Writing services terms and conditions

Writing services terms and conditions contents

1. Definitions: definitions.
2. Term: commencement of term; end of term: indefinite, acceptance, event or date; each contract distinct.
3. Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests.
4. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
5. 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.
6. Client
   Materials: supply of second party materials; licence of
   Client
   materials; warranties relating to second party materials.
7. 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).
8. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
9. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
10. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
11. 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.
12. Writer
    's publicity obligations: no public disclosures by first party; permitted public disclosures by first party.
13. 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 by 
    the Writer
     (GDPR); duration of personal data processing by
    Writer
    (GDPR); personal data processed by
    Writer
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Client
     of illegal instructions (GDPR); personal data processed by
    Writer
    as required by law (GDPR); confidentiality obligations on
    Writer
     persons processing personal data (GDPR); security of personal data processed by 
    Writer
     (GDPR); appointment of sub-processor by
    Writer
    (GDPR); authorisation for
    Writer
    to appoint sub-processors (GDPR);
    Writer
     to assist with exercise of data subject rights (GDPR);
    Writer
     to assist with compliance (GDPR); obligation to notify 
    Client
    of personal data breach (GDPR);
    Writer
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Writer
     (GDPR);
    Writer
     to allow audit (GDPR); changes to data protection law.
14. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
15. Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
16. 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.
17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
18. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
20. Status of
    Writer
    : first party is independent contractor not employee; no redundancy or compensation.
21. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
22. Subcontracting: subcontracting permitted.
23. 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.
24. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

STATEMENT OF WORK