Writer Service Agreement

This Writer Service Agreement is part of the Writer Contract (defined below) between the Writer and writingstudio.com / Writing Studio Ltd (“Writing Studio” or “WS”). This agreement becomes effective immediately upon the Writer’s acceptance of an Assignment from Writing Studio.

In this Writer Service Agreement, we will explain all terms, conditions, rules, policies, and guidelines from Writing Studio to all Writers and how they are to be followed and if necessary will be enforced.

This Writer Service Agreement is effective from April 01, 2021.

The writer contract

Upon receiving and then accepting an offer from Writing Studio to contract for a writing Assignment, the Writer agrees to carry out their Services in full accordance with the Writers Contract. The Writers Contract includes and incorporates Writing Studio’s Terms of Service, the Assignment Terms, and this Writers Services Agreement.

Responsibilities and performance policies

Quality of work

The Writer agrees that they are responsible for the quality of their Services and that they will complete their Writer Services in a professional manner that is consistent with industry best practices and/or as instructed by Writing Studio (including the specific instructions of a Writing Studio content manager). 

Equipment and materials

To complete the agreed Assignment, the Writer agrees that they will provide and use their own computer equipment, and other necessary tools and materials. The full cost of these tools and materials will be met by the Writer unless specifically agreed otherwise.

Assignment deadlines

The Writer agrees to complete their Services within the agreed-upon timeframe, and any changes to the Assignment deadline must be agreed upon by both parties.

The deadline for Assignments will depend on the quantity of content within the agreed-upon Assignment. For small projects (e.g., 1-5 articles), you can expect a standard delivery of about 4-5 business days. For larger projects (e.g., 20 articles), we’ll likely be working on a monthly schedule, so you can expect more flexible times (e.g., completion weekly, or on an “as done” basis). Writing Studio will make the deadline expectation explicitly clear when the Assignment is offered to the Writer. If they are not able to complete the Assignment by the agreed-upon deadline, they reserve the right to not accept the Assignment.

Assignment submissions

Assignments shall be submitted from the Writer to Writing Studio as per the instructions in the Assignment Terms. In almost all cases, Assignments will be submitted in a Google Doc via email with the title of the content piece hyperlinked with the Google Doc link. From time to time, we may request submitting the Google Doc links in Google Sheets for larger projects. This will be specified when the content is assigned, and the Writer will be made aware of any special submission requests.

Failure by the Writer to meet the agreed-upon deadlines may result in Writing Studio permanently ending their relationship with the Writer. No such notice is required for this action to be undertaken by Writing Studio.

Assignment editing

As part of the standard Assignment terms, the Writer agrees to carry out and submit up to two edits of the Assignment materials. Each round of edits must be completed within 12 and 72 hours (depending on the specific timeframe given by Writing Studio). In some cases it may be longer due to the total quantity of content needing to be revized. The expected timeframe for revision requests will always be made clear.

If a Writing Studio client requests a revision that is very extensive, such as a complete change in direction for an Assignment content piece, we will adjust compensation accordingly.

Independent contractor relationship policy

The relationship between the Writer and Writing Studio is deemed an independent contractor relationship. This means that the Writer is (a) not an agent of Writing Studio, (b) is in no way authorized to claim that they represent Writing Studio with any client or another 3rd party, (c) has no claim to any of the benefits or non-financial compensation Writing Studio provides to contracted agents/employees such as insurance, retirement saving contributions, and profit-sharing agreements, etc., (d), the Writer is responsible for their own tax returns and subsequent payments in accordance with the laws of their local, state, and federal tax authorities, and for abiding by all laws that govern self-employed contractors or employees.

By agreeing to this Writers Contact, the Writer agrees to indemnify and defend Writing Studio against all such taxes or other contributions, including all accumulated penalties and interest. 

Exclusivity agreement

Writers agree that when they receive assignments from Writing Studio, the agreement is between the writer and Writing Studio. You (the Writer) agree not to contact the client directly to circumvent this agreement or arrange payment between you and the client directly. Doing so will result in permanent termination.

Intellectual property policies

Important terms for this section

• “Acceptance” – refers to content written by the Writer that has been accepted as complete by the Writing Studio client.
• “Buyer” – refers to the client who orders the Assignment.
• “Intellectual Property Rights” – means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
• “Submission” – refers to any and all copies of Assignments submitted by the Writer to Writing Studio.

Ownership of the assignment and intellectual property

The Writer agrees that every Submission they make to Writing Studio during the completion of the Assignment (both drafts and final copies) is done so on a for-hire basis. Once payment has been received by the Buyer, the content within the Submission written by the Writer will become the sole and exclusive property of the Buyer. This includes all rights to the title, interest, and Intellectual Property Rights.

Assistance to enforce intellectual property rights

The Writer agrees to assist Writing Studio in every way possible during and after the Writer Contract period to help us to enforce both New Zealand and foreign Intellectual Property Rights relating to any and all content within the Submission. Writing Studio agrees to cover any costs that the Writer has to pay during their efforts to assist Writing Studio during this process.

If Writing Studio is unable for any reason after a reasonable effort is made to obtain the Writers signature on documents required to defend our Intellectual Property Rights, the Writer agrees to designate Writing Studio as its duly authorized officer and agent to act on their behalf for the purposes of enforcing our join Intellectual Property Rights.

Competitive or conflicting work

The Writer agrees that during the designated term of the Writer Contract that they will not enter a contract or accept an obligation to carry out content writing work that is inconsistent or incompatible with their obligations within the agreed-upon Writer Contract. The Writer also agrees to not disclose any confidential information given to them during their completion of the Assignment that belongs to the Buyer or Writing Studio.

Invoicing and payment policies

Writing Studio has in place these specific policies for the invoicing and payment of Assignments completed by Writers:

1. Invoicing for writing services

Once the final Submission of an Assignment has been made and it has been accepted by Writing Studio, The Writer will have met the conditions of the Writer’s Contract. All Assignments that are completed within Writing Studios’ fortnightly payment schedule can be invoiced by 11.59 pm NZT the Thursday before the Friday payment date. Invoices received after this time will be paid on the next fortnightly pay period.

2. Timing of payments

Writing Studio shall make a payment to the nominated bank account of the Writer in accordance with Writing Studio’s fortnightly payment schedule – Fridays at 5 pm NZT.

3. Late penalties

If the Writer makes a Submission after the agreed-upon deadline for the Assignment (which was not mutually agreed by both parties) and that Submission is still accepted by Writing Studio and the Buyer, the Writer agrees that a penalty of between 0 and 100% of the overall Assignment rate will be deducted from the invoice payable. By accepting this agreement, you also accept our extension policy. This policy is provided alongside your onboarding material once accepted as a writer.

4. Poor quality

If the Writer makes a Submission (including revisions and the final copy of an Assignment) that are of poor quality (as deemed by Writing Studio). Writing Studio reserves the right to subtract a penalty of between 0-100% from the Assignment payment amount. If this occurs, the Writing Studio will discontinue providing the Writer with any further Assignments once the payment has been made.

Confidentiality policies

“Confidential Information” refers to all information that is related to Writing Studio and/or the Buyer’s business that is disclosed to the Writer to write a Submission or any part of the overall writing Assignment. Confidential Information includes (and without limitation):

• Ideas, trade secrets, inventions, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques.
• Information related to products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers.
• Any other information designated by Writing Studio, either in writing or orally, as Confidential Information.

Whilst writing a Submission, the Writer is freely able to use information that is generally known in the trade or industry that they are writing about, information that is not gained due to a breach of the Writer Contract, and information the Writer has due to their own skill, knowledge, know-how, and experience.

Confidential Information does not include any information that the Writer was aware of prior to Writing Studio’s disclosure of the information or information that becomes publicly available that isn’t a result of the Writer disclosing it.

Confidential information policy

The Writer agrees that during, and after the dates outlined in the Writer Contract that they will not (unless authorized by Writing Studio in writing):

• Use or permit the use of confidential information (as defined in the definition above) in any manner or for purposes not defined and given permission for in the Writer Contract.
• Disclose or publish any Confidential Information (as defined above) to a 3rd party without the written permission of Writing Studio.
• Will not disclose any Confidential Information to any other party that they become aware of during the writing of a Submission.
• Will not remove any documents that contain Confidential Information from Writing Studio’s digital properties or physical premises without the written consent of Writing Studio.

Sharing of portfolio pieces

The Writer will not share or disclose any content they have written for Writing Studio to any 3rd party or publish it in any location unless they have the permission of Writing Studio or that the content that is linked to is written under the Writer’s own name.

Writer representations and warranties

The Writer hereby represents and warrants that:

• Every Submission will be written by the Writer and that it will be their original work.
• Every Submission will meet the requirements and terms set out in the Writer Contract.
• No submission of content will use machine writing, e.g. ChatGPT or GPT-3
• All assignments will be done by the writer and the writer only, and will not be outsourced to other contractors. 
• No Submission or element thereof will infringe on the Intellectual Property Rights of any 3rd party.
  
• No Assignment or any element of an Assignment will be subject to any restrictions, liens, pledges, security interests, or encumbrances.
• The Writer will not grant, directly or indirectly, any rights or interest in any part of the Submission to 3rd parties.
• The Writer does not need the consent of any 3rd party to enter into the Writer Contract.
• The Writer agrees to comply with all laws and regulations that are applicable whilst carrying out their obligations in the Writer Contract.

Indemnification policy

The Writer agrees to defend, indemnify, and hold harmless Writing Studio, and any of its affiliates, licensees (specifically Buyers), directors, employees, agents, and advisors against any damage, cost, loss, or expense arising from a claim, suit, or proceeding brought against Writing Studio that:

• Alleges that any Submission that the Writer delivers infringes on the Intellectual Property Rights of 3rd parties.
• Alleges that any Submission that Writer delivers misappropriates any trade secret of any 3rd party or
• Alleges that a breach of this Writers Agreement has resulted in a loss or expense.

Termination policy

Both Writing Studio and the Writer can terminate the Writer Contract that is associated with an Assignment immediately when the other party materially breaches the Writer Contract and fails to correct the breach within 20 days of receiving receipt of written notice of the breach.

Writing Studio reserves the right to terminate the Writer Contract immediately at its sole discretion when they deem the assigned Writer has materially breached one or both of the sections in this Agreement titled “Intellectual Property Policies,” and/or “Confidentiality Policies”.

Return of property

When the Writer Contract is terminated (or if requested by Writing Studio at any time) the Writer will immediately return any property and copies of any property to Writing Studio.

Survival

Even after the termination of the Writer Contract, all sections in the Writers Service Agreement will remain enforceable.

Disclaimer of warranties policy

Other than the warranties expressly set out in this Writers Service Agreement or in the Writing Studio Terms of Service, the Writer disclaims all other warranties, express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, arising by statute or otherwise in law or from a course of dealing or usage or trade.

Exclusions and limitations liability

The Writer or Writing Studio will not be held liable to the other party for any special, indirect, consequential, incidental, or punitive damages relating to the Writer Contract, including but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, even when they are advised of the possibility of such damages. The only exception to this provision is if the Confidentiality Policy is breached.

Neither the Writer or Writing Studio be held liable to the other for any claim or action related to the Services provided during the completion of the Assignment, whether based on contract, tort, negligence, or any other theory of liability, in an amount in excess of the amount paid to the Writer by Writing Studio for the Assignment. The only exception to this provision is if the Writer violates either the Confidentially Policy or the Indemnification Policy.

General provisions

• Governing Law, Venue, and Legal Fees. This Writers Service Agreement is governed by and in accordance with the laws of New Zealand. Any and all controversies, claims, or disputes arising out of or relating to this Agreement between the Writer and Writing Studio (or any of their respective assignees, affiliates, legal representatives, and/or agents), or their relationship, either during the existence of the relationship or afterward, shall be resolved solely and exclusively by the courts of New Zealand. If Writing Studio decides to take any legal action against the Writer, the Writer agrees that they will be responsible for all of their legal costs to defend any such action.
• Severability. If any provision of the Writer Contract is, for any reason, deemed to be invalid or unenforceable, all other provisions of the Writer Contract will still be valid and enforceable, and The Writer Contract will be deemed modified.
• Assignment of Rights. The Writer Contract and each party to The Writer Contract’s rights and obligation cannot be transferred to any other 3rd party without the written content of the other party.
• Notices. Both the Writer and Writing Studio agree to submit requests and notices of changes to any provision of The Writer Contract as stated in the appropriate provision of the Agreement.
• Waiver. Any waiver or the failure to enforce a provision of the Writer Contract in one instance does not void any other provision of this agreement.
• Execution and Delivery; Binding Effect. Both the Writer and Writing Studio agree to the execution and delivery of the Writer Contract and that they accept the Terms of Service of the Site.
• Entire Agreement. The Writer Contract is accepted by the Writer and Writing Studio to be the final, complete and exclusive agreement between both parties. They further agree this Agreement supersedes and merges all prior discussions and agreements made between the two parties.

Contact us

If you have any questions regarding the terms outlined in this Writing Service Agreement, please send us an email at support@writingstudio.com.