Writing services terms and conditions
Many businesses engage external agencies to produce written works. For instance, web content and informational copy may be produced by such agencies. This terms and conditions template is designed to cover the provision of writing services by one business to another. (It is unsuitable for use in relation to B2C contracts.)
One of the key issues with this sort of contract is the treatment of copyright. Written works are usually protected by copyright, and in order for the customer to use the work without infringing, that copyright must either be assigned to the customer or licensed to the customer. This document allows for either approach.
As this is a "standard terms" document, it is specifically designed to protect the interests of the writing services provider, although it may be adapted to create a more balanced document.
The document has been updated to reflect the requirements of the GDPR in relation to the processing of personal data.Ask about this document
Writing services terms and conditions contents
- Definitions: definitions.
- Term: commencement of term; end of term: indefinite, acceptance, event or date; each contract distinct.
- Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests.
- Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
- Acceptance: acceptance review by second party; deemed acceptance of deliverables; deliverables do not meet acceptance criteria in review; subseqent failures of deliverables to meet acceptance criteria in review; consequences of acceptance of deliverables.
- ClientMaterials: supply of second party materials; licence ofClientmaterials; warranties relating to second party materials.
Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- Writer's confidentiality obligations: first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
- Writer's publicity obligations: no public disclosures by first party; permitted public disclosures by first party.
- Data protection: compliance with data protection laws; warranty of Client's right to disclose personal data (GDPR); details of personal data and purposes of processing bythe Writer(GDPR); duration of personal data processing byWriter(GDPR); personal data processed byWriteron instructions (GDPR); authorised international transfers of personal data (GDPR); informingClientof illegal instructions (GDPR); personal data processed byWriteras required by law (GDPR); confidentiality obligations onWriterpersons processing personal data (GDPR); security of personal data processed byWriter(GDPR); appointment of sub-processor byWriter(GDPR); authorisation forWriterto appoint sub-processors (GDPR);Writerto assist with exercise of data subject rights (GDPR);Writerto assist with compliance (GDPR); obligation to notifyClientof personal data breach (GDPR);Writerto provide data protection compliance information (GDPR); deletion of personal data byWriter(GDPR);Writerto allow audit (GDPR); changes to data protection law.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Status of Writer: first party is independent contractor not employee; no redundancy or compensation.
- Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
- Subcontracting: subcontracting permitted.
- General: no waiver; severability; variation written and signed; asymmetric assignment of contractual rights (B2C); no third party rights; entire agreement (with statement of work); governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
STATEMENT OF WORK