Terms of Service

All new clients will be required to sign a contract before any work is undertaken.  Up until that point, any correspondence is advisory only.

Description of Services

Services will be agreed upon in writing before any contracts are signed, and any contracts will clearly outline the expected services for both the client and Prose by Pamela.  Services will be tailored to individual need.

Deliverables

The client is expected to provide any deliverables before the start of any project. Any amendments or additions to those deliverable must be provided in advance of work beginning or within a timely fashion. Should additional deliverable exceed the original scope of the project, they may incur additional costs.

Project Schedule

Before the beginning of each project a basic schedule will be outlined based on client need and budget.  Prose by Pamela will do everything in their power to adhere to that schedule, but cannot be held responsible for any delays because of client error, or slow delivery times from the client side.

Pricing/Rates

Prices will be clearly outlined and discussed before the signing of any contracts.  Provided the scope of the project does not change, this price will remain the same.  Prices can be given as a per-project, hourly, or per-word rate.

Rewrites or additional work requested by the client due to a change in project scope and/or article/post topic will cost an additional fee on discussion of the client’s  needs. Amendments and additions requested after the completion of any project will also cost an additional fee.  Any errors on the part of Prose by Pamela will be amended free of charge.

Payment Terms/Schedule

Prose by Pamela requires an upfront deposit of 25% for any work undertaken, unless otherwise discussed with the client.  Further payments will be made in quarterly instalments at agreed-upon intervals for the continuation of the project.

Compensation is payable by Direct Transfer and must clear within 30 days of invoicing.

Termination of Agreements

1. Upon termination of any project or work given by Prose by Pamela, Prose by Pamela will immediately provide the client with any and all work in progress or completed prior to the termination date.
2. The client’s sole obligation to Prose by Pamela resulting from termination is that the client will pay Prose by Pamela an equitable amount as determined by the client for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination.
3. Upon termination or expiration of the project undertaken by Prose by Pamela, Prose by Pamela shall promptly return to the client all materials and/or tools provided by the client , and all Confidential Information provided by the client to Prose by Pamela.
4. The 25% deposit is non-refundable.
   

   Intellectual Property Rights

1. Ownership of Deliverables. Subject to Freelancer and third-party rights in Pre‐Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Client, and Freelancer hereby assigns such rights to Client. Freelancer agrees that Client will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Freelancer for additional compensation and without challenge, opposition or interference by Freelancer and Freelancer will, and will cause each of its Personnel to, waive their respective moral rights therein. Freelancer will sign any necessary documents and will otherwise assist Client in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.
2. No Rights to Client Intellectual Property. Except for the limited license to use materials provided by Client as may be necessary in order for Freelancer to perform Services under this Contract, Freelancer is granted no right, title, or interest in any Client Intellectual Property.

3. Failure on the part of Client to pay Freelancer will result in all original content copyright remaining with Freelancer. Any attempt to publish, share, or otherwise profit from original content until either full payment is made or an equitable agreement reached will be considered breach of copyright.

Confidentiality

1. Confidential Information. For purposes of our services, “Confidential Information” means information or material proprietary to a the client, as well as information about which the client obtains knowledge or access (including information conceived, originated, discovered or developed in whole or in part by Prose by Pamela). Confidential Information does not include: a) information that is or becomes  publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independently of any information originating from the Disclosing Party.
2. Client Confidential Information. The following constitute Confidential Information of Client and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, and any other work assignments authorized or issued by the client.  Prose by Pamela will not use the client’s name, likeness, or logo (Client’s “Identity”), without Client’s prior written consent, to include use or reference to Client’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.
3. Non-Disclosure. Prose by Pamela and the client agree that during the term of their agreement and at all times thereafter, the client shall not use, commercialise, or disclose Confidential Information to any person or entity.  Upon termination, or at any time upon the request of Prose by Pamela, the client shall return to the Prose by Pamela all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentation, and records which in any way incorporate Confidential Information.
4. Right to Disclose. With respect to any information, knowledge, or data disclosed to Client by the Prose by Pamela, the Freelancer warrants that they have full and unrestricted right to disclose the same without incurring legal liability to others, and that Client shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Client’s use of any information, knowledge, or data disclosed by Prose by Pamela must be made known to Client as soon as practicable and in any event, agreed upon before the start of any work.

Termination

Rights to Terminate.

1. Client may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon prior written notice to Freelancer.
2. Freelancer may terminate any Contract upon thirty days prior written notice provided there are no open projects at the time notice is given.
3. Client may terminate any Contract and/or any open projects immediately for cause if the Freelancer fails to perform any of its obligations under this Contract or if Freelancer breaches any of the warranties provided herein and fails to correct such failure or breach to Client’s reasonable satisfaction within ten (10) calendar days (unless extended by Client) following notice by Client. Client shall be entitled to seek and obtain all remedies available to it in law or in equity.

1. Upon termination of any project or work given Freelancer, Freelancer will immediately provide Client with any and all work in progress or completed prior to the termination date. As Client’s sole obligation to Freelancer resulting from such termination, Client will pay Freelancer an equitable amount as determined by Client for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination
2. Upon termination or expiration of any contracts or a project performed by Freelancer, whichever occurs first, Freelancer shall promptly return to Client all materials and or tools provided by Client under the Contract and all Confidential Information provided by Client to Freelancer.
3. Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of a signed Contract.

Limitation of Liability

1. Except as set forth in the section below, in no event will either party be liable for any special, indirect, incidental, or consequential damages nor loss of data, profits or revenue, cost of capital, or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages.
2. Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to Contractor’s obligation under the indemnification of confidential information sections of this agreement of either party’s liability to the other for personal injury, death, or physical damage to property claims.
3. Upon receipt and acceptance of work submitted to Client by Freelancer, Client relinquishes Freelancer of any and all liabilities, damages, claims, costs, expenses, or losses associated with Client’s defense. Freelancer provides the work as-is and Client’s acceptance of such work constitutes transfer of associated liabilities, etc. with the work. Freelancer guarantees that the work is written with the best of intentions, is free of plagiarism, and includes no slander, libel, or factually-incorrect information. Client’s acceptance of submitted work represents Client’s agreement that the work is legally suitable for publishing and distribution. Freelancer is not responsible for any changes or edits made to the piece after work is submitted and accepted by Client.
4. Any advice given during the course of the Client/Freelancer agreement will not be constituted as legal advice.  Prose by Pamela agrees to guide the client toward resources who can help with legal advice should it be needed,  but is not in a position to provide correct or binding legal advice.