Terms of business
In the terms of business below, ‘we’,‘us’ or ‘our’ refers to Abel Words Ltd. ‘You’ or ‘your’ means your organisation, which is named in the quotation attached to this document.
1. The basics
Please read these terms of business carefully. They form the entire contract between us and you, and can only be varied if we agree to it in writing. No other terms of business apply to our work for you.
The contract starts when you accept our quotation, either verbally or in writing, and continues until the project is completed, which is the date you pay us in full, or until it is cancelled, as described in point 6 below.
Before you decided to engage us, we might have given you samples of our work or shown you examples of our previous projects. If so, these were only to give you an idea of our services and they do not form part of this contract or have any contractual force.
2. The brief
Your brief is the foundation for the project. This is when you tell us everything we’ll need to know to do the work for you. This includes:
- what you’d like us to do
- how we’ll get the information we need
- what your deadline is
- who else we’ll be working with (such as your design agency), and
- anything else we’ll need to take into account, such as your tone-of-voice guidelines or corporate style guide.
The brief forms the basis of the services we’ll provide for you, so please be precise. We use it to give you a quote for the work (see point 3) and to make sure we deliver what you want.
If you’re an intermediary (such as a design or copywriting agency) and you’re giving us the brief on behalf of your client, then it’s your responsibility to make sure you know what your client wants and that you brief us accurately.
3. Our fee
We’ll quote you a fixed fee for the project, based on your brief. This quotation is valid for 30 days from the date we give it to you. If you change the brief for any reason, we may have to adjust the fee to reflect the extra work involved. We’ll let you know if this is the case and explain why the fee has increased.
For all new clients a full deposit may be required before work can commence.
The quoted fee doesn’t include any out–of–pocket expenses, which we’ll recharge to you at cost or, in the case of mileage, at HM Revenue & Customs’ approved rate (currently 45p per mile).
4. Working together
Once we’ve agreed deadlines, we aim to hit them every time. It’s very rare that we miss one but if we might, we’ll keep you informed and let you know when you can expect the draft. We take deadlines seriously but they can only be an estimate of when we’ll complete the work, so this contract remains in force even if we deliver work after the deadline.
You have an important part to play in meeting deadlines, which means giving us the information we need and your comments on drafts by the dates we’ve agreed. If you don’t, we can’t be responsible for missing subsequent deadlines.
The fee includes a first draft and two subsequent sets of revisions. If you ask us to create more drafts than this, we may adjust the fee to reflect the additional work. We’ll discuss this with you before starting work on any extra drafts.
We create your content. We can’t be responsible for approving content in any circumstances. This means that before you use the content, you have to make sure that you’ve checked it (for example, for factual accuracy) and got any permissions you need (for example, approval from your customer to be included in a case study).
If you’re an intermediary (such as a design or copywriting agency) and your client is going to use the content, then you must make your client aware of its responsibility for these checks and permissions.
We want you to be delighted with our service. If you’re not – whatever the reason – please tell us as soon as possible, so we can resolve it amicably.
Showing potential client examples of our work is important to us, so unless we agree otherwise, we may list you as one of our clients and show the project in the portfolio section of our website, www.abelwords.com. This may include providing a downloadable copy of the finished work or some parts of it (for example, screen shots of web pages) or quoting excerpts from the text. You also agree that we can use your company logo on our website, in areas where we list our clients.
Communicating with each other
Where these terms mention giving notice or other communications in writing, email is acceptable.
We bill most projects when we finish them. For new clients, a 50% deposit may be required before work can commence. For larger jobs, we may send you interim invoices, reflecting the stage of the project.
You agree to pay our invoices in full within 30 days of the invoice date, unless we agree otherwise at the start of the project. If you don’t pay on time, then we can terminate this contract immediately and charge you interest on the overdue amount at 8% above HSBC Bank plc’s current base rate. Interest will accrue each day from the due date until the date we receive the overdue amount. If you don’t pay an interim invoice by the due date, we may have to stop working on your project until you pay.
We prefer payment by electronic transfer. If you send us a cheque, please remember that proof that you’ve posted it isn’t proof we’ve received it.
Once we start a project, we pride ourselves on seeing it through. However, we reserve the right to cancel this contract immediately if:
- you obstruct our work or your behaviour stops us forming an acceptable working relationship with you, or
- you materially breach the contract and fail to rectify that breach within seven days of us notifying you of it.
We won’t cancel without making you aware of the problem first. If we have to cancel, we’ll tell you in writing and we will have no further obligations or liabilities to you.
If you cancel the project for any reason, you must tell us in writing. If either you or we cancel the project, we reserve the right to bill you up to 100% of the agreed fee, plus all of the out-of-pocket expenses we’ve incurred.
7. Rejecting our work
During the briefing process, you should tell us if you have any specific requirements about the writing style (often referred to as the tone of voice).
If you do, we’ll do our best to use that style. If you don’t, you can’t reject our work because you don’t like the way it’s written.
You also can’t reject our work because you disagree with our advice or opinions.
We own the copyright of everything we create for you, until you’ve paid in full. At that point, ownership of the copyright passes to you.
If we create any plans or materials that you don’t end up using in your project, then we retain the copyright for them. This means you need our permission if you want to use them later and you may have to pay an additional fee for this.
If you supply us with material to include in our work for you, you warrant to us that you:
- already own the copyright for this material, or
- you have the right to use the material
You also warrant to us that using the material will not infringe any third-party rights.
We won’t disclose any confidential information we obtain about your business, unless you authorise us to do so or we’re required by law to do so. Similarly, you agree not to disclose any confidential information about our business, unless we authorise you to do so or you’re required by law to do so.
Confidential information includes information about financial performance, business plans, staff changes, business wins, business reorganisations and other commercially sensitive information.
This clause remains in force even after this contract is completed or terminated.
You supply any items or materials to us at your own risk. We’ll take good care of them but we can’t be responsible for any subsequent loss or damage to them.
11. Limitation of liability
This condition sets out our entire financial liability to you in respect of any breach of contract any your use of our services.
This contract excludes, to the fullest extent the law permits, all warranties, conditions and other terms implied by statute or common law.
Subject to the above, we will not be liable for:
- loss of profits, business, anticipated savings, goods, contracts or use
- depletion of goodwill and/or similar losses
- corruption of data or information, or
- any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
Our total liability to you is limited to the price you paid for our services.
Nothing in this clause limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for breach of terms implied by section 2 of the Sale of Goods and Services Act 1982.
12. Events outside our control
We can’t be responsible if events outside our reasonable control prevent or delay our work for you.
These events include strikes, lock-outs or other industrial disputes (whether involving your workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13. Revising these terms
We reserve the right to revise these terms of business and will tell you in writing if we do.
14. Governing law and jurisdiction
English law applies to this contract. The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim relating to the contract, its subject matter or formation (including non-contractual disputes or claims).