Engineering Copywriter Service Agreement
Last updated 2 July 2024
1 Application
1.1 Alexander Digital Pty Limited trading as Engineering Copywriter ABN 29 664 958 105 of 70a Pacific Street, Caringbah South, New South Wales 2229 Australia provides international engineering and technical content writing services tailor made to suit each client’s target audience in the engineering and related fields.
1.2 This agreement does not need to be signed by the parties to be a legally binding agreement. By accessing any services provided by Engineering Copywriter, including as available for purchase through https://engineeringcopywriter.com/ you agree to be bound to these terms and conditions (“terms”) and you agree that these terms are enforceable as if it were a written negotiated agreement signed between us.
1.3 These terms must be read in conjunction our Privacy Policy and our service descriptions and pricing provided to you or displayed on our website. You agree to be bound by these terms which apply from the date of purchase through our website or upon acceptance of a customised service project following negotiation and agreement and cover the entire agreement between you and us. To avoid confusion, any prior or other standard or additional terms, information, promises, or representations are specifically excluded.
1.4 If we refer to “Engineering Copywriter”, “we”, “us”, or “our” we refer to Alexander Digital Pty Limited ABN 29 664 958 105, our officers, employees, contractors, agents, and assigns.
1.5 If we refer to “you”, “your”, or “the client”, we mean you as the client, your employees, any agents, and assigns.
2 Nature of Agreement
2.1 We agree to supply content writing and other services in consideration for receipt of the agreed Fees, as set out in our Price List, or in circumstances where a customised package has been agreed upon, as per the Fees set out as part of our offered services.
2.2 This agreement continues until we give you notice to end it or until our services have been delivered and if you have a subscription with us, when the subscription expires.
2.3 You acknowledge that digital and online environments are constantly changing and that we may change or amend part of the services if we believe that something we have offered is no longer effective, available, or financially viable, or there is something better than originally proposed.
2.4 We will advise you of any changes in the services before they take effect and the fees that you will be billed by us, and which must be paid before we grant deliver any changed or amended services.
2.5 You acknowledge and agree that Engineering Copywriter engage the services of subcontractors. We remain responsible for the performance of our subcontractors or external suppliers pursuant to the terms of this agreement. Our responsibility is limited to the training, management and monitoring of our subcontractors to ensure quality work output. It is important to note that our sub-contractors are located internationally, which limits our ability to oversee their work to the same extent as we would in a traditional in-person workplace setting.
3 How We Work
3.1 You purchase a package of Services or negotiate tailored Services with us.
3.2 We allocate a project manager to you, and you notify us of your primary contact for all communications. To avoid unnecessary confusion and potential delay in production, we require you to nominate only one contact person in your business who will coordinate with your team to provide us with your instructions and approvals.
3.3 To deliver exceptional technical content we will need your review, feedback, direction or approval for work product completed (“feedback”). Feedback may be required for content ideas, content titles, writing briefs and/or general questions on a topic, product or service. Editing of work product will be carried out in accordance the with provisions of clause 12 below.
3.4 Any timeframes we provide to you for completion of services are estimates only.
3.5 You acknowledge and agree that if unexpected delays arise outside of our control or additional work is requested by you, this will extend your anticipated completion date(s) and timeframes.
3.6 Where possible, we will keep you updated with any changes to the anticipated completion date(s) by providing at least twenty-four (24) hours of notice in writing.
3.7 We will not be responsible for delays caused by you and you acknowledge, if you cause undue delays, we may have to schedule other work in priority to yours to meet our other existing planned workflows.
4 Satisfaction Guarantee
4.1 If, at the time of receiving your feedback, we determine that we have misinterpreted your original instructions, we will edit or re-write the document without charging you additional fees. If we feel we cannot meet your requirements, we will end the agreement and negotiate payment for the work done up to that point.
4.2 We provide a premium service offering human written content by qualified engineers. Unfortunately, some content checking systems like Quillbot.com or Originality.ai are returning false negative results showing over 90% probability that technical writing is AI generated. One of the reasons for this is that technical writing rarely contains ‘anecdotal, personalised stories’. We are constantly testing writing techniques and styles to try and understand why AI engines generate responses which suggest the content our team creates is not original content, which is inaccurate. We will keep you informed of our progress in finding a writing style that is recognised as human generated content.
5 What We Do Not Do
5.1 Anything not included (or specifically excluded) in the package you have purchased or the services you have negotiated, is outside of the scope of the services we have agreed to provide to you and will only be undertaken by us if:
(a) we have agreed in writing to do so; and
(b) you have agreed to pay us additional fees (either at the set price for the required service or at our standard hourly rate) for all services performed.
6 Your Obligations
6.1 You agree to:
(a) provide us with the contact details of your dedicated contact person;
(b) respond in an accurate and timely manner to all requests we make of you;
(c) review all work product for accuracy and correctness before publication;
(d) grant us access to your relevant staff, business and technical stakeholders together with existing documents, information or systems and any other reasonable information, personnel or access we request to enable us to complete the Services;
(e) provide a valid email address and any other information requested by Engineering Copywriter in order to complete the signup process and/or continued use of our services. You further agree promptly notify us of any material changes to the information provided;
(f) use our services at your own risk;
(g) pay invoices and fees owing to us in full and by the due date;
(h) not modify or adapt the service or product in a manner that could bring Engineering Copywriter or its brand into disrepute or in a manner for which it is not intended;
(i) not use Engineering Copywriter for any illegal or unathorised purposes which violates any laws within your jurisdiction (including but not limited to copyright laws, spam or trademark laws);
(j) assist us to perform our services in accordance with this agreement and any applicable law, regulation, code of practice or standard, and that it is your responsibility, not ours, to know and understand what laws, regulations, codes of practices or standards apply to your business or industry; and
(k) be solely responsible for all loss and damage as a result of any of the above obligations and to indemnify us against all claims, loss and damage however arising in relation to or connected with your obligations.
6.2 You agree that Engineering Copywriter may publish your company name on its website/portfolio for promotional or marketing purposes. You have the right to require the removal of your company name on our website, upon written request to Engineering Copywriter to do so.
7 Copywriting and Technical Illustrations
7.1 We offer a variety of writing service packages via our website and can also tailor packages specific to you.
7.2 We may also provide technical illustration services at your request. You must supply a clear brief and rough pictorial outline (unless otherwise agreed between the parties) of what you want created; and
(a) you agree that the materials you supply are essential to us providing quality service and you warrant that all materials supplied are accurate;
(b) you warrant that any graphics or images given to us as a foundation guide for the technical illustration are lawfully owned or authorised for use by you (and by us on your behalf); and
(c) you agree that we are not liable for lack of accuracy or quality, or the unauthorised or unlawful use of graphic materials you provide.
7.3 Where tailored services are requested, we will confirm the scope and our fees via email.
7.4 Services not described in our packages or confirmed on our scope may be requested for additional fees or provided and invoiced at our standard hourly rate. If you anticipate additional requests, please request our standard hourly rate at the time of purchasing our services.
8 Subscription and Retainers
8.1 We offer limited subscription services as described on our website on a no-lock in, month to month contract basis. Payment is automatically processed by Stripe on a monthly basis.
8.2 You may cancel subscription services at any time by giving us a minimum of seven (7) days’ notice in writing of your cancellation request. We may, but we are not obliged to, reduce, or waive the seven (7) day notice period at our discretion.
8.3 We also offer more extensive retained services with minimum of three (3), six (6) or twelve (12) month commitment terms.
8.4 Retained services roll over for the same period at the end of the term unless cancelled by you. We require at least thirty (30) days written notification of cancellation of your retained services before the end of the then current term.
9 Search Engine Optimisation (“SEO”) Services
9.1 We may require login access to your website platform to carry out SEO Services. If purchased by you, on-page SEO information will be delivered at the same time as our work product.
9.2 SEO is governed by many factors which are outside our direct control or the control of any other SEO company. Search engines are third party systems with unknown variables, algorithms and indexing decisions that can change at any time.
9.3 We will aim to improve the position of your website in search engine results in response to search requests aligned with the content we create for you, but we do not promise that this effort will be consistently or permanently successful.
9.4 In line with guidelines provided by Google, we offer no guarantee for getting your website ranked organically on any major search engine for your desired keywords.
9.5 We cannot be held responsible for any changes to the position of your website, articles or images in search engines results related to SEO services provided by us.
9.6 If you request SEO services, we may develop a list of keywords and a variety of titles relevant to our work product for your approval.
9.7 You agree to indemnify and hold us harmless against any claims made regarding the use of the keywords that are protected trademarks of third parties.
9.8 You acknowledge that search engines may, at any time, change their ranking algorithm, exclude sites or pages from their listings, or change their policies without notice and that such change may adversely affect your search engine ranking, for which you will indemnify us against any consequential loss.
9.9 We will not be held liable for any fluctuations, alterations, penalty or removal of your listing in search engines.
9.10 When we provide SEO services, our fees are payable on a monthly basis in advance.
9.11 We offer SEO services on a rolling three (3), six (6) or twelve (12) month basis.
9.12 You may cancel our SEO services at any time by giving us a minimum of thirty (30) days’ notice in writing of your intention to cease and our services will come to an end at your then current contract term.
10 Social Media Management
10.1 We will require login access to your social media accounts if you purchase these services.
10.2 When we provide you with our Social Media management services, the work we perform may include:
(a) management of social media posting;
(b) management of social media content creation;
(c) social media content planning and strategy.
10.3 Our Social Media services do not include:
(a) answering messages received on your social media accounts;
(b) replying to or moderating any comments made on or in relation to your social media accounts or any content published on any social media or other digital platform;
(c) managing any social media community, page, or group, unless specifically agreed in writing by us that we will do so;
(d) approving new members of any social media community or group.
10.4 You must approve all content and posts within five (5) business days from the date when the content is sent to you before they are posted. If you fail to do so, your social media posting schedule or campaign may be delayed or interrupted. If you delay any approval for two (2) consecutive weeks or more, we will not be held liable for interruption or loss associated with the previous publishing schedule.
10.5 No performance guarantees are available with respect to our Social Media services.
10.6 For ongoing Social Media services, we require that you enter into a monthly subscription. A once-off, non-refundable initial set up fee is required in advance of the services commencing.
10.7 We offer Social Media services on a rolling three (3), six (6) or twelve (12) month basis. You may cancel our Social Media services at any time by giving us notice in writing of your intention to cease, and our Social Media services will end at the time of publication of all work product prepared prior to the date of cancellation. So, for example, if in accordance with your social media strategy we have prepared three (3) months of posts in advance, our Social Media services (and your payment for those services) will end after the publication of those posts.
11 Independent changes to SEO and Social Media management
11.1 Changes to SEO or Social Media services provided can alter the quality of our work, for example, impacting content, design, accuracy of any work or desired outcomes.
11.2 If you make changes to the SEO or Social Media services we have provided without consulting us first, we will not be liable, under any circumstances, for any loss or damage associated with those changes and we will not repair, recover, or undertake any additional services or pay any fees, damages, costs, or interest that may arise.
12 Editing
12.1 Editing and revision opportunities (“editing”) may vary depending on the service we are providing however, unless agreed otherwise in writing by us, this is our standard editing policy and it applies to all work product.
12.2 To request an edit:
(a) we allow five (5) business days for changes and comments to be provided to us after we send work for approval;
(b) if we receive no response, then we will proceed as if changes are not required (‘deemed approval’);
(c) if work has been approved (including deemed approval) further requests will incur additional charges; and
(d) additional charges after approval will be charged at a rate of 20% of the service value for each change requested after approval, even if only a minor change.
12.3 You agree that:
(a) we allow unlimited edits for writing and Social Media services, provided those changes are requested within five (5) business days of the date of delivery of the draft to be changed;
(b) we allow two (2) editing rounds for technical illustration services;
(c) you request that you send us your edits in one communication wherever possible, to assist us in completing your work in a timely manner;
(d) editing means an opportunity to adjust parts of the created work product and does not mean starting again or from scratch, or re-designing, upgrading, or making substantial changes which we define as changes to 20% or greater of the work product we present to you; and
(e) where substantial changes are requested, we may decide we cannot meet your requirements and end the agreement and negotiate payment for the work done up to that point.
13 Payment of our Fees
13.1 Unless otherwise stated, our quoted fees are payable in United States dollars only (USD) and stated exclusive of any applicable goods and services tax or VAT. You agree to pay an additional amount for any GST, VAT or other government imposed fees or charges where applicable.
13.2 All subscription services are payable in advance and final work product will not be delivered until payment has been received in full.
13.3 Where services are invoiced separately, you agree to make payment by the due date set out in our invoices.
13.4 A valid credit or debit card is required for all subscription services and payment is processed by Stripe.
13.5 You agree to pay any applicable surcharge on payments made by credit card.
13.6 You agree that:
(a) we may charge a fee for any additional work or changes outside the scope of your purchased services;
(b) we do not offer change of mind refunds, discounts, or credits;
(c) you will not withhold, delay, deduct, or otherwise discount, reduce or off-set any fees owed to us under this agreement for any reason whatsoever, including but not limited to, any disappointment or perceived failure of our services, delay, suspension or error;
(d) we may suspend, delay, or cancel our services if fees are late or unpaid or in our opinion you fail to provide complete, accurate and timely instructions, materials or communication and we are not liable for any resulting loss that arises because of any suspension, delay, or cancelation by us;
(e) you are liable for payment of any dishonour fees incurred by Engineering Copywriter, as well as any costs and disbursements incurred by us in pursuing the debt if applicable (including legal costs on a solicitor and own client basis and collection agency costs when permitted by law); and
(f) late payments attract interest at the rate 10% calculated daily from the date a payment is due to the date of payment is made (both prior to and after judgment, if applicable).
13.7 Engineering Copywriter reserves the right to increase or amend our fees at any time.
(a) Before updating our fees we will give you thirty (30) days written notice of the intended increase.
(b) If you do not agree with the intended fee increase, you may terminate this agreement in writing and this agreement will then terminate at the end of the then current monthly billing cycle.
(c) If you do not terminate this agreement within the thirty (30) day period, you are deemed to have accepted the increase in fees and the fee increase will take effect from the next monthly billing cycle.
14 Intellectual Property
14.1 You warrant that you have all necessary copyright and other permissions to use the content you provide to us, and that such content does not infringe upon the intellectual property rights of any other person.
14.2 If you provide us with content created by AI, please be aware that you will not have copyright in the content created without human intervention, and that content should be checked for plagiarism before use, as it might still infringe upon the rights of another person.
14.3 Provided we receive payment in full, the commercial and moral intellectual property rights in all work product are vested exclusively in you upon delivery by us.
14.4 You are responsible for managing any intellectual property complaint made in regard to any work product delivered to you.
15 Privacy, Confidentiality and Data Security
15.1 Each party agrees to:
(a) protect confidential information other than where licenced or authorised to divulge that information, or it is in the public domain or accessible by the public;
(b) maintain the confidentiality of any information received from the other party which is identified in this agreement or by the other party as confidential information, save for any necessary disclosure to their legal and financial advisers, or otherwise as required by law;
(c) comply with the requirements of the privacy laws applicable to their business, as well as their respective privacy and data protection obligations, including privacy policies and procedures, and the relevant industry standards, and any additional obligations under this agreement;
(d) keep all software protection and password security up-to-date at all times, including where relevant, implementing two-step authentication processes; and
(e) maintain appropriate technical, security and organisational measures to protect any information received from the other party against misuse, interference, loss, unauthorised access, modification or unintentional disclosure.
15.2 While security is important to us and all care is taken when handling, transferring or storing your data, we will not be responsible or liable for the theft, deletion, correction, destruction, damage, loss or failure of any stored data, that is not due to our negligence.
16 Non-Exclusivity
16.1 While we cannot offer exclusivity we do not copy or share project strategies.
16.2 At no time will we disclose any information received from one client to another client.
16.3 Engineering Copywriter will use its best efforts to ensure that all work product provided to each client is unique and appropriately tailored to each client and the project brief.
17 Publication of Testimonials and Case Studies
17.1 When you provide us with a review or testimonial you are providing us with your express consent to use, share, modify, moderate, transmit or publish your testimonial.
17.2 By this agreement you further authorise us to publish case studies in relation to any of the services that we provide. If you request us to de-identify any individual or business in any case study, then you must make this request in writing to us and seek written acknowledgement from us that your request has been received and actioned. In all other circumstances you irrevocably consent and authorise us to publish, use or share cases studies.
18 Liability for Published Work
18.1 It remains your responsibility to check our work product for accuracy before publication.
18.2 We check our work product before it is provided to you for final checking but you know your products, services, materials and calculations best, and we cannot guarantee the full accuracy of materials provided to you for publication.
18.3 We will not be responsible for publication of any inaccurate work.
18.4 We will not be liable for any loss or damage suffered by you, or any third party, as a result of relying upon the content of any work product we supply to you, whether or not published by you.
18.5 Engineering Copywriter will not be responsible for any inaccuracies related to your product or business, and we shall not be liable for any writing content that may negatively affect or damage your product or business, or that of your clients.
19 Limitation of liability
19.1 Engineering Copywriter will not be liable for the accuracy or lawfulness of any work product produced in accordance with your instructions.
19.2 To the fullest extent permissible by law, Engineering Copywriter expressly excludes all liability for any representations, warranties or terms not expressly set out in these terms. We are not responsible for content checking systems producing false negative results which state that our content is AI generated or not original, and such results will not entitle you to make any claim against us.
19.3 To the fullest extent permissible by law, and without limiting Australian Consumer Law or other applicable laws, in the event of any fault in the services, Engineering Copywriter’s liability will be limited, at our choice, to:
(a) supplying the services again; or
(b) repairing any fault in the services caused by us.
19.4 Notwithstanding any other clause in this agreement, you agree that our total maximum aggregate liability to you for any action or claim or group of actions or claims is the amount actually paid by you for services under this agreement rendered in the three months immediately preceding the date of dispute (or latest in time dispute if more than one dispute).
19.5 This limitation of liability applies to the fullest extent permitted by law, and survives any termination or expiration of this agreement, or use of our services.
19.6 Neither party will have any liability to the other party for consequential loss including but not limited to lost revenues, profits, or savings, nor for any indirect, exemplary, punitive, or special loss or damages of any party, including third parties, even if that party has been advised of the possibility of that loss or damages.
20 Indemnity
20.1 Unless the claim was caused by or substantially contributed to by Engineering Copywrite, or the cause of the claim was outside your control, your agreement to indemnify and defend us for all claims, damages, liabilities, costs or expenses (including without limitation legal fees on a solicitor own client basis, court costs, and collection costs to the extent permitted by law) related to:
(a) any instructions and materials provided by you and relied upon by us in creation of the work product;
(b) any copyright or privacy breach or intellectual property infringement claims by third parties arising from the supply of information or materials by you;
(c) your failure to review the work product for accuracy;
(d) your use of our services in a manner not intended; or
(e) your breach of these terms and conditions.
21 Termination
21.1 This agreement starts on the start date and continues until all paid services have been performed.
21.2 We may terminate this agreement with seven (7) business days’ notice if you persistently fail to provide us with instructions to complete our services in a timely manner.
21.3 Cancellation or termination of our services is dealt with in clauses 8.4, 9.12 and 10.7 above.
21.4 Auto-renewal termination – If you have purchased services which automatically renew at the end of the term, you agree to the minimum period advertised with those services and can cancel the automatic renewal of those services by written notice to [email protected] at least thirty (30) days before the automatic renewal date.
21.5 Upon termination:
(a) any outstanding fees or other amounts owing under this agreement become immediately due and payable;
(b) no further services will be provided; and
(c) you will not be entitled to a refund.
21.6 Termination by either party is without prejudice to any accrued rights or remedies of that party and will not release the other party from liability in respect of any breach or non-performance of any obligation.
22 Dispute Resolution
22.1 If a dispute arises in relation to this agreement, please let us know first and we will try to resolve it in good faith with you.
22.2 Either party can give written notice stating what is in dispute and can request a meeting to resolve the matter. If this happens, each party must meet in good faith and act reasonably in endeavouring to resolve the dispute quickly through negotiation.
22.3 Any dispute or claim arising out this agreement or the delivery of our services, which fails to resolve within thirty (30) days will be referred to mediation.
22.4 The mediation shall take place in accordance with the ACICA Mediation Rules. The mediation shall take place in Sydney, Australia in English and be administered by the Australian Centre for International Commercial Arbitration (ACICA), with the costs of mediation shared equally between the parties.
23 General
23.1 Days – Any reference in these terms to ‘business day’ means a day which is not a Saturday, Sunday or other day in which commercial banks in New South Wales are authorised or required by law to close, and if any act must be done on a day that is not a Business Day, the act or thing must be done on or by the next Business Day. Any reference to days or months means calendar days or months.
23.2 Notices –
(a) Any required notice between the parties, including a notice of dispute, may be provided electronically in writing to us at [email protected] or you via the email contact details you provided to us when requesting our services, or as later notified in writing.
(b) Notices sent electronically are deemed to have been received on the same business day if sent prior to 4.00pm on that business day and otherwise, the next business day (where a business day is a day that is not a public holiday, Saturday, or Sunday in New South Wales, Australia).
23.3 Assignment – Our services are personal to you, and you may not assign your rights or obligations under this agreement without our written consent. We may assign our rights and obligations (such as in the sale of our business) and will provide notice to you if that occurs.
23.4 Severability – If any of these terms are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions will continue in effect.
23.5 No Detriment – No clause in this agreement is invalid or void because it is more favourable to one party than the other. The parties agree that they are each commercial sophisticated enough to understand all of their rights and obligations, including risks, when entering into this agreement. If a clause is more favourable to one party, it will not be read adversely against a party, just because that party drafted the clause or this agreement.
23.6 Waiver – Any time or other extension granted by us will not in any way amount to a waiver of any of our rights or remedies under this agreement.
23.7 No Relationship – We are providing services to you as an independent contractor and nothing in this agreement should be interpreted to suggest otherwise.
23.8 Entire Agreement – This document is the agreement between the parties and anything else discussed before and or afterward is not part of the agreement or fees charged unless it was included.
23.9 Governing Law – This agreement is governed by the laws of New South Wales, Australia and the parties agree to be subject to the jurisdiction of the courts of that jurisdiction.
23.10 Electronic Acceptance: This agreement may be entered into by ticking or checking the ‘I agree’ box on our website, by written confirmation from you sent to us by electronic means, including via email. Where a signature is indicated, each party agrees to accept a type written or electronic signature of the other party as binding acceptance of the terms and conditions of this agreement.
23.11 Counterparts: Where a signature is indicated, this agreement may be signed in any number of counterparts, each of which will be an original, and which together constitute one binding instrument.
End.