AA EDITORIAL SERVICES STANDARD TERMS
1.1 We agree to provide our services to you on the following terms and conditions. These constitute a contract between you and us must be read together with any other documents explicitly agreed to be part of this contract. Any other terms and conditions contained in any other document are excluded unless their inclusion is expressly agreed in writing.
1.2 In these terms:
1.2.1 “we” and “us” means AA Editorial Services (being the trading name of Angela Atkinson), and,
1.2.2 “Services” means the service that you have ordered from us and we have agreed to provide.
- Your Obligations
You agree that you will:
2.1 promptly give us such information as we may reasonably need to provide the Services and you shall be responsible to us for the accuracy of such information;
2.2 at your expense keep copies of all information provided to us.
3.1 You must pay our charges for the Services as agreed between us.
3.2 Our terms of payment for all charges are 14 days after the date of invoice. In the event of late payment we reserve the right to charge interest on the outstanding balance at the Statutory Rate.
3.3 Unless agreed otherwise, all our charges are exclusive of any applicable value added or other tax, which will be added to our invoices sent to you.
3.4 We reserve the right to suspend our Services if our charges are overdue for payment by you.
3.5 If, on receipt of the item to be worked on or at an early stage, it becomes apparent that significantly more work is required than had been anticipated in the preliminary discussion/brief, we reserve the right to renegotiate the fee and/or the deadline.
4.1 We warrant to you that no material will be provided by us as part of the Services which infringe any third party intellectual property rights. You warrant to us that no material will be provided by you to us for use in the Services which infringe any third party intellectual property rights.
4.2 If a claim for the infringement of third party intellectual property rights is made or threatened against either party in connection with material provided by it under this Agreement, it shall indemnify the other against any and all costs, expenses, damages or other losses suffered or payments made by the other in connection with the claim and any associated judgement or settlement.
4.3 Any content created by us for you under this Agreement will, unless otherwise agreed, only become your copyright upon full payment to us.
4.4 If we make a substantial contribution to the copy-editing/proofreading/project management of the work, we will be entitled to receive one free copy of the work.
5.1 Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.
5.2 Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.
6.1 We warrant to you that we will seek to supply the Services with reasonable skill and care. We accept liability for our own negligence but only to the extent stated in this clause.
6.2 Nothing in this Agreement shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud.
6.3 Our liability to you under this Agreement shall not exceed the amount paid by you for the particular Services.
6.4 Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions and those of our employees, agents or sub-contractors, other than Excluded Loss. In this clause the expression “Excluded Loss” means all special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to our attention at the time of making this contract) and loss, corruption or destruction of data or loss of profits, business or anticipated savings, whether incurred directly or indirectly, or any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.
7.1 Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any third party.
7.2 This clause shall not extend to information which was already in the lawful possession of a party prior to this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of this Agreement.
- Data Protection
We shall take appropriate technical and organisation security measures to protect any personal data that you provide to us. Furthermore, we will only deal with such personal data in accordance with your instructions.
- Force Majeure
Neither you nor we shall be liable to the other for any breach of this Agreement caused by matters beyond the first party’s reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.
10.1 Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
10.2 No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us.
10.3 A person who is not a party to these terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.
10.4 If any dispute arises out of these terms we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
10.5 This Agreement shall be governed by the laws of England and we both agree to submit to the exclusive jurisdiction of the English Courts.