1. Interpretation
1.1 Definitions:
Accepted Quotation: the written quotation of the Freelancer which is accepted by and secured by the Client by payment of the Deposit unless, due to the late payment of the Deposit, the Freelancer has rejected the acceptance.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: these terms and conditions set out in clause 1 to clause 9 (inclusive).
Contract: the contract between the Client and the Freelancer for the supply of the services in accordance with these Conditions.
Client: means the person or firm who purchases the services from the Freelancer.
Deposit: the amount set out in the Freelancer's quotation which is payable within 3 Business Days of the date on which the Client accepts the Freelancer's quotation to secure the services of the Freelancer.
Freelancer: means Gina Rathbone trading as Gina Rathbone Editorial.
Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).
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​2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) Unless expressly provided otherwise in the Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) includes all subordinate legislation made from time to time.
(c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(d) A reference to writing or written excludes fax but not email.
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2. Basis of Contract
2.1 These Conditions apply to any services performed for the Client by the Freelancer.
2.2 The Freelancer's quotations are valid and open for acceptance by the Client for the period of time stated on them. If no such time period is stated they are open for acceptance for a period of 10 Business Days from the quotation date. The Freelancer may withdraw its quotation at any time prior to written acceptance and receipt, by the due date for payment, of the Deposit.
2.3 Unless otherwise agreed in writing between the parties or as set out in the Accepted Quotation, the Client is under no obligation to offer the Freelancer work; neither is the Freelancer under any obligation to accept work offered by the Client.
2.4 The Client shall confirm its written acceptance of the Freelancer's quotation setting out the services and pay the Deposit (as set out in the Freelancer's quotation), at which point and on which date the Contract shall come into existence. The Freelancer will provide the service(s) as set out in the Accepted Quotation.
2.5 The services will be carried out unsupervised at such times and places as determined by the Freelancer, using its own equipment.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.
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3. Supply of Services
3.1 In supplying the services, the Freelancer shall:
3.1.1 perform the services with reasonable care and skill in accordance with the generally recognised standards and practices of the Chartered Institute of Editing and Proofreading;
3.1.2 use reasonable endeavours to meet any agreed dates specified in the Accepted Quotation but these dates are estimates only. Time is not of the essence for the performance of any of the Freelancer's obligations.
3.2 On completion of the services, if the Client does not use the edited file supplied by the Freelancer but instead manually transfers the Freelancer's edits to a different file held by the Client, the Freelancer will not be responsible or liable for any Losses the Client may suffer as a result of any errors or omissions the Client may make in transferring the Freelancer's edits.
3.3 If, on receipt of the item to be worked on or at an early stage, it becomes apparent that significantly more work is required to provide the services than had been anticipated, the Freelancer shall have the right to increase the agreed fee and/or adjust the deadline or terminate the Contract.
3.4 If, during the provision of the services additional tasks are requested by the Client, the Freelancer shall have the right to increase the fee and/or adjust the deadline or decline to carry out the additional tasks requested.
3.5 The Client shall:
3.5.1 co-operate with the Freelancer in all matters relating to the services;
3.5.2 provide the Freelancer, in a timely manner, with all information and materials as the Freelancer may require to provide the services and ensure that they are accurate and complete in all material respects.
3.6 To the extent that the Freelancer's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client (), the Freelancer shall not be in breach of the Contract nor liable for any Losses incurred by the Client a result of its performance being prevented or delayed. Without prejudice to any other right or remedy it may have, the Freelancer shall be permitted:
3.6.1 an extension of time to perform its obligations equal to the delay caused by the Excusing Cause;
3.6.2 to payment despite its performance being prevented or delayed; and
3.6.3 to recover any Losses, including additional costs, incurred as a result of the Excusing Cause.
3.7 The Freelancer confirms that it is self-employed, is responsible for its own income tax and National Insurance contributions, and for paying VAT (where applicable) and will not claim benefits granted to the Client's employees.
3.8 Any content created by the Freelancer as part of the services will become the copyright of the Client upon payment, in full, of the Freelancer's fee, unless otherwise agreed in writing.
3.9 If the Freelancer's work is not carried out in accordance with 3.1.1, the Freelancer will rectify it in its own time and at its own expense.
3.10 If the Freelancer has made a substantial contribution to the copyediting/proofreading/project management as part of the services, the Freelancer is entitled to receive one free copy of the work, if requested.
3.11 The Freelancer may request a testimonial from the Client for use in its promotional material across all media and the Client shall not unreasonably refuse to provide this.
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4. Cancellation
4.1 The Client may cancel the services at any time in writing. Provided the Client gives at least one months' written notice of cancellation and the Freelancer has not yet commenced the services, the Deposit will be refunded. If the Freelancer has commenced the services, the Deposit will not be refundable and the Freelancer reserves the right to raise an invoice for the agreed fee (less the Deposit).
5. Charges and Payment
5.1 The Client will pay the Deposit within 3 Business Days of the date on which the Client accepts the Freelancer's quotation.
5.2 The Client will pay the Freelancer the fee detailed in the Accepted Quotation (which shall be reduced to take account of the Deposit paid by the Client) on completion of the services. This may be per hour, per 1,000 words or as a lump sum. If not specified in the Accepted Quotation it will be per 1,000 words.
5.3 Subject to clause 5.1 or unless agreed otherwise in writing, payment will be made within 14 days of receipt of the Freelancer's invoice in full and cleared funds to a bank account nominated in writing by the Freelancer, and time for payment shall be of the essence of the Contract.
5.4 Where it deems it to be appropriate, the Freelancer may invoice periodically as set out in the Accepted Quotation.
5.5 Without prejudice to any other right or remedy that the Freelancer may have, if the Client fails to pay any sum due to the Freelancer under the Contract by the due date:
5.5.1 the Client 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 will accrue each day at 5% a year above the Bank of England's base rate from time to time, but at 5% a year for any period when that base rate is below 0%; and
5.5.2 the Freelancer may suspend all or part of the service(s) until payment has been made in full.
5.6 All amounts due under the Contract from the Client to the Freelancer shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. Limitation of Liability
6.1 Nothing in the Contract limits or excludes:
6.1.1 liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;
6.1.2 liability for fraud or fraudulent misrepresentation;
6.1.3 liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
6.1.4 any liability that cannot legally be limited; or
6.1.5 the Client's liability for its payment obligations under the Contract.
6.2 Subject to clause 6.1, the Freelancer's total liability for all loss or damage arising from defaults occurring within any contract year shall not exceed 100% of the fees paid or payable to the Freelancer under the Contract.
6.3 Subject to clause 6.1 neither party shall have any liability for:
6.3.1 loss of profits (including loss of anticipated savings);
6.3.2 loss of business or business opportunity;
6.3.3 loss of use or corruption of software, data or information;
6.3.4 loss of or damage to goodwill; or
6.3.5 indirect or consequential loss.
6.4 Subject to clause 6.1, all conditions, warranties, representations or other terms that might otherwise be implied into this agreement by statute, common law or otherwise are excluded from the Contract.
6.5 Unless a party notifies the other party that it intends to make a claim within the notice period, the other party shall have no liability for that claim. The notice period shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim and shall expire six months from that date. The notice must be in writing and must identify the grounds for the claim in reasonable detail.
7. Data Protection
7.1 Both parties shall comply with its obligations under the Data Protection Act 2018 and UK GDPR (General Data Protection Regulation). To the extent that the Contract requires a party to process personal data on behalf of the other, the parties shall enter into and such processing will be governed by a written contract that is compliant with the Data Protection Act 2018 and UK GDPR (General Data Protection Regulation).
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8. Termination
8.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by notifying the other party if:
8.1.1 the other party commits a material breach of any term of the Contract which :
8.1.1.1 is not capable of remedy; or
8.1.1.2 if capable of remedy, is not remedied within a period of 14 days by the other party after being notified to do so;
8.1.2 the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 8.1.2;
8.1.3 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
8.1.4 the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
8.2 On termination of the Contract for whatever reason, the Client shall immediately pay to the Freelancer all of the Freelancer's outstanding unpaid invoices and interest and, where no invoice has been submitted for services supplied, the Freelancer may submit an invoice, which shall be payable immediately on receipt.
8.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
8.4 Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9. General
9.1 Force majeure. Neither party shall be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.
9.2 Assignment and other dealings.
9.2.1 The Client shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the Freelancer (consent not to be unreasonably withheld or delayed).
9.2.2 The Freelancer may at any time assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior written notice to the Client.
9.3 Entire agreement
9.3.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
9.3.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
9.4 Confidentiality
9.4.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.4.2.
9.4.2 Each party may disclose the other party's confidential information:
9.4.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 9.4; and
9.4.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.4.3 No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
9.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.6 Waiver
9.6.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
9.6.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
9.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
9.8 Notices.
9.8.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered address (if a company) or its principal place of business (in any other case) or sent by email.
9.8.2 Any notice shall be deemed to have been received:
9.8.2.1 if delivered by hand, at the time the notice is left at the proper address;
9.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
9.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
9.9 Third party rights
9.9.1 The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
9.9.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
9.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
9.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.