement) will incur an additional fee at my hourly rate. I will give you an estimate of the fee before I commence the work.
5.1 Monthly retainers attract a set fee for each month, with a three month minimum engagement.
5.2 Retainer payments are to occur on or before the last day of the preceding month.
5.3 Projects exceeding the agreed retainer period with be charged at an hourly rate of $100.
5.4 If a retainer period is cancelled by you before its agreed expiry date, you agree to pay 50% of the outstanding period fees within seven days.
5.5 If a retainer period is cancelled by you before its agreed expiry date, you will be refunded the balance of outstanding period fees within seven days.
6. MY OBLIGATIONS
5.1 I will provide the Services using all reasonable skill and care.
5.2 Unless a deadline for the provision of Services has been agreed, I will provide the Services within a reasonable time.
5.3 I will deliver any documents that form part of the Services to you as word or excel documents or as otherwise agreed between the parties.
5.4 I agree to keep confidential all information provided by you which you expressly tell me is confidential including the information in the Project Brief.
5.5 I may, from time to time, engage other people to help deliver the Services. I will review and amend their work and ensure it is of the same standard as the Services I personally provide.
6.1 I own all copyright in any materials (WORKS) provided to you under the terms of this agreement.
6.2 I grant you a perpetual, royalty free, exclusive licence to reproduce and use the Works for the purpose set out in the Project Brief. You do not have the right to use the Works for any other purpose including commercialising them for your own benefit or sub-licensing the Works to a third party without my prior written consent which can be withheld in my discretion.
6.3 You agree that I can use selected extracts of the Works and your name as a client to promote and advertise my business provided that these extracts do not contain any of your confidential information.
8. TERM AND TERMINATION
7.1 This agreement will continue for the term of the project as set out in the Project Brief or until terminated by either one of us in accordance with this clause.
7.2 Either of us may terminate this agreement by giving the other one 30 days’ written notice if:
(a) the other one is in breach of any provision of this agreement and the one in breach has failed to remedy the breach within 14 days of receipt of written notice from the other describing the breach and calling for it to be remedied;
(b) the breach is not capable of remedy; or
(c) the other one is unable to pay its debts in the ordinary course of business.
7.3 You will remain liable to pay any outstanding Fees no matter why this agreement was terminated. If this agreement is terminated after I have provided the Services I retain the right to send you a final invoice and have it paid in full.
7.4 All terms of this agreement or a Contract that are expressly or by their nature impliedly intended to survive the expiration or earlier termination of such Contract shall not be affected by such expiration or termination
9. LIMITATION OF LIABILITY
8.1 I provide the Services in good faith but cannot guarantee that the Services provided will have the outcome you wanted to achieve. You are also responsible for checking the work I submit and ensuring it is free from grammatical and spelling errors. I will not be responsible for any costs you incur as a result of wrong copy being printed, published or otherwise used by you.
8.2 To the extent permitted by law, all express or implied guarantees, warranties, terms and conditions are excluded from this agreement.
8.3 If any guarantee, warranty, term or condition is implied or imposed into this agreement under any applicable legislation and cannot be excluded but can be limited, then my liability is limited to supplying the Services again or remedying the service defect.
8.4 To the extent permitted by law, I am not liable for any special, indirect or consequential loss or damage (including personal injury), loss of profit or opportunity arising out of or in connection with the Services provided by me, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
8.5 You agree to defend, indemnify and hold me, my employees, agents and independent contractors harmless against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable legal fees) arising out of or related to any claims, including negligence, made by third parties against me as a direct or indirect result of my use of any information or materials provided by you for my use in delivering the Services or as the direct or indirect result of my providing the Services in accordance with the Project Brief or any amendments to it or the scope of work.
9.1 This agreement is governed by the laws of New South Wales and the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of New South Wales.
9.2 If part or all of any of this agreement is illegal or unenforceable it will be severed from the agreement and will not affect the continued operation of the remaining provisions of the agreement.
9.3 This agreement can only be amended, supplemented or waived in writing signed, by both parties.
9.4 The failure of either party to enforce, or the delay by either party in enforcing, any of its rights shall not be deemed a continuing waiver or a modification of this agreement.
9.5 This agreement together with the Project Brief and quotation contains the entire agreement of the parties with respect to its subject matter.