Terms and conditions

1  About me

I am Louise Heath operating under Louise Heath Copyediting & Proofreading Services for the provision of proofreading and/or copyediting services.  I operate as a sole trader and am not VAT registered.  

2  How to contact me

You can contact me by sending an email to lheath@lhediting.com.

3  These terms

3.1  These terms apply to the provision of proofreading and/or copyediting services (Services) as mutually agreed in writing by you and me. Please read these terms carefully as they set out important information about your and myrights and obligations. Please note that you must agree to these terms before you and I can proceed further with the Services.

3.2  For the purposes of these terms, you are a ‘consumer’ if you are requesting the Services as an individual for purposes wholly or mainly outside of your trade, business, craft or profession. You are a ‘business customer’ if you are requesting the Services for purposes relating to your trade, business, craft or profession. Some terms only apply to you if you are a consumer and other terms only apply to you if you are a business customer, so please make sure you read these terms carefully.

3.3  Any reference to ‘I’, ‘me’, ‘myself’ or ‘my’ in these terms is to Louise Heath Copyediting and Proofreading Services, and any reference to ‘you’ or ‘your’ is to the person or business requesting the Services.

3.4  If you are a business customer requesting the Services on behalf of a business, you confirm that you have authority to request the Services for and on behalf of that business.

3.5  I may make changes to these terms at any time. However, the terms which apply to you will be those in force at the time the Services were agreed.

3.6  Please print out or save a copy of these terms and any emails from me for your records, as I will not save or file a copy for you. These terms are only available in English.

4  The Services

4.1  You and I will mutually agree the request for the Services in writing (Request). The Request will include the following:

4.1.1  The marking method by which the Services will be undertaken, and which medium will be used (Track Changes in MS Word/Annotations in Adobe Reader/BSI mark-up on a paper hard copy);

4.1.2  The deadline for the Services;

4.1.3  The fee for the Services, which will be based on the content, level of editing required, and the deadline (as advised by me);

4.1.4  Any further expenses that you will bear in addition to the above-mentioned fee (for example, postage, travel expenses to attend meetings requested by you etc); and

4.1.5  The date by which you will deliver the material(s) to me.

4.2  Notwithstanding clause 4.1, this does not mean that the Request has been accepted by me. The Request is an offer in relation to the provision of the Services from me to you on these terms.  On this basis, you are under no obligation to submit a Request to me, and neither am I under any obligation to accept the Request from you.

4.3  Acceptance of the Request by me takes place when you and I sign a written contract (or agree irrevocably by email) that we have read, understood, and agreed to these terms and conditions including other related matters, at which point a legally binding contract is formed between you and me on these terms.

4.4  If I do not accept the Request, for example because the Services are unavailable, or there has been a mistake regarding the fee or description of the Services, I will contact you using the details you provided as soon as reasonably possible. I reserve the right to reject any Request for any reason.

4.5  Please check your requirements and the relevant material(s) carefully before you and I agree on the Services or before you deliver the material(s) to me.  I will not be held liable for errors or omissions caused by your failure to communicate your requirements clearly to me or your failure to deliver all the material(s) to me prior to me starting work on the Services.

5  Availability

All Requests are subject to availability. I cannot guarantee that I will be able to provide any service at any given time. In certain circumstances beyond my reasonable control, for example where there has been a change in law, I may need to stop providing certain services. If this happens and it affects your Request, I will notify you by email, cancel your Request and charge you partially for any services that have already been provided.

6  Additional work

6.1  If, upon receipt of the material(s) in relation to Services, it becomes apparent that significantly more work is required than had been anticipated and agreed upon in the preliminary discussion/brief, I reserve the right to renegotiate the fee and/or the deadline or to decline to carry out the work. I will inform you of this as soon as is reasonably practicable.

6.2  If after we have already agreed on the Services and/or I have already started working on the material(s) you have provided, you request additional work to be carried out, I will reserve the right to renegotiate the fee and/or deadline. I will inform you of this as soon as is reasonably practicable.  

7  Providing the Services

7.1  Descriptions of the Services are set out at: https://lhediting.com.

7.2  I will provide the Services at the time(s) and on the date(s) within the period agreed with you.

7.3  For Services provided over a period of time, any completion dates stated during the Request process are estimates.

7.4  The work in relation to the Services will be carried out 

7.4.1  unsupervised at such times and places as determined by me, using my own equipment; and

7.4.2  by me and not subcontracted to third parties, in part or in whole.

7.5  I will do all that I reasonably can to provide the Services within the period agreed with you. If there might be a delay before I can start or restart the Services, I will email you to let you know as soon as reasonably possible. However, I am not liable to you for any losses you incur as a result of any delay caused by circumstances beyond my reasonable control, including, but not limited to, fire, explosion, flood, pandemic, war (or similar events such as national emergency or civil unrest), industrial disputes, technical failure, or any other similar event which renders the performance of the Services impossible.

7.6  Where a delay is caused by circumstances beyond my reasonable control, I will usually try to start or restart the Services as soon as the issue causing the delay has been resolved. If the Services are delayed by more than 1 month, I will email you to let you know and offer you the option to either continue waiting until the issue has been resolved (if this is possible) or to cancel the Services and invoice you for any works that have already been carried out in relation to the Services.

7.7  If you are a consumer, the Services are provided to you for your domestic and personal use only. You must not use the Services for commercial or business purposes.

7.8  If you are a business customer, you confirm that the Services are for the purposes of your named business only and not for or on behalf of any third party.

8  Fee

8.1  The fee is supplied by me after a preliminary assessment of the Services to be provided and the related material(s), and discussion with you as to what is required. 

8.2  You will pay me per hour, or, if otherwise agreed in writing prior to the work on the Services commencing, a fee per 1,000 words OR an agreed flat fee for the Services.

8.3  The fees of the Services may change at any time and I will notify you as soon as is reasonably practicable. Except as set out in clause 8.4 below, such changes will not affect existing Requests.

8.4  If there has been an error in the fee of the Services at the time of the preliminary assessment, I will try to contact you using the contact details you provided. I will give you the option to re-confirm the Services at the correct fee in writing or to cancel the Services requested. If I am unable to contact you, I will cancel the Services requested and notify you by email.

9  Payment

9.1  Payment for the Services will be requested by invoice, which will be sent to you with the completed Services. The invoice should be settled within 30 days by bank transfer to the UK bank account as stated on the invoice.

9.2  If your payment for the Services is not received when due, I reserve the right to charge interest on the overdue amount at the rate of 5% per year above the Bank of England base rate from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. You must pay interest together with any overdue amount.

9.3  Subject to clause 9.2, in the event of late payment or default, I reserve the right to employ a debt collection agency to recover the payment due.

9.4  If you think the invoice is wrong, please contact me promptly to let me know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved, I will charge you interest on correctly invoiced sums from the original due date.

10  Consumer cancellation rights

This clause 10 only applies to you if you are a consumer.

10.1  You have 14 days from the date of the written agreement in relation to the Services to change your mind and cancel the Services.

10.2  I will not provide any of the Services during the 14-day cancellation period unless you request for me to do so in writing. I am under no obligation to accept this request.

10.3  If you request me to start work on the Services during the 14-day cancellation period and I agree to do so, this will impact your cancellation rights as follows:

10.3.1  you lose your right to cancel once the Services are fully performed and you will not be entitled to a refund even if the cancellation period has not expired;

10.3.2  if the Services have not been fully performed, you will be required to pay for work carried out in relation to the Services up to the time that you told me that you want to cancel.  If the work carried out is more than halfway complete, I reserve the right to invoice for 100% of the agreed fee. If the work is under halfway complete, I reserve the right to invoice for 50% of the agreed fee.

10.4  To cancel your order, please email me at lheath@lhediting.com. To help me process your cancellation more quickly, please have your reference number ready or include it in the email you send to me.

10.5  I will provide you with a refund as soon as possible and no later than 14 days after the day on which you told me that you want to cancel. If any Services have been provided during the cancellation period at your request, I will make deductions from any refund due to you as explained in clause 10.3 above.

10.6  I will issue your refund to your preferred payment method.

11  Faulty services—consumers

This clause 11 only applies to you if you are a consumer.

11.1  I must provide the Services to you with reasonable care and skill.

11.2  If the Services are not provided with reasonable care and skill, you can ask me to repeat the Services or to correct them, or get some money back if I cannot resolve the issues.

11.3  This is a summary of some of your key rights. They are in addition to your cancellation rights set out in clause 10above. For more detailed information on your rights, visit the Citizens Advice website at www.citizensadvice.org.uk or call 0808 223 1133.

11.4  If there is a problem with the Services I have provided to you, please contact me as soon as reasonably possible by email or telephone.

12  Faulty services—business customers

This clause 12 only applies to you if you are a business customer.

12.1  I warrant that the Services will be:

12.1.1  performed with reasonable care and skill within the meaning of section 13 of the Sale of Goods and Services Act 1982; and

12.1.2  free from material errors at the time the Services are completed although I cannot guarantee 100% accuracy in the Services provided due to the nature of human error.

12.2  As your sole and exclusive remedy, I will (at my option) remedy or re-perform any services that do not comply with clause 12.1, provided that:

12.2.1  you notify me by email to lheath@lhediting.com within 7 calendar days from the date that the Services are completed; and

12.2.2  you provide me with sufficient information as to the nature and extent of the errors.

12.3  Except as set out in this clause, I give no warranties and make no representations in relation to the Services, and all warranties and conditions (including the conditions implied by sections 12–16 of the Supply of Goods and Services Act 1982 and any implied terms relating to the ability to achieve a particular result), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

13  Events beyond my control

I am not liable to you if I fail to comply with these terms because of circumstances beyond my reasonable control.

14  My liability to consumers

This clause 14 only applies to you if you are a consumer.

14.1  If I breach these terms or I am negligent, I will be liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ I mean that, at the time the contract was made, it was either clear that such loss or damage would occur or you and I both knew that it might reasonably occur, as a result of something I did (or failed to do).

14.2  I am not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by mybreach or negligence, or any business loss or damage.

14.3  Nothing in these terms excludes or limits my liability for any death or personal injury caused by my negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow me to exclude or limit.

15  My liability to business customers

This clause 15 only applies to you if you are a business customer.

15.1  Subject to the below, my liability under or in connection with these terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will not exceed the total fee paid for the services.

15.2  I will not be liable to you under or in connection with these terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) for:

15.2.1  consequential, indirect or special losses; or

15.2.2  any of the following (whether direct or indirect):

(a)  loss of profit;

(b)  loss of opportunity;

(c)  loss of savings, discount or rebate (whether actual or anticipated); or

(d)  harm to reputation or loss of goodwill.

15.3  Nothing in these terms will limit or exclude my liability for:

15.3.1  death or personal injury caused by negligence;

15.3.2  fraud or fraudulent misrepresentation; or

15.3.3  any other losses which cannot be excluded or limited by law.

16  Your information

Any personal information that you provide to me will be dealt with in line with the Privacy Policy available at https://lhediting.com and any Data Protections laws, which explains what information I collect and hold about you, and how I collect, store, use and share such information.

17  Confidentiality

17.1  The nature and content of the work carried out in relation to the Services will be kept confidential and not made known to anyone other than you and your contractors, unless with prior written permission. 

17.2  I will not, under any circumstances, upload your material(s) to external websites (other than to Dropbox for the purposes of file storage and retrieval by you or I), or distribute them to third parties, unless with your full written permission. 

17.3  I may use your name in my promotional material, but I will inform you prior to doing so and request your full written consent. 

18  Intellectual property rights

18.1  For the purpose of this clause, intellectual property rights shall mean  patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

18.2  For the avoidance of doubt, the intellectual property rights in any materials provided by you to me in relation to the Services is owned by you.

18.3  Subject to clause 18.2, all intellectual property rights in or arising out of or in connection with the provision of the Services shall be owned by you following payment of the invoice, unless agreed otherwise.

18.4  To the extent that the Services are being provided in accordance with your requirements and you have supplied the material(s), you shall indemnify me against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by me in connection with any claim made against me for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with your material(s) or requirements.

19  No third party rights

No one other than you or I have any right to enforce any of these terms.

20  Acknowledgements

There is no requirement for you to mention me in the acknowledgements’ section of any work that you publish. However, you agree that I will have the opportunity to review any such mention prior to publication or decline to be mentioned.

21  Termination

21.1  I may terminate the Services contracted at any time by writing to you if there is a serious breach of these terms as follows:

21.1.1  you do not make any payment to me when it is due and you still do not make payment within 30 days of when that payment is due;

21.1.2  you do not, within a reasonable time of me asking for it, provide me with information and/or material(s) that are necessary for me to provide the Services;

21.1.3  you do not co-operate with me in all material respects relating to the provision of the Services by me to you, for example lack of communication about requirements; or

21.1.4  you do not ensure, at your own cost, that material(s) provided to me do not infringe any third party intellectual property rights and, having been requested to do so, fail to confirm in writing to me prior to the provision of the Services.

21.2  If I terminate the Services contracted in the situations set out in clause 21.1, I may deduct or charge you reasonable compensation for the net costs I will incur as a result of you breaching these terms.

22  Complaints

If you are unhappy with me or the Services I have provided to you, please contact me at lheath@lhediting.com, and I will try to resolve any issues quickly and efficiently.

23  Governing law and jurisdiction

These terms and any dispute or claim arising out of, or in connection with, the terms, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. You and I both irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these terms, their subject matter or formation (including non-contractual disputes or claims).

24  General terms

24.1  You are not allowed to transfer your rights under these terms to anyone without our prior written consent. I may transfer my rights under these terms to another business without your consent, but I will notify you of the transfer and make sure that your rights are not adversely affected as a result.

24.2  If any provision of these terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these terms will not be affected.

24.3  If you breach these terms and I take no action, I will still be entitled to use my rights and remedies in any other situation where you breach these terms.

24.4  If you are a business customer, any variation to these terms will not be binding unless expressly agreed in writing between you and I.

24.5  If you are a business customer, you and I both agree that these terms constitute the entire agreement between you and I in relation to the Services. You acknowledge that you have not entered into these terms in reliance on any representation or warranty that is not expressly set out in these terms and that you will have no claim for innocent or negligent misrepresentation on the basis of any statement in these terms.