COPYWRITING TERMS AND CONDITIONS FOR JACQUELINE MORREY GRACE COPYWRITING SERVICES
TERMS AND CONDITIONS BETWEEN:
(1) Jacqueline Morrey-Grace Copywriter, a company registered in the Isle of Man under number 028170B, whose registered office is at Braust Road, Andreas, Isle of Man (“the Company”) and
(2) <<Name of Client>> [a company registered in <<Country of Registration>> under number <<Company Registration Number>> whose registered office is at] OR [of] <<insert Address>> (“the Client”)
WHEREAS:
(1) At all material times the Company is engaged in the business of providing copywriting services to business clients.
(2) At all material times the Client wishes to acquire the services of the Company.
(3) The Company hereby agrees to provide its services to the Client subject to the terms and conditions of this Agreement.
IT IS AGREED as follows:
1. Definitions and Interpretation 1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the Isle of Man.
“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);
“Fee” means the consideration payable to the Company for the Work as defined in Clause 4;
“Work” means the work to be undertaken by the Company as defined in Schedule 1.
1.2 Unless the context otherwise requires, each reference in this Agreement to: 1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means; 1.2.2 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; 1.2.3 “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time; 1.2.4 a Schedule is a schedule to this Agreement; 1.2.5 a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and 1.2.6 a "Party" or the "Parties" refer to the parties to this Agreement. 1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement. 1.4 Words imparting the singular number shall include the plural and vice versa. 1.5 References to any gender shall include the other gender.
2. Engagement of the Company 2.1 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 this Agreement]. 2.2 The Company shall complete the Work by a date as agreed in writing between both parties (“the Completion Date”). 2.3 The Company acknowledges that the Client has a legitimate commercial interest in the Work being completed by the Completion Date and that the Client should have an appropriate remedy if it is not so completed, and, accordingly, in the event that the Company fails to complete the Work by the Completion Date, a sum of 5% of the total Fee due per day shall be deducted from the total Fee payable to the Company for each Business Day that the Work is not completed after the Completion Date. 2.4 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. 2.5 The Company shall be responsible for the rectification of any unsatisfactory work at its own expense.
3. Nature of Engagement 3.1 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. 3.2 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. 3.3 [The engagement under this Agreement is mutually non-exclusive and the Company shall be entitled, at its own expense, to sub-contract the performance of the Work.] 3.4 The engagement and appointment of the Company under this Agreement 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.
4. Fee 4.1 In consideration of the Work the Client shall pay to the Company the fee as agreed between the two parties as set out in the Company’s quotation
OR
In consideration of the Work the Client shall pay to the Company the Fee which shall comprise an hourly rate as set out in the Company’s quotation. 4.2 Payment shall be made only following completion of the Work and shall be made within 14 days of receipt by the Client of the Company’s invoice for the same. 4.3 All payments made under this Agreement shall be expressly exclusive of any value added tax chargeable thereon. 4.4 [No further payment shall be made to the Company for the Work over and above the entitlement set out in sub-Clause 4.1
5. The Work and Intellectual Property 5.1 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 licenced to the Client strictly for the Purpose described in Schedule 1 [for the Licence Term set out in Schedule 1] OR [for the full duration of copyright and any and all other Intellectual Property Rights]. 5.2 Use of the Work outside of the Purpose described in Schedule 1 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. 5.3 The rights licensed to the Client under sub-Clause 5.1 are personal to the Client and may not be assigned, licensed, loaned or otherwise transferred to any third parties save for the purposes of the Client’s bona fide exercise of those rights (including, but not limited to, the transfer of the Work to designers, printers and website developers).
6. Warranties and Indemnity 6.1 The Company represents, warrants, undertakes, and agrees with the Client as follows: 6.1.1 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; 6.1.2 copyright in the Work shall, throughout the full period of copyright protection be valid and subsisting pursuant to the laws of the Isle of Man and the provisions of the Berne Convention and/or the Universal Copyright Convention]. 6.1.3 the Work shall not, under the laws of the Isle of Man be obscene, 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 1998, 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; 6.1.4 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; 6.1.5 [subject to sub-Clause 6.2] the Company hereby undertakes to indemnify the Client and keep the Client at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Client on a solicitor and own-client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Company of any of the Company’s undertakings, warranties, or obligations under this Agreement.
7. Confidentiality 7.1 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 this Agreement and 10 years after its termination: 7.1.1 keep confidential all Confidential Information; 7.1.2 not disclose any Confidential Information to any other party; 7.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement; 7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and 7.1.5 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. 7.2 Subject to sub-Clause 7.3, either Party may disclose any Confidential Information to: 7.2.1 any of their sub-contractors, substitutes, or suppliers; 7.2.2 any governmental or other authority or regulatory body; or 7.2.3 any of their employees or officers or those of any party described in sub-Clauses 7.2.1 or 7.2.2; 7.3 Disclosure under sub-Clause 7.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 7.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made. 7.4 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. 7.5 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. 7.6 The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
8. Termination 8.1 Either Party may terminate this Agreement by giving to the other not less than 1 week’s written notice. 8.2 Without prejudice to the generality of sub-Clause 8.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances: 8.2.1 either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 1 week of written notice of such failure from the other Party; 8.2.2 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; 8.2.3 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); 8.2.4 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 this Agreement); 8.2.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; 8.2.6 the other Party ceases, or threatens to cease, to carry on business; or 8.2.7 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. 8.3 The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.
9. Nature of the Agreement 9.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) [or sub-license] any of its rights hereunder, [or sub-contract] or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld. 9.2 This Agreement contains 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. 9.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 9.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
10. Severance The Parties agree that, in the event that one or more of the provisions of this Agreement 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 Agreement shall be valid and enforceable.
11. Notices 11.1 All notices under this Agreement 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. 11.2 Notices shall be deemed to have been duly given: 11.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or 11.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or 11.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or 11.2.4 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.
12. Alternative Dispute Resolution 12.1 Any dispute or difference arising between the Parties relating to this Agreement 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 the Isle of Man. 12.2 The Parties hereby agree that the decision of the Arbitrator shall [not] be final and binding on both Parties.
13. Law and Jurisdiction 13.1 This Agreement (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 and the Isle of Man 13.2 Subject to the provisions of Clause 12, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales and the Isle of Man