Terms & Conditions
1. General
1.1 Content Marketing Ltd. ('Content.Marketing') provides its clients ('Clients') with the opportunity to commission the creation of content on certain topics through its platform. To complete these projects, Content.Marketing makes use of writers ('Writers') registered with its site.
1.2 These Terms & Conditions contain the entire agreement between the Client and Content.Marketing and supersedes any prior written or oral agreements, representations or understandings between the Client and Content.Marketing.
1.3 Any alterations and alternative conditions belonging to the Client are only binding if they have been confirmed in writing by Content.Marketing. Contradictory terms and conditions belonging to the Client only apply if Content.Marketing has given its express written consent to them in advance.
1.4 The Client is aware that Content.Marketing itself shall not compose content commissioned. Content.Marketing will commission one or more Writers to write each project. If no Writer can be found who is prepared or able to write the content commissioned by the Client, Content.Marketing has the right to withdraw from the project without penalty.
2. Registration - Membership
2.1 Clients must create an account with Content.Marketing. The client sign up form provided at Content.Marketing must be completed for this purpose. By creating an account, the Client accepts these Terms & Conditions. The Client confirms that all of the details provided at sign up are correct, complete and truthful. The Client undertakes to keep their details up to date. Clients are provided with an individual Client ID for this purpose.
2.2 When sign up is complete, the Client must verify the e-mail address provided. Following verification, the Client may use the services of Content.Marketing. There is no right of access to the services of Content.Marketing.
2.2 When sign up is complete, the Client must verify the e-mail address provided. Following verification, the Client may use the services of Content.Marketing. There is no right of access to the services of Content.Marketing.
2.4 The Client may view and edit the access details and other user information that is provided in the course of sign up (address, contact information, etc.) at any time in their client account.
2.5 Client accounts are not transferable.
2.6 Each Client is responsible for maintaining the secrecy of the client information (login, password, client ID). Should the client information fall into the hands of unauthorized third parties, Content.Marketing must be notified immediately. In the event of any disclosure to unauthorized third parties, Content.Marketing is entitled to take all steps that it considers necessary to protect the service, its Clients and/or the Writers including by, without limitation, blocking access to the account in question.
3. Ordering Content as an Open Project or Direct Project
3.1 In the course of placing a project on the Content.Marketing platform, the Client shall, in addition to describing the specific content they require, also specify the title of the content, the subject area it should cover, the number of words (minimum and maximum), the deadline and the quality level according to the Content.Marketing star-rating system.
3.2 The Specifications and any use of the content by or on behalf of the Client shall not infringe or damage or be likely to infringe or damage the rights of third parties (such as brand, name or data protection rights or copyright), be slanderous, defamatory, illegal, sexual, erotic, pornographic or offensive, glorify violence, or be considered as such, or have other illegal content. Further, the commissioning of academic work such as seminar papers, essays or homework, as well as exam-relevant articles, is expressly forbidden. In these cases, Content.Marketing reserves the right to reject the Client’s projects and to block the Client from the Content.Marketing service, as appropriate. The other rights of Content.Marketing remain reserved.
3.3 The Client may order content from Content.Marketing through the Client area of Content.Marketing and in doing so may select whether the content should be composed by a specific Writer (‘Direct Project’) or by one or more Writers selected by Content.Marketing (‘Open Project’). To clarify, in neither case does a direct contract come about between the Client and the Writer.
3.4 In the case of Open Projects, Content.Marketing will present your project to selected Writers who are approved for the quality level stated in the Specifications, the opportunity to take on the project on behalf of Content.Marketing.
3.5 The Writer who is first to accept the offer, shall be awarded the project.
3.6 In the case of Direct Projects, the Client selects a specific Writer directly whom Content.Marketing commissions with completing the project.
3.7 Content.Marketing offers the project to the Writer requested. If this Writer rejects the offer from Content.Marketing, Content.Marketing notifies the Client. The specific Direct Project - the commissioning by Content.Marketing - is thereby cancelled. The Client shall receive reimbursement of any fees already paid to Content.Marketing in accordance with clause 6; the Client does not have any other claims. The opportunity for the Client to place the order again as a Direct Project or Open Project remains unaffected.
3.8 Time is not of the essence for the performance of Content.Marketing's obligations under these Terms & Conditions (whether this performance is dependent on the Writer or not), but a deadline requested as part of the Specifications can be binding if Content.Marketing and the Client expressly agree this in writing, which includes by e-mail.
3.9 The Client and Content.Marketing acknowledge and agree that compliance with any deadline (whether binding or not in accordance with clause 3.8 above) is dependent on the commissioned Writer completing the content and submitting it via the Content.Marketing platform on time. The Client is obliged to ensure their project briefing is clear and understandably phrased, as well as ensuring that the Writer has access to the necessary information needed to complete the work to the Client’s satisfaction.
If a project is not completed by the deadline date selected, the Client has the option to cancel and place the order once again. The funds for the project will be returned. There is no binding claim for completion by the desired deadline date.
3.10 If the Writer identifies difficulties that may prevent them from delivering the content on time or of the agreed quality, the Writer has the opportunity to contact the Client concerned directly through the Content.Marketing platform to agree the subsequent handling of the project (e.g. an extension of the deadline date). Changes to the project after its acceptance are only possible in favor of the Writer – e.g. an increase in the required word count or extension of the deadline date. The Client shall notify Content.Marketing of any changes to the Specifications. If no agreement can be reached, the Writer can stop working on the project by contacting Content.Marketing by email.
3.11 If content is not delivered by the (non-binding) deadline date specified when the project is placed, if the Writer dies before completing the content or if the Writer cancels the project in accordance with clause 7, Content.Marketing may in the case of an Open Project give the project to another Writer. In the case of a Direct Project, the Client has the opportunity either to place the order as a new Direct Project for another specific Writer or as an Open Project.
3.12 If Content.Marketing is affected by a Force Majeure Event it shall immediately notify the Client in writing of the matters constituting the Force Majeure Event and shall keep the Client fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure Event continues. A Force Majeure Event shall not entitle the Client to terminate these Terms & Conditions or to cancel this contract and Content.Marketing shall not be in breach of these Terms & Conditions, or otherwise liable to the Client, by reason of any delay in performance or non-performance of any of its obligations due to such Force Majeure Event. For the purposes of this clause 3.13, a “Force Majeure Event” means any event outside the reasonable control of Content.Marketing affecting its ability to perform any of its obligations under these Terms & Conditions including Act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, strikes, lock-outs or other industrial action, whether of Content.Marketing's own employees or others, default or delays of suppliers or sub-contractors (including a Writer), failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services.
4. Accept/Revision/Reject
4.1 On delivery of content to the Client, the Client has a period of 72 hours to check the content against the Specification and accept the content. Content.Marketing does not represent, warrant or undertake that the content will be suitable for the Client’s specific purpose.
4.2 If the Client fails to accept or reject the content within 72 hours, the content shall be deemed to have been accepted at the expiry of this period.
4.3 The content shall also be deemed to have been accepted if and when it is used or made available to any third party by the Client.
4.4 Before accepting, the Client may request revision of the content if the content does not correspond to the Specifications. The Client can select revision of the content by using the ‘Revise’ option in their client account. In the case of a request for revision, the Client is provided with a text field in which to describe their requested changes in detail. The details of such a revision must be provided as precisely as possible by the Client. Content.Marketing shall rectify such defects itself or arrange for Writers to do so within an appropriate period. Not included within the period for re-working an article is the weekend (Saturday and Sunday). Should a Writer receive a request for revision to be due on the weekend, the period for making the changes to the content is extended to the same time on the following Monday.
4.5 If, after the revision has been completed, the content still does not correspond to the Specifications or if Content.Marketing does not complete the revision in view of disproportionately high costs, the Client may reject the content.
4.6 A request for rejection can only be accepted if the failure to meet the Specifications is sufficiently and clearly demonstrated to Content.Marketing. In addition, the Writer has to have received at least one chance to make the requested changes before the content can be rejected. The only exception to this rule involves projects which violate these Terms and Conditions; Content.Marketing can reject these projects straight away.
5. Granting of Usage and Exploitation Rights
5.1 On acceptance of and full payment for the content in question by the Client, Content.Marketing shall grant the Client an exclusive licence, unrestricted by time or place, to use, store, reproduce and distribute the content, make it publicly accessible, perform it in public, deliver and reproduce it in public. These rights are transferable and may be sub-licensed.
5.2 If the Writer seeks to assert rights under the Copyright, Designs and Patents Act 1988 or otherwise, Content.Marketing has the right to withdraw the granting of exclusive usage rights. In any event, Content.Marketing shall use all reasonable endeavors to procure for the Client a non-exclusive right to continue to use the content in question.
5.3 Content may not be made available to any third party by the Client before final acceptance of and full payment for the content; clause 4.2 remains unaffected.
5.4 For the avoidance of doubt, the Client does not have the right to identify himself as the originator or writer of the content or to otherwise exercise any moral rights pursuant to sections 77 – 85 of the Copyrights, Designs and Patents Act 1988. Should the Writer not waive the right to be named as the writer of the respective project, the necessary naming must be agreed with the writer.
6. Costs / Settlement
6.1 The fee to be paid for content are determined by the following provisions.
6.2 The cost of a project is calculated by multiplying the (maximum) word count and the applicable cost per word plus any service fees. The cost per word is determined as follows:
6.3 In the case of an Open Project, from the fee table for Clients on the Content.Marketing website that applies at the time the order is placed.
6.4 In the case of a Direct Project, from the individual rate per word charged by the Writer concerned at the time the order is placed.
6.5 If the Client does not accept the content on the basis that the content does not comply with the Specification in accordance with clause 4 and the project is cancelled as a result, the cost of the project will be returned to the Client. A refund will also be made if Content.Marketing withdraws from a project or if – in the case of a Direct Project – the writer requested refuses to accept the project.
7. Cancellation
7.1 Content.Marketing may cancel this contract or a project for the following reasons:
7.1.1 The Client’s failure to comply with material statutory regulations and with material provisions of these Terms & Conditions,
7.1.2 The Client is a member of or promotes associations or communities – or their methods or activities – that are under surveillance by the police, security services or child protection services,
7.1.3 The Client causes damage to one or more persons through the Content.Marketing website (e.g. libel, slander, defamation, breaches of copyright or trademarks, etc.).
7.2 In the event that there is an unforeseen event resulting in Content.Marketing’s continued provision of the services becoming, in Content.Marketing’s sole discretion, impossible or commercially infeasible, Content.Marketing has the right both to cancel the agreement without notice and to block the Client from further use of the Content.Marketing website.
7.3 All other statutory and contractual rights remain unaffected.
7.4 Notification of termination may be made to the other party via the Content.Marketing website or in written form (e.g. letter, fax or e-mail).
7.5 Terminations by the Client must include the Client ID allocated to the Client on registration and the e-mail address registered with Content.Marketing.
7.6 On termination, Content.Marketing shall immediately delete the access data and all of the other personal details held in connection with the Client.
8. Enticement of Writers
8 The enticement of Writers by the Client and any associated attempt to establish a business relationship outside Content.Marketing is prohibited for a period of 36 months from when a particular Writer and a Client are put in contact pursuant to Content.Marketing’s provision of the services. Content.Marketing has the right to exclude the Client from the Content.Marketing service in the event that the Client is in breach of this clause 8. All other rights are reserved, in particular the pursuit of compensation claims against the Client, including claims for loss of profit.
9. Communication through the Content.Marketing 'Conversations' Messaging System
9 A messaging system ('Conversations') is available to Clients and Writers, which enables mutual exchange of messages. All messages are visible to Content.Marketing and the team at Content.Marketing are able to partake in every Conversation. This system cannot be used to share contact details or to discuss the completion of projects outside of the Content.Marketing platform. If the Conversations system is used for this purpose it may result in the Client and/or Writer account being deleted.
10. Liability
10.1 This section 10 sets out the entire liability of Content.Marketing (including any liability for the acts or omissions of its sub-contractors and Writers) in respect of any breach of these Terms & Conditions and any representation, statement or tortious act or omission including negligence arising under or in connection with the services and/or these Terms & Conditions. For the avoidance of doubt, and without limitation, to the fullest extent permitted by law and subject to clause 10.2, the operation of the Supply of Goods and Services Act 1982 and the Sale of Goods Act 1979 is hereby excluded.
10.2 These Terms & Conditions do not exclude or limit Content.Marketing's liability (if any) to the Client for: (i) personal injury or death resulting from Content.Marketing’s negligence; (ii) fraud; or (iii) breach of terms implied by section 12 of the Sale of Goods Act 1979; (iv) breach of terms implied by section 2 of the Supply of Goods and Services Act 1982; and/or (v) any matter which it would be illegal for Content.Marketing to exclude or to attempt to exclude liability.
10.3 Content.Marketing is only liable to the Client for losses that it actually suffers as a direct result of Content.Marketing’s breach of these Terms & Conditions. Content.Marketing is not responsible or liable for any business losses (whether direct or indirect) or any indirect or consequential losses that the Client may incur, including but not limited to lost data, lost profits, lost revenue or business interruption.
10.4 Content.Marketing cannot guarantee the continuous availability of Content.Marketing or of the services that can be accessed via Content.Marketing’s websites or subsites.
10.5 To clarify, Content.Marketing cannot accept liability for delays or defects in completion of a project that result from unclear, inaccurate or incomplete Specifications, order information or order placement on the part of the Client, or that result from errors in data entry on the part of the Client.
10.6 Subject to clause 10.2, in no circumstances shall Content.Marketing's liability to the Client arising out of or pursuant to these Terms and Conditions or Content.Marketing’s provision of the services to the Client exceed the amount of fees paid by the Client to Content.Marketing for the provision of the services pursuant to these Terms and Conditions in the 12 months immediately prior to the event giving rise to the liability in question.
11. Data Back-up
11 Content.Marketing backs up the data stored in each client account at regular intervals. Should a loss of data nevertheless occur, Content.Marketing shall exert itself to recover the lost data or to restore the position before the data loss. There is, however, no obligation to do so.
12. Changes to these Terms & Conditions
12.1 Content.Marketing has the right to make changes to these Terms & Conditions at any time. The Client shall be notified of this in writing, by letter, fax or e-mail and by posting of the updated Terms & Conditions on the Content.Marketing website.
12.2 Unless the Client objects or cancels within a period of three weeks, their continued use of the service shall constitute acceptance of the new Terms & Conditions, which shall come into force at a time determined by Content.Marketing. In the event of an objection on the part of the Client, Content.Marketing has the right to terminate the contract immediately.
13. Confidentiality
13.1 All of the information made available by Content.Marketing shall be kept secret from third parties as long as and insofar as it cannot be demonstrated that it is public knowledge. Such information may not be reproduced or used without the prior written consent of Content.Marketing. At the request of Content.Marketing, all of the information provided by Content.Marketing (including copies and recordings) shall be returned or destroyed immediately. In particular, all information provided in the course of commissioning shall be kept secret, including – but not restricted to – any writer data.
13.2 Content.Marketing reserves all rights to such information. Insofar as Content.Marketing has received such information from third parties, this reservation shall also apply in respect of those third parties.
14. Concluding Provisions
14.1 The place of performance for all obligations under this contract is the registered office of Content.Marketing.
14.2 These Terms & Conditions and any issues, disputes or claims arising out of or in connection with them (whether contractual or non-contractual in nature such as claims in tort, from breach of statute or regulation or otherwise) shall be governed by, and construed in accordance with, English and Welsh law.
14.3 The non-exclusive jurisdiction for all current or future disputes and/or claims arising out of or relating to these Terms & Conditions shall be the courts of England and Wales.
14.4 Should one or more provisions of these Terms & Conditions be or become invalid or unenforceable, the validity of the remainder of the contract remains unaffected.
14.5 The invalid or unenforceable provision shall be replaced by a provision that is valid and enforceable and comes as close as possible to the economic intent of the invalid or unenforceable provision.
14.6 The same applies in the event of loopholes in the provisions.
