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When doing business with Scriptsmiths, these Terms and Conditions will form part of your Agreement. For the avoidance of all doubt, the Customer means you and your organisation.
Caroline Smith of Scriptsmiths (the “Supplier”) will provide you and/or your organisation (the “Customer”) with an estimate for freelance work from Scriptsmiths including proposed costs and timelines (the “Proposal”). This will be based on an initial written brief provided by the Customer (the “Brief”) . The terms of the Proposal and Terms and Conditions make up the “Agreement.” In agreeing in writing to the Proposal and Terms and Conditions, you guarantee that you are authorised to contract the Supplier, and that you are able and willing to provide the Supplier with all relevant information pertaining to the work described in the Brief.
Fees and Payment
Once a project is started, the fee you and Scriptsmiths have agreed for the full project is deemed to be incurred unless agreed otherwise in writing.
Unless there is a promotional offer, the Customer will be charged a daily rate of £240+VAT, with extra charges incurred for express or specialist work. The estimated costs and time for completion of work will be outlined in the Proposal.
Payment is due by the Customer within 30 days of Supplier invoice at completion of work. Some projects may require a deposit of 50%; this, and any potential payment or project milestones, will be set out in the Proposal. Extra costs may be incurred by the Customer if there is a requirement for the Supplier to attend face-to-face meetings, in which case all expenses will be covered by the Customer, including a daily rate for the Supplier’s time.
The Customer has no right to withhold payment for work supplied by Scriptsmiths based on opinion of this work; payment is also for the time taken by the Supplier to produce this work.
The Customer will pay any monies owed to Scriptsmiths via Paypal, credit card or other electronic payment process as agreed to by both parties.
For delays in payment, the Supplier withholds the right to charge debt recovery costs and interest in accordance with the Late Payment of Commercial Debt (Interest) Act (1988) and supplemented by the Late Payment of Commercial Debts Regulations 2002.
Scope of Project
The Supplier agrees to perform any services described in the Proposal until the engagement has ended. However there is no direct employer-employee relationship between Customer and Supplier.
Changes and Revisions
Scriptsmiths will inform the Customer immediately by email if the work outlined in the Proposal is likely to exceed initial expectations of scope; the Customer then has 14 days to accept a revised Proposal. Equally if the Customer wishes to alter the length, scope or timings of the Proposal, s/he may do so in writing to Scriptsmiths, and has 14 days to accept any amended Proposal, which will supersede the previous one.
The Supplier will make every attempt to be flexible and revise drafts according to the Customer’s wishes. Three drafts are included in the initial Proposal price, beyond which any revisions deemed necessary will incur costs.
The Customer will pay the full amount due immediately, rather than 30 days after invoice, for cancelling the project for any other reason than to agree on alterations. The Customer will also pay the full amount immediately if using work - or part thereof - supplied by Scriptsmiths that still requires revisions.
The Supplier and Customer will remain in regular communication and advise of any extra costs/delays/any and all information pertaining to the project work outlined in the Proposal.
If for any reason the Customer has not communicated with the Supplier in any form for 14 days, and after 3 reminders, the full amount of money for the project will be due immediately and an invoice will be provided by the Supplier.
The copy provided by Scriptsmiths should be free of errors and supplied on time. If however errors or delays occur, Scriptsmiths is not liable to the Customer or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if advised of these by the Customer. If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
The Customer will own the copyright for all material created under this Agreement only once payment has been received by the Supplier in full. Scriptsmiths and the name Caroline Smith must not be included with any work published without prior written permission from Scriptsmiths. This permission will not be granted if the work has been amended by another person after it has been supplied to the Customer, and permission may be withdrawn at any time. In cases of non-payment by a Customer, Scriptsmiths reserves the right to refuse the use of text written by Scriptsmiths for any purposes.
Scriptsmiths also reserves the right to showcase sample works from any project as portfolio pieces.
You shall indemnify Caroline Smith of Scriptsmiths against all claims, costs and expenses that she may incur arising directly or indirectly from the Customer’s breach of any obligations under this Agreement. This includes claims against Scriptsmiths alleging that services provided in accordance with the Proposal infringe patent, copyright, trade secret or other similar right of any third party.
Either party may terminate the Agreement by notice in writing to the other party if:
The other party fails to remedy a breach of the Agreement capable of being remedied within 14 calendar days of being notified of this breach in writing by the other party,
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, or a court of competent jurisdiction makes an order to that effect,
The other party ceases to carry on its business, or
The other party is declared insolvent.
Without prejudice to any other rights to which Scriptsmiths might be entitled, in the event that the Customer unlawfully cancels or terminates the services from Scriptsmiths agreed to in the Proposal, the Customer shall be required to pay to Scriptsmiths as agreed damages and not as a penalty the full amount of any third party costs to which Scriptsmiths has committed. If the Agreement is cancelled or terminated with less than five working days written notice, the full amount of the fee set out in the Proposal will be payable by you immediately.
The failure of either party to enforce at any time or for any period any of these terms or conditions or terms of the Proposal shall not be a waiver of them or of the right at any time subsequently to enforce any provision of this Agreement.
Any notice to be given by either party to the other must be delivered by email to the address given in the Proposal and shall unless proven otherwise be deemed to be received on the same day it was sent.
This Agreement is the entire Agreement pertaining to this subject between Scriptsmiths and the Customer and supersedes any previous agreements or arrangements, undertakings or proposals, delivered in verbal or written form. Unless specifically mentioned elsewhere in this Agreement, this Agreement may only be varied by a document signed by both parties.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the Law of Scotland, and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.