PAYMENT. All payments are required upfront and prior to work commencing unless otherwise agreed. Any late payments will be charged statutory interest - this is 8% plus the Bank of England's base rate.

MATERIALS & INFORMATION. You will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. You are responsible for furnishing all pertinent information, and for providing accurate, truthful, and complete information necessary for me to perform or complete the contracted services/project.

You agree that the accuracy of information supplied to me is the sole responsibility of yourself, and that I am not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by you.

You assume full responsibility for acceptance of work or services performed and agreed upon, as well as final proofreading and accuracy. I am not responsible for errors or omissions.

INTELLECTUAL PROPERTY. You will own the system designed for you and any content provided by me. I will turn over all necessary files. These files and systems may not be shared, resold, redistributed, or reproduced for any purpose.

You guarantee that you have legal rights to all elements of text, photographs, and anything else that you provide me with, and will not hold me responsible for any third-party claims.

I will guarantee that I have legal rights to all elements related to the services I am providing and will not hold you responsible for any third-party claims.

You grant me a worldwide, nonexclusive, revocable license to display the written or visual content developed by me for you; in association with my portfolio and for other business development and marketing purposes.

DELIVERY. Completed projects are delivered via cloud drive, email or other means as required by you. You are responsible and will be billed for any shipping and handling costs.

PROJECT COMPLETION. Basic support receives 24 - 48 hour attention Monday - Friday. Each new or special project requires a minimum of 3 days lead time. You will provide sufficient notice and allow for reasonable time frames for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to 50% surcharge for rush fees. I reserve the right to refuse any project or service request.

The restrictions do not apply to: any use or disclosure required by law; any disclosure authorised by the party who owns the confidential information; or any information which is already public knowledge (otherwise than through unauthorised disclosure by the party to whom the information does not relate).

Any change to the original scope needs agreeing to in writing by both parties, pending availability and any additional requests will be billed at an agreed rate. Or - all additional work will be quoted as a new and separate project.

RELATIONSHIP OF PARTIES. It is understood by the parties that I am an independent contractor with respect to you and not an employee of yours. You will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of myself. This will be a collaborative, professional relationship of equals, as in a partnership, where mutual professional respect, courtesy, and consideration are expected. Due to the virtual nature of the partnership, you understand the importance of communication, especially via email, and agree to respond to questions, requests, and communications from me in a timely manner.

You understand that I have a business with other clients to service and require fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunication on the part of you will not constitute an emergency for me. You understand that I may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality of work. Clients who consistently fail to respond to questions in a timely manner, do not supply needed information, or otherwise impair efficient workflows, increase administrative time, and prevent me from working to optimum standards and serving other clients in a fair and equal manner - I reserve the right to impose late fees and/or increase rates of Clients who fall into this category or re-schedule the project.

LIABILITY. I will not be liable for loss, damage or delay of your project due to circumstances beyond my control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact you. In the event of such loss, damage or delay, I will make every effort to notify you immediately.

NON-DISCLOSURE. I shall not directly or indirectly disclose to any person other than a representative of yours; at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to you, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets except where I need to in order to properly perform the Services. You will keep strictly confidential all information about my business, my suppliers and my customers.

DATA PROTECTION. You consent to me holding and processing data relating to you for legal, personnel, administrative, management and marketing purposes. You consent to me making such information available to those who provide products or services to us such as advisers, regulatory authorities, governmental or quasi-governmental organisations and potential purchasers of mine or any part of my business. You consent to the transfer of such information to my business contacts (such as server hosts) outside the European Economic Area.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

TERM/TERMINATION. Either party may terminate this agreement upon 14 days written notice to the other party. Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party. Upon Termination, I will invoice you for any payment due, and payment is due immediately upon receipt.

EXPIRATION / MODIFICATION. The agreement shall remain in effect for a period of 3 months or until such time as one or the other party provides written notice of cancellation. This agreement may be modified or amended as necessary after negotiations initiated by either Party. If agreement is reached, only a written instrument signed by both parties will modify or amend this agreement.

GOVERNING LAW AND JURISDICTION

This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law.

WAIVER OF RIGHTS

Any delay, omission, indulgence or forbearance by either party to exercise any of the rights nor any non-compliance by a party under this agreement shall not be construed as a waiver of that right, not shall it impair such right on future occasions.

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