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Terms and Conditions for Proofreading Text

These are the standard Terms & Conditions of AM Proofreading and Editing, Auckland, New Zealand, for Proofreading Text for clients on a freelance basis, and AM Publishing New Zealand, for publishing services. Where the name AM Proofreading and Editing appears below, it also covers AM Publishing New Zealand for any appropriate services provided.

1. Definitions

For the purpose of these Terms & Conditions, the following words and phrases shall have the meanings given below:

'Client' means any publisher, magazine, agency, or any other company or individual to whom AM Proofreading and Editing or AM Publishing New Zealand provides services.

'Confidential Information' means any confidential customer information, trade secrets, technical data and know-how relating to the Client’s products, processes, methods, equipment, and business practices. It includes, but is not limited to, technical and business information relating to the Client’s inventions or products, research and development, strategies and methods which are not standard industry practices, specifications, proposals, reports, analyses, finances, client details, marketing, production and future business plans, business and personal data relating to clients and affiliates of the Client.

'Text' means all textual material written or prepared by the Client, or by a third party acting on the Client’s instructions, in printed or electronic format, which is submitted to AM Proofreading and Editing for Proofreading. Unless agreed otherwise between the Client and AM Proofreading and Editing, ‘Text’ shall always mean text written in the English language only.

'Proofreading' means the checking and correction by AM Proofreading and Editing of errors of grammar, punctuation and style (and other aspects of writing as may be specifically agreed between the Client and AM Proofreading and Editing) in Text submitted by or on behalf of the Client to AM Proofreading and Editing. It specifically does not include, unless agreed otherwise between the Client and AM Proofreading and Editing, editing functions (which for the purposes of these terms and conditions means the preparation for publication, or for other purposes, of text; and includes, but is not limited to, correcting, shortening, reformatting, and otherwise improving the text).

'Proofread' shall be understood as the verb form of the activity of ‘Proofreading’.

'Proofreading Services' means the carrying out of Proofreading (as defined above) by AM Proofreading and Editing on a commercial basis for financial gain.

'Proofreading Project' means work contracted to be performed by AM Proofreading and Editing for the Client.

2. Rejection of Proofread Text

Any queries relating to Text Proofread by AM Proofreading and Editing or the invoice must be raised immediately upon receipt by the Client, and in any case no later than within seven (7) days of receipt.

3. Refusal of Proofreading Project

AM Proofreading and Editing reserves the right to decline to carry out Proofreading Projects proposed by the Client, without giving reasons for such refusal. Such refusal must, however, be communicated to the Client within ten (10) days of the receipt of notification by AM Proofreading and Editing from the Client of the proposed Proofreading Project.

4. Transaction of Proofreading Projects

AM Proofreading and Editing shall carry out Proofreading Projects subject to the following terms:

(1) The time and manner of delivery of the Proofreading Project shall normally be agreed between AM Proofreading and Editing and the Client prior to acceptance by AM Proofreading and Editing of the Proofreading Project. AM Proofreading and Editing shall make every reasonable effort to ensure, but shall not guarantee, that delivery dates are met.

(2) Delivery dates may be varied by the mutual agreement of the parties in circumstances including but not limited to the following:

a) the scope of the Proofreading Project is enlarged by agreement between the parties following commencement; or
b) the Proofreading Project is delayed through the fault of the Client; or
c) the Proofreading Project is suspended at the request of the Client.

(3) Any changes or alterations to the scope, content or specification of the Proofreading Project requested by the Client after AM Proofreading and Editing has commenced the Proofreading Project shall be charged to the Client at AM Proofreading and Editing’s full standard rate.

5. Fees

(1) Except where agreed otherwise between AM Proofreading and Editing and the Client in respect of a particular Proofreading Project or Proofreading Projects, all work carried out by AM Proofreading and Editing shall be charged at AM Proofreading and Editing’s standard rate.

(2) AM Proofreading and Editing reserves the right to charge at a rate higher than the standard rate where circumstances including but not limited to the following apply:

a) the Proofreading Project is of unusual complexity or difficulty; and/or
b) the Text to be Proofread has been written by a person or persons whose native language is not English; and/or
c) the Proofreading Project calls for highly specialised professional knowledge or skill in order for it to be successfully completed; and/or
d) the subject matter of the Proofreading Project is particularly obscure; and/or
e) the Proofreading Project must be completed within an unusually short timescale.

(3) Where appropriate, AM Proofreading and Editing may provide estimates relating to the cost, duration and other aspects of Proofreading and Publishing Projects proposed by the Client. Such estimates shall remain valid for a period of thirty (30) days.

6. Invoicing and Payment

(1) Invoices in respect of Proofreading Projects shall be delivered by AM Proofreading and Editing to the Client prior to, or contemporaneously with the start of the Proofreading Project in question and shall be paid in full by the Client prior to the work being completed and released to the Client.

(2) Where the value of the Proofreading Project exceeds NZ$500.00 AM Proofreading and Editing shall be entitled to payment of a non-refundable deposit amounting to 50 per cent of the value of the Proofreading Project prior to commencement. This deposit shall be offset against the final amount charged upon project completion.

(3) Where the duration of the Proofreading Project or project for which AM Proofreading and Editing is engaged by the Client is over one month, AM Proofreading and Editing may issue one or more interim invoices at various times in respect of further work to be carried out.

(4) All invoices delivered by AM Proofreading and Editing to the Client must be paid within 7 days of delivery. Overdue invoices shall be subject to interest charges. Interest on overdue debts will be charged at 8% above the Reserve Bank of New Zealand’s base rate.

(5) Payment may be made by direct credit, cheque or banker’s draft. Overseas payments made be made by credit card. UK orders may be paid in Pounds Sterling.

(6) If an interim invoice remains unpaid after it has become due, AM Proofreading and Editing shall be entitled to suspend work immediately and until the invoice is paid.

(7) If payment has not been received after 14 days, a statement of account will be delivered to the Client detailing the outstanding balance, including interest, for immediate payment. A third and final invoice prior to initiating Disputes Tribunal or District Court proceedings will be dispatched after 30 days from the initial invoice date. Any discounts given by AM Proofreading and Editing shall be automatically revoked and the full amount charged on all invoices not paid within 7 days.

7. Liability

(1) AM Proofreading and Editing shall not be liable for any loss to the Client arising from:

a) delays not caused by AM Proofreading and Editing;
b) legal action taken against the Client as a result of publishing any Text Proofread by AM Proofreading and Editing, nor for errors in that Text, once approval of the Text has been given by the Client;
c) loss or disappearance of the subject-matter of any Proofreading Project in transit between the Client and AM Proofreading and Editing via email, post, courier, fax, or any other method of sending, regardless (i) of which party is the sender, and (ii) the identity of the intended recipient.

(2) Though AM Proofreading and Editing shall take every care in the provision of Proofreading Services to the Client, the content and accuracy of Text remains at all times the responsibility of the Client. Approval by the Client of Text Proofread by AM Proofreading and Editing, or publication of the Text, implies the Client’s acceptance of legal responsibility for the accuracy and content of the Text. The Client shall have sole liability for any costs incurred in rectifying errors in the Text discovered after the Client’s approval of the Text has been communicated to AM Proofreading and Editing.

8. Indemnity

AM Proofreading and Editing shall be indemnified by the Client in respect of any claims, costs, and expenses brought by a third party against AM Proofreading and Editing in respect of any infringement of copyright or other proprietary or personal rights contained in Text Proofread by AM Proofreading and Editing for the Client. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.

9. Subcontracting

(1) AM Proofreading and Editing may subcontract Proofreading Projects, or any part thereof, contracted for with the Client to a third party or parties.

(2) If AM Proofreading and Editing subcontracts Proofreading Projects, or any part thereof, to a third party or parties, the Client shall remain liable for all costs involved and AM Proofreading and Editing retains the right to seek payment from the Client at all times.

9. Confidentiality

(1) AM Proofreading and Editing and the Client acknowledge to one another that as a result of their business relationship, AM Proofreading and Editing may acquire possession of Confidential Information (as defined above).

(2) AM Proofreading and Editing agrees that it shall maintain in confidence and shall not disclose or use, at any time without the prior written consent of the Client, any Confidential Information whether or not it is in written or permanent form.

(3) Upon completion of the Proofreading Project or Proofreading Projects in respect of which AM Proofreading and Editing’s services are engaged by the Client, AM Proofreading and Editing shall deliver to the Client all written and tangible material in AM Proofreading and Editing's possession incorporating the Confidential Information or otherwise relating to the Client’s business.

(4) These obligations with respect to the Confidential Information extend to information belonging to clients and suppliers of the Client, or persons or entities which licence confidential information or technology rights to the Client, who may have disclosed such information to AM Proofreading and Editing as a result of AM Proofreading and Editing's business relationship with the Client.

10. Insolvency

If the Client ceases to pay its debts in the normal course of business or cannot pay its debts as they become due, or being a company is deemed unable to pay its debts or has a winding up petition issued against it, or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him or her, AM Proofreading and Editing shall, without prejudice to other remedies, have the right not to proceed further with any Proofreading Project then in hand and be entitled to charge for work already carried out (whether completed or not).

11. Precedence

These Terms and Conditions take precedence and cannot be varied or altered, or overridden by the imposition of any such conditions by the Client that negate or alter any of the material clauses in these terms and conditions of business.

12. Law

These Terms and Conditions and all other express terms of any contract entered into between AM Proofreading and Editing and the Client pursuant to these Terms and Conditions shall be governed by and construed in accordance with the laws of New Zealand.

13. Force Majeure

AM Proofreading and Editing shall be under no liability if it is unable to complete Proofreading Projects contracted for with the Client for any reason beyond AM Proofreading and Editing’s control including (without limitation) Acts of God, legislation, war, fire, flood, drought, failure of power supply, terrorist attack, lock-out, strike, or any other action taken by employees of AM Proofreading and Editing or subcontractors engaged by AM Proofreading and Editing to assist with Proofreading Projects in accordance with the terms of clause 9(2) above. During the continuance of such a contingency the Client may, by written notice to AM Proofreading and Editing, elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when possible.

14. Validity

If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect. Failure either by the Client or AM Proofreading and Editing to exercise any right or remedy under or in accordance with these terms and conditions does not constitute a waiver of that right or remedy.

15. Headings

The headings in these Terms and Conditions are for convenience only and shall have no effect on the interpretation thereof.

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