Terms and Conditions for the Supply of Services

Any services and other consultancy work provided by Russell Ward and Sarah Ward t/a The International Writer (“Us”/”We”/”Our”) is provided on the basis of these terms and conditions, which shall form the basis of any contract.

        1. Definitions

1.1. In the Contract, unless otherwise specified, the following definitions shall apply:

“Charges” means the charges payable by You for the Services as invoiced by Us from time to time to You;

“Conditions” means the standard terms and conditions for supply of services set out in this document;

“Confidential Information” means information supplied by the parties and which is expressly described as confidential;

“Content” means all text and all other material created by Us as part of the Services;

“Rights” means any copyright or other intellectual property rights exercisable in any part of the world and all Confidential Information;

“Services” means the services which We agree to provide to the You pursuant to the Contract and which is set out in the confirmation of Your order;

“You”/”Your” means the client who engages Us to provide Services;

“Your Materials” means all information, copy, text, photographs, or other material provided by You to Us for use with or incorporation within the Services including but not limited to descriptions, representations and specifications of any of the Your products or services.

1.2. In these Conditions:

1.2.1. the clause headings are included for convenience only and do not affect the construction of these Conditions;

1.2.2. words denoting the singular include the plural and vice versa; and

1.2.3. words denoting one gender include each gender and all genders.

1.3. Any reference to the Your “Approval” shall mean either written or verbal approval from anyone authorised by You or who appears to Us as authorised by You to approve our work and/or expenditure or other matter requiring approval.

        1. Basis of Contract

2.1. You may submit an order for Services to Us via the www.theinternationalwriter.com website or in any other written form.

2.2. Submission of an order by You to Us constitutes an offer by You to purchase the Services in accordance with these Conditions. We reserve the right to accept or reject any such order, or to negotiate the terms of any order. Our acceptance in writing of Your order creates a contract for the supply of the Services by Us to You at which point and on which date the contract

shall come into existence.

2.3. These Conditions together with Our confirmation of Services to be supplied constitute the entire agreement between the parties (the “Contract”).

        1. Supply of Services

3.1. We will use reasonable endeavours to perform the Services in accordance with agreed

timescales however matters beyond Our control may delay our performance. Time shall not be of the essence and We accept no liability for delay or losses howsoever arising therefrom.

3.2. You will help Us carry out the Services by making available to Us all relevant information and co-operating with Us. You will give Us clear briefings and ensure that all the facts given

about Your requirements are accurate. You will respond to queries in a prompt manner and in any event within 5 days of any request.

3.3. Contact reports providing each party with a written record of all matters of substance discussed between the parties will be supplied by Us to You if requested. If the subject matter of a contact report is not questioned by You within 5 working days of its receipt (or such shorter time as may be requested in the report or otherwise), it will be taken to be an accurate record of the contact to which it refers.

        1. Approval Forms and Changes

4.1. We may from time to time send an email to You which relates to some specific or general aspect of the Services.

4.2. You agree to respond within 5 working days either approving the email or rejecting it. If We do not receive a rejection or other communication within 5 working days We are entitled to (but not obliged) treat the matter as approved by You as if we had received Your Approval.

4.3. Once Your Approval has been given or deemed to have been given then this is the authority for Us to treat the Services as having been provided satisfactorily.

4.4. We reserve the right, (without any liability on Our part) not to proceed with the performance of the Services until the relevant approval form is received by Us.

4.5. We will advise you immediately of any changes in the estimated cost of items of Services or any changes in plans, schedules or work in progress previously approved in writing by You.

4.6. You agree that any changes required by You to the Services or to details or specifications in respect of the Services or, any errors or omissions on Your part, may result in changes to the Contract and any cost estimates and accordingly We reserve the right to make such changes.

4.7. You may request Us to cancel or amend any schedules or work in progress. We will take reasonable steps to comply with any such request but You will pay Our remuneration covering the cancelled or amended Services as set out in clause 5.

4.8 If a project remains inactive for more than 60 days it shall be deemed complete and You shall not be entitled to a refund.

        1. Charges and Payment

5.1. Subject to clause 5.2, You will pay for the charges for the Services and any expenses, where applicable, in such amounts and on such payment dates as are agreed in writing from time to time.

5.2. Unless agreed otherwise You must pay 50% of the relevant Charges when We accept the

order (which payment is non-refundable) and 50% on submission by Us of Our first draft. For the avoidance of doubt, should You change your mind on placing Your order but after work has commenced and decide You do not wish to continue with the project the full balance will remain payable and an invoice for the balance will be raised on your cancellation. Equally, if You have paid 100% of the relevant Charges upfront and change Your mind after work has commenced no refund will be made.

5.3. We reserve the right by giving You 7 days’ notice in writing to increase any estimate or Charges to reflect any increase in costs due to clause 4.5 or 4.6, or due to any factors after the making of this Contract which are beyond Our reasonable control.

5.4. The Charges for the Services are stated exclusive of any applicable value added tax and of any expenses that are applicable. Any applicable value added tax and expenses are payable by You in addition to the Charges.

5.5. You will pay the Charges and any expenses promptly within 14 days of the date of a relevant invoice submitted by Us.

5.7. If You fail to pay any amount due and payable to Us under this Contract within 14 days after the same falls due, then, without prejudice to any other rights and remedies We may have, You will, on demand, pay Us interest at 8% on such amount from the date on which the same falls due up to the date of actual payment (as well after as before any judgment).

5.8. Each party shall pay all monies which are payable by it to the other without any right of set off, abatement or withholding in respect of monies which are due to it or alleged to be due to it from the other party.

        1. Force Majeure

We will not be liable to You or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Our obligations in relation to the Services, if the delay or failure is due to circumstances beyond Our reasonable control.

        1. Warranties and Liability

7.1. Nothing in this Contract shall limit Our liability to the extent such liability may not be excluded or limited as a matter of law.

7.2. Our total liability in contract, tort or otherwise arising in connection with the performance or

contemplated performance of the Contract or otherwise under or in relation to the Contract, will be limited to the amount actually paid by You under terms of the Contract and We will, in no circumstance, be liable to You in contract, tort or otherwise for any indirect consequential or economic loss or any loss of business, profits, anticipated savings or goodwill and claims by third parties (whether foreseeable or not and whether directly or indirectly caused) which is caused (whether wholly or in part) by any breach by Us of the Contract or any delay in performance or non-performance of the Contract by Us or otherwise under or in relation to this Contract.

7.3. You will indemnify Us and keep Us indemnified:

7.3.1. against all liabilities, claims, damages, losses, expenses and proceedings arising from or in any way connected with any breach by You of the Contract;

7.3.2. from any claim brought by third parties alleging that Your use of the Services has infringed any intellectual property or other right of any kind, or any applicable legislation or regulation; and

7.4. For the avoidance of doubt, it is Your responsibility to ensure that any copy or other material provided by Us complies with the laws of the country in which it is to be used and We accept no liability in respect of the same.

        1. Confidentiality

8.1. Each of the parties undertakes to treat as confidential any information provided by the other which the other party expresses to be confidential (“Confidential Information”) and not to use any of such Confidential Information except in accordance with these Conditions and in so far as may be required for the proper exercise of such party’s rights and the performance of its obligations under these Conditions or any contract between the parties and to procure that its employees, agents, subsidiaries, licensees and sub-contractors do likewise

8.2. The obligations under clause 9.1 shall not extend to any information or documentation which the party to whom the same is disclosed (“the recipient”) can demonstrate:

8.2.1. is in the public domain or has ceased to be secret in the country where it is to be disclosed (otherwise than as a result of a disclosure by the recipient or any of its officers, employees, gents, contractors or representatives);

8.2.2. is required to be disclosed pursuant to any order of a court of competent jurisdiction, but only for the purpose of such disclosure and to the extent required so to be disclosed;

8.2.3. is required to be disclosed pursuant to any statute, laws, regulation or ordinance, but only for the purpose of such disclosure and to the extent required so to be disclosed; or

8.2.4. is (at the time the recipient receives such information or documentation from the disclosing party) already in the possession of the recipient free from any obligation of confidentiality and has not been acquired by the recipient in breach of any obligation of confidentiality.

8.3. If the Parties have entered into a separate confidentiality or non-disclosure agreement (NDA) then insofar as such NDA is inconsistent with the provisions of this clause 10 the relevant NDA provision shall prevail.

        1. Intellectual Property

9.1. You grant a right to Us to use any Intellectual Property in Your materials for the purposes of carrying out the Services.

9.2. Ownership of the Intellectual Property in copy and other materials prepared by Us pursuant to the provision of the Services shall remain that of Us until such time as payment in full of all sums due under the contract our made by You.

        1. Termination

10.1. The Contract may be terminated at any time by either party giving to the other at least [30] days’ prior written notice of termination.

10.2. We will be entitled forthwith to terminate the Contract by notice in writing to You:

10.2.1 if facts arise which give Us cause for concern about the impact the provision of Our Services may have on Our reputation including, but not limited to, any concerns that You wish to include racist, sexist or other unethical material or to pursue unlawful goals using Our Services; or

10.2.2 if in Our opinion the relationship between the parties is no longer conducive to good business relations.

10.3. Any termination of the Contract will be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of such termination by the other party, including, without limitation all monies outstanding in respect of invoices submitted by Us and any Charges and expenses payable by You up to and including the date of termination of the

Contract and in respect of which We will be entitled to submit an invoice forthwith following the date of termination of the Contract.

        1. General

11.1. If any provision of these Conditions (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.2. The Contract is governed by and shall be construed in accordance with Australian law.

11.3. The Australian Courts shall have exclusive jurisdiction in respect of any proceedings arising out of or in connection with the Contract and the parties irrevocably submit to the jurisdiction of the Australian Courts for such purposes.

        1. LinkedIn Live Editing

12.1. Whether We are refreshing website content for You or recharging your LinkedIn profile or company page, We make no guarantees of business opportunities, employment or search engine ranking. We work with You to create outstanding online profiles and to boost your brand, but obviously We cannot make such guarantees.

12.1 When it comes to uploading your LinkedIn profile or company page onto the platform, You give Us express permission to make changes to your LinkedIn profile or company page on your behalf by providing Us with your LinkedIn log-in details. You accept full responsibility for all and any activity conducted by Us on your LinkedIn account, including all edits, and You agree to, and hereby release Us, from any liability concerning such activity.