Terms & Conditions
- Definitions and interpretation
- In these Conditions the following definitions apply:
|Affiliate||means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;|
|Applicable Law||means all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national [ or international in any relevant jurisdiction];|
|Bribery Laws||means the Bribery Act 2010 and all Applicable Laws in connection with bribery or anti-corruption [and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010];|
|Business Day||means a day other than a Saturday, Sunday or bank or public holiday [when banks generally are open for non-automated business [in England]];|
|Client||means the same as Customer below;|
|Conditions||means writefully’s terms and conditions of supply set out in this document;|
|Confidential Information||means any commercial, financial or technical information, information relating to the Services, plans, [insert details of any specific confidential information], know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;|
|Content Creation||means written, design, video editing and or any non-written work related to content creation|
|Contract||means the agreement between writefully and the Customer for the supply and purchase of Services incorporating these Conditions and the Order and including all their respective schedules, attachments, annexures and statements of work;|
|Controller||shall have the meaning given to it in applicable Data Protection Laws from time to time;|
|Customer||means ‘you’ or ‘your’, the named party who has agreed to purchase the digital content from us and whose details are set out in the Order;|
|Data Protection Laws||means, as binding on either party or the Services:the GDPR;the Data Protection Act 2018;any laws which implement any such laws; andany laws that replace, extend, re-enact, consolidate or amend any of the foregoing;|
|Documentation||means any descriptions, instructions, manuals, literature, technical details or other related materials supplied in connection with the Services;|
|Force Majeure||means an event or sequence of events beyond a party’s reasonable control [ (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements)] preventing or delaying it from performing its obligations under the Contract [ including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving writefully’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay];|
|Intellectual Property Rights||means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in software, rights in Confidential Information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:whether registered or not;including any applications to protect or register such rights;including all renewals and extensions of such rights or applications;whether vested, contingent or future;to which the relevant party is or may be entitled, andin whichever part of the world existing;|
|Location||means the address or addresses for performance of the Services as set out in the Order[ or such other address or addresses as notified by writefully to the Customer at least [insert number] Business Days prior to [insert description of event eg delivery, shipping, performance]];|
|Order||means the Order placed by the Customer in substantially the same form as set out herein for the Services from writefully;|
|Personal Data||shall have the meaning given to it in applicable Data Protection Laws from time to time;|
|Price||has the meaning set out in clause 5;|
|processing||has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);|
|Processor||shall have the meaning given to it in applicable Data Protection Laws from time to time;|
|Protected Data||means Personal Data received from or on behalf of the Customer in connection with the performance of writefully’s obligations under the Contract;|
|Services||means the Services set out in the Order and to be performed by writefully for the Customer in accordance with the Contract;|
|Specification||means the description or Documentation provided for the Services set out or referred to in the Contract;|
|Supplier||means Only Way Online Ltd (t/a writefully), a company incorporated and registered in England and Wales with company number 09661872, whose registered address is at 20-22 Wenlock Road, London, England, N1 7GU;|
|Supplier Personnel||means all employees, officers, staff, other workers, agents and consultants of writefully, its Affiliates and any of their sub-contractors who are engaged in the performance of the Services from time to time; and|
|VAT||means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Services.|
- In these Conditions, unless the context requires otherwise:
- a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
- any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
- a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
- a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
- a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
- a reference to a gender includes each other gender;
- words in the singular include the plural and vice versa;
- any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
- a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
- a reference to legislation is a reference to that legislation as in force at the date of the Contract;
- a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
- Application of these conditions
- These Conditions apply to and form part of the Contract between writefully and you, the Client. They supersede any previously issued terms and conditions of purchase or supply.
- By using this Site, you signify your acceptance of these Conditions. If you do not agree to these terms, please do not use our Site. Your continued use of the Site following the posting of changes to these terms and conditions will be deemed your acceptance of those changes.
- Ordering your Content
- writefully will provide a Content Creation service where Customers can place Orders via its website.
- The Customer will create its own content bundle by choosing from writefully’s suite of content and by placing an Order at the checkout point.
- The Customer will place an Order on the site. You must read and check your Order carefully, correcting any errors. before submitting it as on submission of your Order you will be entering a binding agreement with writefully.
- Changes to Order:
- Once an Order is started, our entire management staff will commence the process to ensure your Order is managed timely and efficiently.
- The Customer will not be able to make any changes to the Order 24 hours after submission, or after the project has been assigned to or started by a writer. This includes (but is not limited to) putting the Order on hold, redirection of the content or topic, and supplying additional information.
- The terms of the agreement can only be varied by the written agreement of the parties. Similarly, an Order shall be binding unless expressly agreed in writing by the parties and signed by an authorised signatory on behalf of each of writefully and the Customer respectively.
- Client Approval:
- The Client is responsible for the final approval of the content(s) Ordered. This includes any copy, design, typesetting, photography, and any other related requirements) necessary for the completion of the work.
- writefully will forward the completed contents to the Client who must approve the work in writing within 14 days of delivery. Approval of content will either be in writing or within our online approval system. If the Client does not approve the content within the 14 days’ timeline after delivery, writefully will automatically approve on the Client’s behalf.
- Upon acceptance and approval of the work, the Client will accept responsibility for any further processes in which this work is used. writefully will not be responsible for errors occurring in the content once it has been approved either by the client or by its system.
- Each Order submitted by the Customer to writefully will be an offer to purchase Services subject to the Contract including these Conditions.
- If the writefully is unable to accept an Order, it shall notify the Customer in writing within 24 hours of receipt of the Order.
- Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.
- Project Refusal
- writefully may reject an Order for the following reasons:
- It has no experience in the industry for which the service is required
- Its writers will be required to take considerable time to complete the project which is not reflected in the price
- The Client is not providing feedback and documentation in a timely manner
- Should the situation in 4.1.1 to 4.1.3 occurs, writefully will provide a full refund.
- writefully may reject an Order for the following reasons:
- writefully offers two types of pricing structure:
- Pay as you go; that is, you pay at the checkout for what you purchase; and
- writefully’s Flexible Monthly Subscription service.
- The price for our content or packages is displayed on writefully’s website and will be set out in the Order when you chose your required content. A final Order price is calculated and displayed at checkout before submission (the Price). Work will commence 24 hours after receipt of the payment.
- The prices are inclusive of VAT (or equivalent sales tax) which the Customer will pay to writefully on submission of the Order and payment at the checkout.
- writefully may increase the Prices at any time without notice.
- writefully offers two types of pricing structure:
- The Customer will pay for the Services in full on submission of the Order at checkout or by monthly subscription as agreed with writefully. Work will not be started until the order has been placed and payment has been processed.
- Customers who pay by monthly subscription will pay at the beginning of each month on receipt of our invoice.
- writefully will be using a third party payment processor and will not be holding any Clients’ payment details.
- The Client may cancel its monthly subscription service at any time, but any outstanding monies owed to writefully must be paid to it in full prior to closing your account.
- writefully will provide creative and impactful content bundles or individual pieces of content in an efficient and timely manner as specified in the Order.
- The Client must approve the work in writing within14 days of delivery.
- The Services will be deemed performed and completed on the Client’s approval within 14 days of delivery of the work and as specified in these terms.
- On completion of the Order, writefully will send the Client the final file in a Google Drive folder or any other format approved by writefully.
- The Client will be assigned a lead contact who will be the primary contact between the company and the Client and who will be responsible for the Order through to completion.
- Client delays in approving its content may impact its schedule and writefully will not be responsible for any such delay and the consequences resulting therefrom.
- Content Revisions
- Any content not provided by the Client on the initial Order form will be considered new content and will incur an additional charge.
- writefully will revise your content a maximum of two times for free if the revision is requested within 14 days of the Order being delivered. Any further revision will be charged a fee determined by writefully prior to agreeing the revision.
- The Client must allow at least 48 hours for each revision to be performed.
- All revisions are limited to content derived from the information provided by the Client on the original Order form. A fee will be charged for any revision request made due to a lack of information or misinformation provided by the Client on its initial Order form.
- Any content revision requested by Clients outside of the 14 day approval period will be charged 20% of the initial Order fee.
- Satisfaction Guarantee
- writefully will provide a 100 percent satisfaction guarantee service to its Clients or provide a full refund.
- writefully aim is to always provide the highest quality content writing Service to the full satisfaction of the Customer.
- The Client will not be allowed to use the content if it receives a full refund because the content was unsatisfactory.
- Refund Policy
- Fees are not automatically refunded to Clients. writefully will do everything in its power to address and remedy any issues raised by the Client regarding the Services.
- As part of writefully satisfaction guarantee, a full refund will be given to the Client only if writefullyis unable to remedy any issues raised by the Client regarding the performance, content or delivery of the Services to the Client’s satisfaction.
- Refunds will be confirmed by email to the Customer.
- writefully warrants that at the time of performance, the Services shall:
- conform in all material respects to their description and Order specification;
- be free from material defects; and
- be performed with reasonable care and skill.
- The Customer warrants that it has provided writefully with all relevant, full and accurate information as to the Customer’s requirements as specified in the Order.
- The provisions of these Conditions shall apply to any Services that are remedied or re-performed with effect from performance of the remedied or re-performed Services.
- writefully warrants that at the time of performance, the Services shall:
- Intellectual property
- Copyright: The Client will own the copyright in full upon completion of the work. writefullywill not request publishing rights or the resale of the Client’s content to anyone.
- Confidentiality and announcements
- writefullywill sign your company’s NDA if required to do so.
- writefully shall keep confidential all Confidential Information of the Client and of its Affiliates and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
- any information which was in the public domain at the date of the Contract;
- any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
- any information which is independently developed by writefully without using information supplied by the Client; or
- any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
- This clause shall remain in force in perpetuity.
- The Client will not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
- writefully do not authorised, and employees are not permitted to release their personal details to Clients except in exceptional circumstances with the written approval of all parties; namely writefully, Client and the writer concerned.
- To the extent any Confidential Information is Protected Data (as defined above) such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of this agreement
- The Customer and its Affiliates will not, during the term of this Agreement or for a period of [five] years from the Order approval date, whichever is the shorter, solicit or entice away from writefully or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub contractor of writefully in the provision of the Services.
- Processing of personal data
- We do not sell, trade, or rent Users’ personal identification information to others. We may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates and advertisers for the purposes outlined above. We may use third-party service providers to help us operate our business and the Site or administer activities on our behalf, such as sending out newsletters or surveys. We may share your information with these third parties for those limited purposes provided that you have given us your permission.
- Personal Identification Information
- We may collect the following personal identification information: Name, Email, Address, Phone Number from Users in multiple ways, including, but not limited to when Users visit our site, place their order, subscribe to our newsletter, chat with us, and in connection with other activities, services, features or resources made available on our Site. This method will always be with the Users’ knowledge and at the Users’ request.
- Users may, however, visit our Site anonymously. We will collect personal identification information from Users only if they voluntarily submit such information to us.
- Force majeure
Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than [number] days, [the party not affected OR either party] may terminate the Contract by written notice to the other party.
- Cumulative remedies
The rights and remedies provided in the Contract for writefully only are cumulative and not exclusive of any rights and remedies provided by law.
- Entire agreement
- The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
- Nothing in these Conditions purports to limit or exclude any liability for fraud.
- No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
- If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
- If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in Order to agree the terms of a mutually acceptable alternative provision.
- Compliance with law
The Client shall comply with Applicable Law and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
- Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.
- Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
- Third party rights
- Except as expressly provided for in clause 25.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
- Any Affiliate of writefully shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
- Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).