Definitions

The following words have the following meanings:

“Agreement” means these Terms and Conditions together with the terms of any applicable proposal/estimate;

“Proposal” means a statement of work, quotation or other similar document describing the services to be provided by copyhog.com;

 “Customer” means the organisation or person who purchases services from copyhog.com;

“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

“Supplier” means copyhog.com, or Carla Dewing.

General

These Terms and Conditions apply to all contracts for the creation of web strategy or content by me for you.

Before initiating my content services, I’ll give you a proposal, timeline and estimate that will outline what is deliverable, payable and can be expected by you, the customer. If you do not agree with the proposal, timeline and estimate you will let me know before project initiation. The proposal, timeline and estimate is subject to the terms and conditions of this website.

Content strategy or creation will begin once confirmation of these T&C’s is confirmed, and the proposal, timeline and estimate is accepted, and you have provided me with your full name, brief and the 30% deposit for project initiation.

I’ll use all reasonable endeavours to stick to the allotted timeline, but please allow for a 2 day window if this cannot be achieved. If circumstances outside of my control (illness, death, government power outages, pandemic illness, customer not getting back to me) delay the project, project success is not contingent on timeline.

Content Fees and Payment

Content service fees are outlined in the proposal, timeline and estimate email sent to the client during email communication.

The project will only begin once the full 30% upfront deposit has cleared in the suppliers account, and a deadline date has been confirmed and set (or unless otherwise arranged). The project will not begin until this fee is paid.

On completion of the project, the full completion amount is due within 3 days of content completion. Failure to pay the full amount on time makes the customer liable for interest charged on overdue invoices.

Milestones may be set, in which case payments must be completed on these milestone dates, leading up to the final completion payment. Failure to pay will result in a suspension of the project until the payment is completed.

Customers do not have the right to withhold payment based on critical responses to or appraisal of the content created. Payment is for time spent during creation.

Special payment arrangements can be made on request and are subject to prior written approval.

In the event of cancellation or unlawful termination of this agreement, by you for any reason, you will be liable to pay for all content created up to the date of cancellation.

Payment is due on completion of the draft copy, which means edits happen after final payment. Customers may not withhold payment until edits are complete.

Customer Obligations

To enable me to achieve project success under this Agreement you will:

Be co-operative;

Provide a full project brief as required or requested;

Respond to my queries and messages in a timely manner;

Obtain 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, timeline and estimate.

In the event that you do not make use of any work that I produce for you in accordance with the proposal, timeline and 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 create your website strategy or copy and decide not to make final revisions until you can see how the copy looks online once uploaded by your web designer, I reserve the right to charge for the project in full before that time.

Should you for any reason fail to maintain communication with me with regard to content creation services which you have contracted, I will issue an invoice for payment as per our agreed 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.

Three 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 60 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.

Suppliers Obligations

I will provide the strategy or copy creation services in accordance with the provisions of the proposal, timeline and 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 5 days of receipt of the draft or before a material deadline if earlier.

In the event that you or any third party, omit or commit anything which prevents or delays me from undertaking or complying with any of the obligations under this Agreement, then I will notify you as soon as possible and:

I 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 will notify you at the same time if I intend to make any claim for additional costs.

Every effort will be made to ensure that copy is free of spelling mistakes and other grammatical errors. However, the responsibility for checking for spelling mistakes and other errors 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 the copy supplied by me.

Alterations to the Content Proposal, Timeline and Estimate

The parties may at any time mutually agree upon and execute a new content proposal, deadline and estimate.

Any alterations in the scope of services to be provided under this Agreement will be set out which will reflect the changed services and fees and any other terms agreed between the parties.

You may at any time request alterations to the content creation proposal by notice in writing to me. On receipt of the request for alterations, I will, 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 will, 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 content creation 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 section above.

Warranty

I warrant that the strategy and content creation 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, 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 Liability

Except in respect of death or personal injury due to negligence for which no limit applies, my liability to you in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, will 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 Content Creation 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 Content Creation Services agreed to in the proposal, deadline and 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, timeline and 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 this Agreement will be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.

Intellectual Property Rights

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement will, so far as not already vested, become my absolute property, and you will 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 create a strategy or content for you, as a content creator or director, you are purchasing the copyright in the work I create 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 strategy or content I have written, slogans or ideas I have created for any purposes.

I reserve the right to use extracts of any work produced for you in the promotion of copyhog.com. I reserve the right to inform potential clients of successful projects completed under NDA, in strict confidence outside of the public domain.

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, timeline and estimate necessitated under this section shall be subject to the provisions of a section 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. 

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 or create.

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, timeline and estimate shall not be a waiver of them or of the right at any time subsequently to enforce any provision of this Agreement.

Results from evidence-based content vary, and copyhog.com does not guarantee results or performance improvements of any kind. This is due to the promotion strategy of the content, which is the responsibility of the customer.

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, timeline and estimate, and if sent by email will, 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.