TERMS AND CONDITIONS

General

1. These terms and conditions apply to any work done on behalf of the Client (you) by me (Natalie Gray Proofreading).

2. I will provide proofreading/editing services agreed upon (in writing) by myself and the Client.

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3. The Client is under no obligation to offer me work; neither am I under any obligation to accept work offered by the Client.

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4. The work will be carried out by me. I will not subcontract proofreading/editing projects, or parts of projects, to third parties.

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5. I confirm that I am self-employed, am responsible for my own income tax and National Insurance contributions, and will not claim benefits granted to the Client's employees (if applicable).

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6. I am not VAT-registered.

7. There is no requirement for the Client to mention me in the published work's acknowledgements section. However, the Client agrees that I will have the opportunity to review any such mention prior to publication, or to decline to be mentioned.

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Place of Work and Meetings

8. The Client agrees that the Editor will complete the editing in their own time and at a place of their choosing.

Changes and Additions

9. Any additions or changes to the project will modify the Statement of Work, may change the due date, and may be billed as additional work. Changes made to material that has already been submitted to the Editor for editing may be considered additional work.

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10. The Editor will keep the Client informed of additional work that is required or recommended and request the Client’s approval for any additional work, associated expenses, and change in the project deadline.

11. The Client and Editor agree that requests for additional work and renegotiated deadlines or fees will be in writing as described under Notice.

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12. Please note that if, on receipt of the project to be worked on (or at an early stage), it becomes apparent that significantly more work is required than had been anticipated in the preliminary discussion/brief or from the sample supplied, I may renegotiate the fee and/or the deadline, or decline to carry out the work.

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Deadline

13. The work plan requires that both the Client and the Editor meet the agreed milestones. Adjustments to the work plan may be required if the agreed milestones are not met.

Delivery Details

14. On competition of project, files will be returned to the Client electronically.

15. Inherent Qualities: Digital files may become corrupted or erased with improper use, and storage media (e.g., DVDs) may degrade over time. It is the Client’s responsibility to ensure the safekeeping and stability of the files once the Editor has released them to the Client.

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Financial Details

16. The Client will pay the Editor as follows: 50% of the total payment as a deposit on booking and the remainder due on completion, prior to the file being released back to the Client. All payments to be made by bank transfer to the Editor’s business account.

17. Invoicing: All work is the exclusive property of the Editor until the Client’s invoice is paid in full. Once the Client pays all fees due under this Agreement, any copyright the Editor may have in the product developed under this Agreement will transfer to the Client.

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18. Under English law, copyright in an original work automatically belongs to the person who created the work. Editing that work does not change the author’s copyright in the original work, but the Editor could claim copyright in the edits. Also, depending on the extent of editing, the edited version of the original work could be considered its own original work (sometimes known as a derivative work). Copyright in that changed version would rest with the editor.

Editor’s Status

19. The Editor is an independent contractor. Nothing in this Agreement will be understood to create a partnership, joint venture or co-venture, agency, or employment relationship between the Client and the Editor.

20. At the option of the Editor, the Client may credit the Editor for the work developed under this Agreement. 

Confidentiality and Non-Disclosure

21. The Client will provide all information that has a direct bearing on the successful outcome of the project and will inform the Editor in writing of any portion of the work or related information that is confidential. The Editor will hold in confidence and not disclose the confidential information to any third

party, except with the Client's written consent or as required by law with prior notice to the Client.

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22. The Editor will take all reasonable steps to safeguard and prevent the loss, destruction, or unauthorized access, use, or disclosure of the confidential information using a reasonable degree of care and no less than the same degree of care used to protect the Editor’s own confidential information. The Editor will promptly return to the Client or destroy, as directed by the Client, confidential information and any other Client property requested by the Client at any time.

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23. The Editor will not make any unauthorized use of any of the Client’s trade secrets, confidential information, proprietary property, trademarks, or copyrighted materials.

Use of Copyrighted Work

24. The Editor will endeavour to flag elements of a work that may require copyright permissions and, depending upon the terms specified in this Agreement, may assist the Client in obtaining the necessary permissions. However, unless otherwise specified in this Agreement, the Client accepts responsibility for complying with copyright laws and obtaining the necessary permission to use any elements of provided text, graphics, photos, music and song lyrics, designs, trademarks, or other created work to be included in the final product.

Warranties

25. Editing is a process of offering advice and suggestions to the Client. While the Editor will make every effort to identify and bring questionable material to the Client’s attention, it is not possible to guarantee error-free content.

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26. The Editor’s responsibility is limited to notifying the Client of any suspected or unresolved issues within the edited work. The Client is responsible for accepting (or rejecting) the Editor’s suggestions and resolving any issues identified by the Editor (e.g., suspected plagiarism).

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27. Rejecting or disliking the Editor’s suggestions is not a basis for refusing to pay the fees outlined in this Agreement.

Indemnity and Liability

28. The Editor will comply with all applicable laws in the course of performing the services.

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29. The Client agrees to indemnify the Editor from any and all claims or demands, including legal fees, that arise out of any alleged libel, copyright infringement, or other legal or contractual issues created by the Client in writing, revising, publishing, or otherwise using the work.

30. Failure to Perform: If the Editor cannot perform the duties outlined in this Agreement for reasons beyond the Client’s or Editor’s control, the Editor will refund any amount paid by the Client for services not delivered including any unearned portion of a deposit). The Client will not have any further liability with respect to the Agreement.

31. The Editor will not be liable for any amount in

excess of the fees due under the Agreement. This limitation on liability also applies if information or materials are damaged or lost without fault on the part of the Editor.

Termination terms:

32. Both the Client and I have the right to terminate a contract for services at any time if there is a serious breach of its terms.

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33. This Client is free to cancel a service for any reason by providing me with written notice (including email); I must acknowledge this cancellation in writing (including email) for this to be valid.

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34. I may cancel a service at any time for any reason by providing written notice (including email) to the Client. In the unlikely event that I cancel a service, I will provide a prorated refund of any overages of fees paid (including the booking fee).

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35. If, in the unlikely event that the Client is touched by extraordinary or difficult circumstances that cause cancellation or delay (e.g. family crisis, illness, bereavement), the Client should contact me to discuss the terms of the cancellation policy. I aim to be fair and helpful at all times.

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36. If I am touched by extraordinary or difficult circumstances that cause cancellation (e.g. family crisis, illness, bereavement), I will contact the Client in writing at the earliest opportunity and do my best to renegotiate the time frame of the project or find an alternative supplier of proofreading/editing services.

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37. If the Client wishes to cancel more than one calendar month prior to the start date, no charge will apply and any deposit will be refunded in full.

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38. If the Client wishes to cancel within one calendar month of the start date up to the start date, the deposit is non-refundable.

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39. After the start date, I reserve the right to invoice 100% of the fees. However, I aim to be fair and will negotiate outstanding fees with the client if there are extenuating circumstances. In all cases, I will invoice for all hours worked up to the cancellation date.

40. This Agreement may be terminated by the Client or the Editor. If the Agreement is terminated, the Client will pay the Editor, as specified under Financial Details, for work done and expenses incurred up to the date of termination. 

41. The provisions of this Agreement that by their nature are intended to extend beyond its termination will survive and remain in effect despite the completion of the services or the termination of the Agreement. This includes the sections of this Agreement required for its interpretation and enforcement.

42. The electronic file from the Client must be provided to the Editor by the end of the day (23.59pm) on the start date. Any file not received by this time will have been deemed cancelled and the client will be invoiced as per Termination terms.

Notice

43. Notice by one party to the other under or for the purposes of this Agreement (including for the purpose of modifying it) will be in writing and will be sent by email to the address set out at the beginning of this Agreement.

44.Communications by email will be considered to have been given and received at the time of delivery or transmission if that delivery or transmission occurs prior to 4:00 p.m. on a business day, failing which the communication will be considered to have been given and received on the next business day. For the purposes of this Agreement, a business day means any weekday that is not a holiday.

Dispute Resolution

45.The Client or the Editor may request that any dispute arising out of this Agreement be submitted to binding arbitration before a mutually agreed-upon arbitrator. The arbitrator’s decision or award will be final.

Applicable Law

46.This Agreement will be governed and interpreted in accordance with the laws of England and Wales.

47.If any part of this Agreement is found to be unlawful, void, or for any reason unenforceable, it will be considered separate from this Agreement and will not affect the validity and enforceability of the remaining Agreement. If either the Client or the Editor waives a breach or default under this Agreement, the waiver will not apply to a repeat of the same breach or to a breach or default of another clause in the Agreement.

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Modification of Agreement

48.Any modification of this Agreement must be in writing and acknowledged in writing by both the Client and the Editor.

Signatures

49.The Client and the Editor each confirm that they have full power and authority to enter into this Agreement and acknowledge that their electronic signatures are sufficient proof of accepting the terms of this Agreement.

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