Please find here my Terms and Conditions of employment:
Standard Terms and Conditions for the supply of Services (valid from 1 January 2023) (“Conditions”)
Definitions
In these Conditions the following words shall mean:
“Agreement” means these Conditions together with the terms of any applicable Proposal;
“Customer” means the organisation, firm, company or person who purchases Services from the Supplier;
“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property which subsist now or in the future in any part of the world;
“Order” means the Customer’s order for the Services.
“Proposal” means a statement of work, quotation or other similar document describing the Services to be provided by the Supplier;
“Supplier” means freelance writer and producer Joanna Newsholme;
“Services” means the services to be provided by the Supplier as set out in the Proposal. For the avoidance of doubt the Services shall include the Work;
“Work” means any written, editorial, production, podcast, script or other content work delivered under the Services.
General
All Services are provided by the Supplier subject to these Conditions to the exclusion of all other terms and conditions or any other terms that may be implied by law, trade practice or custom.
Any Proposal given by the Supplier shall not constitute an offer and is only valid for a period of 20 working days from its date of issue.
Any Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Supplier receives email confirmation and/or signed acceptance of the Proposal and these Conditions.
Supply of Services
The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
The Supplier shall use reasonable endeavours to meet any performance dates set out in the Order and/or Proposal but shall not be held responsible should such dates need to be amended or altered for performance of the Services.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. All other warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the Services.
Every effort will be made to ensure that the Work is free of spelling mistakes and other literal, factual or legal errors. However, the responsibility for checking the Services for spelling mistakes, literal and factual/spoken/editorial/legal errors prior to use or publication remains with the Customer at all times.
Customer’s Obligations
The Customer shall:
Ensure that any information provided in the Order (and any information provided to enable the production of the Proposal) is complete, detailed and accurate;
co-operate with the Supplier in all matters relating to the Services;
provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects;
obtain and maintain all necessary permissions and consents which may be required before the commencement of the Services; and
comply with such other requirements as may be set out in the Proposal.
If the Supplier’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligations (“Customer Default”)
Without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations.
The Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly as a result of a Customer Default; and
The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurrent by the Supplier arising directly or indirectly from the Customer Default.
Change Process
The parties may at any time mutually agree in writing signed by both parties to amend the Agreement.
Should the Customer wish to amend the Agreement full details of the change request shall be made in writing to the Supplier. The Supplier will respond to such change request within 14 working days of receipt of the change request setting out whether the Supplier is able to agree such change request and, if so, the revised charges and timetable for provision of the Services that would apply. The Customer shall accept or reject such revisions within 7 working days of receipt. In the event of rejection (or if the Supplier is unable to provide the requested revised Services) the Customer shall confirm whether it wishes the Services to be provided on the basis of the original Proposal or if it wishes to terminate the Agreement (in which case the Supplier shall invoice for all Services provided to date and payment shall be made in accordance with clause 6).
For the avoidance of doubt any substantial edits requested by the Customer to the Work shall be considered a change request under clause 5.2.
Charges and Payment
The charges for the Services and any relevant payment schedule are as set out in the Proposal. All charges are based on the time taken to complete the Services. The Customer shall not have any right to withhold or reduce payment based on a subjective response to the Work provided.
In the event any Work is used, published or uploaded before the final payment date in any agreed payment schedule, the Supplier reserves the right to invoice all remaining charges.
The Customer shall make all payments due in full without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
The Customer shall pay each invoice submitted by the Supplier:
Within 30 days of the date or the invoice or in accordance with any other credit terms agreement by the Supplier and confirmed in writing to the Customer; and
In full and cleared finds to a bank account nominated in writing by the Supplier; and
Time for payment shall be of the essence of the Agreement.
Should payment not be made in accordance with clause 6.4 the Supplier reserves the right to suspend Services until payment is received.
In the event that the Customer requires a purchase order to enable payment, the Customer shall ensure that such purchase order in in place before the commencement of the Services.
All amounts payable by the Customer under the Agreement are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Agreement by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
Indemnification
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach, negligent performance, failure or delay in performance of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any Services and or Work provided by the Supplier in accordance with the Proposal infringes an Intellectual Property Right of a third party.
Limitation of Liability
The Supplier shall not be liable to the Customer whether in contract, tort (including, without limitation, negligence), misrepresentations or otherwise howsoever arising for any loss of business, loss of opportunity, loss of production or loss of profits (including loss of anticipated profits), anticipated savings, depletion of goodwill or for any special, indirect or consequential loss or damage whatsoever.
Notwithstanding anything else set out in these Conditions the Supplier does not attempt to exclude any liability:
For personal injury or death resulting from the Supplier’s negligence;
For its fraudulent misrepresentation; or
For any matter for the Supplier may not exclude or attempt to exclude its liability under applicable law.
Subject to clause 8.1 and clause 8.2 the Supplier’s total aggregate liability under the Agreement shall be limited to the price paid or payable by the Customer to the Supplier under the Agreement.
Termination of Agreement
Either party may terminate any Agreement forthwith by notice in writing to the other if:
the other party commits a material breach of the Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 14 calendar days of being given written notice from the other party to do so. For the avoidance of doubt the Supplier’s failure to pay an invoice on the due date for payment shall be a material breach;
the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
the other party ceases to carry on its business or substantially the whole of its business; or
the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
Intellectual Property Rights
Ownership of the copyright in the Work produced under a Proposal shall transfer from the Supplier to the Customer on payment in full in accordance with clause 6.4.
The Supplier shall retain the right to use extracts of any Work on websites, social media and in the press or media for publicity and promotion purposes.
Force Majeure
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, cyber attack, epidemic or pandemic, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. Any alterations to the proposal/estimate necessitated under this section shall be subject to the provisions of section 6 above.
Sub-Contractors
The Supplier may, where deemed necessary, engage sub-contractors to provide all or part of the Services. The Supplier shall be liable for the acts or omissions of any such sub-contractors, unless otherwise agreed in writing.
Assignment
Neither party may assign , transfer, mortgage, charge, sub-contract (save as permitted under clause 12), delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.
Severability
If any provision of the Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if the Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
Waiver
The failure by either party to enforce at any time or for any period any one or more of these terms and conditions or the Proposal shall not be a waiver of them or of the right at any time subsequently to enforce any provision of this Agreement.
Notices
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Proposal and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
Entire Agreement
The Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in the Agreement, the Agreement may be varied only by a document signed by both parties.
No Third Parties
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.