LET ME WRITE LTD, STANDARD TERMS AND CONDITIONS OF BUSINESS
These Terms and Conditions are the standard terms which apply to the provision of copywriting services provided by Let Me Write Ltd (the Company) to customers who require copywriting services (the Client) to be provided for their business.
Please read them carefully and ensure that you understand and agree to them.
Notwithstanding the generality of the foregoing, attention is drawn the Company’s policy in clause 6.2 on liability and clause 8.2 on termination.
These Terms and Conditions apply to business customers only and not to consumers as defined by the Consumer Rights Act 2015.
IT IS AGREED as follows:
Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement”
“Business Day”
means the separate Agreement signed by the Client accepting these Terms & Conditions and incorporated herein and which together with these Terms & Conditions comprise the Contract entered into by the Client with the Company.
means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
“Confidential Information”
means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Contract”
“Fee”
means the Agreement and these Terms & Conditions which together form the Contract entered into by the Client with the Company.
means the consideration payable to the Company for the Work as defined in Clause 4;
“Intellectual Property Rights”
means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights; and
“Project”
“Work”
means the Work commissioned from the Company by the Client and which may be a one-off commission or several over a period of time as detailed in the Agreement.
means the work to be undertaken by the Company as defined in the Agreement and commissioned from the Company by the Client.
Unless the context otherwise requires, each reference in the Contract to:
“writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
“the Contract” is a reference to the Agreement and these Terms and Conditions at the relevant time;
a Clause or paragraph is a reference to a Clause of these Terms and Conditions; and
a “Party” or the “Parties” refer to the parties to the Contract.
The headings used in the Contract are for convenience only and shall have no effect upon the interpretation of the Contract.
Words imparting the singular number shall include the plural and vice versa.
References to any gender shall include the other gender.
Engagement of the Company
The Client hereby engages the Company to provide the Work and such other services as the Client and the Company may agree upon from time to time during the term of the Agreement.
The Company shall complete the Work as soon as is reasonable unless there is a date provided for in the Agreement. Time shall not be of the essence and completion is subject to the Client providing all materials required by the Company in a timely fashion in order to enable it to do the Work (“the Completion Date”).
The Company shall be responsible for the quality of the Work and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that anyone authorised by it to perform all or any part of the Work shall also do so competently and with reasonable care.
The Company shall be responsible for the rectification of any unsatisfactory work at its own expense.
Nature of Engagement
The Company shall at all times be an independent contractor and the Company’s activities and those of its substitutes or employees are at all times under the Company’s exclusive direction and control.
The Company shall at all times be responsible for organising how and in what order the Work is done and shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the Work to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.
The engagement under the Contract is mutually non-exclusive and the Company shall be entitled, at its own expense, to sub-contract the performance of the Work.
The engagement and appointment of the Company under the Contract does not create any mutual obligations on the part of the Client or the Company to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.
Fee
In consideration of the Work the Client shall pay to the Company the Fee as set out in the Agreement.
Payment shall be made shall be made within 5 Business Days of receipt by the Client of the Company’s invoice for the same.
If the Fee or any instalment of the Fee is not paid on its due date the Company reserves the right to cease further work until the Fee is paid and the parties agree that in doing so the Company shall not be in breach of its contractual obligations and shall not be liable to the Client as a result.
All payments made under the Contract shall be expressly exclusive of any value added tax chargeable thereon.
The Work and Intellectual Property
Upon receipt in full by the Company of the Fee due under Clause 4, the copyright and any and all other Intellectual Property Rights subsisting in the Work shall be deemed to be assigned to the Client and the Company shall be deemed to have waived all moral rights in respect of the Work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.
Following the assignment of copyright and any and all other Intellectual Property Rights under sub-Clause 5.1, the Client shall be free to use the Work for any purposes including, but not limited to, the purpose for which the Work was originally commissioned.
Use of the Work outside of the Purpose it was commissioned for may not take place without the express written consent of the Company, such consent generally to be contingent upon the agreement and payment of further consideration by the Client.
Notwithstanding clause 5.1 above the Client agrees that the Company can (and is hereby licensed to) display and link all or part of the Work (the copyright and all Intellectual Property Rights in the Work) as part of the Company’s online portfolio, but nowhere else.
Warranties
The Company represents, and agrees with the Client as follows:
the Work shall be original to the Company and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;
copyright in the Work shall, throughout the full period of copyright protection be valid and subsisting pursuant to the laws of the United Kingdom.
the Work shall not, under the laws of England & Wales be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 2018, the UK GDPR, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the Work will, if published, constitute a contempt of court;
the Company shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the Work except pursuant to this Agreement and shall not enter into any agreement or arrangement which might conflict with the Client’s rights under this Agreement or might interfere with the Company’s performance of his obligations under this Agreement;
The total liability of the Company under this Agreement shall be limited to the Contract price and the Parties agree that this is considered by them to be reasonable in the nature of the Work commissioned and further the Client confirms it is aware that it has the opportunity to negotiate this provision should it wish to do so.
Confidentiality
Both Parties undertake that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party, they shall at all times during the continuance of the Contract or 3 years after its termination:
keep confidential all Confidential Information;
not disclose any Confidential Information to any other party;
not use any Confidential Information for any purpose other than as contemplated by the Contract;
not make any copies of, record in any way or part with possession of any Confidential Information; and
ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 7.
Subject to sub-Clause 7.3, either Party may disclose any Confidential Information to:
any of their sub-contractors, substitutes, or suppliers;
any governmental or other authority or regulatory body; or
any of their employees or officers or those of any party described in sub-Clauses 7.2.1 or 7.2.2;
Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
When using or disclosing Confidential Information under sub-Clause 7.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
Termination
Either Party may terminate the Contract by giving to the other not less than 7 Business Days written notice.
On termination by the Client for any reason a termination fee shall be due and payable on the date of termination in the amount shown in the Agreement. If the Client terminates after the Work has commenced the Client shall be liable for 50% of the value of the Fees due for the entire commission of the Work outstanding at the date of termination payable forthwith.
Without prejudice to the generality of sub-Clause 8.1, the Contract shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:
either Party fails to comply with the terms and obligations of the Contract and such failure, if capable of remedy, is not remedied within 7 Business Days of written notice of such failure from the other Party;
an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under the Contract);
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
the other Party ceases, or threatens to cease, to carry on business; or
control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
The termination of the Contract shall be without prejudice to any rights which have already accrued to either of the Parties under the Contract.
Nature of the Contract
The Contract (jointly these Terms & Conditions and the Agreement) is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) any of its rights hereunder, or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
These Terms & Conditions together with the Agreement (jointly the Contract) contain the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
Each Party acknowledges that, in entering into the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Contract, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Severance
The Parties agree that, in the event that one or more of the provisions of the Contract is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Contract shall be valid and enforceable.
Notices
All notices under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
Notices shall be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or
on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
Alternative Dispute Resolution
Any dispute or difference arising between the Parties relating to the Contract or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.
The Parties hereby agree that the decision of the Arbitrator shall be final and binding on both Parties.
Law and Jurisdiction
This Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
Subject to the provisions of Clause 12, any dispute, controversy, proceedings or claim between the Parties relating to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
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