As of 1 June 2018, I stopped taking independent work. And, I will finish all current sole trader jobs by 30 June 2018.
I am closing my sole trader writing business, SMK Writer. My ABN will remain active whilst I try to collect on overdue invoices. My Terms and Conditions will remain in effect on payments owed and current business.
(Traditionally called “recitals.”)
These Terms and Conditions are to strengthen our trust and relationship throughout our work together.. My values:
- You are the expert in your industry
- My services are extensions of your keyboard and your ideas
- We will work together through ideas, confusion or concerns
The goal of working together is to find a balance between the ever-changing needs of communication with your customers, your business, and your staff. We both respect and trust our people. We both expect to profit from our work together. We benefit from working with each other with trust.
A trusting relationship and open communication will take our projects from good to great. Knowing our financial and legal arrangements (the Terms and Conditions) are are the walls around our business relationship. We understand that our work together may come and go.
Please feel free to call me with any ideas or questions regarding Terms and Conditions, Quotes, or Invoices.
Shauna McGee Kinney is a contractor (not an employee) offering business writing, copywriting, editing, and online marketing services.
A client is a business or individual hiring Shauna McGee Kinney’s services on an hourly, or per job basis (as per the Quote).
The costs for each job or group of task will be estimated. A quote will be sent from an online bookkeeping system (Xero). The Quote acts as an offer to make a contract. By accepting the Quote you and Shauna are agreeing to make a contract, made up of these Terms and Conditions taken together with the Quote. Open Quotes (quotes that have not been accepted) are valid for 30 days from the date of issue.
Service fees will be stated in writing in the Quote. Fees are estimated per job, on an hourly basis, or as a flat-fee within a specified duration of time. Day-rate, hourly, and flat-rate fees are listed on the < Fees & Pricing Page >. Client-approved Quotes are preferred. You will be notified if time sheets need to be used for jobs that cannot be accurately estimated before work is started. The job tracking method to be used, if any, will be agreed to, before starting the job.
In this section:
Products & Services
Shauna McGee Kinney produces business documents (policies, procedures, processes, standards), “Search Engine Optimised” (SEO) copy for websites, writing for social media, email marketing copywriting, and develops training documents. She writes business documents, sections of proposals, training manuals, and administrative procedures.
Shauna’s work is delivered in Word (.doc or .docx) format, text format (.txt) or Google Docs format. By prior arrangement, Shauna may load content into a website or into a Client’s system.
2.1 Included Services
Depending on what is stated in the Quote and accepted by the Client, Shauna will perform the following tasks:
- Shauna will contribute information or time to a workflow management or a project management system, if the system can be accessed via a web browser or mobile device.
- Shauna will write copy to be inserted into the Client’s proposals, and/or Shauna will assist with estimating the time needed for a project.
- In both cases, the Client is responsible for reviewing, accepting and issuing the information. The Client assumes liability for the final versions of issued documents.
2.2 Excluded Services
Shauna McGee Kinney will not perform accounts or bookkeeping duties inside the Client’s computer systems. When Shauna is a subcontractor to a web designer, agency or business, the Client is responsible for the billable amounts, hours and services billed to their clients.
Shauna does not provide layout, graphics, image editing, application scripting or website development. However, her work may include formatting, such as applying existing CSS and existing HTML code to the content she works with.
2.3 Locations & Travel
Shauna McGee Kinney writes in the English-language and works off-site. She is available to do online, remote work from her office in Seoul, South Korea.
If you need on-site services in Perth, Australia, Shauna can refer to her colleagues located in the Perth area. Referrals are free (referrals are at no extra charge).
2.4 Equipment, Software & Subscriptions
Shauna McGee Kinney provides her own computer, equipment, software licenses, internet access, telephone service and software subscriptions or licenses needed to write documents. Shauna’s operating systems and software have current licenses and the current software updates.
CLIENT SUPPLIED SOFTWARE
- If Shauna is documenting your software product or needs to use software you specify, you will provide a temporary, full-seat access to the software.
- The license remains in your name and ownership. You ensure the level of access required to reenact, capture and create the level of documentation stated in your project brief or in the Quote from Shauna.
- Shauna does not claim any ownership or rights to access the software after the project is completed or upon cancellation of the project.
2.5 Reimbursable Expenses & Additional Costs
Shauna will notify the Client if any reimbursable items will be used to complete work for the Client.
Examples of reimbursable items include, but are not limited to:
- Special equipment (such as equipment rental, or video adapters for overhead projectors)
- Software licenses (such as per-seat licenses for image editing software, or event management systems)
- Subscriptions (such as memberships required to present at an industry event)
The item and its cost will be included in the Quote. Supporting documentation also will be provided upon request. Copies of tax invoices or receipts will be submitted with the invoice.
By acceptance of the Quote, the Client agrees to reimburse Shauna for these reimbursable expenses. Shauna will provide the originals or copies of the receipt(s) or other proofs of expenditure to the Client with the relevant invoice.
Shauna will provide her own consumables (such as office supplies, common subscriptions, and printing). A Quote will be issued to the Client if consumables, or services for a single job, in a single purchase, exceeds $50 AUD, in which case the Client will be liable to pay the excess.
The Client has the option to provide or purchase these reimbursable items, or services directly. Clients can retain ownership of any unused items. Examples may include a specialized laptop-to-HDMI video adapter or a training manual.
2.6 Subcontractors & Outsourcing
Shauna McGee Kinney is entitled to use and may use, Subcontractors to assist her with writing, editing, or technical support. Shauna reviews and guarantees the work produced by her Subcontractors while they are working for her.
Shauna is not a recruiting or placement agency. She may, however, refer the Client to a person or business with the skills needed to meet a deadline or perform work. The client has the choice to contact and engage the referred person or business.
The Client can request the names and contact information for the Subcontractors Shauna is working with.
The Client can contract these Subcontractors directly. The Subcontractors have a right to access Shauna’s agreements or Quotes for the recent or active jobs and will have access to confidential information provided by the Client. All Subcontractors are requested to provide a written confidentiality undertaking to protect the Client’s confidential information.
If Shauna’s time is required to transition the work to the Subcontractor, a Quote including that time will be issued to the Client. The transition will start after the Client has accepted the Quote and the Client will be responsible for paying for Shauna’s time.
Once the Subcontractor has assumed control of the work for the Client, the Client must deal directly with the Subcontractor in relation to
- All work-related communications
- Any necessary training of the Subcontractor
- Reviewing and maintaining the quality of the Subcontractor’s work
- Direct payments to the Subcontractor
3. Availability & Scheduling
Upon completion of these special Terms & Conditions steps (Section 3), Shauna will issue Invoice(s) for any work already performed, and for reimbursable costs already incurred.
3.1 Starting, Changing or Cancelling Work
At the time of negotiating special Terms & Conditions, Shauna reserves the right to:
- Close or cancel any other open Quotes
- Reissue Quotes to fit current special Terms & Conditions
The Client retains ownership and responsibility for communicating, delivering, and storing work from the changed, cancelled, or terminated Job(s). This includes, but is not limited to:
- Work-in-progress / incomplete documents
- Supplied files
- Project tracking
3.2 Subcontractor Access
- Shauna will not give the Subcontractor access to the Client’s passwords, or computer systems, in a manner that may compromise the Client’s privacy or security. If such access is required, Shauna will request the Client to directly authorise the Subcontractor to have such access. The Client will then arrange access and passwords directly with the Subcontractor. The Client, and Subcontractor, will confirm with Shauna when the access has been set up.
The Client and the Subcontractor have the right to negotiate the performance of additional, or new work, not covered in the Quote, and to work directly with each other. The Client understands that Shauna has agreed to share with the Subcontractor the details of her agreement with the Client in such cases.
4. Estimates, Invoices & Payments
In this section:
- Quotes: Each job will be estimated in an online bookkeeping system (Xero). The Estimate acts as an offer to form a contract. By accepting the Quote the Client agrees to a contract comprising these Terms and Conditions and the Quote.
- Quotes are valid for 30 days from the date of issue. Prices may be revised after the 30 day period has been expired.
- Any verbal estimates must be documented, and confirmed by email, to be binding on either party.
- Invoices: Invoices are issued mid-month, and end-of month. Invoices are due (payable) 14 days from the date of issue. For the purpose of invoicing, days are calculated in elapsed calendar days, including weekends and holidays.
- Payments: Payments can be made in Australian Dollars (AUD), or US Dollars (USD) depending on your preference. Payments can be made by bank transfer, PayPal, credit card through PayPal, or by paper check (cheque). (Credit card payments are processed online through Shauna’s PayPal account.)
The online Invoices issued through Xero will contain bank transfer instructions, and a link for PayPal payments and credit card payments. Shauna manually posts receipt of payments by bank transfer or paper cheque to the invoice.
If you have any questions about the Quote, Invoice or the Payment you made, contact Shauna by email or phone within 5 business days or less of the date when the issue happened or the date of the transaction.
Deposits are required to start the job, as follows:
- Estimated work under $600 within 30-day period, deposit is 50% of estimated total
- Estimated work over $600 within 30-day period, deposit is $300 flat-rate
Deposit amounts will be stated in the Quote. Work will not start until the Deposit has been paid in full.
On-going monthly work only requires a deposit for the first month of work.
Shauna reserves the right to negotiate an earlier payment where jobs require large up-front expenses (such as airfare), or commitments of more than 30 hours in a week. (A week is any seven consecutive days including weekends and holidays.)
4.3 Discounts & Incentives
Shauna may offer a discount as an incentive for:
- A packaged flat-rate on a single job
- Or, a voluntary deposit on a job
- Or, the early payment of an invoice
The discount options available to the Client will be stated with the Quote.
Only one discount can be applied per job, and discounts cannot be combined. A discount can only be applied if both the full amount invoiced is paid per the terms, and the payment posts by the date specified in the Quote. (See the Fees & Pricing page.)
4.4 Unpaid Invoices
As a sole-proprietor, I (Shauna), am grateful for my Client’s business, and their prompt payments. Should there be unpaid Invoices, please graciously expect the following:
If any Invoice goes unpaid more than 30 days past the date of issue (past due), Shauna has the right to stop work on all active jobs, and issue Invoices for all work-to-date.
- Bank Penalty Fees:
The Client agrees to pay any bank penalty fees incurred by Shauna if the bank fees are caused by Client (such as bank penalty fees caused by the placement of a payment hold, stop-payment, bad cheques, or credit card reversals or chargebacks).
- Late Fees:
Shauna reserves the right to charge 1.7% per month (effectively 20% per year) late fees on the outstanding amount(s), on invoices more than 30 days past due. Interest will be added monthly. An updated invoice and a statement of accounts will be issued each month that the balance remains unpaid.
- Payment Plans:
If the Client is unable to pay the Invoiced amount in full, the Client may ask Shauna to consider a payment plan. The payment plan, if agreed to, will state the amount of the negotiated payment, number of payments, late fees, and may include the payment of bank penalty fees. Shauna is not obliged to accept a payment plan proposal.
The client agrees thatShauna reserves the right to send accounts more than 90 days past due to a collections agent. The Client will be liable for all collections fees, interest, and bank penalty fees associated with the bad debt.
- Reporting Bad Debt:
The Client agrees that Shauna reserves the right to report overdue invoice debt to independent credit data agencies. Bad debt exceeding $150 may be reported to agencies such as CreditWatch (AU) or Dun & Bradstreet (US & AU).
4.5 Disputes & Refunds
The Client can dispute an Invoice by any one of the following methods:
- Calling Shauna and requesting revisions to Invoices (please explain errors, or changes requested)
- Clicking the dispute button in the online Invoice
- Providing a written explanation by email, or postal mail of the resolution or changes needed to correct the Invoice
Shauna agrees to consider all such requests. She agrees to refund any payments collected where there was an error in the Invoice which was her responsibility. Refunds will not be issued for work delivered in good-faith through no error on Shauna’s part, for work that a Client abandons, or work that customers do not wish to use.
Shauna can legally work in both the USA and Australia. Work in each country is subject to each country’s tax laws and banking regulations.
As of the last review of these Terms & Conditions, Shauna is:
- Is Registered for Goods and Services Tax (GST) in Australia as of 1 July 2017 Australian Business Number (ABN) 67103926420 trading as SMK Writer, Sole Trader
- Not obligated to collect US Sales Tax
5. Limitations & Liabilities
In this section:
5.1 Confidentiality & Warranties
Shauna agrees to keep all logins and passwords required to work with the Client and their jobs confidential, private and secure.
Shauna agrees not to compete with the Client or approach the Client’s customers directly for a period of one (1) year from the end date of each job, except with the Client’s prior written permission.
Where Shauna’s work is being performed for the benefit of the Client’s customer, the Client and Shauna by agreement may transfer the Client’s customer to Shauna prior to the 1 year non-compete period. The change must be communicated, and agreed to between all parties, including the Client, their customer, and Shauna.
Shauna agrees not to disclose any client names, or job details, without consent from the Client.
For the purpose of Shauna’s resume or interviews with prospective Clients, Shauna has the right to mention the:
- Type of industry (such as retail, engineering)
- Type of job (such as training manuals or scriptwriting)
- Dates of the job
without disclosing information that identifies the Client or Client’s data.
5.2 Expiration of Terms & Conditions
Please note that these Terms and Conditions are reviewed and updated in July of every year to comply with current legislative and industry best-practices. Unless legal changes require that updated Terms and Conditions apply to current projects, the changes will not apply to existing contracts but will apply to any new contracts created after the update.
The active contract, including the Terms and Conditions, will expire one year from the completion of the job. Prior to the end of the contract, the non-compete and non-disclosure obligations can be extended or otherwise varied by a written document signed by both the Client and Shauna.
5.3 Copyright & Ownership
Shauna hereby assigns and transfers all copyrights and other intellectual property rights in her work product to the Client on the conditions set out here.
The Client will own any intellectual property (IP) rights in Shauna’s work product provided that Shauna’s fees are paid in full, and will be responsible for the defense of those copyright or IP rights (regardless of whether full payment has been made) from the time of receipt of draft or final copies of job deliverables, documents, or communications.
Ownership of copyright and other IP rights includes ownership of such rights in work that is unfinished or incomplete.
Shauna promises to produce unique material free from errors and omissions to the best of her ability and in good faith. She will not plagiarise. Shauna is not responsible for errors, omissions, or plagiarism in materials supplied to her by the Client or at the Client’s request or direction.
Shauna does not write legal documents, though she may provide the draft copy needed to have a legal professional review and validate a document. The Client is responsible for the legal review and accuracy of documents that include legal text or which have legal effect, including, but not limited to, documents regarding fundraising, contests, sales offers, returns, refunds, memberships, and terms and conditions.
5.4 Royalties & Commissions
These Terms and Conditions do not address Shauna’s rights (if any) to royalties and commissions on the written work she produces. If a job is subject to royalties or commissions, those financial arrangements will be addressed in a separate agreement.
5.5 Document Storage & Backup
The Client is responsible for the storage, tracking and backup of documents produced by Shauna under this agreement. Shauna does not provide or store backups of work. However, she will make reasonable efforts to provide the Client with any content she may still have on file for a period of up to 90-days from the completion of a project.
5.6 Professional Indemnity & Public Liability Insurance
These terms and conditions do not cover work that requires professional indemnity and / or public liability insurance. Shauna reserves the right to decline work that requires her to obtain additional insurances, bonds, or certificates.
- The Client will notify Shauna (prior to requesting an Quote) of any professional indemnity or public liability insurance coverage that may be required.
- Locations or work requiring additional, specialised insurance or certificates will be covered under separately negotiated agreements.
If Shauna or a Subcontractor or other agent or employee of Shauna attends premises or a location at the request of the Client, that visitor:
- Must be adequately covered by public liability insurance provided by the Client
- Not exposed to unreasonable or unnecessary hazards or risk of injury
Shauna may offer to work as an employee of the Client through a fully insured employment agency, in which case these Terms and Conditions will not apply, and; the agency’s hire conditions will apply.
The Client and Shauna will have the right to negotiate, accept, or decline offers through the employment agency, including offers of a better-matched employee, or different rates.
6. Governing Law
These Terms and Conditions will be binding and will be governed by and interpreted according to the local, state, national and tax laws applying in Western Australia, Australia. Where applicable (such as copyright law) the activities of the parties may also be subject to international law or the laws of other jurisdictions. The parties agree to comply with all laws that apply to them in respect of their activities contemplated by this contract.
This version of the Terms and Conditions is dated 16 Feb 2018