Terms & Conditions

Kim Harper– Independent Content Writer

Last updated: January 2022
Copyright © 2022 Kim Harper. All rights reserved.
Not for duplication or distribution.


These project Terms and Conditions are part of the contract you enter into when you engage the content writing services of Kim Harper.
Approval of the content writing quote supplied acknowledges the receipt and acceptance of these Terms & Conditions.
Please read them through carefully and contact me if you have questions or require any clarification via kim@kimharper.com.au

These Terms and Conditions apply to all project material provided by Kim Harper.
Trading as: Kim Harper – Independent Content Writer
ABN: 86 123 813 684

 

DEFINITIONS

You, Your & Yours is the client, including your employees and agents

I, Me and My is Kim Harper

Business background material means any material, or Intellectual Property Rights in any material, owned by me that existed prior to
the date of this Agreement, or that is developed or acquired by me independently of this Agreement that is made available to you in
connection with this Agreement, including any modification or enhancement to such Intellectual Property Rights

Intellectual Property Rights means any and all intellectual and industrial property rights (whether or not registered or registrable) including any rights in respect of copyright, inventions, trademarks, designs, trade secrets, and any other intellectual property rights as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation dated 14 July 1967 (as amended from time to time), including any rights in the nature of those rights, such as moral rights under the Copyright Act 1968 (Cth), confidential information and know-how

Project material means any material, or Intellectual Property Rights in any material, developed by me specifically for you in the performance of the Services, or developed by you (or your agents) in the assistance of me in performing the Services

1. QUOTES AND PROPOSALS

1.1. All quotes and proposals are valid for 30 days from submission date.
1.2. All content writing quotes include:
1.2.1. Two rounds of revisions at no extra charge.
1.2.2. One round of proofreading at no extra charge.
1.2.3. Additional fees, at an hourly rate of $150, will be charged for any additional revisions, proofreading, content changes or writing supplied outside of the proposal scope identified in the quote.
1.3. You have a maximum of 14 days from submission of the first draft to respond with revisions.
1.4. Any delay in acceptance of the quote will impact the original proposed timeframes which you agree will need to be revised. You understand this may result in a delay in project commencement and impact your original deadline.

2. PROJECT COMMENCEMENT FEE

2.1. A non-refundable commencement fee of 50% of the total project amount is to be paid upon approval of the quote.
2.2. Where the quoted amount is less than $500, the full amount is required to be paid upon approval of the quote before the project can commence.
2.3. The commencement fee must be paid before any project work can begin. This fee is not a deposit and is not refundable.

3. PAYMENT

3.1. The final invoice for the remaining balance of the project cost will be issued when the final sign off on the project is given.
3.2. Payment terms are 7 days from the date on the invoice.
3.3. Payment is accepted via Osko, direct bank transfer payment, PayPal or cash.
3.4. PayPal payments incur a 2.5% surcharge.
3.5. If your project is urgent and requires a first-draft turnaround of fewer than 48 hours, a rush loading of 25% of the total project cost will apply.
3.6. I am not required to collect GST and there will be no GST amount charged on invoices.

4. CHANGES IN SCOPE

4.1. Any modifications to the original project brief during the course of execution will render the provided quotation invalid.
4.2. Additional fees/charges may be applied to cover the time and expenses required to complete any new, additional work not confirmed in the project scope.
4.3. The new quote will need to be approved, and the revised deposit paid, before the project can restart.

5. TIMEFRAMES

5.1. I endeavour to deliver all project material by the agreed deadline. However, circumstances beyond my control – including major illness or family emergencies – may prevent me from getting project material to you on time.
5.2. I will inform you within two business days if there are any timeframe issues.
5.3. Unless otherwise agreed, you will provide information and your amends within 14 days of receiving drafts.
5.4. If I am unable to complete the project material because I have not received information from you, I will continue the project at our next opportunity. This may affect your overall timeline.

6. COMMUNICATION

6.1. You are asked to nominate one primary contact for all revisions and contact throughout the project.
6.2. If you do not communicate with me for 30 days, the project will be deemed closed and any final amount owing will be invoiced.

7. CONFIDENTIALITY

7.1. I will not disclose any information that you indicate is confidential.
7.2. You agree not to disclose to anyone any information about my pricing structure or project documents.
7.3. You agree not to duplicate or distribute to any other party any of my business background material or IP.
7.4. I reserve the right to use your projects for my own promotional use unless we
have agreed otherwise.
7.5. I may approach you for a testimonial after the project is completed to your satisfaction, although provision of the testimonial is not obligatory.
7.6. I reserve the right to refer to this project and your business name, and to
use your logo and content for promotional or educational purposes.

8. TERMINATION

8.1. You may terminate the project at any time via written notification emailed to kim@kimharper.com.au
8.2. If you terminate the project, I will invoice for the total stage in progress at the minimum estimated fee.
8.3. I may terminate the project at any time via written notification emailed to your nominated contact email.
8.4. If I terminate the project, I will invoice for the total stage in progress at the minimum estimated fee.

9. RISK

9.1. I am not responsible for any delivery delay if the delay or failure to supply is caused by matters beyond reasonable control including, without limitation:
▪ Acts of God
▪ Power failure
▪ Equipment failure
▪ Family emergency

10. INTELLECTUAL PROPERTY (IP) RIGHTS & COPYRIGHT

10.1. We agree that I own my business background material.
10.2. We agree that upon your full payment for the completed project material, I will assign any right, title or interest I have in the project material to you.
10.3. I grant a non-exclusive, non-transferable, royalty-free, revocable, licence to you to use my background material to the extent that it is incorporated in the project material
10.4. You grant a non-exclusive, non-transferable, royalty-free, perpetual licence to me to use the project material for any purpose, including for the development of other material used in my business, and for my promotional or referral purposes
10.5. I may require you to comply with certain conditions regarding the use of my background material from time to time, such as the use of certain copyright marks and appellations of ownership
10.6. We acknowledge and agree that if you are in breach of your payment obligations under this Agreement, or you take any action inconsistent with, or which prejudices, my rights in my background material, I may suspend the licence granted to you under clause 10.3.

11. CLAIMS AND LIABILITIES

11.1. We agree that the aggregate liability of either party for any and all claims in relation to this Agreement, whether directly or indirectly, and whether in contract, tort (including negligence) or otherwise, is limited to the amount of the Fees paid by you.
11.2. Notwithstanding any other provision of this Agreement, I will not be liable for any delay or failure to perform any of my obligations under this Agreement to the extent that it is directly or indirectly contributed to by a failure by you to perform any of your obligations under this Agreement, or any negligent, reckless or deliberately uncooperative behaviour from you, including the delay of the provision of information, or the provision of inaccurate information.
11.3. I endeavour to ensure that the project material doesn’t infringe on any copyright or other right of a third party.
11.4. I am not liable in any way for any direct, indirect, incidental, special or consequential losses or damages resulting from the use of services including but not limited to: loss of data and other intangibles; costs or damages resulting from or related to any services purchased or obtained, or resulting from unauthorised access to, or alteration of your transmissions or data.
11.5. You agree to indemnify and to hold me harmless against any and all claims, costs, and expenses, including solicitors’ fees, due to materials included in any work undertaken at your request.
11.6. All materials provided by you are assumed to be legal and accurate
11.7. You are responsible for checking the factual accuracy of the content for this project.
11.8. I work hard to ensure the project material is free from errors, but I don’t offer an error-free guarantee. You are responsible for final approval.
11.9. I take no responsibility for the material and how it is used once you have approved the final draft & paid the final invoice.
11.10. If you wish to make a claim about incorrect performance or breach of these Terms and Conditions, you must send it in writing to me within one month of the project material being delivered.
11.11. Any imposed liability is limited to resupply of information or services.

12. ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement and understanding of the parties, and supersede any previous agreement between the parties. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions.

These Terms and Conditions shall be governed by Australian law, and the parties hereby agree to submit themselves to the exclusive jurisdiction of Australian Courts.