Freelance Terms and Conditions

Below you will find my freelancing terms and conditions. I’ve tried to keep them short and sweet to avoid any misunderstandings. Before we start working together, you will need to acknowledge that you have read the terms and conditions below.

In addition to the terms and conditions with the specific fees for your project, here are my freelancing T&Cs in full.

Definitions

In this document the following words shall have the following meanings:

• “Agreement” means these Terms and Conditions together with the terms of any applicable proposal/estimate;
• “Customer” means the organisation or person who purchases services from freelancer Kathryn Donoghue;
• “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
• “Proposal” means a statement of work, quotation or other similar document describing the services to be provided by freelancer Kathryn Donoghue;
• “Supplier” means Kathryn Donoghue as freelance service provider (address available on request)

General

These Terms and Conditions shall apply to all contracts for the supply of copywriting services by me to you.

• Before starting my freelance services, I shall submit to you a proposal/estimate which shall specify the freelance services to be performed and the fees payable. You shall notify me immediately if you do not agree with the contents of the proposal/estimate. The proposal/estimate shall be subject to these full Terms and Conditions on my website.
• I shall use all reasonable endeavours to complete the services within time frames estimated, but time shall not be of the essence in the performance of any freelance services. In the unlikely event that I cannot meet the agreed deadline, I will let you know as soon as possible. I will not be held liable for any loss or damages to any party as a result of missing a deadline.
• The relationship between The SEO Collective and the client will be that of ‘independent contractor’, which means that I am an employee, worker, agent or partner, and will not give the impression that I am. My time will therefore be limited to the project at hand, including any consultation time warranted by the project.

Commencement of Work

Before your project is undertaken, I require a confirmation email, stating:

• You have read and agree to my terms and conditions
• You are authorised to commission the project
• You agree to my fees
• Provided me the full details of your registered name and address (if a limited company) or details and electoral register proof of your residential address (if a sole trader).

The Brief

The Brief will be supplied by the client and must clearly outline the project requirements. It would be preferable if you complete one of my briefing forms to ensure that I have all the necessary requirements and expectations beforehand.

• Copy Briefing Form
• SEO Briefing Form

Fees and Payment

My current freelancer fee is R550 an hour with exceptions for different clients. Before each project, I will provide a quote so that you know exactly how much the work will cost as well as the payment schedule.

Any changes to the original brief initiated by the client may require us to adjust the cost. The total price of your project will include:

• A free quote
• A maximum of 3 drafts of the project specified in the original brief
• Any minor amendments to your project
• Advice and consultation by email as necessary

Any additional work requested that isn’t covered in the original brief will be quoted separately and added to the original invoice.

• In the event that your procedures require that an invoice be submitted against a Purchase Order for payment, you shall be responsible for issuing such Purchase Order before the commencement of the services. You agree that this clause shall still apply in the event of any failure to obtain a purchase order and any late payment shall incur interest and charges as set out below.
• I may ask you to pay a percentage of the project fee in advance of commencement of the work, with a further percentage at one or more mutually agreed stages of the project. For new clients, a 50% non-refundable deposit of the total fee before commencing work will be required.
• For larger projects, I will arrange staggered payments, to be paid when we meet project milestones.
• Once the project is started, the fee we have agreed between us for the full project is deemed to be incurred unless we have agreed payment milestones in the service specification. You have no right to withhold or reduce payment based on your critical response to, or appraisal of, the copy I write for you. You are paying for my time, quantum meruit. This includes time I put aside to make revisions in expectation of feedback.
• All invoices are sent electronically, unless agreed otherwise and are payable by the last day of the month.
• In the event of cancellation or unlawful termination of this agreement, by you for any reason, other than a failure to agree on alterations to the proposal/estimate covered below, the provisions listed below will apply and I shall submit my final invoice for immediate payment, hereby cancelling the provision for payment within 30 days.
• If you upload the content to your website or use it before I have invoiced for the final copy stage, I reserve the right to invoice you in full for the agreed amount outstanding – even if you require revisions (as agreed within the proposal and signed terms) to be made.
• I may offer to provide a no-obligation sample. Unless discussed and agreed otherwise, this is on the basis that you sign my Ts & Cs and do not request other freelancers to provide such. Should this happen, you will be charged R3000 + VAT. The sample will otherwise remain under my copyright.
• I accept payments by direct bank transfer.
• International clients are expected to cover any additional currency conversion charges to the service provider (The SEO Collective).

Customer’s Obligations

To enable me to perform my obligations under this Agreement you shall:

• co-operate with me;
• provide any information reasonably required by me;
• obtain all necessary permissions and consents which may be required before the commencement of the services; and
• comply with such other requirements as may be set out in the proposal/estimate
• provide your registered company address if a registered company, or a residential address (as per current electoral roll) if a sole trader.

You shall be liable to compensate me for any reasonable expenses I incur as a result of your failure to comply with your obligations.

• In the event that you do not make use of any work that I produce for you in accordance with the proposal/estimate, you agree to absolve me of all responsibility for any loss of income or for any costs or damages suffered by you or by any third party as a result of any delay which has been caused to your business or to the business of any third party.
• If you have appointed me to work for you and decide not to make final revisions until you can see how it looks online once uploaded by your web designer, I reserve the right to charge for the project in full as soon as I have submitted the latest draft.
• Should you for any reason fail to maintain communication with me with regard to a freelance project which you have contracted, I will issue an invoice for payment as per our agreed and signed terms. I will consider failure to maintain communication as a period of 21 days in which I do not hear from you, despite sending you at least one email to an address via which we have previously communicated successfully and from which the email does not bounce. 3 days will be allowed for the last email to be responded to. It is your obligation to ensure you maintain communication through the project duration.
• Should any project remain unfinished after 30 days, I reserve the right to invoice for all work to date at that point – even if the project then continues after that time and to its agreed scope as per my proposal.

Supplier’s Obligations

I shall provide the services in accordance with the provisions of the proposal/estimate. If, when you see a draft, you are dissatisfied with any work I have produced for you, I will do my best to resolve your concerns. You agree to discuss it with me at your earliest opportunity and confirm the reasons for your dissatisfaction in writing within 14 days of receipt of the draft or before a material deadline if earlier.

In the event that you or any third party, not being a sub-contractor of mine, shall omit or commit anything which prevents or delays me from undertaking or complying with any of its obligations under this Agreement, then I shall notify you as soon as possible and:

• I shall have no liability in respect of any delay to the completion of any project;
• if applicable, the timetable for the project will be modified accordingly;
• I shall notify you at the same time if I intend to make any claim for additional costs.

Every effort will be made to ensure that the project is proofread, grammatically accurate and factually referenced where applicable, free of spelling mistakes and other literals. However, the responsibility for checking for spelling mistakes and literals is yours, and you absolve me of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the copy concerned, whether or not these errors appeared in any draft of what was supplied by me. I cannot guarantee that every project is completely free from typographical, grammatical or factual errors.

Alterations of the Proposal/ Estimate

The parties may at any time mutually agree upon and execute a new proposal. Any alterations in the scope of services to be provided under this Agreement shall be set out which shall reflect the changed services and fees and any other terms agreed between the parties.

• You may at any time request alterations to the proposal by notice in writing to me. On receipt of the request for alterations, I shall, within five working days or such other period as may be agreed between the parties, advise you by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
• Where I give written notice to you agreeing to perform any alterations on terms different to those already agreed between the parties, you shall, within five working days of receipt of such notice or such other period as may be agreed between the parties, advise me by notice in writing whether or not you wish the alterations to proceed.
• If the alterations are agreed, the estimate will be amended accordingly. if you do not wish to proceed, this agreement will then terminate and I will submit a final invoice for all work carried out by me to that point, payable in accordance with the above.

Warranty

• I warrant that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
• Without prejudice to the above, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by me.

Indemnification

You shall indemnify me against all claims, costs and expenses which I may incur and which arise, directly or indirectly, from your breach of any of your obligations under this Agreement, including any claims brought against me alleging that any services provided by me in accordance with the proposal infringes a patent, copyright or trade secret or other similar right of a third party.

Limitation of Liabilty

• Except in respect of death or personal injury due to negligence for which no limit applies, my entire liability to you in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by you to which the claim relates.
• In no event shall I be liable to you for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or I had been made aware of the possibility of you incurring such a loss.
• Nothing in these Terms and Conditions shall exclude or limit my liability for death or personal injury resulting from my negligence or that of its employees, agents or sub-contractors.

Termination of Freelance Services

Either party may terminate this Agreement forthwith by notice in writing to the other if:

• the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 14 calendar days of being given written notice from the other party to do so;
• the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
• the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
• the other party ceases to carry on its business or substantially the whole of its business; or
• the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
• Without prejudice to any other rights to which I may be entitled, in the event that you unlawfully terminate or cancel the freelance services agreed to in the proposal/estimate, you shall be required to pay to me as agreed damages and not as a penalty the full amount of any third party costs to which I have committed and, in respect of cancellations on less than five working days’ written notice, the full amount of the fee set out in the proposal/estimate, and you agree this is a genuine pre-estimate of my losses in such a case. For the avoidance of doubt, your failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
• If a client fails to respond to communication within 14 days of paying the non-refundable deposit, the project will be terminated automatically. In the event that a client fails to provide feedback as per the project schedule milestones, the project will be considered ‘on hold’ and rescheduled dependent on current workload and availability.

Intellectual Property Rights

• All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become my absolute property, and you shall do all that is reasonably necessary to ensure that such rights vest in me by the execution of appropriate instruments or the making of agreements with third parties.
• When you commission me to do freelance work for you, you are purchasing the copyright in the work I write for you, and this is assigned to you on receipt by me of full and final payment of all fees due. I retain the copyright until I have received the agreed payment. If I am not paid, I reserve the right to refuse the use of content for any purposes.
• I reserve the right to use extracts of any work produced for you in the promotion of my freelance business and career. Similarly, if I’ve worked alongside a subcontracted freelancer, they will also have the right to use any extracts of their work on their portfolio and marketing materials unless otherwise agreed beforehand.
• Whilst we make every effort not to breach any copyright, you agree to indemnify me against action that may arise as a result of using our services.

Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events. Any alterations to the proposal/estimate necessitated under this section shall be subject to the provisions of section 6 above.

Independent Contractors

We are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. I may, (though unlikely) in addition to my own employees, engage sub-contractors to provide all or part of the services being provided to you and such engagement shall not relieve me of my obligations under this Agreement. A contract will exist only between you and I, and not between any client of yours and myself. You agree to indemnify me against any claim by any client of yours for compensation or damages brought about as a direct or indirect consequence of the use, or inability or unwillingness to use, the material which I write.

Subcontracted Work

As a freelancer, I often work alongside other freelancers. In such cases, all work produced will be under the banner of ‘The SEO Collective’. The company owner (Kathryn Donoghue) will be the client point of contact and agree/oversee the scope of the project. All work sent to the client will be approved by me.

Assignment

You shall not be entitled to assign rights or obligations or delegate duties under this Agreement without my prior written consent.

Severability

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

Waiver

The failure by either party to enforce at any time or for any period any one or more of these terms and conditions or the proposal/estimate shall not be a waiver of them or of the right at any time subsequently to enforce any provision of this Agreement.

Notices

Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the proposal/estimate and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

No Third Parties

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

Indemnity

• By using my services, you agree to indemnify me against any claim, including that of a third party, for compensation or damages resulting from the use of our written material or from unsought permissions to use my material.
• Although every piece of written content I produce is original, the client accepts full responsibility for checking the authenticity of the project, including research materials and citations supplied and indemnify us of any compensation for loss or damages.

Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the law of South Africa and the parties hereby submit to the exclusive jurisdiction of the South African courts.

If you have any questions about my freelance terms, please contact me.