terms and conditions
Engaging Ben Ashley Creative for copywriting services confirms the acceptance of these terms and conditions. We want these terms to be as clear as possible, but for legal reasons, sometimes 'legalese' is unavoidable.
1. Engagement as a Supplier
1.1) The Client will engage the Supplier ("Ben Ashley Creative", "we", "our" or "us") on a non-exclusive basis to provide copywriting services (“Services”) to the Client, and the Supplier agrees to provide these Services in accordance with the terms of this agreement.
Commencement and duration
1.2) The Supplier's engagement with the Client will:
(a) commence on the agreed-upon start date and not before the quote is approved, and;
(b) continue indefinitely unless and until it is terminated in accordance with clause 8.
Nature of relationship
1.3) The Supplier is an independent contractor of the Client and nothing in this agreement constitutes a relationship of employer and employee, principal and agent, partnership or joint venture between the parties.
2. Provision of Services
2.1) In respect of each individual engagement for the Supplier to provide Services to the Client under this agreement, the parties must first agree on a Quote. The Supplier's obligation to provide Services does not arise until the Client has notified the Supplier of acceptance of said Quote.
Standards and duties
2.2) The Supplier will, in providing Services, strive to provide accurate, error-free work. The Supplier will maintain the privacy of the Client and be honest and diligent.
3. Pricing and invoicing
3.1) Subject to clause 2.1, engagement for Services requires the Client to agree on the total price or price estimate in the relevant quote through either verbal or written communication such as email.
3.2). Quotes are exclusive of GST and expenses and may include a deposit if relevant. Payment is due as per clause 4.
3.2) Unless noted otherwise, the Supplier will invoice the Client by way of a single invoice for all relevant charges following completion of work.
First page, First 50% rule
3.3) If the Client has not previously engaged the Supplier, a deposit of 50% of the total of the Quote will be payable on the following terms:
(a) the deposit will be payable once the first item of content has been provided and approved when constituting works that include more than one item. The Supplier must pay the deposit prior to the commencement of the remaining work.
(b) The Supplier will invoice the Client for the remaining balance following the completion of all relevant work to the reasonable satisfaction of the Client.
3.3) The Client must settle an invoice given by the Supplier on or before the date that is 14 business days after the Client’s receipt of the relevant invoice.
3.4) Where the Quote provides for a price estimate, the Supplier will not exceed the price estimate without first advising the Client that additional costs will be incurred and providing a revised price estimate.
Deposit (if any) non-refundable
3.6) In the absence of any material breach by the Supplier constituting a repudiation or deemed repudiation of this agreement, the deposit (if applicable) is non-refundable.
4.1) The deposit (if any) is payable in accordance with the provisions of clause 3. The Client must pay to the Supplier all other charges properly invoiced pursuant to clause 3 in full on or before the date that is 14 business days after the Client’s receipt of the relevant invoice.
4.2) All amounts owed by the Client to the Supplier must be paid by credit card, PayPal or electronic funds transfer into the account nominated on the invoice.
4.3) Unless expressly stated otherwise, any sum payable, or amount used in the calculation of a sum payable, under this agreement has been determined without regard to GST and must be increased on account of any GST payable.
5.1) A disclosee must:
(a) keep all confidential information confidential;
(b) not use or exploit any confidential Information in any way except in the proper performance of Services in accordance with this agreement;
(c) not disclose or make available any confidential Information in whole or in part to any third party;
(d) not copy, reduce to writing or otherwise record any confidential information except in the proper performance of Services in accordance with this agreement (and any such copies, reductions to writing and records will be the property of the discloser); and
(e) ensure that any and all authorised third party disclosees:
(i) comply with the obligations in this agreement as if each of them was a party to this agreement in the place of the disclosee; and
(ii) do not do, or omit to do, anything which, if done or omitted to be done by the Disclosee, would constitute a breach of this agreement by the disclosee.
6. Intellectual Property
6.1 The parties agree that all relevant IP will be owned by, and vest in, the Supplier until such time as the Client has paid all invoices, at which time the Supplier will automatically assign, transfer and convey all current and future right, titles and interest in all relevant IP.
6.2) The Supplier may not use or reproduce any relevant IP or any other intellectual property rights of the Client or any of the Client’s customers, clients or suppliers without the Client’s prior written approval, except in the proper provision of Services and performance of its duties under this agreement.
6.3) In providing Services, the Supplier must not infringe any rights in any Intellectual Property of any third parties and must not, without proper authorisation, make any use of, or bring into the Client’s computer systems or onto the Client’s premises, any intellectual property of any third party.
7.1) The Supplier will strive to provide accurate, error-free work. Typographical errors or mistakes will be corrected at no charge.
7.2) Final proofreading is always the responsibility of the Client. The Supplier is not responsible for any loss or damage due to clerical errors which are missed by the Client.
7.3) To the maximum extent permitted by law, the Supplier expressly excludes liability for any damage and/or delay in the performance of any obligation of the Supplier under this agreement, where such damage or delay is caused by circumstances beyond reasonable control. The Supplier shall be entitled to a reasonable extension of time for the performance of such obligations. The Client acknowledges and agrees that the Supplier holds the benefit of this clause 7.3.
8.1) Either the Client or Supplier may have reason to cancel the Services as agreed upon.
8.2) If the Client cancels the Services due to a change in direction or no longer requiring the Services, payment must be rendered for Services completed up until the date of cancellation.
8.3) In the event that the Client is unhappy with the quality of the content, the Client agrees to allow the Supplier the opportunity to revise their work on the Services. In the event the Client is still unsatisfied, they have the right to request a refund from the Supplier, which the Supplier may provide fully or partially to its discretion.
8.4) The obligations of the parties under clause 5 (confidentiality) and clause 6 (intellectual property) will survive the termination of this agreement.
9.1) Unless specified otherwise, a quote will include a single (one) round of revisions or feedback. Feedback may be submitted up to eight weeks after initial content submission. After this time, Supplier will consider the Services as having concluded and extra fees may apply to revisit the content.
9.2) This agreement is made for the benefit of the parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.