1.1 Content Marketing Ltd. ('Content.Marketing’) provides its writers (‘Writers’) with the opportunity for remuneration to create content through the Content.Marketing platform on topics specified by its clients (‘Clients’).
1.2 This Writer Agreement contains the entire agreement between the Writer and Content.Marketing and supersedes any prior written or oral agreements, representations or understandings between the Writer and Content.Marketing.
1.3 Any alterations or alternative conditions belonging to the Writer are only binding if they have been confirmed in writing by Content.Marketing. Contradictory conditions belonging to the Writer only apply if Content.Marketing has given its express written consent to them in advance.
1.4 Content.Marketing cannot guarantee that the Writer will receive appropriate projects through the Content.Marketing platform. Content.Marketing is not obliged to procure projects for the Writer.
2.1 Writers must apply to open an account with Content.Marketing. The Writer sign up form provided at Content.Marketing must be completed for this purpose. By completing the Writer sign up form, the Writer accepts this Writer Agreement. The Writer confirms that all of the details provided are correct, complete and truthful. The Writer undertakes to keep their details up to date. Writers are provided with an individual Writer ID for this purpose.
2.2 To complete the Writer sign up form, the Writer must upload a sample of their writing (500 words or more) on a subject of their choice. Content.Marketing will review the writing sample and entire application. If approved by Content.Marketing, the Writer account is activated. The Writer will be awarded a specific quality level (star rating) at the discretion of Content.Marketing. There is no right to access to the services of Content.Marketing.
2.3 The Writer herewith grants Content.Marketing non-exclusive licence to use the sample content as part of the sign up process without charge. Content.Marketing herewith accepts this granting of rights. Unless otherwise agreed in individual cases, Content.Marketing shall use this sample content exclusively for the sign up procedure and not for publication or sale to Clients.
2.4 Content.Marketing has the right to review the quality level of the Writer at any time and to alter that quality level. Changes to quality levels are at the discretion of Content.Marketing. In this context, Content.Marketing shall consider, among other things, the quality of the Writer’s content since the last review of their quality level and the Writer’s working practices (e.g. observance of deadlines, number of required revisions, cancellations of projects).
2.5 Writer accounts are valid for an unlimited period and may be cancelled according to clause 11.
2.6 The Writer 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 writer account.
2.7 Writer accounts are not transferable. Each Writer may open only one account. Each account may be used by one Writer only.
2.8 Each Writer is responsible for maintaining the secrecy of the writer information (login, password, writer ID). Should the writer 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 its Writers including by, without limitation, blocking access to the account in question.
3. Open Project and Direct Projects
3.1 At Content.Marketing, Clients have the opportunity to place projects for composition by specific writers (‘Direct Project’) or to allow Content.Marketing to select the writer (‘Open Project’). The Client’s project includes, in addition to a description of the content required, specification of the title of the content, the subject area, the number of words (minimum and maximum) and the deadline date.
3.2 In the case of a Direct Project, Content.Marketing offers the Writer requested the opportunity to complete the project through the Content.Marketing platform. Content.Marketing may withdraw the project at any time, up to the point of its acceptance by the Writer. To clarify, even in the case of a Direct Project, no direct contract comes about between the Client and the Writer.
3.3 In the case of Open Projects, Content.Marketing offers one or more Writers it selects at its discretion the opportunity to take on the project. Content.Marketing may withdraw the project at any time, up to the point of its acceptance by a Writer. If a project is offered to multiple writers, the Writer who is first to accept the offer, shall be awarded the project.
4. Submission of Content, Prompt Delivery
4.1 Following acceptance of a project, the Writer shall write the content in accordance with the Specifications of the Client. The Writer may enter the content in a text box (‘Editor’) in the 'Submit' content panel of the 'Project Management' tab of their writer account. The content will be submitted to Content.Marketing through the Writer's account in every case.
4.2 The Writer will submit the content at the latest by the deadline specified in the project details.
4.3 The content shall be submitted in its entirety.
4.4 Time shall be of the essence with regards to the deadline and if the Writer fails to meet the deadline, he is in breach of this Writer Agreement. The unconditional acceptance of a content delivered late does not constitute waiver of any claims that may be available (whether pursuant to this Writer Agreement or otherwise at law) to Content.Marketing for late delivery.
4.5 If the Writer identifies difficulties that may prevent them from delivering the content on time or delivering content of the agreed quality, the Writer has the opportunity to contact the Client concerned directly through the Content.Marketing platform (see clause 14) to agree the subsequent handling of the project (e.g. an extension of the processing period). 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 emailing email@example.com. The Writer then has no claim to reimbursement. In addition, Content.Marketing reserves all rights in the event of cancellation, in particular the right to reduce the quality level of the Writer or – in the event of repeated cancellations of projects – to exclude the Writer from the Content.Marketing platform.
5. Basic Regulations
5.1 The Writer may not submit content that infringes or damages, or is likely to infringe or damage, the rights of third parties (such as brand, name or data protection rights, copyright and other intellectual property rights), are slanderous or defamatory, illegal, sexual erotic, pornographic or offensive, glorify violence, or may be considered as such, or have other illegal content. Furthermore it is not permitted for Writers to create academic or exam-relevant content, such as seminar or term papers, for third parties.
5.2 The Writer undertakes only to submit content carefully written by themselves, to which they alone hold all usage and exploitation rights. The creation of content by means of text generators or automatic translation tools is not permitted.
5.3 In the event of a breach of the obligations under this section 5, clause 7.2 shall apply.
6. Granting of Comprehensive Usage and Exploitation Rights
6.1 The Writer herewith grants to Content.Marketing for all submitted content an exclusive licence to use such content by all known and unknown methods, to edit them and to use them in edited form. This right is unrestricted in terms of time, place and content, is comprehensive, irrevocable, exclusive, transferable and may be sub-licensed.
6.2 Content.Marketing is granted the right in particular to save the content concerned, to make editorial changes, to duplicate it, distribute it, make it publicly accessible, perform it in public, deliver it in public, reproduce it in public or exploit it in any other way.
6.3 The comprehensive rights granted by the Writer to Content.Marketing in accordance with 6.1 cover in particular – but not exclusively – the following usage and exploitation rights:
the right to duplicate the content concerned in any way, in particular on any analogue or digital image or sound data storage devices (e.g. CDs, CD-ROMs, DVDs, data storage cards, USB sticks, hard disks, video cassettes, etc.) and in any print media (e.g. magazines, newspapers, specialist publications, posters, flyers, brochures, newsletters);
the right to distribute and rent out the reproduced items through all distribution channels (in particular, wholesalers and retailers, online shops, e-commerce platforms, sales events, exhibitions and direct marketing channels such as TV shopping channels and mail order);
the right to exhibit and perform the content, in particular at sales and marketing events of all types (e.g. exhibitions, client presentations), in public spaces, public buildings, etc.;
the right to upload the content to any electronic communication networks (for example the internet, World Wide Web, online services, e-mail services, mobile phone networks) and electronic databases, to save them there temporarily or permanently and to make them available for the use of members of the public and specific user groups;
the right to make the content available and send them by all cable and wireless, digital and analogue transmission and access methods, in particular via cable, radio waves, fixed and mobile satellite networks and all microwave systems (in particular GSM GPRS, UMIS, WAN, LAN, WLAN (WIFI), broadband, etc.), using all protocols and languages (in particular TCP-IP, IP, HTTP, WAP, HTML, I-HTML, XML etc.), to members of the public and specific user groups – including on demand from places and at times of their choice – simultaneously or successively for their use, and to transmit the content to mobile end devices (e.g. PCs, notebooks, personal digital assistants, mobile telephones, TV devices), including for the purpose of saving them and using them interactively;
the right to edit the content or arrange for them to be edited, change them, combine them with other services and works of Content.Marketing and of third parties or handle them in any other way at its own discretion without the consent of the Writer and to exploit the works/services created thereby in the same way as the original version of the Writer's work.
6.4 These rights are granted irrespective of whether the use of content belonging to third parties, in particular to clients of Content.Marketing, is permitted in return for a fee or free of charge.
6.5 The Writer shall grant Content.Marketing and the Client the first publication rights to the content.
6.6 The Writer shall waive all moral rights in any of the content to which he is now or may be at any future time entitled under Chapter IV of Part 1 of the Copyright Designs and Patents Act 1988 or any similar provisions of law.
6.7 The Writer has to decide in each individual case when accepting a project whether they waive their right to be named as the writer of the content for the project. If the Client wants to name a Writer despite such a waiver, then this requires an agreement with the Writer via the Content.Marketing 'Conversations' messaging system.
7. Ability to Grant Rights; Breaches; Indemnification
7.1 The Writer warrants and undertakes that they are able to grant all of the rights in accordance with clause 7 and that all copyright and other intellectual property rights in the content in question and all usage and exploitation rights in this connection are the exclusive property of the Writer. In addition, the Writer warrants and undertakes that the content is not covered by intellectual property rights of third parties or that the Writer has, in a timely manner, acquired all of the required third-party rights to content and their content for the agreed usage and exploitation
7.2 Should the Writer breach one or more of the provisions under clause 5 or clause 7.1, Content.Marketing may assert its rights in accordance with clause 8 to demand revisions. In addition, Content.Marketing reserves the right to refuse straight away and in the future, without opportunity for revision, the Writer's content, or to block the access of the Writer to Content.Marketing and to assert all of the rights and claims available to Content.Marketing with respect to the Writer under the law and under this Writer Agreement. The Writer shall also indemnify Content.Marketing entirely against all claims and costs (including appropriate costs for pursuing legal claims and providing legal defense) that are asserted against Content.Marketing on the basis of a breach by the Writer of one or more provisions of clause 5 or clause 7.1.
8. Acceptance, Requests for Revision and Rejection of Content by the Client
8.1 Content.Marketing accepts the content submitted on acceptance of the content by the Client. If the content does not correspond to the Specifications, breaches clause 5 or clause 7.1 or if it is otherwise defective or faulty, Content.Marketing may demand delivery of a fault-free, acceptable content within a period determined by Content.Marketing.
If the content submitted subsequently is also unacceptable or if the Writer does not provide new/revised content within the period set, Content.Marketing is entitled to demand delivery of a content that is acceptable once again, to withdraw from the specific commissioning of the Writer or to reduce the fee. If Content.Marketing demands submission of an acceptable content once again, this sub-paragraph shall apply accordingly.
8.2 The Writer warrants that the content will continue comply with the Specifications and will not be in breach of clause 5 or clause 7.1. Without limiting Content.Marketing's other rights and remedies, Content.Marketing may demand revisions of content or submission of new content after acceptance if they do not meet the Specifications, breach clause 5 or clause 7.1 or are otherwise defective or faulty. The Writer undertakes to carry out the revision – in accordance with the requirements of Content.Marketing or the Client, as appropriate – within the period specified by Content.Marketing.
If this does not take place, if the content still fails to meet the Specifications or if the content is otherwise defective or faulty, Content.Marketing has the right to demand revision or resubmission once again, withdraw from the specific commissioning of the Writer, reduce the fee or to carry out the revision itself at the expense of the Writer. The reimbursement of costs in the case of revision is restricted to a maximum of the fee due for the project. If Content.Marketing demands revision or re-submission again, this sub-paragraph shall apply accordingly.
Client withdrawal from the commissioning of content after content has been submitted (‘rejection’) can only be accepted if the lack of conformity to the Specifications is adequately and reasonably justified to Content.Marketing. In addition, the writer will be given at least one opportunity to make changes before content can be rejected. Excluded from this are projects in which violations of the T&Cs are present. These can also be directly rejected by Content.Marketing.
8.3 In cases of Open Projects covered by clause 8.1 or clause 8.2, Content.Marketing may on withdrawal make the Client’s project available to other writers. In the case of a Direct Project this only applies if the Client has given its consent to Content.Marketing.
8.4 If the customer does not accept the content, even though the content corresponds to the specifications, the content is deemed accepted three days after delivery.
The content shall also be deemed accepted when, and as soon as, it is used by the customer.
8.5 Other Content.Marketing rights remain unaffected.
9.1 If the Writer has completed a Content.Marketing project in accordance with the Specifications and this Writer Agreement, and Content.Marketing accepts the content, Content.Marketing shall remunerate the Writer.
9.1.1 In the case of an Open Project, the available remuneration is displayed when the Writer reviews and claims an available project.
9.1.2 In the case of Direct Projects, the Writer may determine their own rate per word. Content.Marketing will deduct its fees from the Writer's rate per word. When a Direct Project appears in a Writer's account, the total remuneration available to the Writer will be displayed.
9.2 The fee for content is calculated from the relevant rate per word, multiplied by the maximum of the number of words specified by the Client on placing the order. The Writer shall not receive a fee for any content that is not accepted.
9.3 The Writer has no claim to a payment if content breaches the rights of third parties, in particular intellectual property rights. Any fee already paid to the Writer shall be returned. Content.Marketing's other rights remain unaffected.
9.4 The Writer themselves is responsible for payment of tax on the fee
10.Due Date for Payment, Issuing Payment
10.1 Payment for completed projects is made once a week on a Friday. The cutoff time to qualify for payment on any given Friday is midnight GMT on a Wednesday. This means if a project is completed on a Thursday, it will be the Friday of the following week when payment is made. Content.Marketing reserves the right to make payment on a later date, if there is a compelling reason to do so, for example public holidays. The right to offset and the right of retention are reserved.
10.2 To receive payment Writers must have an international PayPal account to which payment is to be made.
11. Termination; Legal Consequences of Termination
11.1 Both the Writer and Content.Marketing may cancel this contract, but not a project, at any time without specifying reasons; Content.Marketing may only do so with notice of two weeks at the end of the following month. In any event, the contract ends on the death of the Writer. This cancellation shall not impact any projects that have been placed, but not yet completed, and this Writer Agreement shall continue to apply in full to these orders notwithstanding any cancellation pursuant to this clause 11.1.
11.2 In addition to its rights in clause 11.1, Content.Marketing may cancel this contract or an order for the following reasons:
11.2.1 The Writer’s failure to comply with material statutory regulations and with material provisions of this Writer Agreement,
11.2.1 The Writer’s failure to comply with material statutory regulations and with material provisions of this Writer Agreement,
11.2.3 The Writer causes damage to one or more persons through the Content.Marketing website (e.g. libel, slander, defamation, breaches of copyright or trademarks, etc.).
11.3 In the event that there is an unforeseen event resulting in Content.Marketing's continued provision of the services, in Content.Marketing’s sole discretion, becoming impossible or commercially infeasible, Content.Marketing has the right both to cancel the agreement without notice and to block the Writer from further use of the Content.Marketing website.
11.4 All other statutory and contractual rights remain unaffected.
11.5 Notification of cancellations may be made to the other party concerned via the Content.Marketing website or in written form (e.g. letter, fax or e-mail).
Cancellations by the Writer must include the Writer ID allocated to the Writer on registration and the e-mail address registered with Content.Marketing. The writer can also carry out the cancellation directly in their Content.Marketing account.
11.6 On termination, Content.Marketing shall immediately delete the access data and all of the other personal details held in connection with the Writer. Content.Marketing will pay the Writer any outstanding amounts for projects completed by the Writer which have not yet been paid. Content.Marketing has the right to retain a processing fee to cover the cost incurred by Content.Marketing for paying the sum in question, e.g. the costs for using the PayPal service, which shall be 3% of the total sum in question.
12. Set-off, Retention
12.1 Content.Marketing may set-off any amounts owing by the Writer against any amounts owed by Content.Marketing to the Writer pursuant to the same contractual relationship.
12.2 The Writer has no right of retention unless the Writer's counterclaim originates from the same contractual relationship and is uncontested or legally established.
12.3 The Writer may only set-off uncontested or legally established claims.
13.1 All of the information made available by Content.Marketing shall be kept confidential 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 confidential, including – but not restricted to – any client data or information and any Specifications.
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 to those third parties.
14. Enticement of Clients
14 The enticement of Clients by Writers 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 Writer from the Content.Marketing service in the event that the Writer is in breach of this clause 14. All other rights are reserved, in particular the pursuit of compensation claims against the Writer, including claims for loss of profit
15. Communication through the Content.Marketing 'Conversations' Messaging System
15 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.
16.1 This section 16 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 this Writer Agreement and any representation, statement or tortious act or omission including negligence arising under or in connection with the services and/or this Writer Agreement. For the avoidance of doubt, and without limitation, to the fullest extent permitted by law and subject to clause 16.2, the operation of the Supply of Goods and Services Act 1982 and the Sale of Goods Act 1979 is hereby excluded.
16.2 This Writer Agreement does not exclude or limit Content.Marketing’s liability (if any) to the Writer 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
16.3 Content.Marketing are only liable to the Writer for losses that it actually suffers as a direct result of Content.Marketing’s breach of this Writer Agreement. Content.Marketing is not responsible or liable for any business losses (whether direct or indirect) or any indirect or consequential losses that the Writer may incur, including but not limited to lost data, lost profits, lost revenue or business interruption.
16.4 Subject to clause 16.2, in no circumstances shall Content.Marketing’s liability to the Writer arising out of or pursuant to this Writer Agreement or Content.Marketing’s provision of the services to the Writer exceed the amount of fees paid by Content.Marketing to the Writer pursuant to this Writer Agreement in the 12 months immediately prior to the event giving rise to the liability in question.
17. Data Back-up
17 Content.Marketing backs up the data stored in each writer 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.
18. Changes to the Writer Agreement
18.1 Content.Marketing has the right to make changes to the Writer Agreement at any time. The Writer shall be notified of this in writing, by letter, fax or e-mail and by posting of the updated Writer Agreement on the Content.Marketing website.
18.2 Unless the Writer objects or cancels within a period of three weeks, their continued use of the service shall constitute acceptance of the new Writer Agreement, which shall come into force at a time determined by Content.Marketing. In the event of an objection on the part of the Writer, Content.Marketing has the right to terminate the contract immediately.
19. Concluding Provisions
19.1 The place of performance for all obligations under this contract is the registered office of Content.Marketing.
19.2 This Writer Agreement 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.
19.3 The non-exclusive jurisdiction for all current or future disputes and/or claims arising out of or relating to this Writer Agreement shall be the courts of England and Wales.
19.4 Should one or more provisions of this Writer Agreement be or become invalid or unenforceable, the validity of the remainder of the contract remains unaffected.
19.5 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.
19.6 The same applies in the event of loopholes in the provisions.