1. Definitions

  1. In this Agreement, “the Copywriter” “Word Hen” and “us” shall be Joanna Brown trading as Word Hen Ltd., and  “the Client” or “you” shall be any person, company or entity who enters into a contract with the Copywriter. The Copywriter’s estimate and any subsequent contract entered into will be subject exclusively to the Terms and Conditions set out below.

2. Starting the job

  1. By contracting with Word Hen to write for you, you acknowledge that you have been offered the opportunity to read these Terms and Conditions and agree to be bound by the version of these Terms and Conditions as displayed on www.wordhen.co.uk at the time of contracting.
  2. You acknowledge that as the basis for the contract between you and Word Hen, these Terms and Conditions take precedence over any other terms and conditions, express or implied, and regardless of whether it is your general practice to conduct similar engagements under your own Terms and Conditions.
  3. A job is confirmed when Word Hen receives an email from you stating clearly that you are commissioning the work, together with an official purchase order if applicable. If you are contracting with Word Hen on behalf of any group of individuals other than yourself alone, or on behalf of a company, you warrant that you are authorised to enter into a contract on behalf of that group of individuals or company.

3. Quotations

  1. Projects are usually agreed on a price-per-project basis unless otherwise specified.
  2. Word Hen will produce an estimate of charges to deliver copy based on the information supplied by you.  Word Hen reserves the right to amend this fee if your requirements change.
  3. Word Hen will charge for reasonable travelling time, travel expenses, and incidental expenses, including third party goods, where necessary to provide the Services.
  4. Three drafts (the first one and two rounds of editing) are included in the price quoted. Additional revisions, changes, and extensions to the project are charged at the normal hourly rate, except as specified in paragraph 12.
  5. A signed copy of A Letter of Agreement may be required before work can commence.

4. Payment

  1. Word Hen reserves the right to levy a 50% deposit on any project undertaken.
  2. Unless otherwise agreed, payment is due on receipt of delivery of the finished copy or project.
  3. For projects lasting several months, Word Hen may require staged payments.
  4. The Copywriter will produce a first draft within the timescale agreed and will expect amendments/revisions on that draft within fourteen days of you receiving that draft.  Word Hen will write up to three drafts within the original estimate of charges and for discrete jobs, she expects to have reached the final version within 30 days of submitting the first draft.  Unless a longer timescale has been agreed, The Word Hen may charge the full cost of the job at the end of those 30 days. Subsequent amendments after the final draft is agreed will be charged at the normal hourly rate, except as specified in paragraph 12.

5. Rejection

  1. Unless a rejection fee has been agreed in advance, there is no right to reject on the basis of Word Hen’s style, composition, editing or interpretation of your needs, amendments or circumstances. You commission the Copywriter based on her style and previous work examples. If Word Hen is commissioned by you to write a first draft and thereafter you decide not to continue further draft stages or decide at any stage that you will finish the work yourself or use another agency, Word Hen reserves the right to charge you the full cost (100%) of the estimate and payment terms noted in paragraphs 4 and 6 will apply.

6. Late Payment

  1. Client accounts which are outstanding after 30 days will be put ‘on hold’. No further work will be carried out until full payment is received. Future work may require a 50% deposit or payment in advance.
  2. Payments which are outstanding after 30 days will attract an interest surcharge to cover costs of recovery (see www.payontime.co.uk for information).  Word Hen may exercise the right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. This includes the possibility of the Client being referred to a debt collection agency and being subject to a claim being made in the Small Claims Court.
  3. Clients who are consistently late payers will be asked to pay an up-front deposit or full payment in advance before any new project can be started.

 7. Ownership and intellectual property

  1. Supplying your own copy draft. You may ask Word Hen to use a copy draft that you have written yourself, or has been written for you.  By doing this, you confirm that you are the holder of the copyright to this draft or that you are permitted by the copyright holder to use this material to form part of the work that Word Hen will create for you.  In such a case, you indemnify Word Hen against any claim arising from claims that the new work breaches existing copyright.
  2. Referencing other people’s copy. If you supply the Copywriter with research or samples taken from someone else’s printed media or site, you must specify whether you have obtained permission to use this material and you indemnify the Copywriter against any action arising as a result of using this content as reference material.
  3. On completion of the project and after final payment is received, Word Hen will cede to the client all rights to the copy in the form for which it was originally intended. (For example: copy required for a web page may need further copyright negotiation if it is later sold as a book).  Word Hen reserves the right to use a sample of the work for promotion as set out in paragraph 11.
  4. Copyright to the assembled copy is owned by Word Hen until full payment is received.
  5. If the client defaults on payment, any copy written by Word Hen cannot be used until full payment is made.
  6. Copy samples by Word Hen. All sample copy displayed on The Copywriter’s websites or any other promotional material are for information only.  You may not adapt or copy any item, whole or in part, other than to demonstrate to a client or colleague the nature of the Copywriter’s work with a view to commissioning.

8. Cancellation

  1. If the project is cancelled by the Client for any reason before copy is delivered, you remain liable for the time expended to date.
  2. Once the final copy is delivered to the Client (electronically or by any other means) you are liable for payment in full.
  3. If Word Hen is unable to complete the project (through illness, other personal reasons, etc), the Client may purchase any unfinished work from Word Hen.

9. Partnership

  1. Word Hen expects to work in partnership with clients.
  2. Both parties agree to work together to complete the project to the agreed timescale.
  3. The client will provide Word Hen with the appropriate information to fulfil the brief.

10. Confidentiality & Non Disclosure Agreement

  1. Word Hen will not disclose to any third party, any information obtained as the result of a project.
  2. If you supply Word Hen with information to complete the Services, either for your organisation or any third party, you will indemnify Word Hen against any action by you or that third party resulting from the accidental disclosure of loss of such information. Word Hen cannot be responsible for any information that is already in the public knowledge, any information that Word Hen has to disclose by law, or anything that Word Hen obtains independently. 

11. Testimonials and Examples

  1. Word Hen may approach a client after a project is complete for a testimonial to be included in Word Hen’s portfolio, marketing information, or on the web site.
  2. Word Hen may use all or part of a completed project in Word Hen’s portfolio, marketing information, or web site UNLESS the client specifically declines.

 12. Errors and literals

  1. The Copywriter shall make every effort to make sure copy is free from spelling and other mistakes.  Early drafts may contain such errors but the Copywriter shall make every effort to ensure these are removed before the final draft.
  2. Any such errors that are overlooked by The Copywriter at the time of the final submission will be corrected by The Copywriter free of charge without acceptance of liability for any costs you incurred as a result of those errors.

13. Liability

  1. While Word Hen will take all reasonable steps to perform its obligations under these Terms and Conditions, the Copywriter’s liability to you for breach of these Terms and Conditions (whether by Word Hen, its agents, employees or any third party) is excluded to the fullest extent permitted by law. Nothing in these Terms and Conditions seeks to exclude or limit Word Hen’s liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation. You will indemnify Word Hen against any costs, liabilities, damages, expenses or losses incurred as a result of civil claims or proceedings brought against Word Hen based on any work prepared for you and approved by you before publication. 
  2. Word Hen is not responsible for any indirect or consequential losses whatsoever. In the event of any breach by Word Hen of our express obligations under these terms and conditions, your remedies will be limited to damages, which in any event, shall not exceed the fees and expenses paid by you under the Contract.

14. Assignment

  1. This contract is between you and Word Hen. It cannot be assigned to anyone else.

15. Waiver

  1. If either party fails to exercise their rights under this Contract, or fails to enforce their rights following a breach of contract by the other party, it is a one-off, not a waiver, and does not mean they waive their right to subsequently do so.

16. Third Party Rights

  1. No part of this Contract is intended to give rights to any third parties, so the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.

17. Force Majeure

  1. Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party.

18. Severance

  1. If any clause or sub-clause of this agreement shall be deemed unlawful, invalid or otherwise unenforceable, then that clause or sub-clause shall be deemed severable from this agreement and shall not affect the validity or enforceability of any remaining clauses.

19. Applicable Law

  1. The agreement and these terms and conditions shall be governed by the laws of England and Wales and both parties submit to the exclusive jurisdiction of the courts of England and Wales.

 20. Variation

  1. These terms and conditions shall not be varied except by mutual consent between the Copywriter and you, in writing.

© Word Hen Ltd. 2016