Terms and Conditions

General Terms and Conditions of Business and Use of
Sario Marketing GmbH,
local court Mainz, Germany, HRB 40171
represented by its Managing Director,
Jan Becker-Fochler
Große Bleiche 46
55116 Mainz, Germany for the internet service textbroker.co.uk - Clients (clients' area) (‘Terms & Conditions’)
 

  1. 1. General
    1. 1.1 Sario Marketing GmbH (hereafter referred to as 'Textbroker') provides its clients (‘Clients’) with the opportunity to commission the preparation of texts on certain topics from Textbroker through the platform textbroker.co.uk. Textbroker then makes use of registered authors ('Authors') to complete these assignments.
    2. 1.2 The following published Terms & Conditions, together with the documents to which they make reference, apply exclusively to all quotations, contracts, agreements and deliveries between Textbroker and the Client. These Terms & Conditions, together with the documents to which they make reference, contain the entire agreement between the Client and Textbroker in relation to their subject matter and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to such subject matter.
    3. 1.3 Any alterations and alternative conditions belonging to the Client are only binding if they have been confirmed in writing by Textbroker. Contradictory terms and conditions belonging to the Client only apply if Textbroker has given its express written consent to them in advance.
    4. 1.4 The Client is aware that Textbroker shall not under any circumstances write or compose the text with which it has been commissioned itself. Textbroker shall always commission an Author to write the text concerned. If no Author can be found who is prepared or able to write the text commissioned by the Client, Textbroker has the right to withdraw from the assignment without penalty. The Client's right to withdraw from the specific assignment until acceptance of that assignment by an Author remains unaffected.
    5. 1.5 Clients exercise their commercial or independent professional activities and are acting in the course of their business. Textbroker does not offer its services to consumers so, if you are a consumer (i.e. not dealing in the course of your business), you are not entitled to make use of the Textbroker service.
  2. 2. Registration; Membership
    1. 2.1 Clients must register with Textbroker. The form provided at textbroker.co.uk, which is to be completed online must be completed for this purpose. By registering, the Client accepts these Terms & Conditions. The Client confirms that all of the details provided are correct, complete and truthful. The Client undertakes to keep his details up to date. He is given an individual Client ID for this purpose.
    2. 2.2 When registration is complete, the Client must verify the e-mail address provided. Following verification, the Client may use the services of Textbroker. There is no right of access to the services of Textbroker.
    3. 2.3 Registration is valid for an unlimited period and may be cancelled according to these Terms and Conditions. For the period of registration, Textbroker shall provide the Client with a user account on the platform, to which the Client has access with his log-in details.
    4. 2.4 The Client may view and edit the access details and other user information that is required in the course of registration (address, contact information, etc.) at any time in his user account.
    5. 2.5 Neither the registration nor the account are transferable.
    6. 2.6 Each Client is responsible for maintaining the secrecy of the client information (login, password, client ID). Should the client information fall into the hands of unauthorised third parties, Textbroker must be notified immediately. In the event of any disclosure to unauthorised third parties, Textbroker is entitled to take all steps that it considers necessary to protect the service, its clients and/or the Authors including by, without limitation, blocking access to the account in question.
    7. 2.7 Textbroker reserves the right to cease operating its services without cause at any time and, in the event Textbroker does cease to operate its services without cause and the Client has made an advance payment for services that it has not received, Textbroker shall repay this advance payment to the Client as soon as reasonably practicable.
  3. 3. Ordering Texts as an OpenOrder or DirectOrder
    1. 3.1 In the course of placing an order, the Client shall, in addition to describing the specific text he requires, also specify the title of the text, the subject areas it should cover, the number of words (minimum and maximum number), the delivery date and the quality level required (2-5), and may also specify key words and their frequency and revisions in accordance with clause 4.4 (together the "Specifications"). The Client may exclude individual authors from completing the assignment (e.g. via the Client's blacklist).
    2. 3.2 The Specifications and any use of the text by or on behalf of the Client shall not infringe or damage or be likely to infringe or damage the rights of third parties (such as brand, name or data protection rights or copyright), be slanderous, defamatory, illegal, sexual, erotic, pornographic or offensive, glorify violence, or be considered as such, or have other illegal content. In these cases, Textbroker reserves the right to reject the Client's orders and to block the Client from the Textbroker service, as appropriate. The Client shall also indemnify Textbroker entirely against all claims and costs (including appropriate costs for pursuing legal claims and providing legal defence) that are asserted against Textbroker on the basis of a breach by the Client of this clause 3.2. The other rights of Textbroker remain reserved.
    3. 3.3 The Client may order texts from Textbroker through the client menu of Textbroker and in doing so may select whether the texts are composed by specific Authors ('DirectOrder') or by Authors selected by Textbroker ('OpenOrder'). To clarify, in neither case does a direct contract come about between the Client and the Author.
    4. 3.4 In the case of OpenOrders, through the Textbroker platform Textbroker offers all Authors who are approved for the quality level stated in the Specifications and whom the Client has not excluded from completing the assignment the opportunity to take on the assignment on behalf of Textbroker.
    5. 3.5 The Author who is approved for the specified quality level, has not been excluded by the Client, and is first to accept the offer, shall be awarded the assignment.
    6. 3.6 Until such time as the offer is accepted by an Author, the Client may choose whether the offer shall proceed or be withdrawn. In the latter case, the order with Textbroker is cancelled.
    7. 3.7 In the case of placing a DirectOrder, the Client selects a specific Author directly whom Textbroker commissions with completing the assignment. In doing so, he may use the search function of the textbroker.co.uk website.
    8. 3.8 Textbroker offers the assignment to the Author requested. If this Author rejects the offer from Textbroker, Textbroker notifies the Client. The specific DirectOrder – the commissioning by Textbroker – is thereby cancelled. The Client shall receive reimbursement of any fees already paid to Textbroker in accordance with clause 6.10 and 6.11; the Client does not have any other claims. The opportunity for the Client to place the order again as a DirectOrder or OpenOrder remains unaffected.
    9. 3.9 Time is not of the essence for the performance of Textbroker’s obligations under these Terms & Conditions (whether this performance is dependant on the Author or not), but a deadline requested as part of the Specifications can be binding if Textbroker and the Client expressly agree this in writing, which includes by fax or e-mail.
    10. 3.10 The Client and Textbroker acknowledge and agree that compliance with any deadline (whether binding or not in accordance with clause 3.9 above) is dependant on the commissioned Author completing the text on time and submitting it via the textbroker.co.uk platform. The completion period only begins when the content of the assignment has been clarified and in particular when the Specifications and other details that Textbroker and the Author require to complete the assignment have been provided by the Client.
    11. 3.11 If the Author identifies difficulties that may prevent him from delivering the text on time or delivering a text of the agreed quality, the Author has the opportunity to contact the Client concerned directly through the textbroker.co.uk platform to agree the subsequent handling of the assignment (e.g. an extension of the completion period). Changes to the assignment after its acceptance are only possible in favour of the Author – e.g. an increase in the required word count or extension of the completion period. The Client shall notify Textbroker of any changes to the Specifications. If no agreement can be reached, the Author can stop working on the assignment by using the "Cancel" button on the user menu of his user account.
    12. 3.12 If a text is not delivered within the completion period specified when the order is placed, if the Author dies before completing the text or if the Author cancels the assignment in accordance with 3.11, Textbroker may in the case of an OpenOrder give the assignment to another Author. In the case of a DirectOrder, the Client has the opportunity either to place the assignment as a new DirectOrder for another specific Author or as an OpenOrder. In all other circumstances, the assignment is cancelled and the Client any fees already paid to Textbroker in accordance with clauses 6.10 and 6.11 shall again be available. The Client does not have any other claims.
    13. 3.13 If Textbroker is affected by a Force Majeure Event it shall immediately notify the Client in writing of the matters constituting the Force Majeure Event and shall keep the Client fully informed of their continuance and of any relevant change of circumstances whilst such Force Majeure Event continues. A Force Majeure Event shall not entitle the Client to terminate these Terms & Conditions or to cancel this contract and Textbroker shall not be in breach of these Terms & Conditions, or otherwise liable to the Client, by reason of any delay in performance or non-performance of any of its obligations due to such Force Majeure Event. For the purposes of this clause 3.13, a “Force Majeure Event” means any event outside the reasonable control of Textbroker affecting its ability to perform any of its obligations under these Terms & Conditions including Act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, strikes, lock-outs or other industrial action, whether of Textbroker’s own employees or others, default or delays of suppliers or sub-contractors (including an Author), failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services.
  4. 4. Approval/Revision/Rejection
    1. 4.1 On delivery of a text to the Client, the Client has a period of 72 hours to check the text against the Specification and to then accept or reject the text. Textbroker does not represent, warrant or undertake that the text will be suitable for the Client's specific purpose.
    2. 4.2 If the Client fails to accept or reject the text within this 72-hour period, the text shall be deemed to have been accepted at the expiry of this 72-hour period.
    3. 4.3 The text shall also be deemed to have been accepted if and when it is made available to any third party by the Client.
    4. 4.4 Up to acceptance, the Client may demand revision of a text if the text does not correspond to the Specifications. The Client can select revision of the text by using the 'Revision' option in the user menu of his client account. In the case of a request for revision, the Client is provided with a text field in which to describe his requested changes in detail. The details of such a revision must be provided as precisely as possible by the Client. Textbroker shall rectify such defects itself or arrange for authors to do so within an appropriate period.
    5. 4.5 If, after the revision has been completed, the text still does not correspond to the Specifications or if Textbroker does not complete the revision in view of disproportionately high costs, the Client may reject the text.
    6. 4.6 A request for rejection can only be accepted if the failure to meet the Specifications is sufficiently and clearly demonstrated to Textbroker.
  5. 5. Granting of Usage and Exploitation Rights
    1. 5.1 On acceptance of and full payment for the text in question by the Client, Textbroker shall grant the Client an exclusive licence, unrestricted by time or place, to use, store, reproduce and distribute the text, make it publicly accessible, perform it in public, deliver and reproduce it in public. These rights are transferable and may be sub-licensed.
    2. 5.2 If the Author seeks to assert rights under the Copyright, Designs and Patents Act 1988 or otherwise, Textbroker has the right to withdraw the granting of exclusive usage rights. In any event, Textbroker shall use all reasonable endeavours to procure for the Client a non-exclusive right to continue to use the text in question.
    3. 5.3 The texts may not be made available to any third party by the Client before final acceptance of and full payment for the texts; clause 4.2 remains unaffected.
    4. 5.4 For the avoidance of doubt, the Client does not have the right to identify himself as the originator or author of the texts or to otherwise exercise any moral rights pursuant to sections 77 – 85 of the Copyrights, Designs and Patents Act 1988.
  6. 6. Costs / Settlement
    1. 6.1 The fee to be paid for the text in question and the relevant methods of payment are determined by the following provisions.
    2. 6.2 At the beginning of their business relationship, Textbroker establishes a so-called 'client account' for the Client. Before the Client can place an order for a text, a sufficient amount of credit must be added to this as an advance payment on the future assignment. Credit is added to the account - unless otherwise agreed - either on receipt by Textbroker of a bank transfer for the appropriate amount or - in the case of payment using the PayPal service - on confirmation of receipt of the payment by PayPal to Textbroker.
    3. 6.3 Without express approval in individual cases, the cost of an order may not exceed the amount of credit.
    4. 6.4 When an order is placed for a text, the anticipated fee to be paid is frozen by Textbroker.
    5. 6.5 On acceptance of a text, the actual cost, determined by the actual word count of the accepted final version, is debited from the 'client account' and credited to Textbroker.
    6. 6.6 If the Client does not accept the text on the basis that the text does not comply with the Specification in accordance with clause 4 and the assignment is cancelled as a result, the sum becomes available once again. The sum also becomes available again if Textbroker withdraws from an assignment, if the Client withdraws from an assignment in accordance with the provisions of these Terms & Conditions or if - in the case of a DirectOrder – the author requested refuses to accept the assignment.
    7. 6.7 The cost of the order is calculated as the product of the (maximum) word count and the applicable fee per word. The fee per word is determined as follows:
    8. 6.8 In the case of an OpenOrder, from the fee table for clients on the textbroker.co.uk website that applies at the time the order is placed.
    9. 6.9 In the case of a DirectOrder, as the total of the individual rate charged by the Author concerned and the percentage surcharge imposed by Textbroker, which is determined by the fee table on the textbroker.co.uk website that applies at the time the order is placed.
    10. 6.10 The Client may demand repayment of any advance payments made to Textbroker, providing they are still available on the textbroker.co.uk website.
    11. 6.11 Textbroker has the right to retain a processing fee to cover the cost originally incurred by Textbroker for receiving the sum in question, e.g. the costs for using the PayPal service, which shall be 3% of the total sum in question.
  7. 7. Cancellation of Membership; Legal Consequences of Cancellation
    1. 7.1 Both the Client and Textbroker may cancel this contract, but not an order, at any time without specifying reasons, with notice of two weeks at the end of the following month. This cancellation shall not impact any orders that have been placed, but not yet completed, and these Terms & Conditions shall continue to apply in full to these orders notwithstanding any cancellation pursuant to this clause 7.1.
    2. 7.2 In addition to its rights in clause 7.1, Textbroker may cancel this contract or an order for the following reasons:
    3. 7.2.1 The Client's failure to comply with material statutory regulations and with material provisions of these Terms & Conditions,
    4. 7.2.2 The Client is a member of or promotes associations or communities - or their methods or activities - that are under surveillance by the police, security services or child protection services,
    5. 7.2.3 The Client causes damage to one or more persons through the Textbroker website (e.g. libel, slander, defamation, breaches of copyright or trade marks, etc.).
    6. 7.3 In the event that there is an unforeseen event resulting in Textbroker’s continued provision of the services becoming, in Textbroker’s sole discretion, impossible or commercially infeasible, Textbroker has the right both to cancel the agreement without notice and to block the Client from further use of the Textbroker website and its subsites.
    7. 7.4 All other statutory and contractual rights remain unaffected.
    8. 7.5 Notification of cancellations may be made to the other party via the textbroker.co.uk website or in written form (e.g. letter, fax or e-mail).
    9. 7.6 Cancellations by the Client must include the Client ID allocated to the Client on registration and the e-mail address registered with Textbroker.
    10. 7.7 On termination, Textbroker shall immediately delete the access data and all of the other personal details held in connection with the Client.
    11. 7.8 On termination of membership, Textbroker shall repay to the Client any advance payment already made to Textbroker as specified under clause 6.2, unless Textbroker has a right to set-off or retain such sums in accordance with clause 6.10 and 6.11.
  8. 8. Set-Off, Retention
    1. 8.1 Textbroker may set-off any amounts owing by the Client against any amounts owed by Textbroker to the Client pursuant to the same contractual relationship.
    2. 8.2 The Client has no right of retention unless the Client's counterclaim originates from the same contractual relationship and is uncontested or legally established.
    3. 8.3 The Client may only set-off uncontested or legally established claims.
  9. 9. Enticement of Authors
    1. 9.1 The enticement of Authors by the Client and any associated attempt to establish a business relationship outside Textbroker is prohibited for a period of 36 months from when a particular Author and a Client are put in contact pursuant to Textbroker’s provision of the services. Textbroker has the right to exclude the Client from the Textbroker service in the event that the Client is in breach of this clause 9.1. All other rights are reserved, in particular the pursuit of compensation claims against the Client, including claims for loss of profit.
  10. 10. Communication through the Textbroker Messaging System
    1. 10.1 A messaging system is available to Clients and Authors, which enables mutual exchange of messages. Textbroker sends messages to the participant specified. All messages are automatically checked by word filter for compliance with these Terms & Conditions and with common decency. Messages that are filtered out are checked and edited by hand. In the event of alteration to the content, the parties shall be notified that the message concerned has been edited by Textbroker. Textbroker reserves the right not to pass on certain messages, insofar as they breach these Terms & Conditions or applicable law.
  11. 11. Liability
    1. 11.1 This clause 11 sets out the entire liability of Textbroker (including any liability for the acts or omissions of its sub-contractors and Authors) in respect of any breach of these Terms & Conditions and any representation, statement or tortious act or omission including negligence arising under or in connection with the services and/or these Terms & Conditions. For the avoidance of doubt, and without limitation, to the fullest extent permitted by law and subject to clause 11.2, the operation of the Supply of Goods and Services Act 1982 and the Sale of Goods Act 1979 is hereby excluded.
    2. 11.2 These Terms & Conditions do not exclude or limit Textbroker’s liability (if any) to the Client for: (i) personal injury or death resulting from Textbroker’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 Textbroker to exclude or to attempt to exclude liability.
    3. 11.3 Textbroker is only liable to the Client for losses that it actually suffers as a direct result of Textbroker’s breach of these Terms & Conditions. Textbroker is not responsible or liable for any business losses (whether direct or indirect) or any indirect or consequential losses that the Client may incur, including but not limited to lost data, lost profits, lost revenue or business interruption.
    4. 11.4 Textbroker cannot guarantee the continuous availability of Textbroker or of the services that can be accessed via Textbroker's websites or subsites.
    5. 11.5 To clarify, Textbroker cannot accept liability for delays or defects in completion of an assignment that result from unclear, inaccurate or incomplete Specifications, order information or order placement on the part of the Client, or that result from errors in data entry on the part of the Client.
    6. 11.6 Subject to clause 11.2, in no circumstances shall Textbroker’s liability to the Client arising out of or pursuant to these Terms and Conditions or Textbroker’s provision of the services to the Client exceed the amount of fees paid by the Client to Textbroker for the provision of the services pursuant to these Terms and Conditions in the 12 months immediately prior to the event giving rise to the liability in question.
  12. 12. Data Back-up
    1. 12.1 Textbroker backs up the data stored in each client account at regular intervals. Should a loss of data nevertheless occur, Textbroker shall use reasonable endeavours to recover the lost data or to restore the position before the data loss. There is, however, no obligation to do so.
  13. 13. Data Protection
    1. 13.1 For questions relating to data protection, please consult the information in our data protection statement (see http://www.textbroker.co.uk/uk/privacy.php).
  14. 14. Changes to these Terms & Conditions
    1. 14.1 Textbroker has the right to make changes to these Terms & Conditions at any time. The Client shall be notified of this in writing, by letter, fax or e-mail and by posting of the updated Terms & Conditions at http://www.textbroker.co.uk/uk/client-tos.php.
    2. 14.2 Unless the Client objects or cancels within a period of three weeks, his continued use of the service shall constitute acceptance of the new Terms & Conditions, which shall come into force at a time determined by Textbroker. In the event of an objection on the part of the Client, the Client shall not use the services from the time when the change is to become effective and Textbroker has the right to terminate the contract immediately.
  15. 15. Confidentiality
    1. 15.1 All of the information made available by Textbroker shall be kept secret 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 Textbroker. At the request of Textbroker, all of the information provided by Textbroker (including copies and recordings) shall be returned or destroyed immediately. In particular, all information provided in the course of commissioning shall be kept secret, including - but not restricted to - any author data.
    2. 15.2 Textbroker reserves all rights to such information. Insofar as Textbroker has received such information from third parties, this reservation shall also apply in respect of those third parties.
  16. 16 Concluding Provisions
    1. 16.1 The place of performance for all obligations under this contract is the registered office of Textbroker.
    2. 15.2 These Terms & Conditions 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.
    3. 15.3 The non-exclusive jurisdiction for all current or future disputes and/or claims arising out of or relating to these Terms & Conditions shall be the courts of England and Wales. Textbroker also has the right to take legal action in the courts of Mainz.
    4. 15.4 Should one or more provisions of these Terms & Conditions be or become invalid or unenforceable, the validity of the remainder of the contract remains unaffected.
    5. 15.5 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.
    6. 15.6 The same applies in the event of loopholes in the provisions.

General Terms and Conditions of Business and Use of
Sario Marketing GmbH,
local court Mainz, Germany, HRB 40171
represented by its Managing Director,
Jan Becker-Fochler
Große Bleiche 46
55116 Mainz

for Authors using the textbroker.co.uk internet service (‘Terms & Conditions’)
 

  1. 1. General
    1. 1.1 Sario Marketing GmbH (hereafter referred to as 'Textbroker') provides authors (‘Authors’) with the opportunity to write texts through the textbroker.uk platform on topics specified by the clients of Textbroker (‘Clients’). Textbroker then makes these texts available to its Clients.
    2. 1.2The following Terms & Conditions and the documents referred to therein apply exclusively to the relationship between Textbroker and the Author, including the writing and licensing of the texts. These Terms & Conditions, and the documents to which they make reference, contain the entire agreement between the Author and Textbroker in relation to their subject matter and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to such subject matter.
    3. 1.3 Textbroker cannot guarantee that the Author will receive appropriate assignments through Textbroker. Textbroker is also not obliged to procure assignments for the Author. In practical terms, Textbroker is commissioned by a Client to write a particular text in accordance with the title, keywords and subject areas specified by the Client. An Author registered with Textbroker may then accept the assignment to write the text concerned.
    4. 1.4 The Author does not have the right to publish the texts. It is at the discretion of Textbroker, its Clients or their customers to choose not to publish texts without specifying reasons.
    5. 1.5 Authors are natural persons and do not act as consumers and are acting in the course of their business. Therefore, if you are a consumer (i.e. not dealing in the course of your business) you are not entitled to make use of the Textbroker service.
    6. 1.6 Any alterations and alternative conditions belonging to the Author are only binding if they have been confirmed in writing by Textbroker. Contradictory terms and conditions belonging to the Author only apply if Textbroker has given its express written consent to them in advance. For the avoidance of doubt, the acceptance of texts by Textbroker without express objection does not constitute recognition or acceptance of the Author's terms and conditions.
  2. 2. Registration
    1. 2.1 Authors must register with Textbroker. The form provided at textbroker.uk , which is to be completed online must be completed for this purpose. By registering, the Author accepts these Terms & Conditions. The Author confirms that all of the details provided are correct, complete and truthful. The Author undertakes to keep his details up to date. He is given an individual Author ID for this purpose.
    2. 2.2 On completion of registration, the Author must verify the e-mail address provided and supply a sample of his writing in the form of a text on a subject of his choice. The details of the sample text are communicated to the Author on completion of registration. Following checking and approval of the sample text by Textbroker, the Author is activated as a registered author with Textbroker for a specific quality level. There is no right to access to the services of Textbroker.
    3. 2.3 The Author herewith grants Textbroker non-exclusive licence to use the sample text as part of the registration process without charge. Textbroker herewith accepts this granting of rights. Unless otherwise agreed in individual cases, Textbroker shall use this sample text exclusively for the registration procedure and not for publication or sale to Clients.
    4. 2.4 Textbroker has the right to review the quality level of the Author and to alter that quality level. Changes to quality levels are at the discretion of Textbroker. In this context, Textbroker shall consider, among other things, the quality of the Author's texts since the last review of his quality level and the Author's working practices (e.g. observance of deadlines, number of required revisions, cancellations of assignments).
    5. 2.5 The Author may view and edit the access details and other user information that is required in the course of registration (address, contact information, etc.) at any time in his user account.
    6. 2.6 Registration is valid for an unlimited period and may be cancelled according to clause 11. For the period of registration, Textbroker shall provide the Author with a user account on textbroker.co.uk, to which the Author has access with his log-in details.
    7. 2.7 Neither the registration nor the account are transferable. Each Author may open only one account. Each account may be used by one Author only.
    8. 2.8 Each Author is responsible for maintaining the secrecy of the author information (login, password, client ID). In the event of any disclosure to unauthorised third parties, Textbroker is entitled to take all steps that it considers necessary to protect the service, its Clients and/or other authors including by, without limitation, blocking access to the account in question.
    9. 2.9 Textbroker reserves the right to cease operating its services without cause at any time and, in the event Textbroker does cease to operate its services without cause and the Author has written text to which he is properly due payment under these Terms & Conditions, Textbroker shall pay this amount to the Author as soon as reasonably practicable.
  3. 3. OpenOrder / DirectOrder, Commissioning
    1. 3.1 At Textbroker, Clients have the opportunity either to place orders for the composition of texts by specific authors ('DirectOrder') or to allow Textbroker to select the author ('OpenOrder'). The Client's order ('assignment') includes, in addition to a description of the specific text he requires, specification of the title of the text, the subject areas, the number of words (minimum and maximum number), the delivery date and the quality level required (2-5) , and may also specify key words and their frequency and certain revisions and/or clarifications to the existing specification (together the "Specifications").
    2. 3.2 In the case of a DirectOrder, Textbroker offers the Author the opportunity to complete the assignment through the textbroker.co.uk platform. Textbroker may withdraw the assignment at any time, up to the point of its acceptance by the Author. To clarify, even in the case of a DirectOrder, no direct contract comes about between the Client and the Author.
    3. 3.3 In the case of OpenOrders through the Textbroker platform, Textbroker offers all Authors who are approved for the quality level stated in the Specifications and whom the Client has not excluded from completing the assignment (e.g. through the client blacklist) the opportunity to take on the assignment. Textbroker may withdraw the assignment at any time, up to the point of its acceptance by an Author. The Author who is approved for the specified quality level, has not been excluded by the Client and is first to accept the offer, shall be awarded the assignment.
  4. 4. Submission of Texts, Prompt Delivery
    1. 4.1 Following acceptance of the assignment, the Author shall write the text in accordance with the Specifications of the Client. The Author may enter the texts in a text box in the user menu of his user account. In any case, the texts shall be submitted to Textbroker through the user account.
    2. 4.2 The Author shall submit the text concerned at the latest by the deadline specified in the order.
    3. 4.3 The texts shall be submitted in their entirety.
    4. 4.4 Time shall be of the essence with regards to the deadline and if the Author fails to meet the deadline, he is in breach of these Terms & Conditions. The unconditional acceptance of a text delivered late does not constitute waiver of any claims that may be available (whether pursuant to these Terms & Conditions or otherwise at law) to Textbroker for late delivery.
    5. 4.5 If the Author identifies difficulties that may prevent him from delivering the text on time or delivering a text of the agreed quality, the Author has the opportunity to contact the Client concerned directly through the textbroker.co.uk platform (see clause 15) to agree the subsequent handling of the assignment (e.g. an extension of the processing period). The Client shall notify Textbroker of any changes to the Specifications through his client menu. If no agreement can be reached, the Author can stop working on the assignment by using the "Cancel" button on the user menu of his user account. The Author then has no claim to reimbursement. In addition, Textbroker reserves all rights in the event of cancellation, in particular the right to reduce the quality level of the Author or - in the event of repeated cancellations of assignments - to exclude the Author from Textbroker.
  5. 5. Basic Regulations
    1. 5.1 The Author may not submit any texts that infringe or damage, or are 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.
    2. 5.2 The Author undertakes only to submit texts carefully written by himself, to which he alone holds all usage and exploitation rights. The creation of texts by means of text generators or automatic translation tools is not permitted.
    3. 5.3 In the event of a breach of the obligations under clause 5, clause 7.2 shall apply.
  6. 6. Granting of Comprehensive Usage and Exploitation Rights
    1. 6.1 The Author herewith grants to Textbroker for every submitted text an exclusive licence to use such texts 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, comprehensive, irrevocable, exclusive and transferable, and may be sub-licensed.
    2. 6.2 Textbroker is granted the right in particular to save the text 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.
    3. 6.3 The comprehensive rights granted by the Author to Textbroker in accordance with 6.1 cover in particular - but not exclusively - the following usage and exploitation rights:
      the right to duplicate the texts 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, 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 texts, 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 texts 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 texts 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, 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 texts 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 texts or arrange for them to be edited, change them, combine them with other services and works of Textbroker and of third parties or handle them in any other way at its own discretion without the consent of the Author and to exploit the works/services created thereby in the same way as the original version of the Author's work.
    4. 6.4 These rights are granted irrespective of whether the use of texts belonging to third parties, in particular to clients of Textbroker, is permitted in return for a fee or free of charge.
    5. 6.5 The Author shall grant Textbroker and the Client the first publication rights to the text.
    6. 6.6 The Author shall waive all moral rights in any of the text 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.
  7. 7. Ability to Grant Rights; Breaches; Indemnification
    1. 7.1 The Author warrants and undertakes that he is able to grant all of the rights in accordance with clause 6 and that all copyright and other intellectual property rights in the text in question and all usage and exploitation rights in this connection are the exclusive property of the Author. In addition, the Author warrants and undertakes that the texts are not covered by intellectual property rights of third parties or that the Author has acquired all of the required third-party rights to texts and their content for the agreed usage and exploitation in good time.
    2. 7.2 Should the Author breach one or more of the provisions under clause 5 or clause 7.1, Textbroker may, without limitation, assert its rights in accordance with clause 8 and, in particular, demand revisions. In addition, Textbroker reserves the right to refuse to accept the Author's texts in future or to block the access of the Author to the Textbroker service and to assert all of the rights and claims available to it in respect of the Author under the law and under these Terms & Conditions. The Author shall also indemnify Textbroker entirely against all claims and costs (including appropriate costs for pursuing legal claims and providing legal defence) that are asserted against Textbroker on the basis of a breach by the Author of one or more provisions of clause 5 or clause 7.1.
  8. 8. Acceptance, Requests for Revision and Rejection of Texts by the Client
    1. 8.1 Textbroker accepts the texts submitted on acceptance of those texts by the Client. If the text does not correspond to the Specifications, breaches clause 5 or clause 7.1 or if it is otherwise defective or faulty, Textbroker may demand delivery of a fault-free, acceptable text within a period determined by Textbroker.
      If the text submitted subsequently is also unacceptable or if the Author does not provide a new/revised text within the period set, Textbroker is entitled to demand delivery of a text that is acceptable once again, to withdraw from the specific commissioning of the Author or to reduce the fee. If Textbroker demands submission of an acceptable text once again, this sub-paragraph shall apply accordingly.
    2. 8.2 The Author warrants that the text will continue comply with the Specifications and will not be in breach of clause 5 or clause 7.1. Without limiting Textbroker’s other rights and remedies, Textbroker may demand revisions of texts or submission of new texts after acceptance if they do not meet the Specifications, breach clause 5 or clause 7.1 or are otherwise defective or faulty. The Author undertakes to carry out the revision - in accordance with the requirements of Textbroker or the Client, as appropriate - within the period specified by Textbroker.

      If this does not take place, if the text still fails to meet the Specifications or if the text is otherwise defective or faulty, Textbroker has the right to demand revision or resubmission once again, withdraw from the specific commissioning of the Author, reduce the fee or to carry out the revision itself at the expense of the Author. The reimbursement of costs in the case of revision is restricted to a maximum of the fee due for the assignment. If Textbroker demands revision or re-submission again, this sub-paragraph shall apply accordingly.

    3. 8.3 In cases of OpenOrders covered by clause 8.1 or clause 8.2, Textbroker may on withdrawal make the Client's assignment available to all qualified authors (see clause 3.3). In the case of a DirectOrder this only applies if the Client has given its consent to Textbroker.
    4. 8.4 Textbroker's other rights remain unaffected.
  9. 9. Fee
    1. 9.1 If the Author has completed a Textbroker assignment in accordance with the Specifications and these Terms & Conditions, and Textbroker accepts the text, Textbroker shall pay the Author his fee in accordance with clause 10 of these Terms & Conditions.
    2. 9.1.1 In the case of an OpenOrder, the fee is determined per word in accordance with the table of fees for authors on the textbroker.co.uk website that applies at the time of commissioning.
    3. 9.1.2 In the case of DirectOrders, the Author may determine his fee per word himself. Textbroker shall impose a percentage surcharge on this in accordance with the fee tables applicable at the time of commissioning. The amount of the Author's fee from Textbroker shall be determined by the Author's fee per word, not by the total amount charged to the Client by Textbroker.
    4. 9.2 The fee for a text is calculated from the relevant fee per word, multiplied by the word count of the version of the text accepted, up to a maximum of the number of words specified by the Client on placing the order (see clause 3.1). The Author shall not receive a fee for any texts that are not accepted.
    5. 9.3 The Author has no claim to a fee if a text breaches the rights of third parties, in particular intellectual property rights. Any fee already paid to the Author shall be returned. Textbroker's other rights remain unaffected.
    6. 9.4 The Author himself is responsible for payment of tax on the fee.
  10. 10. Due Date for the Fee, Payment
    1. 10.1 As long as the Author remains registered with Textbroker, Textbroker shall credit the Author with all fees until they are paid out. The Author's account shall be credited on confirmation to Textbroker of the Client's acceptance of the text. No interest applies.
    2. 10.2 The Author may demand payment of fees above an amount of EUR 10.00, unless otherwise specified in these Terms & Conditions.
    3. 10.3 Payment of the fee only takes place on demand by the Author. Moreover, payment can only take place if the Author has provided Textbroker with an EU reference bank or international PayPal account to which payment is to be made. Payment requests made on the Thursday will be processed on the Friday. If the payment has been requested later than the Thursday, the payment will roll over to the following week. Textbroker reserves the right to make payment on a later date, if there is a compelling reason to do so. The right to offset and the right of retention are reserved.
  11. 11. Cancellation; Legal Consequences of Cancellation
    1. 11.1 Both the Author and Textbroker may cancel this contract, but not an order, at any time without specifying reasons; Textbroker 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 Author. This cancellation shall not impact any orders that have been placed, but not yet completed, and these Terms & Conditions shall continue to apply in full to these orders notwithstanding any cancellation pursuant to this clause 11.1.
    2. 11.2 In addition to its rights in clause 11.1, Textbroker may cancel this contract or an order for the following reasons:
    3. 11.2.1 The Author's failure to comply with material statutory regulations and with material provisions of these Terms & Conditions,
    4. 11.2.2 The Author is a member of or promotes associations or communities - or their methods or activities - that are under surveillance by the police, security services or child protection services,
    5. 11.2.3 The Author causes damage to one or more persons through the Textbroker website (e.g. libel, slander, defamation, breaches of copyright or trade marks, etc.).
    6. 11.3 In the event that there is an unforeseen event resulting in Textbroker’s continued provision of the services, in Textbroker’s sole discretion, becoming impossible or commercially infeasible, Textbroker has the right both to cancel the agreement without notice and to block the Author from further use of the Textbroker website and its subsites.
    7. 11.4 All other statutory and contractual rights remain unaffected.
    8. 11.5 Notification of cancellations may be made to the other party concerned via the textbroker.co.uk website or in written form (e.g. letter, fax or e-mail).
      Cancellations by the Author must include the Author ID allocated to the Author on registration and the e-mail address registered with Textbroker.
    9. 11.6 On termination, Textbroker shall immediately delete the access data and all of the other personal details held in connection with the Author. On termination of membership, Textbroker shall pay the Author on demand any amount credited to him in accordance with clause 10.1, unless Textbroker has a right to set-off or retain such amounts in accordance with clause 12.1.
      Textbroker has the right to retain a processing fee to cover the cost incurred by Textbroker 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. 12. Set-Off, Retention
    1. 12.1 Textbroker may set-off any amounts owing by the Author against any amounts owed by Textbroker to the Author pursuant to the same contractual relationship.
    2. 12.2 The Author has no right of retention unless the Author's counterclaim originates from the same contractual relationship and is uncontested or legally established.
    3. 12.3 The Author may only set-off uncontested or legally established claims.
  13. 13. Confidentiality
    1. 13.1 All of the information made available by Textbroker shall be kept secret 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 Textbroker. At the request of Textbroker, all of the information provided by Textbroker (including copies and recordings) shall be returned or destroyed immediately. In particular, all information provided in the course of commissioning shall be kept secret, including - but not restricted to - any client data or information and the Specifications.
    2. 13.2 Textbroker reserves all rights to such information. Insofar as Textbroker has received such information from third parties, this reservation shall also apply in respect of those third parties.
  14. 14. Enticement of Clients
    1. 14.1 The enticement of clients by the Author and any associated attempt to establish a business relationship outside Textbroker is prohibited for a period of 36 months from when a particular Author and a Client are put in contact pursuant to Textbroker’s provision of the services. Textbroker has the right to exclude the Author from the Textbroker service in the event that the Client is in breach of this clause 14.1. All other rights are reserved, in particular the pursuit of compensation claims against the Author, including claims for loss of profit.
  15. 15. Communication through the Textbroker Messaging System
    1. 15.1 A messaging system is available to clients and authors, which enables mutual exchange of messages. Textbroker sends messages to the participant specified. All messages are automatically checked by word filter for compliance with the Terms & Conditions and common decency. Messages that are filtered out are checked and edited by hand. In the event of alteration to the content, the parties shall be notified that the message concerned has been edited by Textbroker. Textbroker reserves the right not to pass on certain messages, insofar as they breach these Terms & Conditions or applicable law.
  16. 16. Liability
    1. 16.1 This clause 16 sets out the entire liability of Textbroker (including any liability for the acts or omissions of its sub-contractors and Authors) in respect of any breach of these Terms & Conditions and any representation, statement or tortious act or omission including negligence arising under or in connection with the services and/or these Terms & Conditions. 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.
    2. 16.2 These Terms & Conditions do not exclude or limit Textbroker’s liability (if any) to the Author for: (i) personal injury or death resulting from Textbroker’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 Textbroker to exclude or to attempt to exclude liability.
    3. 16.3 Textbroker are only liable to the Author for losses that it actually suffers as a direct result of Textbroker’s breach of these Terms & Conditions. Textbroker is not responsible or liable for any business losses (whether direct or indirect) or any indirect or consequential losses that the Author may incur, including but not limited to lost data, lost profits, lost revenue or business interruption.
    4. 16.4 Subject to clause 16.2, in no circumstances shall Textbroker’s liability to the Author arising out of or pursuant to these Terms and Conditions or Textbroker’s provision of the services to the Author exceed the amount of fees paid by Textbroker to the Author pursuant to these Terms and Conditions in the 12 months immediately prior to the event giving rise to the liability in question.
  17. 17. Data Back-up
    1. Textbroker backs up the data stored in the author accounts at regular intervals. Should a loss of data nevertheless occur, Textbroker shall use reasonable endeavours to recover the lost data or to restore the position before the data loss. There is, however, no obligation to do so.
  18. 18. Data Protection
    1. For questions relating to data protection, please consult the information in our data protection statement (see http://www.textbroker.co.uk/uk/privacy.php).
  19. 19. Changes to these Terms & Conditions
    1. 19.1 Textbroker has the right to change these Terms & Conditions at any time. The Author shall be notified of this in writing, by letter, fax or e-mail and by posting of the updated Terms & Conditions at http://www.textbroker.co.uk/uk/client-tos.php.
    2. 19.2 Unless the Author objects or cancels within a period of three weeks, his continued use of the service shall constitute acceptance of the new Terms & Conditions, which shall come into force at a time determined by Textbroker. In the event of an objection on the part of the Author, the Author shall not use the services from the time when the change is to become effective and Textbroker has the right to terminate the contract immediately.
  20. 20. Concluding Provisions
    1. 20.1 The place of performance for all obligations under this contract is the registered office of Textbroker.
    2. 20.2 These Terms & Conditions 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.
    3. 20.3 The non-exclusive jurisdiction for all current or future disputes and/or claims arising out of or relating to these Terms & Conditions shall be the courts of England and Wales. Textbroker also has the right to take legal action in the courts of Mainz.
    4. 20.4 Should one or more provisions of these Terms & Conditions be or become invalid or unenforceable, the validity of the remainder of the contract remains unaffected.
      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.
      The same applies in the event of loopholes in the provisions.